Annual Report
Annual Report
2022
2022
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winning with
2022 Financial Highlights
Net Revenue
Core Division Operating Profit 1
6
7
27
15
11
30
Frito-Lay
North America 27%
Quaker Foods
North America 4%
4
PepsiCo Beverages
North America 30%
Latin America 11%
Europe 15%
Africa, Middle East
and South Asia 7%
Asia Pacific, Australia
and New Zealand and
China Region 6%
Mix of Net Revenue
5
6
10
12
19
4
44
Frito-Lay
North America 44%
Quaker Foods
North America 4%
PepsiCo Beverages
North America 19%
Latin America 12%
Europe 10%
Africa, Middle East
and South Asia 6%
Asia Pacific, Australia
and New Zealand and
China Region 5%
42
Food 58%
Beverage 42%
58
43
U.S. 57%
57
Outside U.S. 43%
PEPSICO, INC. & CONSOLIDATED SUBSIDIARIES
(in millions, except per share data; all per share amounts assume dilution)
Summary of Operations
Net revenue
Core operating profit 1
Reported earnings per share
Core earnings per share 3
Free cash flow 4
Capital spending
Common share repurchases
Dividends paid
2022
$86,392
$12,325
$6.42
$6.79
$5,855
$5,207
$1,500
$6,172
2021
$79,474
$11,414
$5.49
$6.26
$7,157
$4,625
$106
$5,815
% Change 2
9%
8%
17%
9%
-18%
13%
1,320%
6%
1. Excludes the mark-to-market net impact of our commodity derivatives, restructuring and impairment charges, as well as acquisition and divestiture-
related charges. In 2022, also excludes the gain associated with the sale of Tropicana, Naked and other select juice brands (Juice Transaction) as well as
impairment and other charges. See page 129 “Reconciliation of GAAP and Non-GAAP Information” for a reconciliation to the most directly comparable
financial measure in accordance with U.S. Generally Accepted Accounting Principles (GAAP). On a reported basis, the division operating profit percentages
were: Frito-Lay North America 45%, Quaker Foods North America 4%, PepsiCo Beverages North America 40%, Latin America 12%, Europe (10%), Africa,
Middle East and South Asia 5% and Asia Pacific, Australia and New Zealand and China Region 4%. 2021 and 2022 reported operating profit was $11,162
and $11,512, respectively, reflecting an increase of 3% in 2022.
2. Percentage changes are based on unrounded amounts.
3. Excludes the mark-to-market net impact of our commodity derivatives, restructuring and impairment charges, acquisition and divestiture-related
charges, pension and retiree medical-related impact, as well as tax expense related to the Tax Cuts and Jobs Act (TCJ Act). In 2022, also excludes the
gain associated with the Juice Transaction, impairment and other charges, and tax benefit related to the Internal Revenue Service (IRS) audit. In 2021, also
excludes charge related to cash tender offers. See page 129 “Reconciliation of GAAP and Non-GAAP Information” for a reconciliation to the most directly
comparable financial measure in accordance with GAAP.
4. Includes the impact of net capital spending. See page 129 “Reconciliation of GAAP and Non-GAAP Information” for a reconciliation to the most directly
comparable financial measure in accordance with GAAP. 2021 and 2022 net cash provided by operating activities was $11,616 and $10,811, respectively,
reflecting a decrease of 7% in 2022.
pep+ highlights
We’re advancing our course to drive positive action for the planet and people.
A better food system means better outcomes for the Earth, and all of us.
By becoming better ourselves, we can help build a stronger, more sustainable future
for us all. pep+ guides our business — how we operate within planetary boundaries
and inspire positive change for the planet and people.
We’re evolving how we source our ingredients and make and sell our products, and
how we inspire people through our brands.
POSITIVE AGRICULTURE
We’re working to source our crops and ingredients in ways that
help restore the earth and strengthen farming communities.
POSITIVE VALUE CHAIN
We’re helping build a circular and inclusive value chain.
SUSTAINABLY SOURCED INGREDIENTS
CLIMATE
PACKAGING
100% of our grower-sourced crops
(potatoes, whole corn, and oats) are
sustainably sourced in 30 countries, and
more than 90% of these crops are
sustainably sourced globally as of 2022 1
We maintained 100% Roundtable on
Sustainable Palm Oil (RSPO) physically
certified palm oil 2
We maintained 100% Bonsucro certified
sustainable cane sugar globally 3
POSITIVE CHOICES
We’re inspiring people through our brands to make
choices that create more smiles for them and the planet.
EXPANDED PORTFOLIO OFFERINGS
We are almost 80% of the way toward our 2025 targets in
reducing added sugars, sodium, and saturated fat across our
beverage and convenient foods portfolio 4
In 2022, we continued to work
toward our goal of 100% renewable
electricity in our direct operations,
and approximately 65% of our
global electricity needs were met by
renewable sources 5
WATER
As of 2022, our operational water-
use efficiency improved by 22%
in high water-risk areas vs. 2015
baseline, approaching our goal of 25%
improvement by 2025 6
In December 2022, we set a new packaging
goal for 20% of beverage servings to be
delivered through reusable models by 2030
PEOPLE
As of 2022, we increased our Black and
Hispanic managerial populations in the
U.S. to 9.0% and 10.1%, respectively, of our
workforce
Women hold 44% of our global manager
positions and continue to be paid within 1%
of men 7
GREEN BOND
In July 2022, we issued a new $1.25 billion 10-year
Green Bond, which will focus on investments to
advance key environmental sustainability initiatives
under two pillars of our pep+ agenda: Positive
Agriculture and Positive Value Chain
In October 2022, we published our third and final annual
Green Bond Report on our 2019 Green Bond, describing
our use of proceeds. As of December 31, 2021, we have
fully allocated the $974 million in net proceeds from
the issuance in 2019 of our first Green Bond to Eligible
Green Projects
Please see our website (www.pepsico.com) under ‘Our Impact’ and the following notes for additional information regarding our pep+ goals and
progress highlights in this Annual Report. Unless otherwise noted, information with respect to our acquisitions of Hangzhou Haomusi Food Co., Ltd.
(Be & Cheery), BFY Brands, Inc., Pioneer Food Group Ltd. (Pioneer Foods), Rockstar Energy Beverages, and SodaStream International Ltd. (SodaStream)
is included herein. Organizational changes (e.g., acquisitions, mergers, and divestitures) are evaluated to determine if they have a significant impact
on our sustainability performance and, as data becomes available, all reported years for metrics impacted by an organizational change are recast to
consistently reflect the impact of the organizational change.
1. For grower-sourced crops, sustainable sourcing refers to meeting the independently verified environmental, social, and economic principles
of PepsiCo’s Sustainable Farming Program (SFP). For more information on PepsiCo’s SFP and the applicable standards, please see
https://www.pepsico.com/esg-topics-a-z/agriculture.
2. We maintained our sourcing through the RSPO Mass Balance physically certified supply chain model and procured de minimis Independent
Smallholder Credits to achieve 100% RSPO certification in 2022.
3. Results reflect exclusion of SodaStream portfolio. Results include a combined approach of procuring Bonsucro credits and verifying our supply chain.
4. Based on 2021 data in our Top 26 Beverage markets, which represent 79% of our global beverages volume, and our Top 23 Convenient Foods markets, which
represent 86% of our global convenient foods volume. Results reflect exclusion of Be & Cheery portfolio.
5. The goal is being accomplished using a diversified portfolio of solutions, including renewable energy certificates. Results reflect exclusion of Be & Cheery
portfolio. Decrease from prior year is primarily due to the unavailability of renewable energy certificates in Russia.
6. High water-risk locations defined by World Resources Institute’s Aqueduct tool. Results reflect the exclusion of third-party facilities. Between 2006–2015,
water-use efficiency improved by 26% in global operations at the date of target setting.
7. Based on pay equity program implemented in 72 countries that collectively make up more than 99% of our salaried employee population, after controlling
for legitimate drivers of pay such as job level, geographic location, and performance ratings; based on base compensation.
To Our Shareholders,
and how we want to create value for ourselves and
others. To make this clear, we elevated it to be part of our
overarching vision: to be the global leader in beverages
and convenient foods by Winning with pep+.
2022’s fantastic results demonstrate that even in the
most trying of times, the investments we have made
and our commitment to pep+ are helping us win in the
marketplace and create value for our shareholders,
as well as our consumers, customers, associates, and
communities.
FASTER: To be an even Faster company, we are focusing
our efforts on continually winning in the marketplace,
finding ways to be even more consumer-centric, and
accelerating investment for top-line growth, including by
pivoting our portfolio. In 2022, we achieved these goals by: 1
• Delivering more than 14% organic revenue growth
and 10% growth in core constant currency operating
profit—our highest growth levels in the last decade;
• Growing core constant currency earnings per share
(EPS) by 11%;
• Finishing the year strong with 14.6% organic revenue
growth in Q4—our fifth straight quarter of double-
digit growth;
• Continuing to invest in the business—more than
$10 billion in advertising and marketing and capital
investments; and
• Announcing a 10% increase in our annualized
dividend, effective with the dividend expected to be
paid in June 2023. This will represent PepsiCo’s 51st
consecutive annualized dividend per share increase.
In addition to continuing our strong financial
performance, we’ve demonstrated an ability to lead with
growth and win in the market. In 2022, we:
• Ranked #1 in the Kantar PoweRanking for the seventh
To put it simply, 2022 was a stellar year for PepsiCo.
Despite another dynamic period that featured difficult
and unpredictable circumstances, we delivered our best
financial performance in a decade, whilst staying true
to our values and continuing to build a strong, durable
foundation for long-term growth—proof that we can
deliver sustainable performance, even as we transform
our business to meet the challenges of the future.
Our success in 2022 is a testament to the agenda we set
out in 2019. An agenda focused on transforming a good
company into a great one by becoming Faster, Stronger,
and Better. At the end of 2021, we took our ambitions a
step further, launching PepsiCo Positive (pep+), a strategic
end-to-end business transformation designed to drive
long-term sustainable business performance and value,
with sustainability and human capital at the center.
Since then, pep+ has become the North Star for how we
want to win in the marketplace, how we want to transform,
year in a row;
1. 2022 reported net revenue increased 8.7%. 2022 reported operating profit increased 3%. 2022 reported EPS increased 17%. Q4 2022, Q3 2022,
Q2 2022, Q1 2022, and Q4 2021 reported net revenue increased double digits, high single digits, mid-single digits, high single digits, and double
digits, respectively. Organic revenue growth, core constant currency operating profit, and core constant currency EPS growth are non-GAAP financial
measures. See page 129 “Reconciliation of GAAP and Non-GAAP Information” for definitions and more information about these results, including a
reconciliation to the most directly comparable financial measure in accordance with GAAP.
PepsiCo Annual Report 2022 1
• Held or gained share across many of our key markets,
including the U.S., Mexico, Brazil, the U.K., China,
Saudi Arabia, and India; and
• Continued to meet consumers’ needs and improve
the consumer experience, making meaningful
progress on all key portfolio transformation bets and
with significant growth in more nutritious snacking
and zero sugar platforms.
STRONGER: To be an even Stronger company, we are
continuing to transform our capabilities, cost, and culture,
especially through innovation and by putting data at the
center of our business. We also want our associates to
continue to feel proud of our company and engaged with
what we are doing. With these goals in mind, in 2022, we:
• Made strong progress toward modernizing and
fortifying our Enterprise Resource Planning
backbone across certain markets and divisions to
harmonize global data and business processes with
seamless access to critical information;
• Continued to build out Global Business Services
(GBS) to help fuel PepsiCo’s growth, accelerating
the impact GBS can have on productivity,
standardization, and process improvement;
• Initiated key digital programs in many markets to
advance the automation of our business planning
processes across our value chain in how we make,
move, and sell our products;
• Celebrated the 40th anniversary of our Supplier
Diversity Program, where we currently spend
more than $1 billion annually with certified, diverse
suppliers;
• Continued to invest in talent development and
learning to become the best possible workplace—
in two years, over 30,000 people managers and
associates have registered for live-interactive
leadership development workshops, and many have
leveraged performance support content; and
• Doubled down on our company culture by
relaunching The PepsiCo Way, the seven behaviors
that define who we are and how we work, whilst
updating their definitions to better reflect our pep+
and digital transformations.
BETTER: To be an even Better company, we are striving
to create growth and value by operating within planetary
boundaries and inspiring positive change for the planet
and people. The power that we have as individuals and as
a collective group to make an impact in our communities
is massive. We know that by doing what’s right for society
and the environment, we can position ourselves as a
consistent top market performer, generating stronger
and more loyal connections with our consumers and
customers, engaging more meaningfully with our
associates, and building deeper roots in our communities
to help them prosper over the long term.
This strategic, end-to-end focus has enabled us to make
visible progress across the three pillars of pep+: Positive
Agriculture, Positive Value Chain, and Positive Choices:
Positive Agriculture: We are working to spread
regenerative practices to help restore the earth across
7 million acres—land approximately equal to the company’s
entire agricultural footprint; sustainably source key crops
and ingredients; and help improve the livelihoods of more
than 250,000 people in our agricultural supply chain and
communities, all by 2030. In 2022, we moved closer to
these goals by:
• Elevating external strategic partnerships with
Archer Daniels Midland Company (ADM) to scale
regenerative agriculture practices across our shared
supply chains, up to 2 million acres in the U.S., and
with N-Drip to scale micro irrigation technology to
provide water-saving, crop-enhancing benefits to
farmers around the world;
• Granting funding to 14 projects in 11 countries
through our Positive Agriculture Outcomes
Fund, helping to tackle some of the most difficult
challenges facing agriculture today; and
• Continuing to advance the five-year “Investing
in Women to Strengthen Supply Chains” Global
Development Alliance with the U.S. Agency for
International Development. This includes training
women on overall farm management as a business,
so they can make informed decisions about
investment; improving agronomic skills critical
for the sustainable or regenerative agriculture
transition; building women up to be lead farmers;
and improving working conditions. The program is
currently operating in Colombia, Pakistan, India, and
Vietnam and will soon launch in Peru.
2 PepsiCo Annual Report 2022
Positive Value Chain: We are helping to build a circular and
inclusive value chain through actions designed to achieve
Net-Zero emissions by 2040, become Net Water Positive
by 2030, and help build a world where packaging never
becomes waste. As part of this, we are adopting new models
and decoupling environmental impact from business
growth. In 2022, we took important steps such as:
Positive Choices: We’re inspiring people through our
brands to make choices that help create better outcomes
for them and the planet. That means continuing to expand
portfolio offerings with less added sugar, sodium, and
saturated fat, whilst driving new packaging solutions
across beverages and convenient foods. In 2022, we
made progress on a number of key initiatives, including:
• Establishing a new global packaging goal for 20% of
beverage servings to be delivered through reusable
models by 2030. We intend to work toward this goal
by expanding our SodaStream business, building out
our refillable offerings, growing our fountain drinks
business with reusable cups, and accelerating growth
in powders and tablets;
• Announcing plans for PepsiCo Europe that aim to
eliminate virgin fossil-based plastic in all its crisp
and chip bags by 2030, which will apply to brands
including Walkers, Doritos, and Lay’s. We expect to
deliver by using 100% recycled or renewable plastic;
• 22 markets have at least one product packaged with
100% recycled PET (rPET);
• Transforming our Frito-Lay facility in Modesto,
California, into a role model for end-to-end
sustainability. The facility uses 100% sustainably
sourced potatoes under PepsiCo’s Sustainable
Farming Program and has achieved a 91% reduction
in greenhouse gas emissions from direct fleet
operations by switching to zero-emission and near
zero-emission vehicles—including the world’s first
fleet of electric semi trucks from Tesla. We also
built fueling and charging infrastructure for the new
fleet, with on-site renewable energy generation and
storage; and
• Advancing our Diversity, Equity & Inclusion (DE&I)
agenda around our people, business partnerships,
and the communities we serve. We have reached
44% gender parity in management globally, whilst
increasing U.S. Black and Hispanic representation at
the manager level to 9.0% and 10.1%, respectively.
We are also expanding our efforts to support
historically marginalized communities around
the world by increasing diverse representation,
supporting our business partners, and helping to
create economic opportunity in communities.
• Advancing more nutritious snacking platforms
with significant growth in North America driven by
brands like PopCorners, SunChips, and Bare, whilst
launching the national expansion of PopCorners in
the U.K.;
• Using more diverse ingredients such as legumes,
whole grains, plant-based proteins, fruits and
vegetables, and nuts and seeds. This includes
launching SunChips Black Beans, a new variety made
with whole grains and real black beans, and new
Quaker Oats flavor offerings with 100% whole
grain oats;
• Advancing against our added sugars reduction
goal, with Pepsi Zero Sugar now available in 110
international markets and growth in other zero sugar
products; and
• Leveraging the power of our brands to meet
consumer demand for more sustainable packaging.
We currently offer reuse models in more than
80 markets, including: SodaStream, SodaStream
Professional, Gatorade Gx, fountain beverages,
returnable glass and plastic bottles, and concentrates
and powders.
As we advance our pep+ journey, we know that being a
Better company also means continuing to invest in our
communities. That’s why we took several critical actions
in 2022:
• Opening our hearts and our homes to provide
necessities and shelter to our Ukrainian colleagues
when their lives were turned upside down by the
deadly conflict. We also contributed nearly $15 million
to relief efforts through donations from the business,
our associates, and the PepsiCo Foundation;
• Launching One Smile at a Time, our global employee
volunteering platform, across nearly all of our top 20
markets, empowering our associates to impact their
communities at scale. In 2022, we delivered more than
290,000 hours of service through the platform; and
PepsiCo Annual Report 2022 3
• Continuing to make a difference for people
around the world through the PepsiCo Foundation
by helping increase equitable access to safe water;
funding nearly 1,800 scholarships for Black and
Hispanic students through the Uplift Community
College Scholarship Program; and helping increase
food security, delivering more than 20 million meals
in 2022 alone.
We delivered our best financial
performance in a decade, whilst
staying true to our values and
continuing to build a strong, durable
foundation for long-term growth.
Each example of our success is one piece of a much
bigger transformation. A transformation that began in
2019, when we launched our effort to become Faster,
Stronger, and Better and turn a good company into a great
one. That continued to unfold in 2020 and 2021, when we
proved we have the right strategy and the right people.
And that accelerated in 2022, a year when we showed the
world something new: that it is possible for a large, global
company to perform and transform at the same time.
I have always been proud of our results, but never more
so than today. Thanks to pep+, our strong brands, our
market positions, our global strategy, and our incredible
team of associates, we have been able to deliver short-
term results, whilst laying the foundation for long-term,
sustainable growth.
I have been especially proud of the ownership
demonstrated by our leaders and our associates.
Despite extreme volatility, they made courageous
decisions, adapted quickly in every local market, and
showed compassion and generosity to our colleagues in
Ukraine—a strong testament to our PepsiCo values and
what makes us unique.
Now, to perform and transform even Faster, even Stronger,
and even Better than we did in 2022, we have to take our
efforts to the next level. As 2023 will likely carry its own
unique set of challenges and opportunities, we’ll focus
on five key areas to help us build on the momentum we
gained in 2022:
• Keeping our categories very relevant to consumers
and accelerating our share gains in our key markets;
• Setting high ambitions in cost transformation
and elevating our focus on cost control in every
Business Unit;
• Continuing to reinvest heavily in our systems and
digital transformation;
• Raising the bar in our pep+ transformation, with focus
on our portfolio, our DE&I agenda, our communities,
and the environment; and
• Building high flexibility, agility, and resilience in our
planning processes to allow us to pivot quickly as the
world changes around us.
By staying focused on these priorities, I am confident we
will position ourselves to deliver another year of strong
results, whilst creating smiles that make a big difference
for all of our stakeholders.
Thank you for sharing that confidence by entrusting
us with your investment. With your support, we will
continue to build an even Faster, even Stronger, even
Better company—a company that wins in the marketplace
and positively impacts society. Not just today, not just
tomorrow, but for many years to come.
Ramon L. Laguarta
PepsiCo Chairman of the
Board of Directors and
Chief Executive Officer
4 PepsiCo Annual Report 2022
PepsiCo Board of Directors
Segun Agbaje
Group Chief Executive
Officer, Guaranty Trust
Holding Company Plc
(GTCO Plc)
Elected 2020
Shona L. Brown
Independent Advisor; Former
Senior Advisor, Google Inc.
Elected 2009
Cesar Conde
Chairman,
NBCUniversal News Group
Elected 2016
Ian Cook
Former Chairman, President
and Chief Executive Officer,
Colgate-Palmolive Company
Elected 2008
Edith W. Cooper
Former Executive Vice
President and Global
Head, Human Capital
Management, The Goldman
Sachs Group, Inc.
Elected 2021
Dina Dublon
Former Executive Vice
President and Chief
Financial Officer,
JPMorgan Chase & Co.
Elected 2005
Michelle Gass
President, Levi Strauss & Co.
Elected 2019
Ramon L. Laguarta
Chairman of the Board
of Directors and Chief
Executive Officer, PepsiCo
Elected 2018
Sir Dave J. Lewis
Former Group Chief
Executive Officer, Tesco PLC;
Chair, Haleon plc;
Chairman of Xlinks
Elected 2020
David C. Page, MD
Professor, Massachusetts
Institute of Technology;
Former Director and
President, Whitehead
Institute for Biomedical
Research
Elected 2014
Robert C. Pohlad
President of various
family-owned entities;
Former Chairman and
Chief Executive Officer,
PepsiAmericas, Inc.
Elected 2015
Daniel Vasella, MD
Former Chairman and Chief
Executive Officer,
Novartis AG
Elected 2002
Darren Walker
President, Ford Foundation
Elected 2016
Alberto Weisser
Former Chairman and Chief
Executive Officer,
Bunge Limited
Elected 2011
This list is as of March 21, 2023.
PepsiCo Leadership See pages 25–27 of our Annual Report on Form 10-K for a list
of PepsiCo Executive Officers subject to Section 16 of the
Securities Exchange Act of 1934.
Ramon L. Laguarta
Chairman of the Board
of Directors and Chief
Executive Officer
David Flavell
Executive Vice President,
General Counsel and
Corporate Secretary
Jim Andrew
Executive Vice President
and Chief Sustainability
Officer
Hugh F. Johnston
Vice Chairman, Executive
Vice President and Chief
Financial Officer
Roberto Azevêdo
Executive Vice President,
Chief Corporate Affairs
Officer and Chairman of
the Board of Directors,
PepsiCo Foundation
Athina Kanioura
Executive Vice President
and Chief Strategy and
Transformation Officer
Ram Krishnan
Chief Executive Officer,
International Beverages
and Chief Commercial
Officer
René Lammers
Executive Vice President
and Chief Science Officer
Silviu Popovici
Chief Executive Officer,
Europe
Gregg Roden
Executive Vice President
and Chief Operations
Officer
Paula Santilli
Chief Executive Officer,
Latin America
Ronald
Schellekens
Executive Vice President
and Chief Human
Resources Officer
Wern-Yuen Tan
Chief Executive Officer,
Asia Pacific, Australia, New
Zealand and China
Kirk Tanner
Chief Executive Officer,
PepsiCo Beverages North
America
Jane Wakely
Executive Vice President,
Chief Consumer and
Marketing Officer and
Chief Growth Officer,
International Foods
Eugene Willemsen
Chief Executive Officer,
Africa, Middle East,
South Asia
Steven Williams
Chief Executive Officer,
PepsiCo Foods North
America
This list is as of March 21, 2023.
2022 Citizenship
Giving
PepsiCo Foundation
Corporate Contributions
Division Contributions
Division Estimated In-kind
Total
(in millions)
2022 Diversity
Statistics
Women %
(Global)
People of Color1 %
(U.S. Only)
$62
Board of Directors
7
16
99
Senior Executives3
Executives
All Managers
$184
All Employees
29%
18%
40%
44%
27%
43%2
38%
31%
33%
48%
The data in this chart is as of December 31, 2022.
1. Based on completed self-identification forms. Defined as ethnically/racially
diverse individuals.
2. Global.
3. Composed of PepsiCo Executive Officers subject to Section 16 of the
Securities Exchange Act of 1934.
PepsiCo Annual Report 2022 5
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PepsiCo, Inc.
Annual Report 2022
Form 10-K
For the fiscal year ended December 31, 2022
Page intentionally left blank
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2022
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the transition period from to
Commission file number 1-1183
PepsiCo, Inc.
(Exact Name of Registrant as Specified in its Charter)
North Carolina
13-1584302
(State or Other Jurisdiction of Incorporation or Organization)
(I.R.S. Employer Identification No.)
700 Anderson Hill Road, Purchase, New York 10577
(Address of principal executive offices and Zip Code)
(914) 253-2000
Registrant’s telephone number, including area code
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
Title of each class
Common Stock, par value 1-2/3 cents per share
0.250% Senior Notes Due 2024
2.625% Senior Notes Due 2026
0.750% Senior Notes Due 2027
0.875% Senior Notes Due 2028
0.500% Senior Notes Due 2028
3.200% Senior Notes Due 2029
1.125% Senior Notes Due 2031
0.400% Senior Notes Due 2032
0.750% Senior Notes Due 2033
3.550% Senior Notes Due 2034
0.875% Senior Notes Due 2039
1.050% Senior Notes Due 2050
Trading Symbols
PEP
PEP24
PEP26
PEP27
PEP28
PEP28a
PEP29
PEP31
PEP32
PEP33
PEP34
PEP39
PEP50
Name of each exchange on which registered
The Nasdaq Stock Market LLC
The Nasdaq Stock Market LLC
The Nasdaq Stock Market LLC
The Nasdaq Stock Market LLC
The Nasdaq Stock Market LLC
The Nasdaq Stock Market LLC
The Nasdaq Stock Market LLC
The Nasdaq Stock Market LLC
The Nasdaq Stock Market LLC
The Nasdaq Stock Market LLC
The Nasdaq Stock Market LLC
The Nasdaq Stock Market LLC
The Nasdaq Stock Market LLC
Securities registered pursuant to Section 12(g) of the Securities Exchange Act of 1934: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ¨
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ¨ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted
pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit such files). Yes ☒ No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller
reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller
reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Non-accelerated filer
☒
☐
Accelerated filer
Smaller reporting company
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. ¨
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the
registrant included in the filing reflect the correction of an error to previously issued financial statements. ¨
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based
compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The aggregate market value of PepsiCo, Inc. Common Stock held by nonaffiliates of PepsiCo, Inc. (assuming for these purposes, but
without conceding, that all executive officers and directors of PepsiCo, Inc. are affiliates of PepsiCo, Inc.) as of June 10, 2022, the last
day of business of our most recently completed second fiscal quarter, was $224.2 billion (based on the closing sale price of PepsiCo,
Inc.’s Common Stock on that date as reported on the Nasdaq Global Select Market).
The number of shares of PepsiCo, Inc. Common Stock outstanding as of February 2, 2023 was 1,377,251,316.
Documents Incorporated by Reference
Portions of the Proxy Statement relating to PepsiCo, Inc.’s 2023 Annual Meeting of Shareholders are incorporated by reference into
Part III of this Form 10-K.
PepsiCo, Inc.
Form 10-K Annual Report
For the Fiscal Year Ended December 31, 2022
Table of Contents
Business
PART I
Item 1.
Item 1A. Risk Factors
Item 1B. Unresolved Staff Comments
Item 2.
Item 3.
Item 4.
Properties
Legal Proceedings
Mine Safety Disclosures
PART II
Item 5.
Item 7.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
Management’s Discussion and Analysis of Financial Condition and Results of
Operations
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Item 8.
Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on Accounting and Financial
Item 9.
Disclosure
Item 9A. Controls and Procedures
Item 9B. Other Information
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
PART III
Item 10. Directors, Executive Officers and Corporate Governance
Item 11.
Item 12.
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accounting Fees and Services
Item 13.
Item 14.
PART IV
Item 15.
Item 16.
Exhibits and Financial Statement Schedules
Form 10-K Summary
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Forward-Looking Statements
This Annual Report on Form 10-K contains statements reflecting our views about our future performance
that constitute “forward-looking statements” within the meaning of the Private Securities Litigation
Reform Act of 1995 (Reform Act). Statements that constitute forward-looking statements within the
meaning of the Reform Act are generally identified through the inclusion of words 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. All statements addressing our future operating performance, and
statements addressing events and developments that we expect or anticipate will occur in the future, are
forward-looking statements within the meaning of the Reform Act. These forward-looking statements are
based on currently available information, operating plans and projections about future events and trends.
They inherently involve risks and uncertainties that could cause actual results to differ materially from
those predicted in any such forward-looking statement. These risks and uncertainties include, but are not
limited to, those described in “Item 1A. Risk Factors” and “Item 7. Management’s Discussion and
Analysis of Financial Condition and Results of Operations – Our Business – Our Business Risks.”
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. The discussion of risks in this report is
by no means all-inclusive but is designed to highlight what we believe are important factors to consider
when evaluating our future performance.
Item 1. Business.
PART I
When used in this report, the terms “we,” “us,” “our,” “PepsiCo” and the “Company” mean PepsiCo, Inc.
and its consolidated subsidiaries, collectively. Certain terms used in this Annual Report on Form 10-K are
defined in the Glossary included in Item 7. of this report.
Company Overview
We were incorporated in Delaware in 1919 and reincorporated in North Carolina in 1986. We are a
leading global beverage and convenient food company with a complementary portfolio of brands,
including Lay’s, Doritos, Cheetos, Gatorade, Pepsi-Cola, Mountain Dew, Quaker and SodaStream.
Through our operations, authorized bottlers, contract manufacturers and other third parties, we make,
market, distribute and sell a wide variety of beverages and convenient foods, serving customers and
consumers in more than 200 countries and territories.
Our Operations
We are organized into seven reportable segments (also referred to as divisions), as follows:
1) Frito-Lay North America (FLNA), which includes our branded convenient food businesses in the
United States and Canada;
2) Quaker Foods North America (QFNA), which includes our branded convenient food businesses,
such as cereal, rice, pasta and other branded food, in the United States and Canada;
3) PepsiCo Beverages North America (PBNA), which includes our beverage businesses in the United
States and Canada;
4) Latin America (LatAm), which includes all of our beverage and convenient food businesses in
Latin America;
5) Europe, which includes all of our beverage and convenient food businesses in Europe;
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6) Africa, Middle East and South Asia (AMESA), which includes all of our beverage and convenient
food businesses in Africa, the Middle East and South Asia; and
7) Asia Pacific, Australia and New Zealand and China Region (APAC), which includes all of our
beverage and convenient food businesses in Asia Pacific, Australia and New Zealand, and China
region.
Frito-Lay North America
Either independently or in conjunction with third parties, FLNA makes, markets, distributes and sells
branded convenient foods. These foods include branded dips, Cheetos cheese-flavored snacks, Doritos
tortilla chips, Fritos corn chips, Lay’s potato chips, Ruffles potato chips and Tostitos tortilla chips.
FLNA’s branded products are sold to independent distributors and retailers. In addition, FLNA’s joint
venture with Strauss Group makes, markets, distributes and sells Sabra refrigerated dips and spreads.
Quaker Foods North America
Either independently or in conjunction with third parties, QFNA makes, markets, distributes and sells
branded convenient foods, which include cereals, rice, pasta and other branded products. QFNA’s
products include Cap’n Crunch cereal, Life cereal, Pearl Milling Company syrups and mixes, Quaker
Chewy granola bars, Quaker grits, Quaker oatmeal, Quaker rice cakes, Quaker Simply Granola and Rice-
A-Roni side dishes. QFNA’s branded products are sold to independent distributors and retailers.
PepsiCo Beverages North America
Either independently or in conjunction with third parties, PBNA makes, markets and sells beverage
concentrates, fountain syrups and finished goods under various beverage brands including Aquafina, Diet
Mountain Dew, Diet Pepsi, Gatorade, Gatorade Zero, Mountain Dew, Pepsi and Propel. PBNA operates
its own bottling plants and distribution facilities and sells branded finished goods directly to independent
distributors and retailers. PBNA also sells concentrate and finished goods for our brands to authorized and
independent bottlers, who in turn sell our branded finished goods to independent distributors and retailers
in certain markets. PBNA also, either independently or in conjunction with third parties, makes, markets,
distributes and sells ready-to-drink tea and coffee products through joint ventures with Unilever (under the
Lipton brand name) and Starbucks, respectively. Further, PBNA manufactures and distributes certain
brands licensed from Keurig Dr Pepper Inc., including Crush, Dr Pepper and Schweppes, and certain juice
brands licensed from Dole Food Company, Inc. and Ocean Spray Cranberries, Inc. In 2022, PBNA began
to distribute Hard MTN Dew, an alcoholic beverage manufactured and owned by the Boston Beer
Company. In the first quarter of 2022, we sold our Tropicana, Naked and other select juice brands to PAI
Partners, while retaining a 39% noncontrolling interest in a newly formed joint venture, Tropicana Brands
Group (TBG), operating across North America and Europe (Juice Transaction). In the United States,
PepsiCo acts as the exclusive distributor for TBG’s portfolio of brands for small-format and foodservice
customers with chilled direct-store-delivery (DSD). See Note 13 to our consolidated financial statements
for further information.
Latin America
Either independently or in conjunction with third parties, LatAm makes, markets, distributes and sells a
number of convenient food brands including Cheetos, Doritos, Emperador, Lay’s, Marias Gamesa,
Ruffles, Sabritas, Saladitas and Tostitos, as well as many Quaker-branded convenient foods. LatAm also,
either independently or in conjunction with third parties, makes, markets, distributes and sells beverage
concentrates, fountain syrups and finished goods under various beverage brands including 7UP, Diet 7UP,
Gatorade, H2oh!, Manzanita Sol, Mirinda, Pepsi, Pepsi Black, San Carlos and Toddy. These branded
products are sold to authorized and independent bottlers, independent distributors and retailers. LatAm
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also, either independently or in conjunction with third parties, makes, markets, distributes and sells ready-
to-drink tea products through an international joint venture with Unilever (under the Lipton brand name).
Europe
Either independently or in conjunction with third parties, Europe makes, markets, distributes and sells a
number of convenient food brands including Cheetos, Doritos, Lay’s, Ruffles and Walkers, as well as
many Quaker-branded convenient foods, through consolidated businesses, as well as through
noncontrolled affiliates. Europe also, either independently or in conjunction with third parties, makes,
markets, distributes and sells beverage concentrates, fountain syrups and finished goods under various
beverage brands including 7UP, Diet Pepsi, Lubimy Sad, Mirinda, Pepsi and Pepsi Max. These branded
products are sold to authorized and independent bottlers, independent distributors and retailers. In certain
markets, however, Europe operates its own bottling plants and distribution facilities. Europe also, as part
of its beverage business, manufactures and distributes SodaStream sparkling water makers and related
products. Further, Europe makes, markets, distributes and sells a number of dairy products including
Agusha, Chudo and Domik v Derevne. Europe also, either independently or in conjunction with third
parties, makes, markets, distributes and sells ready-to-drink tea products through an international joint
venture with Unilever (under the Lipton brand name). In the first quarter of 2022, we sold our Tropicana,
Naked and other select juice brands to PAI Partners, while retaining a 39% noncontrolling interest in
TBG, operating across North America and Europe. See Note 13 to our consolidated financial statements
for further information.
Africa, Middle East and South Asia
Either independently or in conjunction with third parties, AMESA makes, markets, distributes and sells a
number of convenient food brands including Chipsy, Doritos, Kurkure, Lay’s, Sasko, Spekko and White
Star, as well as many Quaker-branded convenient foods, through consolidated businesses, as well as
through noncontrolled affiliates. AMESA also makes, markets, distributes and sells beverage concentrates,
fountain syrups and finished goods under various beverage brands including 7UP, Aquafina, Mirinda,
Mountain Dew and Pepsi. These branded products are sold to authorized and independent bottlers,
independent distributors and retailers. In certain markets, however, AMESA operates its own bottling
plants and distribution facilities. AMESA also, either independently or in conjunction with third parties,
makes, markets, distributes and sells ready-to-drink tea products through an international joint venture
with Unilever (under the Lipton brand name).
Asia Pacific, Australia and New Zealand and China Region
Either independently or in conjunction with third parties, APAC makes, markets, distributes and sells a
number of convenient food brands including BaiCaoWei, Cheetos, Doritos, Lay’s and Smith’s, as well as
many Quaker-branded convenient foods, through consolidated businesses, as well as through
noncontrolled affiliates. APAC also makes, markets, distributes and sells beverage concentrates, fountain
syrups and finished goods under various beverage brands including 7UP, Aquafina, Mirinda, Mountain
Dew, Pepsi and Sting. These branded products are sold to authorized and independent bottlers,
independent distributors and retailers. APAC also, either independently or in conjunction with third
parties, makes, markets, distributes and sells ready-to-drink tea products through an international joint
venture with Unilever (under the Lipton brand name).
Our Distribution Network
Our products are primarily brought to market through DSD, customer warehouse and distributor networks
and are also sold directly to consumers through e-commerce platforms and retailers. The distribution
system used depends on customer needs, product characteristics and local trade practices.
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Direct-Store-Delivery
We, our independent bottlers and our distributors operate DSD systems that deliver beverages and
convenient foods directly to retail stores where the products are merchandised by our employees or our
independent bottlers. DSD enables us to merchandise with maximum visibility and appeal. DSD is
especially well-suited to products that are restocked often and respond to in-store promotion and
merchandising.
Customer Warehouse
Some of our products are delivered from our manufacturing plants and distribution centers, both company
and third-party operated, to customer warehouses. These less costly systems generally work best for
products that are less fragile and perishable, and have lower turnover.
Distributor Networks
We distribute many of our products through third-party distributors. Third-party distributors are
particularly effective when greater distribution reach can be achieved by including a wide range of
products on the delivery vehicles. For example, our foodservice and vending business distributes
beverages and convenient foods to restaurants, businesses, schools and stadiums through third-party
foodservice and vending distributors and operators.
E-commerce
Our products are also available and sold directly to consumers on a growing number of company-owned
and third-party e-commerce websites and mobile commerce applications.
Ingredients and Other Supplies
The principal ingredients we use in our beverage and convenient food products are aspartame, corn, corn
sweeteners, flavorings, flour, juice concentrates, oats, potatoes, raw milk, rice, seasonings, sucralose,
sugar, vegetable and essential oils, and wheat. We also use water in the manufacturing of our products.
Our key packaging materials include plastic resins, including polyethylene terephthalate (PET) and
polypropylene resins used for plastic beverage bottles and film packaging used for convenient foods,
aluminum, glass, closures, cardboard and paperboard cartons. In addition, we continue to integrate
recyclability into our product development process and support the increased use of recycled content,
including recycled PET, in our packaging. Fuel, electricity and natural gas are also important commodities
for our businesses due to their use in our and our business partners’ facilities and the vehicles delivering
our products. We employ specialists to secure adequate supplies of many of these items and have not
experienced any significant continuous shortages that would prevent us from meeting our requirements.
Many of these ingredients, raw materials and commodities are purchased in the open market. The prices
we pay for such items are subject to fluctuation, and we manage this risk through the use of fixed-price
contracts and purchase orders, pricing agreements and derivative instruments, including swaps and
futures. In addition, risk to our supply of certain raw materials is mitigated through purchases from
multiple geographies and suppliers. When prices increase, we may or may not pass on such increases to
our customers. In addition, we continue to make investments to improve the sustainability and resources
of our agricultural supply chain, including the development of our initiative to advance sustainable
farming practices by our suppliers and expanding it further globally. During 2022, we continued to
experience increased commodity, packaging and other input costs and, in some instances, supply
constraints related to the deadly conflict in Ukraine, the novel coronavirus (COVID-19) pandemic, the
inflationary cost environment, adverse weather conditions, supply chain disruptions and labor shortages,
which has continued into fiscal 2023. See Note 9 to our consolidated financial statements for further
information on how we manage our exposure to commodity prices.
We also maintain voluntary supply chain finance agreements with several participating global financial
institutions, pursuant to which our suppliers, at their sole discretion, may elect to sell their accounts
receivable with PepsiCo to such global financial institutions. These agreements did not have a material
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impact on our business or financial results. See “Our Financial Results – Our Liquidity and Capital
Resources” in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations” for further information.
Our Brands and Intellectual Property Rights
We own numerous valuable trademarks which are essential to our worldwide businesses, including
Agusha, Amp Energy, Aquafina, Aquafina Flavorsplash, Arto Lifewtr, Baja Blast, BaiCaoWei, Bare,
Bokomo, bubly, Cap’n Crunch, Ceres, Cheetos, Chester’s, Chipsy, Chokis, Chudo, Cracker Jack,
Crunchy, Diet Mountain Dew, Diet Mug, Diet Pepsi, Diet 7UP (outside the United States), Domik v
Derevne, Doritos, Driftwell, Duyvis, Elma Chips, Emperador, Evolve, Frito-Lay, Fritos, Fruktovy Sad,
G2, Gamesa, Gatorade, Gatorade Fit, Gatorade Zero, Gatorlyte, Grandma’s, H2oh!, Hard MTN Dew,
Health Warrior, Imunele, J7, Kas, Kurkure, Lay’s, Life, Lifewtr, Liquifruit, Lubimy, Manzanita Sol,
Marias Gamesa, Matutano, Mirinda, Miss Vickie’s, Moirs, Mother’s, Mountain Dew, Mountain Dew
Code Red, Mountain Dew Game Fuel, Mountain Dew Kickstart, Mountain Dew Zero Sugar, MTN Dew
Energy, Mug, Munchies, Muscle Milk, Near East, Off the Eaten Path, Paso de los Toros, Pasta Roni, Pearl
Milling Company, Pepsi, Pepsi Black, Pepsi Max, Pepsi Zero Sugar, PopCorners, Pronutro, Propel,
Quaker, Quaker Chewy, Quaker Simply Granola, Rice-A-Roni, Rockstar Energy, Rold Gold, Ruffles,
Sabritas, Safari, Sakata, Saladitas Gamesa, San Carlos, Sandora, Santitas, Sasko, 7UP (outside the United
States), 7UP Free (outside the United States), Sierra Mist, Sierra Mist Zero Sugar, Simba, Smartfood,
Smith’s, Snack a Jacks, SoBe, SodaStream, Sonric’s, Spekko, Stacy’s, Starry, Sting, Stubborn Soda,
SunChips, Toddy, Toddynho, Tostitos, V Water, Vesely Molochnik, Walkers, Weetbix, White Star, Ya
and Yachak. We also hold long-term licenses to use valuable trademarks in connection with our products
in certain markets, including Ocean Spray. We also distribute Celsius energy drinks and various Keurig Dr
Pepper Inc. brands, including Dr Pepper in certain markets, Crush and Schweppes. Joint ventures in which
we have an ownership interest either own or have the right to use certain trademarks, such as Lipton,
Sabra and Starbucks. In addition, in the first quarter of 2022, we sold our Tropicana, Naked and other
select juice brands to PAI Partners, while retaining a 39% noncontrolling interest in TBG, operating across
North America and Europe. In the United States, PepsiCo acts as the exclusive distributor for TBG’s
portfolio of brands for small-format and foodservice customers with chilled DSD. See Note 13 to our
consolidated financial statements for further information. In 2022, we began to distribute Hard MTN Dew,
an alcoholic beverage manufactured and owned by the Boston Beer Company. We have licensed the use
of the Hard MTN Dew trademark to the Boston Beer Company, which has appointed us as their distributor
for this product. Trademarks remain valid so long as they are used properly for identification purposes,
and we emphasize correct use of our trademarks. We have authorized, through licensing arrangements, the
use of many of our trademarks in such contexts as convenient food joint ventures and beverage bottling
appointments. In addition, we license the use of our trademarks on merchandise that is sold at retail, which
enhances brand awareness.
We either own or have licenses to use a number of patents which relate to certain of our products, their
packaging, the processes for their production and the design and operation of various equipment used in
our businesses. Some of these patents are licensed to others.
Seasonality
Our businesses are affected by seasonal variations. Our beverage and convenient food sales are generally
highest in the third quarter due to seasonal and holiday-related patterns and generally lowest in the first
quarter. However, taken as a whole, seasonality has not had a material impact on our consolidated
financial results.
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Our Customers
Our customers include wholesale and other distributors, foodservice customers, grocery stores, drug
stores, convenience stores, discount/dollar stores, mass merchandisers, membership stores, hard
discounters, e-commerce retailers and authorized independent bottlers, among others. We normally grant
our independent bottlers exclusive contracts to sell and manufacture certain beverage products bearing our
trademarks within a specific geographic area. These arrangements provide us with the right to charge our
independent bottlers for concentrate, finished goods and Aquafina royalties and specify the manufacturing
process required for product quality. We also grant distribution rights to our independent bottlers for
certain beverage products bearing our trademarks for specified geographic areas.
We rely on and provide financial incentives to our customers to assist in the distribution and promotion of
our products to the consumer. For our independent distributors and retailers, these incentives include
volume-based rebates, product placement fees, promotions and displays. For our independent bottlers,
these incentives are referred to as bottler funding and are negotiated annually with each bottler to support
a variety of trade and consumer programs, such as consumer incentives, advertising support, new product
support, and vending and cooler equipment placement. Consumer incentives include pricing discounts and
promotions, and other promotional offers. Advertising support is directed at advertising programs and
supporting independent bottler media. New product support includes targeted consumer and retailer
incentives and direct marketplace support, such as point-of-purchase materials, product placement fees,
media and advertising. Vending and cooler equipment placement programs support the acquisition and
placement of vending machines and cooler equipment. The nature and type of programs vary annually.
Changes to the retail landscape, including increased consolidation of retail ownership, the continued
growth of sales through e-commerce websites and mobile commerce applications, including through
subscription services and other direct-to-consumer businesses, the integration of physical and digital
operations among retailers, as well as the international expansion of hard discounters, and the current
economic environment continue to increase the importance of major customers. In 2022, sales to Walmart
Inc. (Walmart) and its affiliates, including Sam’s Club (Sam’s), represented approximately 14% of our
consolidated net revenue, with sales reported across all of our divisions, including concentrate sales to our
independent bottlers, which were used in finished goods sold by them to Walmart. The loss of this
customer would have a material adverse effect on our FLNA, QFNA and PBNA divisions.
Our Competition
Our beverage and convenient food products are in highly competitive categories and markets and compete
against products of international beverage and convenient food companies that, like us, operate in multiple
geographies, as well as regional, local and private label manufacturers and economy brands and other
competitors, including smaller companies developing and selling micro brands directly to consumers
through e-commerce platforms or through retailers focused on locally-sourced products. In many countries
in which our products are sold, including the United States, The Coca-Cola Company is our primary
beverage competitor. Other beverage and convenient food competitors include, but are not limited to,
Campbell Soup Company, Conagra Brands, Inc., Hormel Foods Corporation, Kellogg Company, Keurig
Dr Pepper Inc., The Kraft Heinz Company, Link Snacks, Inc., Mondelēz International, Inc., Monster
Beverage Corporation, Nestlé S.A., Red Bull GmbH and Utz Brands, Inc.
Many of our convenient food products hold significant leadership positions in the convenient food
industry in the United States and worldwide. In 2022, we and The Coca-Cola Company represented
approximately 20% and 21%, respectively, of the U.S. liquid refreshment beverage category by estimated
retail sales in measured channels, according to Information Resources, Inc. However, The Coca-Cola
Company has significant carbonated soft drink (CSD) share advantage in many markets outside the United
States.
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Our beverage and convenient food products compete primarily on the basis of brand recognition and
loyalty, taste, price, value, quality, product variety, innovation, distribution, advertising, marketing and
promotional activity (including digital), packaging, convenience, service and the ability to anticipate and
effectively respond to consumer preferences and trends, including increased consumer focus on health and
wellness and sustainability and the continued acceleration of e-commerce and other methods of
distributing and purchasing products. Success in this competitive environment is dependent on effective
promotion of existing products, effective introduction of new products and reformulations of existing
products, increased efficiency in production techniques, effective incorporation of technology and digital
tools across all areas of our business, the effectiveness of our advertising campaigns, marketing programs,
product packaging and pricing, new vending and dispensing equipment and brand and trademark
development and protection. We believe that the strength of our brands, innovation and marketing,
coupled with the quality of our products and flexibility of our distribution network, allows us to compete
effectively.
Research and Development
We engage in a variety of research and development activities and invest in innovation globally with the
goal of meeting the needs of our customers and consumers and accelerating growth. These activities
principally involve: innovations focused on creating consumer preferred products to grow and transform
our portfolio through development of new technologies, ingredients, flavors and substrates; development
and improvement of our manufacturing processes, including reductions in cost and environmental
footprint; implementing product improvements to our global portfolio that reduce added sugars, sodium or
saturated fat; offering more products with functional ingredients and positive nutrition including whole
grains, fruit, vegetables, dairy, protein, fiber, micronutrients and hydration; development of packaging
technology and new package designs, including reducing the amount of plastic in our packaging and
developing recyclable, compostable, biodegradable or otherwise sustainable packaging; development of
marketing, merchandising and dispensing equipment; further expanding our beyond the bottle portfolio
including innovation for our SodaStream business; investments in technology and digitalization, including
artificial intelligence and data analytics to enhance our consumer insights and research; continuing to
strengthen our omnichannel capabilities, particularly in e-commerce; and efforts focused on reducing our
impact on the environment, including reducing water use in our operations and our agricultural practices
and reducing our environmental impact in our operations throughout our value chain.
Our research centers are located around the world, including in Brazil, China, India, Ireland, Mexico,
Russia, South Africa, the United Kingdom and the United States, and leverage consumer insights, food
science and engineering to meet our strategy to continually innovate our portfolio of beverages and
convenient foods.
Regulatory Matters
The conduct of our businesses, including the production, storage, distribution, sale, display, advertising,
marketing, labeling, content, quality, safety, transportation, packaging, disposal, recycling and use of our
products, as well as our employment and occupational health and safety practices and protection of
personal information, are subject to various laws and regulations administered by federal, state and local
governmental agencies in the United States, as well as to laws and regulations administered by
government entities and agencies in the more than 200 other countries and territories in which our
products are made, manufactured, distributed or sold. It is our policy to abide by the laws and regulations
around the world that apply to our businesses.
The U.S. laws and regulations that we are subject to include, but are not limited to: the Federal Food, Drug
and Cosmetic Act and various state laws governing food safety; the Food Safety Modernization Act; the
Occupational Safety and Health Act and various state laws and regulations governing workplace health
8
and safety; various federal, state and local environmental protection laws, as discussed below; the Federal
Motor Carrier Safety Act; the Federal Trade Commission Act; the Lanham Act; various federal and state
laws and regulations governing competition and trade practices, including the Robinson-Patman Act and
the Clayton Act; various federal and state laws and regulations governing our employment practices,
including those related to equal employment opportunity, such as the Equal Employment Opportunity Act
and the National Labor Relations Act and those related to overtime compensation, such as the Fair Labor
Standards Act; various state and federal laws pertaining to sale and distribution of alcohol beverages; data
privacy and personal data protection laws and regulations, including the California Consumer Privacy Act
of 2018 (as modified by the California Privacy Rights Act); customs and foreign trade laws and
regulations, including laws regarding the import or export of our products or ingredients used in our
products and tariffs; laws regulating the sale of certain of our products in schools; laws regulating the
ingredients or substances contained in, or attributes of, our products; laws regulating our supply chain,
including the 2010 California Transparency in Supply Chains Act and laws relating to the payment of
taxes. We are also required to comply with the Foreign Corrupt Practices Act and the Trade Sanctions
Reform and Export Enhancement Act. We are also subject to various state and local statutes and
regulations, including state consumer protection laws such as Proposition 65 in California, which requires
that a specific warning appear on any product that contains a substance listed by the State of California as
having been found to cause cancer or birth defects, unless the amount of such substance in the product is
below a safe harbor level.
We are subject to numerous similar and other laws and regulations outside the United States, including but
not limited to laws and regulations governing food safety, international trade and tariffs, supply chains,
including the U.K. Modern Slavery Act, occupational health and safety, competition, anti-corruption and
data privacy, including the European Union General Data Protection Regulation. In many jurisdictions,
compliance with competition laws is of special importance to us due to our competitive position in those
jurisdictions, as is compliance with anti-corruption laws, including the U.K. Bribery Act. We rely on legal
and operational compliance programs, as well as in-house and outside counsel and other experts, to guide
our businesses in complying with the laws and regulations around the world that apply to our businesses.
In addition, certain jurisdictions have either imposed, or are considering imposing, new or increased taxes
on the manufacture, distribution or sale of our products, ingredients or substances contained in, or
attributes of, our products or commodities used in the production of our products. These taxes vary in
scope and form: some apply to all beverages, including non-caloric beverages, while others apply only to
beverages with a caloric sweetener (e.g., sugar). Similarly, some measures apply a single tax rate per
ounce/liter on beverages containing over a certain level of added sugar (or other sweetener) while others
apply a graduated tax rate depending upon the amount of added sugar (or other sweetener) in the beverage
and some apply a flat tax rate on beverages containing a particular substance or ingredient, regardless of
the level of such substance or ingredient.
In addition, certain jurisdictions have either imposed, or are considering imposing, product labeling or
warning requirements or other limitations on the marketing or sale of certain of our products as a result of
ingredients or substances contained in such products or the audience to whom products are marketed.
These types of provisions have required that we highlight perceived concerns about a product, warn
consumers to avoid consumption of certain ingredients or substances present in our products, restrict the
age of consumers to whom products are marketed or sold or limit the location in which our products may
be available. It is possible that similar or more restrictive requirements may be proposed or enacted in the
future.
In addition, certain jurisdictions have either imposed or are considering imposing regulations designed to
increase recycling rates, encourage waste reduction or to restrict the sale of products utilizing certain
packaging. These regulations vary in scope and form from deposit return systems designed to incentivize
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the return of beverage containers, to extended producer responsibility policies and even restrictions or
bans on the use of certain types of packaging, including single-use plastics and packaging containing per-
and polyfluoroalkyl substances (PFAS). It is possible that similar or more restrictive requirements may be
proposed or enacted in the future.
We are also subject to national and local environmental laws in the United States and in foreign countries
in which we do business, including laws related to water consumption and treatment, wastewater
discharge and air emissions. In the United States, we are subject to the Clean Air Act, the Clean Water
Act, the Comprehensive Environmental Response, Compensation and Liability Act, the Resource
Conservation and Recovery Act and other federal, state and local laws and regulations regarding handling,
storage, release and disposal of wastes generated onsite and sent to third-party owned and operated offsite
licensed facilities. Our operations outside the United States are subject to similar laws and regulations. In
addition, continuing concern over environmental, social and governance matters, including climate
change, is expected to continue to result in new or increased legal and regulatory requirements (in or
outside of the United States) to reduce emissions to mitigate the potential effects of greenhouse gases, to
limit or impose additional costs on commercial water use due to local water scarcity concerns or to expand
mandatory reporting of certain environmental, social and governance metrics. Our policy is to abide by all
applicable environmental laws and regulations, and we have internal programs in place with respect to our
global environmental compliance. We have made, and plan to continue making, necessary expenditures
for compliance with applicable environmental laws and regulations and to achieve our sustainability goals.
While these expenditures have not had a material impact on our business, financial condition or results of
operations to date, changes in environmental compliance requirements, and expenditures necessary to
comply with such requirements or to achieve our sustainability goals, could adversely affect our financial
performance. In addition, we and our subsidiaries are subject to environmental remediation obligations
arising in the normal course of business, as well as remediation and related indemnification obligations in
connection with certain historical activities and contractual obligations, including those of businesses or
properties acquired by us or our subsidiaries. While these environmental remediation and indemnification
obligations cannot be predicted with certainty, such obligations have not had, and are not expected to
have, a material impact on our capital expenditures, earnings or competitive position.
In addition to the discussion in this section, see also “Item 1A. Risk Factors.”
Human Capital
PepsiCo believes that human capital management, including attracting, developing and retaining a high
quality workforce, is critical to our long-term success. Our Board of Directors (Board) and its Committees
provide oversight on a broad range of human capital management topics, including corporate culture,
diversity, equity and inclusion, pay equity, health and safety, training and development and compensation
and benefits.
We employed approximately 315,000 people worldwide as of December 31, 2022, including
approximately 132,000 people within the United States. We are party to numerous collective bargaining
agreements and believe that relations with our employees are generally good.
Protecting the safety, health, and well-being of our associates around the world is PepsiCo’s top priority.
We strive to achieve an injury-free work environment. We also continue to invest in emerging
technologies to protect our employees from injuries, including leveraging fleet telematics and distracted
driving technology, resulting in reductions in road traffic incidents, and deploying ergonomic and machine
safety risk reduction solutions. In addition, throughout the COVID-19 pandemic, we have remained
focused on the health and safety of our associates, especially our frontline associates who continue to
make, move and sell our products during this critical time, including by continuing to implement various
safety protocols in our facilities, providing personal protective equipment and enabling testing. We are
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also focused on the safety of our associates in Ukraine and have provided humanitarian aid, goods and
services to support our people and communities facing the ongoing deadly conflict.
We believe that our culture of diversity, equity and inclusion is a competitive advantage that fuels
innovation, enhances our ability to attract and retain talent and strengthens our reputation. We continually
strive to improve the attraction, retention, and advancement of diverse associates to ensure we sustain a
high-caliber pipeline of talent that also represents the communities we serve. As of December 31, 2022,
our global workforce was approximately 27% female, while management roles were approximately 44%
female. As of December 31, 2022, approximately 48% of our U.S. workforce was comprised of racially/
ethnically diverse individuals, of which approximately 33% of our U.S. associates in managerial roles
were racially/ethnically diverse individuals. The Board has overseen appointments of current direct reports
of our Chief Executive Officer, who include 7 executives globally who are racially/ethnically diverse and/
or female.
We are also committed to the continued growth and development of our associates. PepsiCo supports and
develops its associates through a variety of global training and development programs that build and
strengthen employees' leadership and professional skills, including career development plans, mentoring
programs and in-house learning opportunities, such as PEP U Degreed, our internal global online learning
resource. In 2022, PepsiCo employees completed over 1 million hours of training.
Available Information
We are required to file annual, quarterly and current reports, proxy statements and other information with
the U.S. Securities and Exchange Commission (SEC). The SEC maintains an Internet site that contains
reports, proxy and information statements, and other information regarding issuers that file electronically
with the SEC at http://www.sec.gov.
Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K,
proxy statements and amendments to those documents filed or furnished pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (Exchange Act), are also available free of
charge on our Internet site at http://www.pepsico.com as soon as reasonably practicable after such reports
are electronically filed with or furnished to the SEC.
Investors should note that we currently announce material information to our investors and others using
filings with the SEC, press releases, public conference calls, webcasts or our corporate website
(www.pepsico.com), including news and announcements regarding our financial performance, key
personnel, our brands and our business strategy. Information that we post on our corporate website could
be deemed material to investors. We encourage investors, the media, our customers, consumers, business
partners and others interested in us to review the information we post on these channels. We may from
time to time update the list of channels we will use to communicate information that could be deemed
material and will post information about any such change on www.pepsico.com. The information on our
website is not, and shall not be deemed to be, a part hereof or incorporated into this or any of our other
filings with the SEC.
Item 1A. Risk Factors.
The following risks, some of which have occurred and any of which may occur in the future, can have a
material adverse effect on our business or financial performance, which in turn can affect the price of our
publicly traded securities. These are not the only risks we face. There may be other risks we are not
currently aware of or that we currently deem not to be material but that may become material in the future.
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Business Risks
Risks associated with the deadly conflict in Ukraine
The deadly conflict in Ukraine has continued to result in worldwide geopolitical and macroeconomic
uncertainty and certain of our operations in Ukraine remain suspended. The conflict has resulted and could
continue to result in volatile commodity markets, supply chain disruptions, increased risk of cyber
incidents or other disruptions to our information systems, reputational risk, heightened risks to employee
safety, business disruptions (including labor shortages), significant volatility of the Russian ruble,
limitations on access to credit markets and other corporate banking services, including working capital
facilities, reduced availability and increased costs for transportation, energy, packaging and raw materials
and other input costs, environmental, health and safety risks related to securing and maintaining facilities,
additional sanctions, export controls and other legislation or regulations (including restrictions on the
transfer of funds to and from Russia). The ongoing conflict could result in the temporary or permanent
loss of assets or result in additional impairment charges. We cannot predict how and the extent to which
the conflict will continue to affect our employees, operations, customers, consumers or business partners
or our ability to achieve certain of our sustainability goals. The conflict has adversely affected and could
continue to adversely affect demand for our products and our global business.
Reduction in future demand for our products would adversely affect our business.
Demand for our products depends in part on our ability to innovate and anticipate and effectively respond
to shifts in consumer trends and preferences, including the types of products our consumers want and how
they browse for, purchase and consume them. Consumer preferences continuously evolve due to a variety
of factors, including: changes in consumer demographics, consumption patterns and channel preferences
(including continued increases in the e-commerce and online-to-offline channels); pricing; product
quality; concerns or perceptions regarding packaging and its environmental impact (such as single-use and
other plastic packaging); and concerns or perceptions regarding the nutrition profile and health effects of,
or location of origin of, ingredients or substances in our products or packaging, including due to the results
of third-party studies (whether or not scientifically valid). Concerns with any of the foregoing could lead
consumers to reduce or publicly boycott the purchase or consumption of our products. Pandemics,
epidemics or other disease outbreaks, such as COVID-19, have also impacted and could continue to
impact consumer preferences and demand for our products. Consumer preferences are also influenced by
perception of our brand image or the brand images of our products, the success of our advertising and
marketing campaigns, our ability to engage with our consumers in the manner they prefer, including
through the use of digital media or assets, and the perception of our use, the use of social media and our
response to political and social issues or catastrophic events. These and other factors have reduced in the
past and could continue to reduce consumers’ willingness to purchase certain of our products. Any
inability on our part to anticipate or react to changes in consumer preferences and trends, or make the right
strategic investments to do so, including investments in data analytics to understand consumer trends, can
lead to reduced demand for our products, lead to inventory write-offs or erode our competitive and
financial position, thereby adversely affecting our business. In addition, our business operations, including
our supply chain, are subject to disruption by natural disasters, pandemics, epidemics or other events
beyond our control that could negatively impact product availability and decrease demand for our products
if our crisis management plans do not effectively mitigate these issues.
Damage to our reputation or brand image can adversely affect our business.
Maintaining a positive reputation globally is critical to selling our products. Our reputation or brand image
has in the past been, and could in the future be, adversely impacted by a variety of factors, including: any
failure by us or our business partners to maintain high ethical, business and environmental, social and
governance practices, including with respect to human rights, child labor laws, diversity, equity and
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inclusion, workplace conditions and employee health and safety; any failure, or perception of a failure, to
achieve our environmental, social and governance goals, including with respect to the nutrition profile of
our products, diversity, equity and inclusion initiatives, packaging, water use and our impact on the
environment; any failure to address health or other concerns about our products, products we distribute
(including alcoholic beverages), or particular ingredients in our products, including concerns regarding
whether certain of our products contribute to obesity or an increase in public health costs; our research and
development efforts; any product quality or safety issues, including the recall of any of our products; any
failure to comply with laws and regulations; consumer perception of our advertising campaigns,
sponsorship arrangements, marketing programs, use of social media and our response to political and
social issues or catastrophic events; or any failure to effectively respond to negative or inaccurate
comments about us on social media or otherwise regarding any of the foregoing. Damage to our reputation
or brand image has in the past and could in the future decrease demand for our products, thereby adversely
affecting our business.
Product recalls or other issues or concerns with respect to product quality and safety can adversely
affect our business.
We have and could in the future recall products due to product quality or safety issues, including actual or
alleged mislabeling, misbranding, spoilage, undeclared allergens, adulteration or contamination. Joint
ventures in which we have an interest have also recalled, and could in the future recall, products for the
same or other reasons. Product recalls have in the past and could in the future adversely affect our
business by resulting in losses due to their cost, the destruction of product inventory or lost sales due to
any unavailability of the product for a period of time. In addition, product quality or safety issues, whether
as a result of failure to comply with food safety laws or otherwise, have in the past and could in the future
also reduce consumer confidence and demand for our products, cause production and delivery disruptions,
and result in increased costs (including payment of fines and/or judgments) and damage our reputation (or
the reputation of joint ventures in which we have an interest), particularly as we or our joint ventures
continue to expand into new categories, such as the distribution of alcoholic beverages, all of which can
adversely affect our business. Failure to maintain adequate oversight over product quality or safety can
result in product recalls, litigation, government investigations or inquiries or civil or criminal proceedings,
all of which may result in fines, penalties, damages or criminal liability. Our business can also be
adversely affected if consumers lose confidence in product quality, safety and integrity generally, even if
such loss of confidence is unrelated to products in our portfolio.
Any inability to compete effectively can adversely affect our business.
Our products compete against products of international beverage and convenient food companies that, like
us, operate in multiple geographies, as well as regional, local and private label and economy brand
manufacturers and other competitors, including smaller companies developing and selling micro brands
directly to consumers through e-commerce platforms or through retailers focused on locally sourced
products. In many countries in which our products are sold, including the United States, The Coca-Cola
Company is our primary beverage competitor. Our products compete primarily on the basis of brand
recognition and loyalty, taste, price, value, quality, product variety, innovation, distribution, advertising,
marketing and promotional activity, packaging, convenience, service and the ability to anticipate and
effectively respond to consumer preferences and trends. Our business can be adversely affected if we are
unable to effectively promote or develop our existing products or introduce and effectively market new
products, if we are unable to effectively adopt new technologies, including artificial intelligence and data
analytics to develop new commercial insights and improve operating efficiencies, if we are unable to
continuously strengthen and evolve our capabilities in digital marketing, if our competitors spend more
aggressively than we do or if we are otherwise unable to effectively respond to supply disruptions, pricing
pressure (including as a result of commodity inflation) or otherwise compete effectively, and we may be
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unable to grow or maintain sales or category share or we may need to increase capital, marketing or other
expenditures.
Failure to attract, develop and maintain a highly skilled and diverse workforce or effectively manage
changes in our workforce can have an adverse effect on our business.
Our business requires that we attract, develop and maintain a highly skilled and diverse workforce. Our
employees are highly sought after by our competitors and other companies and our continued ability to
compete effectively depends on our ability to attract, retain, develop and motivate highly skilled personnel
for all areas of our organization. Our ability to do so has been and may continue to be impacted by
challenges in the labor market, which has experienced and may continue to experience wage inflation,
labor shortages, increased employee turnover, changes in availability of our workforce and a shift toward
remote work. Any unplanned turnover, sustained labor shortage or unsuccessful implementation of our
succession plans to backfill current leadership positions, including the Chief Executive Officer, or failure
to attract, develop and maintain a highly skilled and diverse workforce, including with key capabilities
such as e-commerce and digital marketing and data analytic skills, can deplete our institutional knowledge
base, erode our competitive advantage or result in increased costs due to increased competition for
employees, higher employee turnover or increased employee benefit costs. In addition, failure to attract,
retain and develop associates from underrepresented communities can damage our business results and our
reputation. Any of the foregoing can adversely affect our business.
Water scarcity can adversely affect our business.
We and our business partners use water in the manufacturing of our products. Water is also essential to the
production of the raw materials needed in our manufacturing process. Lack of available water of
acceptable quality, actions by governmental and non-governmental organizations, investors, customers
and consumers on water scarcity and increasing pressure to conserve and replenish water in areas of
scarcity and stress, including due to the effects of climate change, can lead to: supply chain disruption;
adverse effects on our operations or the operations of our business partners; higher compliance costs;
increased capital expenditures (including investments in the development of technologies to enhance water
efficiency and reduce consumption); higher production costs, including less favorable pricing for water;
the interruption or cessation of operations at, or relocation of, our facilities or the facilities of our business
partners; failure to achieve our goals relating to water use; perception of our failure to act responsibly with
respect to water use or to effectively respond to legal or regulatory requirements concerning water
scarcity; or damage to our reputation, any of which can adversely affect our business.
Changes in the retail landscape or in sales to any key customer can adversely affect our business.
The retail landscape continues to evolve, including continued growth in e-commerce channels and hard
discounters. Our business will be adversely affected if we are unable to maintain and develop successful
relationships with e-commerce retailers and hard discounters, while also maintaining relationships with
our key customers operating in traditional retail channels (many of whom are also focused on increasing
their e-commerce sales). Our business can be adversely affected if e-commerce channels and hard
discounters take significant additional market share away from traditional retailers or we fail to find ways
to create increasingly better digital tools and capabilities for our retail customers to enable them to grow
their businesses. In addition, our business can be adversely affected if we are unable to profitably expand
our own direct-to-consumer e-commerce capabilities. The retail industry is also impacted by increased
consolidation of ownership and purchasing power, particularly in North America, Europe and Latin
America, resulting in large retailers or buying groups with increased purchasing power, impacting our
ability to compete in these areas. Consolidation also adversely impacts our smaller customers’ ability to
compete effectively, resulting in an inability on their part to pay for our products or reduced or canceled
orders of our products. Further, we must maintain mutually beneficial relationships with our key
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customers, including Walmart, to compete effectively. Any inability to resolve a significant dispute with
any of our key customers, a change in the business condition (financial or otherwise) of any of our key
customers, even if unrelated to us, a significant reduction in sales to any key customer, or the loss of any
of our key customers can adversely affect our business.
Disruption of our manufacturing operations or supply chain, including continued increased
commodity, packaging, transportation, labor and other input costs, can adversely affect our business.
We have experienced and could continue to experience disruption in our manufacturing operations and
supply chain. Many of the raw materials and supplies used in the production of our products are sourced
from countries experiencing civil unrest, political instability or unfavorable economic conditions. Some
raw materials and supplies, including packaging materials, are available only from a limited number of
suppliers or from a sole supplier or are in short supply when seasonal demand is at its peak. There can be
no assurance that we will be able to maintain favorable arrangements and relationships with suppliers or
that our contingency plans will be effective to mitigate disruptions that may arise from shortages or
discontinuation of any raw materials and other supplies that we use in the manufacture, production and
distribution of our products or from operational or financial instability of our key suppliers. Any sustained
or significant disruption in the future to the manufacturing or sourcing of products or materials could
increase our costs and interrupt product supply, which can adversely impact our business.
The raw materials and other supplies, including agricultural commodities, fuel and packaging materials,
such as recycled PET, transportation, labor and other supply chain inputs that we use for the
manufacturing, production and distribution of our products are subject to price volatility and fluctuations
in availability caused by many factors, including changes in supply and demand, supplier capacity
constraints, inflation, weather conditions (including potential effects of climate change), fire, natural
disasters, disease or pests (including the impact of greening disease on the citrus industry), agricultural
uncertainty, health epidemics or pandemics or other contagious outbreaks (including COVID-19), labor
shortages or changes in availability of our or our business partners’ workforce (including the lack of
availability of truck drivers or as a result of COVID-19), strikes or work stoppages (including by railway
workers or other third parties involved in the manufacture, production and distribution of our products),
governmental incentives and controls (including import/export restrictions, such as new or increased
tariffs, sanctions, quotas or trade barriers), port congestions or delays, transport capacity constraints,
cybersecurity incidents or other disruptions, loss or impairment of key manufacturing sites, political
uncertainties, acts of terrorism, governmental instability or currency exchange rates. Many of our raw
materials and supplies are purchased in the open market and the prices we pay for such items are subject
to fluctuation. We experienced higher than anticipated commodity, packaging and transportation costs
during 2022, which may continue. When input prices increase unexpectedly or significantly, we may be
unwilling or unable to increase our product prices or unable to effectively hedge against price increases to
offset these increased costs without suffering reduced volume, revenue, margins and operating results.
Political and social conditions can adversely affect our business.
Political and social conditions in the markets in which our products are sold have been and could continue
to be difficult to predict, resulting in adverse effects on our business. The results of elections, referendums
or other political conditions (including government shutdowns or hostilities between countries) in these
markets have in the past and could continue to impact how existing laws, regulations and government
programs or policies are implemented or result in uncertainty as to how such laws, regulations, programs
or policies may change, including with respect to tariffs, sanctions, environmental and climate change
regulations, taxes, benefit programs, the movement of goods, services and people between countries,
relationships between countries, customer or consumer perception of a particular country or its
government and other matters, and has resulted in and could continue to result in exchange rate
fluctuation, volatility in global stock markets and global economic uncertainty or adversely affect demand
15
for our products, any of which can adversely affect our business. In addition, political and social
conditions in certain cities throughout the U.S. as well as globally have resulted in demonstrations and
protests, including in connection with political elections and civil rights and liberties. Our operations or
the operations of our business partners, including the distribution of our products and the ingredients or
other raw materials used in the production of our products, may be disrupted if such events persist for a
prolonged period of time, including due to actions taken by governmental authorities in affected cities and
regions, which can adversely affect our business.
Our business can be adversely affected if we are unable to grow in developing and emerging markets.
Our success depends in part on our ability to grow our business in developing and emerging markets,
including Mexico, the Middle East, China, South Africa, Brazil and India. There can be no assurance that
our products will be accepted or be successful in any particular developing or emerging market, due to
competition, price, cultural differences, consumer preferences, method of distribution or otherwise. Our
business in these markets has been and could continue in the future to be impacted by economic, political
and social conditions; acts of war, terrorist acts, and civil unrest, including demonstrations and protests;
competition; tariffs, sanctions or other regulations restricting contact with certain countries in these
markets; foreign ownership restrictions; nationalization of our assets or the assets of our business partners;
government-mandated closure, or threatened closure, of our operations or the operations of our business
partners; restrictions on the import or export of our products or ingredients or substances used in our
products; highly inflationary economies; devaluation or fluctuation or demonetization of currency;
regulations on the transfer of funds to and from foreign countries, currency controls or other currency
exchange restrictions, which result in significant cash balances in foreign countries, from time to time, or
can significantly affect our ability to effectively manage our operations in certain of these markets and can
result in the deconsolidation of such businesses; the lack of well-established or reliable legal systems;
increased costs of doing business due to compliance with complex foreign and U.S. laws and regulations
that apply to our international operations, including the Foreign Corrupt Practices Act, the U.K. Bribery
Act and the Trade Sanctions Reform and Export Enhancement Act; and adverse consequences, such as the
assessment of fines or penalties, for any failure to comply with laws and regulations. Our business can be
adversely affected if we are unable to expand our business in developing and emerging markets,
effectively operate, or manage the risks associated with operating, in these markets, or achieve the return
on capital we expect from our investments in these markets.
Changes in economic conditions can adversely impact our business.
Many of the jurisdictions in which our products are sold have experienced and could continue to
experience uncertain or unfavorable economic conditions, such as high inflation and adverse changes in
interest rates, tax laws or tax rates, which could result in recessions or economic slowdowns; volatile
commodity markets; labor shortages; highly inflationary economies, devaluation, fluctuation or
demonetization of currency; contraction in the availability of credit; austerity or stimulus measures; the
effects of any default by or deterioration in the creditworthiness of the countries in which our products are
sold; or a decrease in the fair value of pension or post-retirement assets that could increase future
employee benefit costs and/or funding requirements of our pension or post-retirement plans. In addition,
we cannot predict how current or future economic conditions will affect our business partners, including
financial institutions with whom we do business, and any negative impact on any of the foregoing may
also have an adverse impact on our business.
Future cyber incidents and other disruptions to our information systems can adversely affect our
business.
We depend on information systems and technology, including public websites and cloud-based services,
for many activities important to our business, including communications within our company, interfacing
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with customers and consumers; ordering and managing inventory; managing and operating our facilities;
protecting confidential information, including personal data we collect; maintaining accurate financial
records and complying with regulatory, financial reporting, legal and tax requirements. Our business has
in the past and could in the future be negatively affected by system shutdowns, degraded systems
performance, systems disruptions or security incidents. These disruptions or incidents may be caused by
cyberattacks and other cyber
incidents, network or power outages, software, equipment or
telecommunications failures, the unintentional or malicious actions of employees or contractors, natural
disasters, fires or other catastrophic events. In addition, the increase in certain of our employees working
remotely has resulted in increased demand on our information technology infrastructure, which can be
subject to failure, disruption or unavailability, and increased vulnerability to cyberattacks and other cyber
incidents. Cyberattacks and other cyber incidents are occurring more frequently, the techniques used to
gain access to information technology systems and data, disable or degrade service or sabotage systems
are constantly evolving and becoming more sophisticated in nature and are being carried out by groups
and individuals with a wide range of expertise and motives. Cyberattacks and cyber incidents may be
difficult to detect for periods of time and take many forms including cyber extortion, denial of service,
social engineering, introduction of viruses or malware (such as ransomware), exploiting vulnerabilities in
hardware, software or other infrastructure, hacking, website defacement or theft of passwords and other
credentials, unauthorized use of computing resources for digital currency mining and business email
compromise. As with other global companies, we are regularly subject to cyberattacks and other cyber
incidents, including the types of attacks and incidents described above. If we do not allocate and
effectively manage the resources necessary to continue building and maintaining our information
technology infrastructure, or if we fail to timely identify or appropriately respond to cyberattacks or other
cyber incidents, our business has been and can continue to be adversely affected, which has resulted in and
can continue to result in some or all of the following: transaction errors, processing inefficiencies, inability
to access our data or systems, lost revenues or other costs resulting from disruptions or shutdowns of
offices, plants, warehouses, distribution centers or other facilities, intellectual property or other data loss,
litigation, claims, legal or regulatory proceedings, inquiries or investigations, fines or penalties,
remediation costs, damage to our reputation or a negative impact on employee morale and the loss of
current or potential customers. In addition, these risks also exist in acquired businesses, joint ventures or
companies we invest in or partner with that use separate information systems or that have not yet been
fully integrated into our information systems.
Similar risks exist with respect to our business partners and third-party providers, including suppliers,
software and cloud-based service providers, that we rely upon for aspects of our information technology
support services and administrative functions, including payroll processing, health and benefit plan
administration and certain finance and accounting functions, and the systems managed, hosted, provided
and/or used by such third parties and their vendors. For example, malicious actors have employed and
could continue to employ the information technology supply chain to introduce malware through software
updates or compromised supplier accounts or hardware. The need to coordinate with various third-party
service providers, including with respect to timely notification and access to personnel and information
concerning an incident, may complicate our efforts to address issues that arise. As a result, we are subject
to the risk that the activities associated with our third-party service providers can adversely affect our
business even if the attack or breach does not directly impact our systems or information.
Although the cyber incidents and other systems disruptions that we have experienced to date have not had
a material effect on our business, such incidents or disruptions could have a material adverse effect on us
in the future. While we devote significant resources to network security, disaster recovery, employee
training and other measures to secure our information technology systems and prevent unauthorized
access to or loss of data, there are no guarantees that they will be adequate to safeguard against all cyber
incidents, systems disruptions, system compromises or misuses of data. In addition, while we currently
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maintain insurance coverage that, subject to its terms and conditions, is intended to address costs
associated with certain aspects of cyber incidents and information systems failures, this insurance
coverage may not, depending on the specific facts and circumstances surrounding an incident, cover all
losses or all types of claims that arise from an incident, or the damage to our reputation or brands that may
result from an incident.
Failure to successfully complete or manage strategic transactions can adversely affect our business.
We regularly review our portfolio of businesses and evaluate potential acquisitions, joint ventures,
distribution agreements, divestitures, refranchisings and other strategic transactions. The success of these
transactions is dependent upon, among other things, our ability to realize the full extent of the expected
returns, benefits, cost savings or synergies as a result of a transaction, within the anticipated time frame, or
at all; and receipt of necessary consents, clearances and approvals. Risks associated with strategic
transactions include integrating manufacturing, distribution, sales, accounting, financial reporting and
administrative support activities and information technology systems with our company or difficulties
separating such personnel, activities and systems in connection with divestitures; operating through new
business models or in new categories or territories; motivating, recruiting and retaining executives and key
employees; conforming controls (including internal control over financial reporting, disclosure controls
and procedures and data protection and cybersecurity) and policies (including with respect to
environmental compliance, health and safety compliance and compliance with anti-bribery laws);
retaining existing customers and consumers and attracting new customers and consumers; managing tax
costs or inefficiencies; maintaining good relations with divested or refranchised businesses in our supply
or sales chain; inability to offset loss of revenue associated with divested brands or businesses; managing
the impact of business decisions or other actions or omissions of our joint venture partners that may have
different interests than we do; and other unanticipated problems or liabilities, such as contingent liabilities
and litigation. Strategic transactions that are not successfully completed or managed effectively, or our
failure to effectively manage the risks associated with such transactions, have in the past and could
continue to result in adverse effects on our business.
Our reliance on third-party service providers and enterprise-wide systems can have an adverse effect on
our business.
We rely on third-party service providers, including cloud data service providers, for certain areas of our
business, including payroll processing, health and benefit plan administration and certain finance and
accounting functions. Failure by these third parties to meet their contractual, regulatory and other
obligations to us, or our failure to adequately monitor their performance, has in the past and could
continue to result in our inability to achieve the expected cost savings or efficiencies and result in
additional costs to correct errors made by such service providers. Depending on the function involved,
such errors can also lead to business disruption, systems performance degradation, processing
inefficiencies or other systems disruptions, the loss of or damage to intellectual property or sensitive data
through security breaches or otherwise, incorrect or adverse effects on financial reporting, litigation,
claims, legal or regulatory proceedings, inquiries or investigations, fines or penalties, remediation costs,
damage to our reputation or have a negative impact on employee morale, all of which can adversely affect
our business.
In addition, we continue on our multi-year phased business transformation initiative to migrate certain of
our systems, including our financial processing systems, to enterprise-wide systems solutions and have
begun to roll out these systems in certain countries and divisions. We have experienced and could
continue
these planned
implementations. In addition, if we do not allocate and effectively manage the resources necessary to build
and sustain the proper information technology infrastructure, or if we fail to achieve the expected benefits
from this initiative, our business could be adversely affected.
to experience systems outages and operating
inefficiencies following
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Climate change or measures to address climate change can negatively affect our business or damage
our reputation.
Climate change may increase the frequency or severity of natural disasters and other extreme weather
conditions (including rising temperatures and drought), which could pose physical risks to our facilities,
impair our production capabilities, disrupt our supply chain or impact demand for our products. Climate
change may also have a negative effect on agricultural production resulting in decreased availability or
less favorable pricing for certain commodities that are necessary for our products, such as potatoes, sugar
cane, corn, wheat, rice, oats, oranges and other commodities. Also, there is an increased focus in many
jurisdictions in which our products are made, manufactured, distributed or sold regarding environmental
policies relating to climate change, regulating greenhouse gas emissions, energy policies and
sustainability, including single-use plastics. This increased focus may result in new or increased legal and
regulatory requirements, such as potential carbon pricing programs or revised product labeling
requirements or other regulatory measures, which could, along with initiatives to meet our sustainability
goals, continue to result in significant increased costs and require additional investments in facilities and
equipment. As a result, the effects of climate change can negatively affect our business and operations. In
addition, any failure to achieve or properly report on our goals with respect to reducing our impact on the
environment or perception of a failure to act responsibly with respect to the environment or to effectively
respond to regulatory requirements concerning climate change can lead to adverse publicity, which could
result in reduced demand for our products, damage to our reputation or increase the risk of litigation. Any
of the foregoing can adversely affect our business.
Strikes or work stoppages can cause our business to suffer.
Many of our employees and employees of third parties that are involved in the manufacturing, production
or distribution of our products are covered by collective bargaining agreements, and other employees may
seek to be covered by collective bargaining agreements. Strikes or work stoppages or other business
interruptions have occurred and may occur in the future if we or the third parties that are involved in the
manufacturing, production and distribution of our products are unable to renew, or enter into new,
collective bargaining agreements on satisfactory terms and can impair manufacturing and distribution of
our products, interrupt product supply, lead to a loss of sales, increase our costs or otherwise affect our
ability to fully implement future operational changes to enhance our efficiency or to adapt to changing
business needs or strategy, all of which can adversely affect our business.
Financial Risks
Failure to realize benefits from our productivity initiatives can adversely affect our financial
performance.
Our future growth depends, in part, on our ability to continue to reduce costs and improve efficiencies,
including our multi-year phased implementation of shared business service organizational models. We
continue to identify and implement productivity initiatives that we believe will position our business for
long-term sustainable growth by allowing us to achieve a lower cost structure, improve decision-making
and operate more efficiently. Some of these measures result in unintended consequences, such as business
disruptions, distraction of management and employees, reduced morale and productivity, unexpected
employee attrition, an inability to attract or retain key personnel and negative publicity. If we are unable to
successfully implement our productivity initiatives as planned or do not achieve expected savings as a
result of these initiatives, we may not realize all or any of the anticipated benefits, resulting in adverse
effects on our financial performance.
A deterioration in our estimates and underlying assumptions regarding the future performance of our
business can result in an impairment charge that can adversely affect our results of operations.
We conduct impairment tests on our goodwill and other indefinite-lived intangible assets annually or more
frequently if circumstances indicate that impairment may have occurred. In addition, amortizable
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intangible assets, property, plant and equipment and other long-lived assets are evaluated for impairment
upon a significant change in the operating or macroeconomic environment. A deterioration in our
underlying assumptions regarding the impact of competitive operating conditions, macroeconomic
conditions, including the interest rate environment, or other factors used to estimate the future
performance of any of our reporting units or assets, including any deterioration in the weighted-average
cost of capital based on market data available at the time, have resulted and could in the future result in an
impairment charge, thereby adversely affecting our results of operations.
Fluctuations in exchange rates impact our financial performance.
Because our consolidated financial statements are presented in U.S. dollars, the financial statements of our
subsidiaries outside the United States, where the functional currency is other than the U.S. dollar, are
translated into U.S. dollars. Given our global operations, we also pay for the ingredients, raw materials
and commodities used in our business in numerous currencies. Fluctuations in exchange rates, including as
a result of inflation, central bank monetary policies, currency controls or other currency exchange
restrictions have had, and could continue to have, an adverse impact on our financial performance.
Our borrowing costs and access to capital and credit markets can be adversely affected by a downgrade
or potential downgrade of our credit ratings.
Rating agencies routinely evaluate us and their ratings are based on a number of factors, including our
cash generating capability, levels of indebtedness, policies with respect to shareholder distributions and
our financial strength generally, as well as factors beyond our control, such as the state of the economy
and our industry. We expect to maintain Tier 1 commercial paper access, which we believe will facilitate
appropriate financial flexibility and ready access to global credit markets at favorable interest rates. Any
downgrade or announcement that we are under review for a potential downgrade of our credit ratings,
especially any downgrade to below investment grade, can increase our future borrowing costs, impair our
ability to access capital and credit markets on terms commercially acceptable to us or at all, result in a
reduction in our liquidity, or impair our ability to access the commercial paper market with the same
flexibility that we have experienced historically (and therefore require us to rely more heavily on more
expensive types of debt financing), all of which can adversely affect our financial performance.
Legal, Tax and Regulatory Risks
Taxes aimed at our products can adversely affect our business or financial performance.
Certain jurisdictions in which our products are sold have either imposed, or are considering imposing, new
or increased taxes on the manufacture, distribution or sale of certain of our products, particularly our
beverages, as a result of ingredients contained in our products. These taxes vary in scope and form: some
apply to all beverages, including non-caloric beverages, while others apply only to beverages with a
caloric sweetener (e.g., sugar). Similarly, some measures apply a single tax rate per ounce/liter on
beverages containing over a certain amount of added sugar (or other sweetener), some apply a graduated
tax rate depending upon the amount of added sugar (or other sweetener) in the beverage and others apply a
flat tax rate on beverages containing any amount of added sugar (or other sweetener). For example, Italy
enacted a flat tax on all beverages, including zero calorie beverages, effective January 1, 2023, at a rate of
EUR 10 cent (0.11 U.S. dollars) per liter. These tax measures, whatever their scope or form, have in the
past and could continue to increase the cost of certain of our products, reduce overall consumption of our
products or lead to negative publicity, resulting in an adverse effect on our business and financial
performance.
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Limitations on the marketing or sale of our products can adversely affect our business and financial
performance.
Certain jurisdictions in which our products are sold have either imposed, or are considering imposing,
limitations on the marketing or sale of our products as a result of ingredients or substances in our products.
These limitations require that we highlight perceived concerns about a product, warn consumers to avoid
consumption of certain ingredients or substances present in our products, restrict the age of consumers to
whom products are marketed or sold or limit the location in which our products may be available. For
example, Brazil and Canada enacted warning labeling requirements in 2022 to indicate whether a
particular pre-packaged food or beverage product is considered to be high in sugar, sodium or saturated
fat. Certain jurisdictions have imposed or are considering imposing color-coded labeling requirements
where colors such as red, yellow and green are used to indicate various levels of a particular ingredient,
such as sugar, sodium or saturated fat, in products. The imposition or proposed imposition of additional
limitations on the marketing or sale of our products has in the past and could continue to reduce overall
consumption of our products, lead to negative publicity or leave consumers with the perception that our
products do not meet their health and wellness needs, resulting in an adverse effect on our business and
financial performance.
Laws and regulations related to the use or disposal of plastics or other packaging materials can
adversely affect our business and financial performance.
We rely on diverse packaging solutions to safely deliver products to our customers and consumers. Certain
of our products are sold in packaging designed to be recyclable, commercially compostable, biodegradable
or reusable. However, not all packaging is recovered, whether due to lack of infrastructure or otherwise,
and certain of our packaging is not currently recyclable, commercially compostable, biodegradable or
reusable. Packaging waste not properly disposed of that displays one or more of our brands has in the past
resulted in and could continue to result in negative publicity, litigation, government action or reduced
consumer demand for our products, adversely affecting our financial performance. Many jurisdictions in
which our products are sold have imposed or are considering imposing laws, regulations or policies
intended to encourage the use of sustainable packaging, waste reduction or increased recycling rates or to
restrict the sale of products utilizing certain packaging. These laws, regulations and policies vary in form
and scope and include extended producer responsibility policies, plastic or packaging taxes, restrictions on
certain products and materials, requirements for bottle caps to be tethered to bottles, restrictions or bans on
the use of certain types of packaging, including single-use plastics and packaging containing PFAS,
restrictions on labeling related to recyclability and requirements to charge deposit fees. For example, the
European Union, Peru and certain states in the United States, among other jurisdictions, have imposed a
minimum recycled content requirement for beverage bottle packaging and similar legislation is under
consideration in other jurisdictions. These laws and regulations have in the past and could continue to
increase the cost of our products, impact demand for our products, result in negative publicity and require
us and our business partners, including our independent bottlers, to increase capital expenditures to invest
in reducing the amount of virgin plastic or other materials used in our packaging, to develop alternative
packaging or to revise product labeling, all of which can adversely affect our business and financial
performance.
Failure to comply with personal data protection and privacy laws can adversely affect our business.
We are subject to a variety of continuously evolving and developing laws and regulations in numerous
jurisdictions regarding personal data protection and privacy laws. These laws and regulations may be
interpreted and applied differently from country to country or, within the United States, from state to state,
and can create inconsistent or conflicting requirements. Our efforts to comply with these laws and
regulations, including the California Consumer Privacy Act, which was significantly modified by the
California Privacy Rights Act, as well as new comprehensive privacy legislation passed in Virginia,
Colorado, Utah and Connecticut, as well as the European Union's General Data Protection Regulation and
China's Personal Information Protection Act, impose significant costs and challenges that are likely to
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continue to increase over time, particularly as additional jurisdictions continue to adopt similar
regulations. Failure to comply with these laws and regulations or to otherwise protect personal data from
unauthorized access, use or other processing, have in the past and could in the future result in litigation,
claims, legal or regulatory proceedings, inquiries or investigations, damage to our reputation, fines or
penalties, all of which can adversely affect our business.
Increases in income tax rates, changes in income tax laws or disagreements with tax authorities can
adversely affect our financial performance.
Increases in income tax rates or other changes in tax laws, including changes in how existing tax laws are
interpreted or enforced, can adversely affect our financial performance. For example, economic and
political conditions in countries where we are subject to taxes, including the United States, have in the past
and could continue to result in significant changes in tax legislation or regulation. For example, numerous
countries have agreed to a statement in support of the Organization for Economic Co-operation and
Development model rules that propose a partial global profit reallocation and a global minimum tax rate of
15% and European Union member states have recently agreed to implement the global minimum tax.
There can be no assurance that other individual countries will adopt these changes, or that once adopted by
any country, that these changes will not have adverse effects on our financial performance. This
increasingly complex global tax environment has in the past and could continue to increase tax
uncertainty, resulting in higher compliance costs and adverse effects on our financial performance. We are
also subject to regular reviews, examinations and audits by numerous taxing authorities with respect to
income and non-income based taxes. Economic and political pressures to increase tax revenues in
jurisdictions in which we operate, or the adoption of new or reformed tax legislation or regulation, has
made and could continue to make resolving tax disputes more difficult and the final resolution of tax
audits and any related litigation can differ from our historical provisions and accruals, resulting in an
adverse effect on our financial performance.
If we are unable to adequately protect our intellectual property rights, or if we are found to infringe on
the intellectual property rights of others, our business can be adversely affected.
We possess intellectual property rights that are important to our business, including ingredient formulas,
trademarks, copyrights, patents, business processes and other trade secrets. The laws of various
jurisdictions in which we operate have differing levels of protection of intellectual property. Our
competitive position and the value of our products and brands can be reduced and our business adversely
affected if we fail to obtain or adequately protect our intellectual property, including our ingredient
formulas, or if there is a change in law that limits or removes the current legal protections afforded our
intellectual property. Also, in the course of developing new products or improving the quality of existing
products, we have in the past been alleged to have infringed, and could in the future infringe or be alleged
to infringe, on the intellectual property rights of others. Such infringement or allegations of infringement
could result in expensive litigation and damages, damage to our reputation, disruption to our operations,
injunctions against development, manufacturing, use and/or sale of certain products, inventory write-offs
or other limitations on our ability to introduce new products or improve the quality of existing products,
resulting in an adverse effect on our business.
Failure to comply with laws and regulations applicable to our business can adversely affect our
business.
The conduct of our business is subject to numerous laws and regulations relating to the production,
storage, distribution, sale, display, advertising, marketing, labeling, content (including whether a product
contains genetically engineered ingredients), quality, safety, transportation, traceability, sourcing
(including pesticide use), packaging, disposal, recycling and use of our products or raw materials,
employment and occupational health and safety, environmental, social and governance matters and
reporting (including climate change) and data privacy and protection. In addition, in many jurisdictions,
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compliance with competition and antitrust laws is of special importance to us due to our competitive
position, as is compliance with anti-corruption laws. The imposition of new laws, changes in laws or
regulatory requirements or changing interpretations thereof, changes in the enforcement priorities of
regulators, and differing or competing regulations and standards across the markets where our products or
raw materials are made, manufactured, distributed or sold, have in the past and could continue to result in
higher compliance costs, capital expenditures and higher production costs, or make it necessary for us to
reformulate certain of our products, resulting in adverse effects on our business. For example, increasing
governmental and societal attention to environmental, social and governance matters has resulted and
could continue to result in new laws or regulatory requirements, including expanded disclosure
requirements that are expected to continue to expand the nature, scope and complexity of matters on
which we are required to report. In addition, the entry into new markets or categories, including our recent
entry into the alcoholic beverage industry as a distributor, has resulted in and could continue to result in
our business being subject to additional regulations resulting in higher compliance costs. If one
jurisdiction imposes or proposes to impose new laws or regulations that impact the manufacture,
distribution or sale of our products, other jurisdictions may follow. Failure to comply with such laws or
regulations (or allegations thereof) can subject us to criminal or civil investigations or enforcement
actions, including voluntary and involuntary document requests, fines, injunctions, product recalls,
penalties, disgorgement of profits or activity restrictions, all of which can adversely affect our business. In
addition, the results of third-party studies (whether or not scientifically valid) purporting to assess the
health implications of consumption of certain ingredients or substances present in certain of our products
or packaging materials have resulted in and could continue to result in our being subject to new taxes and
regulations or lawsuits that can adversely affect our business.
Potential liabilities and costs from litigation, claims, legal or regulatory proceedings, inquiries or
investigations can have an adverse impact on our business.
We and our subsidiaries are party to a variety of litigation, claims, legal or regulatory proceedings,
inquiries and investigations, including but not limited to matters related to our advertising, marketing or
commercial practices, product labels, claims and ingredients, personal injury and property damage,
intellectual property rights, privacy, employment, tax and insurance matters, environmental, social and
governance matters and matters relating to our compliance with applicable laws and regulations. These
matters are inherently uncertain and there is no guarantee that we will be successful in defending ourselves
or that our assessment of the materiality of these matters and the likely outcome or potential losses and
established reserves will be consistent with the ultimate outcome of such matters. Responding to these
matters, even those that are ultimately non-meritorious, requires us to incur significant expense and devote
significant resources, and may generate adverse publicity that damages our reputation or brand image.
Any of the foregoing can adversely affect our business.
Item 1B. Unresolved Staff Comments.
We have received no written comments regarding our periodic or current reports from the staff of the SEC
that were issued 180 days or more preceding the end of our 2022 year and that remain unresolved.
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Item 2. Properties.
Our principal executive office located in Purchase, New York and our facilities located in Plano, Texas,
all of which we own, are our most significant corporate properties.
In connection with making, marketing, distributing and selling our products, each division utilizes
manufacturing, processing, bottling and production plants, warehouses, distribution centers, storage
facilities, offices, including division headquarters, research and development facilities and other facilities,
all of which are either owned or leased.
Significant properties by division are as follows:
FLNA
QFNA
PBNA
PBNA
LatAm
LatAm
Europe
Europe
Europe
Europe
AMESA
APAC
FLNA, QFNA, PBNA
PBNA, LatAm
Property Type
Research and development facility
Location
Plano, Texas
Cedar Rapids, Iowa
Convenient food plant
Research and development facility Valhalla, New York
Concentrate plant
Arlington, Texas
Convenient food plant
Celaya, Mexico
Two convenient food plants
Vallejo, Mexico
Convenient food plant
Convenient food plant
Manufacturing plant
Dairy plant
Convenient food plant
Convenient food plant
Shared service center
Concentrate plant
Leicester, United Kingdom
Kashira, Russia
Lehavim, Israel
Moscow, Russia
Riyadh, Saudi Arabia
Wuhan, China
Colonia, Uruguay
Cork, Ireland
Singapore
Winston Salem, North Carolina Leased
Owned/ Leased
Owned
Owned
Owned
Owned
Owned
Owned
Leased
Owned
Owned
Owned (a)
Owned (a)
Owned (a)
Owned (a)
Owned
Owned (a)
Leased
PBNA, Europe, AMESA
Two concentrate plants
PBNA, AMESA, APAC
Concentrate plant
All divisions
Shared service center
Hyderabad, India
(a) The land on which these properties are located is leased.
Most of our plants are owned or leased on a long-term basis. In addition to company-owned or leased
properties described above, we also utilize a highly distributed network of plants, warehouses and
distribution centers that are owned or leased by our contract manufacturers, co-packers, strategic alliances
or joint ventures in which we have an equity interest. We believe that our properties generally are in good
operating condition and, taken as a whole, are suitable, adequate and of sufficient capacity for our current
operations.
Item 3. Legal Proceedings.
We and our subsidiaries are party to a variety of litigation, claims, legal or regulatory proceedings,
inquiries and investigations. While the results of such litigation, claims, legal or regulatory proceedings,
inquiries and investigations cannot be predicted with certainty, management believes that the final
outcome of the foregoing will not have a material adverse effect on our financial condition, results of
operations or cash flows. See also “Item 1. Business – Regulatory Matters” and “Item 1A. Risk Factors.”
Item 4. Mine Safety Disclosures.
Not applicable.
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Information About Our Executive Officers
The following is a list of names, ages and backgrounds of our current executive officers:
Name
David J. Flavell
Marie T. Gallagher
Hugh F. Johnston
Ram Krishnan
Ramon L. Laguarta
Silviu Popovici
Paula Santilli
Ronald Schellekens
Kirk Tanner
Eugene Willemsen
Steven Williams
Age Title
51 Executive Vice President, General Counsel and Corporate Secretary,
PepsiCo
63 Senior Vice President and Controller, PepsiCo
61 Vice Chairman, PepsiCo; Executive Vice President and Chief Financial
Officer, PepsiCo
52 Chief Executive Officer, International Beverages and Chief Commercial
Officer
59 Chairman of the Board of Directors and Chief Executive Officer, PepsiCo
55 Chief Executive Officer, Europe
58 Chief Executive Officer, Latin America
58 Executive Vice President and Chief Human Resources Officer, PepsiCo
54 Chief Executive Officer, PepsiCo Beverages North America
55 Chief Executive Officer, Africa, Middle East, South Asia
57 Chief Executive Officer, PepsiCo Foods North America
David J. Flavell has served as Executive Vice President, General Counsel and Corporate Secretary,
PepsiCo since 2021. Mr. Flavell previously held a number of leadership roles at PepsiCo, including as
Senior Vice President, Deputy General Counsel and Chief Compliance & Ethics Officer for PepsiCo from
2019 to 2021, as Senior Vice President, Deputy General Counsel & Managing Attorney from 2018 to
2019, as Senior Vice President, Deputy General Counsel & General Counsel, International and Global
Groups from 2017 to 2018, as Senior Vice President, Deputy General Counsel & General Counsel, Latin
America and Frito-Lay North America from 2016 to 2017, as Senior Vice President, General Counsel,
Latin America and Frito-Lay North America from 2015 to 2016, and as Senior Vice President, General
Counsel, Asia, Middle East and Africa from 2011 to 2015. Before joining PepsiCo in 2011, Mr. Flavell
was general counsel for Danone S.A.’s Asia Pacific and Middle East business. Prior to that, Mr. Flavell
served as senior legal counsel at Fonterra Co-operative Group Limited and was a partner at Corrs
Chambers Westgarth.
Marie T. Gallagher was appointed PepsiCo’s Senior Vice President and Controller in 2011.
Ms. Gallagher joined PepsiCo in 2005 as Vice President and Assistant Controller. Prior to joining
PepsiCo, Ms. Gallagher was Assistant Controller at Altria Corporate Services from 1992 to 2005 and,
prior to that, a senior manager at Coopers & Lybrand.
Hugh F. Johnston was appointed Vice Chairman, PepsiCo in 2015 and Executive Vice President and
Chief Financial Officer, PepsiCo in 2010. In addition to providing strategic financial leadership for
PepsiCo, Mr. Johnston’s portfolio has included a variety of responsibilities, including leadership of the
Company’s information technology function since 2015, the Company’s global e-commerce business from
2015 to 2019, and the Quaker Foods North America division from 2014 to 2016. He has also held a
number of leadership roles throughout his PepsiCo career, serving as Executive Vice President, Global
Operations from 2009 to 2010, President of Pepsi-Cola North America from 2007 to 2009, Executive Vice
President, Operations from 2006 to 2007, and Senior Vice President, Transformation from 2005 to 2006.
Prior to that, he served as Senior Vice President and Chief Financial Officer of PepsiCo Beverages and
Foods from 2002 through 2005, and as PepsiCo’s Senior Vice President of Mergers and Acquisitions in
2002. Mr. Johnston joined PepsiCo in 1987 as a Business Planner and held various finance positions until
1999 when he left to join Merck & Co., Inc. as Vice President, Retail, a position which he held until he
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rejoined PepsiCo in 2002. Prior to joining PepsiCo in 1987, Mr. Johnston was with General Electric
Company in a variety of finance positions.
Ram Krishnan has served as Chief Executive Officer, International Beverages and Chief Commercial
Officer of PepsiCo, effective January 2022. Prior to that, Mr. Krishnan served as Executive Vice President
and Chief Commercial Officer, PepsiCo, from 2019 to 2021, as President and Chief Executive Officer of
PepsiCo’s Asia Pacific, Australia and New Zealand and China Region from 2018 to 2020, and as
PepsiCo’s Senior Vice President and Chief Customer Officer for Walmart, leading PepsiCo’s global
Walmart customer team, from 2016 to 2017. Mr. Krishnan joined PepsiCo in 2006 and held marketing
roles of increasing responsibility from 2006 to 2016, including as Senior Vice President and Chief
Marketing Officer, Frito-Lay North America from 2014 to 2016, as Senior Vice President, Marketing,
Frito-Lay North America from 2012 to 2013 and as Vice President of Global Brands, Frito-Lay North
America from 2011 to 2012. Prior to PepsiCo, Mr. Krishnan spent six years at General Motors Company
as a marketing manager for Cadillac.
Ramon L. Laguarta has served as PepsiCo’s Chief Executive Officer and a director on the Board since
2018, and assumed the role of Chairman of the Board in 2019. Mr. Laguarta previously served as
President of PepsiCo from 2017 to 2018. Prior to serving as President, Mr. Laguarta held a variety of
positions of increasing responsibility in Europe, including as Commercial Vice President of PepsiCo
Europe from 2006 to 2008, PepsiCo Eastern Europe Region from 2008 to 2012, President, Developing &
Emerging Markets, PepsiCo Europe from 2012 to 2015, Chief Executive Officer, PepsiCo Europe in 2015,
and Chief Executive Officer, Europe Sub-Saharan Africa from 2015 until 2017. From 2002 to 2006, he
was General Manager for Iberia Snacks and Juices, and from 1999 to 2001, a General Manager for Greece
Snacks. Prior to joining PepsiCo in 1996 as a marketing vice president for Spain Snacks, Mr. Laguarta
worked for Chupa Chups, S.A., where he worked in several international assignments in Asia, Europe, the
Middle East and the United States. Mr. Laguarta has served as a director of Visa Inc. since 2019.
Silviu Popovici was appointed Chief Executive Officer, Europe, effective 2019. Prior to this role, he
served as Chief Executive Officer, Europe Sub-Saharan Africa in 2019 and as President, Europe Sub-
Saharan Africa from 2017 to early 2019. Mr. Popovici previously served as President, Russia, Ukraine and
CIS (The Commonwealth of Independent States) from 2015 to 2017, and as President, PepsiCo Russia
from 2013 to 2015. Mr. Popovici joined PepsiCo in 2011 following PepsiCo’s acquisition of Wimm-Bill-
Dann Foods OJSC (WBD) and served as General Manager, WBD Foods Division from 2011 until 2012.
Prior to the acquisition, Mr. Popovici held senior leadership roles at WBD, running its dairy business from
2008 to 2011 and its beverages business from 2006 to 2008.
Paula Santilli was appointed Chief Executive Officer, Latin America, effective 2019. Previously, she
served in various leadership positions at PepsiCo Mexico Foods, as President from 2017 to 2019, as Chief
Operating Officer from 2016 to 2017 and as Vice President and General Manager from 2011 to 2016.
Prior to joining PepsiCo Mexico Foods, she held a variety of roles, including leadership positions in
Beverages in Mexico, as well as in Foods and Snacks in the Latin America Southern Cone region
comprising Argentina, Uruguay and Paraguay. Ms. Santilli joined PepsiCo in 2001 following PepsiCo’s
acquisition of the Quaker Oats Company. At Quaker, she held various roles of increasing responsibility
from 1992 to 2001, including running the regional Quaker Foods and Gatorade businesses in Argentina,
Chile and Uruguay.
Ronald Schellekens was appointed Executive Vice President and Chief Human Resources Officer,
PepsiCo, in 2018. Prior to that, Mr. Schellekens served as Group HR Director of Vodafone Group
Services Limited from 2009 to 2018, where he was responsible for the Vodafone Human Resource
Management function, as well as health and safety, and property and real estate functions. Prior to joining
Vodafone, Mr. Schellekens was executive vice president, human resources for the global downstream
division of Royal Dutch Shell Plc. Prior to that, he worked for PepsiCo for nine years from 1994 to 2003
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in various international, senior human resources roles, including assignments in Switzerland, Spain, South
Africa, the United Kingdom and Poland, where he was most recently responsible for the Europe, Middle
East & Africa region for PepsiCo Foods International. Prior to that, he served for nine years at AT&T Inc.
in Human Resources.
Kirk Tanner was appointed Chief Executive Officer, PepsiCo Beverages North America, effective 2019.
Prior to that, Mr. Tanner served as President and Chief Operating Officer, North America Beverages from
2016 to 2018, Chief Operating Officer, North America Beverages and President, Global Foodservice from
2015 to 2016, and President, Global Foodservice from 2014 to 2015. Mr. Tanner joined PepsiCo in 1992,
where he has worked in numerous domestic and international locations and in a variety of roles, including
Senior Vice President of Frito-Lay North America’s West region from 2009 to 2013, Vice President, Sales
of PepsiCo U.K. and Ireland from 2008 to 2009, Region Vice President of Frito-Lay North America’s
Mountain region from 2005 to 2008, Region Vice President of Frito-Lay North America’s Mid-America
region from 2002 to 2005 and Region Vice President of Frito-Lay North America’s California region from
2000 to 2002.
Eugene Willemsen was appointed Chief Executive Officer, Africa, Middle East, South Asia, effective
2019. Previously he served as Chief Executive Officer, Sub-Saharan Africa in 2019 and as Executive Vice
President, Global Categories and Franchise Management from 2015 to 2019. Before that, he led the global
Pepsi-Lipton Joint Venture as President from 2014 to 2015. Prior to such role, Mr. Willemsen served as
PepsiCo’s Senior Vice President and General Manager, South East Europe from 2011 to 2013, as Senior
Vice President and General Manager, Commercial, Europe from 2008 to 2011, as Senior Vice President
and General Manager, Northern Europe from 2006 to 2008, as Vice President, General Manager, Benelux
from 2000 to 2005 and as Commercial Director, Benelux for the snacks business from 1998 to 2000. Mr.
Willemsen joined PepsiCo in 1995 as a business development manager.
Steven Williams was appointed Chief Executive Officer, PepsiCo Foods North America, effective 2019.
Prior to this role, Mr. Williams served in leadership positions for Frito-Lay’s U.S. operations, as Senior
Vice President, Commercial Sales and Chief Commercial Officer from 2017 to 2019 and as General
Manager and Senior Vice President, East Division from 2016 to 2017. Prior to that, he served as General
Manager and Senior Vice President, Customer Management for PepsiCo’s global Walmart business from
2013 to 2016, as Sales Senior Vice President, North American Nutrition from 2011 to 2013 and as Vice
President, Sales, Central Division from 2009 to 2011. Mr. Williams joined PepsiCo in 2001 as a part of
PepsiCo’s acquisition of the Quaker Oats Company, which he joined in 1997 and has held leadership
positions of increasing responsibility in sales and customer management.
Executive officers are elected by our Board, and their terms of office continue until the next annual
meeting of the Board or until their successors are elected and have qualified. There are no family
relationships among our executive officers.
27
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities.
Stock Trading Symbol – PEP.
Stock Exchange Listings – The Nasdaq Global Select Market is the principal market for our common
stock, which is also listed on the SIX Swiss Exchange.
Shareholders – As of February 2, 2023, there were approximately 98,573 shareholders of record of our
common stock.
Dividends – We have paid consecutive quarterly cash dividends since 1965. The declaration and payment
of future dividends are at the discretion of the Board. Dividends are usually declared in February, May,
July and November and paid at the end of March, June and September and the beginning of January. On
February 1, 2023, the Board declared a quarterly dividend of $1.15 per share payable March 31, 2023, to
shareholders of record on March 3, 2023. For the remainder of 2023, the record dates for these dividend
payments are expected to be June 2, September 1 and December 1, 2023, subject to the approval of the
Board. On February 9, 2023, we announced a 10.0% increase in our annualized dividend to $5.06 per
share from $4.60 per share, effective with the dividend expected to be paid in June 2023. We expect to
return a total of approximately $7.7 billion to shareholders in 2023, comprising dividends of
approximately $6.7 billion and share repurchases of approximately $1.0 billion.
For information on securities authorized for issuance under our equity compensation plans, see “Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.”
A summary of our common stock repurchases (in millions, except average price per share) during the
fourth quarter of 2022 is set forth in the table below.
Issuer Purchases of Common Stock
Total
Number of
Shares
Repurchased(a)
Average
Price Paid
Per Share
Total Number of
Shares
Purchased as
Part of Publicly
Announced Plans
or Programs
Maximum Number (or
Approximate
Dollar Value) of
Shares that May Yet Be
Purchased Under the
Plans or Programs
Period
9/3/2022
9/4/2022 - 10/1/2022
$
0.9
0.2 $
0.9 $
174.47
168.54
10/2/2022 - 10/29/2022
10/30/2022 - 11/26/2022
8,821
(153)
8,668
(46)
8,622
(67)
8,555
11/27/2022 - 12/31/2022
(55)
182.84
Total
8,500
174.04
(a) All shares were repurchased in open market transactions pursuant to the $10 billion repurchase program authorized by our
Board and publicly announced on February 10, 2022, which commenced on February 11, 2022 and will expire on February
28, 2026. Shares repurchased under this program may be repurchased in open market transactions, in privately negotiated
transactions, in accelerated stock repurchase transactions or otherwise.
0.3 $
1.8 $
0.3
1.8 $
179.94
0.4 $
0.2
0.4
28
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
OUR BUSINESS
Executive Overview
Our Operations
Other Relationships
Our Business Risks
OUR FINANCIAL RESULTS
Results of Operations – Consolidated Review
Results of Operations – Division Review
FLNA
QFNA
PBNA
LatAm
Europe
AMESA
APAC
Non-GAAP Measures
Items Affecting Comparability
Our Liquidity and Capital Resources
Material Changes in Line Items in Our Consolidated Financial Statements
Return on Invested Capital
OUR CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Revenue Recognition
Goodwill and Other Intangible Assets
Income Tax Expense and Accruals
Pension and Retiree Medical Plans
CONSOLIDATED STATEMENT OF INCOME
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
CONSOLIDATED STATEMENT OF CASH FLOWS
CONSOLIDATED BALANCE SHEET
CONSOLIDATED STATEMENT OF EQUITY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 1 – Basis of Presentation and Our Divisions
Note 2 – Our Significant Accounting Policies
Note 3 – Restructuring and Impairment Charges
Note 4 – Intangible Assets
Note 5 – Income Taxes
Note 6 – Share-Based Compensation
Note 7 – Pension, Retiree Medical and Savings Plans
Note 8 – Debt Obligations
Note 9 – Financial Instruments
Note 10 – Net Income Attributable to PepsiCo per Common Share
Note 11 – Accumulated Other Comprehensive Loss Attributable to PepsiCo
Note 12 – Leases
Note 13 – Acquisitions and Divestitures
Note 14 – Supplemental Financial Information
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
GLOSSARY
29
30
31
31
31
37
39
41
41
42
42
42
43
43
44
46
49
52
54
55
56
57
58
60
61
62
64
65
66
72
76
78
81
85
88
95
97
101
102
103
105
108
110
114
Our discussion and analysis is intended to help the reader understand our results of operations and
financial condition and is provided as an addition to, and should be read in connection with, our
consolidated financial statements and the accompanying notes. Definitions of key terms can be found in
the glossary. Unless otherwise noted, tabular dollars are presented in millions, except per share amounts.
All per share amounts reflect common stock per share amounts, assume dilution unless otherwise noted,
and are based on unrounded amounts. Percentage changes are based on unrounded amounts.
Discussion in this Form 10-K includes results of operations and financial condition for 2022 and 2021
and year-over-year comparisons between 2022 and 2021. For discussion on results of operations and
financial condition pertaining to 2020 and year-over-year comparisons between 2021 and 2020, please
refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in
Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 25, 2021.
OUR BUSINESS
Executive Overview
PepsiCo is a leading global beverage and convenient food company with a complementary portfolio of
brands, including Lay’s, Doritos, Cheetos, Gatorade, Pepsi-Cola, Mountain Dew, Quaker and SodaStream.
Through our operations, authorized bottlers, contract manufacturers and other third parties, we make,
market, distribute and sell a wide variety of beverages and convenient foods, serving customers and
consumers in more than 200 countries and territories.
As a global company with deep local ties, we faced many of the same challenges in 2022 as our
consumers, customers, and competitors across the world, including supply chain disruptions; inflationary
pressures; shifting consumer preferences and behaviors; another year of the COVID-19 pandemic; a
worsening climate crisis; a highly competitive operating environment; a rapidly changing retail landscape,
including the growth in e-commerce; continued macroeconomic and political volatility, including the
deadly conflict in Ukraine; and an evolving regulatory landscape.
To meet the challenges of today – and those of tomorrow – we are driven by an approach called pep+
(PepsiCo Positive). pep+ is a strategic end-to-end transformation of our business, with sustainability and
human capital at the center of how the company will strive to create growth and value by operating within
planetary boundaries and inspiring positive change for the planet and people. pep+ guides how we are
working to transform our business operations, from sourcing ingredients and making and selling products
in a more sustainable way, to leveraging our more than one billion connections with consumers each day
to take sustainability mainstream and engage people to make choices that are better for themselves and the
planet.
pep+ drives action and progress across three key pillars, bringing together a number of industry-leading
2030 sustainability goals under a comprehensive framework:
• Positive Agriculture: We are working to spread regenerative practices to restore the earth across
seven million acres of land, an area approximately equal to our entire agricultural footprint,
sustainably source key crops and ingredients, and improve the livelihoods of more people in our
agricultural supply chain. In 2022, we elevated a number of external strategic partnerships and key
engagements with this focus, including a partnership with Archer Daniels Midland Company
(ADM) to scale regenerative agriculture across our shared supply chains, up to 2 million acres; a
research agreement with MIT to develop a more precise measurement of the greenhouse gas
impact of regenerative agriculture practices; a strategic engagement with Corteva focused on
agriculture sustainability, new substrates, and affordability in food corn and vegetable oils; and a
joint effort with a start-up called N-Drip to scale advantaged micro irrigation technology that can
provide water-saving, crop-enhancing benefits to farmers around the world.
30
• Positive Value Chain: We are working to build a circular and inclusive value chain through
actions to: achieve net-zero emissions by 2040; become net water positive by 2030; and introduce
more sustainable packaging into the value chain. Our packaging goals include cutting virgin plastic
per serving, using more recycled content in our plastic packaging, and scaling our SodaStream
business globally, potentially eliminating the need for more than 200 billion plastic bottles by
2030. In 2022, we also announced a new global packaging goal intended to double the percentage
of all beverage servings delivered through reusable models from 10% to 20% by 2030.
Additionally, we are making progress on our diversity, equity and inclusion journey around the
world. And we continue to empower each one of our approximately 315,000 employees to make a
positive impact in their communities through our global workforce volunteering program, One
Smile at a Time.
• Positive Choices: We continue working to evolve our portfolio of convenient food & beverage
products so that they are better for the planet and people, including by incorporating more diverse
ingredients in both new and existing products, prioritizing chickpeas, plant-based proteins and
whole grains; expanding our position in the nuts & seeds category; accelerating our reduction of
added sugars and sodium through the use of science-based targets across our portfolio; and
offering more products with healthier oils. We are also continuing to scale new business models
that require little or no single-use packaging, including the iconic SodaStream, already sold in
more than 45 countries, and the new SodaStream Professional platform, allowing users to
personalize their choices in reusable containers at home or on the go.
We believe these priorities will position our Company for long-term sustainable growth.
See also “Item 1A. Risk Factors” for further information about risks and uncertainties that the Company
faces.
Our Operations
See “Item 1. Business” for information on our divisions and a description of our distribution network,
ingredients and other supplies, brands and intellectual property rights, seasonality, customers, competition,
research and development, regulatory matters and human capital. In addition, see Note 1 to our
consolidated financial statements for financial information about our divisions and geographic areas.
Other Relationships
Certain members of our Board also serve on the boards of certain vendors and customers. These Board
members do not participate in our vendor selection and negotiations nor in our customer negotiations. Our
transactions with these vendors and customers are in the normal course of business and are consistent with
terms negotiated with other vendors and customers. In addition, certain of our employees serve on the
boards of Pepsi Bottling Ventures LLC and other affiliated companies of PepsiCo and do not receive
incremental compensation for such services.
Our Business Risks
Risks Associated with Commodities and Our Supply Chain
During 2022, we continued to experience significantly higher operating costs, including on transportation,
labor and commodity (including energy) costs, which we expect to continue in 2023. Many of the
commodities used in the production and transportation of our products are purchased in the open market.
The prices we pay for such items are subject to fluctuation, and we manage this risk through the use of
fixed-price contracts and purchase orders, pricing agreements and derivative instruments, including swaps
and futures. A number of external factors, including the deadly conflict in Ukraine, the COVID-19
pandemic, the inflationary cost environment, adverse weather conditions, supply chain disruptions
31
(including raw material shortages) and labor shortages, have impacted and may continue to impact
transportation, labor and commodity availability and costs. When prices increase, we may or may not pass
on such increases to our customers without suffering reduced volume, revenue, margins and operating
results.
See Note 9 to our consolidated financial statements for further information on how we manage our
exposure to commodity prices.
Risks Associated with Climate Change
Certain jurisdictions in which our products are made, manufactured, distributed or sold have either
imposed, or are considering imposing, new or increased legal and regulatory requirements to reduce or
mitigate the potential effects of climate change, including regulation of greenhouse gas emissions and
potential carbon pricing programs. These new or increased legal or regulatory requirements, along with
initiatives to meet our sustainability goals, could result in significant increased costs and additional
investments in facilities and equipment. However, we are unable to predict the scope, nature and timing of
any new or increased environmental laws and regulations and therefore cannot predict the ultimate impact
of such laws and regulations on our business or financial results. We continue to monitor existing and
proposed laws and regulations in the jurisdictions in which our products are made, manufactured,
distributed and sold and to consider actions we may take to potentially mitigate the unfavorable impact, if
any, of such laws or regulations.
Risks Associated with International Operations
We are subject to risks in the normal course of business that are inherent to international operations.
During the periods presented in this report, certain jurisdictions in which our products are made,
manufactured, distributed or sold, including in certain developing and emerging markets, operated in a
challenging environment, experiencing unstable economic, political and social conditions, civil unrest,
natural disasters, debt and credit issues and currency controls or fluctuations. We continue to monitor the
economic, operating and political environment in these markets closely, including risks of additional
impairments or write-offs, and to identify actions to potentially mitigate any unfavorable impacts on our
future results.
See Notes 1 and 4 to our consolidated financial statements for a discussion of impairment charges
recognized in the year ended December 31, 2022.
Risks Associated with the Deadly Conflict in Ukraine
In addition to the risks associated with international operations discussed above, we continue to face risks
associated with the deadly conflict in Ukraine. The conflict has continued to result in worldwide
geopolitical and macroeconomic uncertainty, and certain of our operations in Ukraine remain suspended.
We have suspended sales to our customers of Pepsi-Cola and certain of our other global beverage brands,
our discretionary capital investments and advertising and promotional activities in Russia, which has
negatively impacted and could continue to negatively impact our business. We continue to offer our other
products in Russia. Our operations in Russia accounted for 5% and 4% of our consolidated net revenue for
the year ended December 31, 2022 and December 25, 2021, respectively. Russia accounted for 4% and
5% of our consolidated assets, including 9% and 1% of our consolidated cash and cash equivalents, and
32% and 35% of our accumulated currency translation adjustment loss as of December 31, 2022 and
December 25, 2021, respectively. Our operations in Ukraine accounted for 0.2% and 0.5% of our
consolidated net revenue for the year ended December 31, 2022 and December 25, 2021, respectively.
Ukraine accounted for 0.1% and 0.3% of our consolidated assets as of December 31, 2022 and December
25, 2021, respectively.
32
The conflict has resulted and could continue to result in volatile commodity markets, supply chain
disruptions, increased risk of cyber incidents or other disruptions to our information systems, reputational
risks, heightened risks to employee safety, business disruptions (including labor shortages), significant
volatility of the Russian ruble, limitations on access to credit markets and other corporate banking
services, including working capital facilities, reduced availability and increased costs for transportation,
energy, packaging, raw materials and other input costs, environmental, health and safety risks related to
securing and maintaining facilities, additional sanctions, export controls and other legislation or
regulations (including restrictions on the transfer of funds to and from Russia). The ongoing conflict could
result in the temporary or permanent loss of assets or additional impairment charges. We cannot predict
how and the extent to which the conflict will continue to affect our employees, customers, operations or
business partners or our ability to achieve certain of our sustainability goals. The conflict has adversely
affected and could continue to adversely affect demand for our products and our global business. See
Notes 1 and 4 to our consolidated financial statements for a discussion of the Russia-Ukraine conflict
charges, including impairment charges, recognized in the year ended December 31, 2022.
The extent of the impact of these tragic events on our business remains uncertain and will continue to
depend on numerous evolving factors that we are not able to accurately predict, including the duration and
scope of the conflict, regional instability and ongoing and additional financial and economic sanctions,
export controls and other legislation imposed by governments. We will continue to monitor and assess the
situation as circumstances evolve and to identify actions to potentially mitigate any unfavorable impacts
on our future results.
Imposition of Taxes and Regulations on our Products
Certain jurisdictions in which our products are made, manufactured, distributed or sold have either
imposed, or are considering imposing, new or increased taxes or regulations on the manufacture,
distribution or sale of our products or their packaging, ingredients or substances contained in, or attributes
of, our products or their packaging, commodities used in the production of our products or their packaging
or the recyclability or recoverability of our packaging. These taxes and regulations vary in scope and form.
For example, some taxes apply to all beverages, including non-caloric beverages, while others apply only
to beverages with a caloric sweetener (e.g., sugar). Further, some regulations apply to all products using
certain types of packaging (e.g., plastic), while others are designed to increase the sustainability of
packaging, encourage waste reduction and increased recycling rates or facilitate the waste management
process or restrict the sale of products in certain packaging.
We sell a wide variety of beverages and convenient foods in more than 200 countries and territories and
the profile of the products we sell, the amount of revenue attributable to such products and the type of
packaging used vary by jurisdiction. Because of this, we cannot predict the scope or form potential taxes,
regulations or other limitations on our products or their packaging may take, and therefore cannot predict
the impact of such taxes, regulations or limitations on our financial results. In addition, taxes, regulations
and limitations may impact us and our competitors differently. We continue to monitor existing and
proposed taxes and regulations in the jurisdictions in which our products are made, manufactured,
distributed and sold and to consider actions we may take to potentially mitigate the unfavorable impact, if
any, of such taxes, regulations or limitations, including advocating alternative measures with respect to the
imposition, form and scope of any such taxes, regulations or limitations.
Retail Landscape
Our industry continues to be affected by disruption of the retail landscape, including the continued growth
in sales through e-commerce websites and mobile commerce applications, including through subscription
services, the integration of physical and digital operations among retailers and the international expansion
of hard discounters. We have seen and expect to continue to see a further shift to e-commerce, online-to-
33
offline and other online purchasing by consumers, including as a result of the COVID-19 pandemic. We
continue to monitor changes in the retail landscape and seek to identify actions we may take to build our
global e-commerce and digital capabilities, such as expanding our direct-to-consumer business, and
distribute our products effectively through all existing and emerging channels of trade and potentially
mitigate any unfavorable impacts on our future results.
See also “Item 1A. Risk Factors,” “Executive Overview” above and “Market Risks” below for more
information about these risks and the actions we have taken to address key challenges.
Risk Management Framework
The achievement of our strategic and operating objectives involves risks, many of which evolve over time.
To identify, assess, prioritize, address, manage, monitor and communicate these risks across the
Company’s operations and foster a corporate culture of integrity and risk awareness, we leverage an
integrated risk management framework. This framework includes the following:
•
PepsiCo’s Board has oversight responsibility for PepsiCo’s integrated risk management
framework. One of the Board’s primary responsibilities is overseeing and interacting with senior
management with respect to key aspects of the Company’s business, including risk assessment
and risk mitigation of the Company’s top risks. Throughout the year, the Board and relevant
Committees of the Board receive updates from management with respect to various enterprise risk
management issues and dedicate a portion of their meetings to reviewing and discussing specific
risk topics in greater detail, including risks related to cybersecurity, food safety, sustainability,
human capital management (including diversity, equity and inclusion) and supply chain and
commodity inflation. The Board receives and provides feedback on regular updates from
management regarding the Company’s top risks, including updates from members of management
responsible for overseeing impacted areas (for example, the Global Chief Information Officer and
Chief Information Security Officer), governance processes associated with managing these risks,
the status of projects to strengthen the Company’s risk mitigation efforts and recent incidents
impacting the industry and threat landscape. Given that cybersecurity risks can impact various
areas of responsibility of the Committees of the Board, the Board believes it is useful and
effective for the full Board to maintain direct oversight over cybersecurity matters. In evaluating
top risks, the Board and management consider short-, medium- and long-term potential impacts
on the Company’s business, financial condition and results of operations, including looking at the
internal and external environment when evaluating risks, risk amplifiers and emerging trends, and
considers the risk horizon as part of prioritizing the Company’s risk mitigation efforts. The Board
receives updates through presentations, memos and other written materials, teleconferences and
other appropriate means of communication, with numerous opportunities for discussion and
feedback, and continuously evaluates its approach in addressing top risks as circumstances
evolve. For example, as part of risk updates to the Board and relevant Committees during 2022,
the Board or its relevant Committee were provided updates on the impact of disruptive events,
such as the Russia-Ukraine conflict, COVID-19 and supply chain disruption and commodity
inflation. The Board also receives periodic updates from external experts and advisers on global
macroeconomic trends and conditions that may impact the Company’s strategy and financial
performance, including geopolitical conflicts, economic instability, labor market trends, changing
consumer behavior, retail disruption and digitalization.
The Board has tasked designated Committees of the Board with oversight of certain categories of
risk management, and the Committees report to the Board regularly on these matters.
◦ The Audit Committee of the Board reviews and assesses the guidelines and policies
governing PepsiCo’s risk management and oversight processes, and assists the Board’s
34
oversight of financial, compliance and employee safety risks facing PepsiCo. The Audit
Committee also assists the Board’s oversight of the Company’s compliance with legal and
regulatory requirements and the Chief Compliance & Ethics Officer, who reports to the
General Counsel, meets regularly with the Audit Committee, including in executive
session without management present;
◦ The Compensation Committee of the Board reviews PepsiCo’s employee compensation
policies and practices to assess whether such policies and practices could lead to
unnecessary risk-taking behavior;
◦ The Nominating and Corporate Governance Committee assists the Board in its oversight
of the Company’s governance structure and other corporate governance matters, including
succession planning; and
◦ The Sustainability, Diversity and Public Policy Committee of the Board assists the Board
in its oversight of PepsiCo’s policies, programs and related risks that concern key
sustainability (including climate change), diversity, equity and inclusion, and public policy
matters.
• The PepsiCo Risk Committee (PRC) meets regularly to identify, assess, prioritize and address top
strategic, financial, operating, compliance, safety, reputational and other risks. The PRC is also
responsible for reporting progress on our risk mitigation efforts to the Board. The PRC is
comprised of a cross-functional, geographically diverse, senior management group, including
PepsiCo’s Chairman of the Board of Directors and Chief Executive Officer, Chief Financial
Officer, General Counsel, Sector Chief Executive Officers and the heads of Corporate Affairs,
Human Resources, Research & Development, Information Technology, Sustainability, Strategy,
Transformation, International Beverages, Commercial, Global Operations, Marketing and
Financial Planning & Analysis;
• Division and key market risk committees, comprised of cross-functional senior management
teams, meet regularly to identify, assess, prioritize and address division and country-specific
business risks;
•
•
•
•
PepsiCo’s Risk Management Office, which manages the overall risk management process,
provides ongoing guidance, tools and analytical support to the PRC and the division and key
country risk committees, identifies and assesses potential risks and facilitates ongoing
communication between the parties, as well as with PepsiCo’s Board, the Audit Committee of the
Board and other Committees of the Board;
PepsiCo’s Internal Audit Department evaluates the ongoing effectiveness of our key internal
controls through periodic audit and review procedures; and
PepsiCo’s Compliance & Ethics and Law Departments lead and coordinate our compliance
policies and practices.
PepsiCo’s Disclosure Committee, comprised of the General Counsel, Controller and heads of
Internal Audit, Financial Planning & Analysis and Investor Relations, evaluates information from
PepsiCo’s integrated risk management framework as part of the Disclosure Committee’s
monitoring of the integrity and effectiveness of the Company’s disclosure controls and
procedures. PepsiCo’s risk oversight processes and disclosure controls and procedures are
designed to appropriately escalate key risks to the Board as well as to analyze potential risks for
disclosure.
35
Market Risks
We are exposed to market risks arising from adverse changes in:
•
•
•
commodity prices, affecting the cost of our raw materials and energy;
foreign exchange rates and currency restrictions; and
interest rates.
In the normal course of business, we manage commodity price, foreign exchange and interest rate risks
through a variety of strategies, including productivity initiatives, global purchasing programs and hedging.
Ongoing productivity initiatives involve the identification and effective implementation of meaningful
cost-saving opportunities or efficiencies, including the use of derivatives. Our global purchasing programs
include fixed-price contracts and purchase orders and pricing agreements. See “Item 1A. Risk Factors” for
further discussion of our market risks.
The fair value of our derivatives fluctuates based on market rates and prices. The sensitivity of our
derivatives to these market fluctuations is discussed below. See Note 9 to our consolidated financial
statements for further discussion of these derivatives and our hedging policies. The fair value of our
indefinite-lived intangible assets is impacted by changes in market conditions, including interest rates and
inflationary, deflationary and recessionary conditions. See “Our Critical Accounting Policies and
Estimates” for a discussion of the exposure of our goodwill and other intangible assets and pension and
retiree medical plan assets and liabilities to risks related to market fluctuations.
Inflationary, deflationary and recessionary conditions impacting these market risks also impact the
demand for and pricing of our products. See “Item 1A. Risk Factors” for further discussion.
Commodity Prices
Our commodity derivatives had a total notional value of $1.8 billion as of December 31, 2022 and $1.6
billion as of December 25, 2021. At the end of 2022, the potential change in fair value of commodity
derivative instruments, assuming a 10% decrease in the underlying commodity price, would have
decreased our net unrealized gains in 2022 by $176 million, which would generally be offset by a
reduction in the cost of the underlying commodity purchases.
Foreign Exchange
Our operations outside of the United States generated 43% of our consolidated net revenue in 2022, with
Mexico, Russia, Canada, China, the United Kingdom and South Africa, collectively, comprising
approximately 23% of our consolidated net revenue in 2022. As a result, we are exposed to foreign
exchange risks in the international markets in which our products are made, manufactured, distributed or
sold. Additionally, we are exposed to foreign exchange risk from net investments in foreign subsidiaries,
foreign currency purchases, foreign currency assets and liabilities created in the normal course of business.
During 2022, unfavorable foreign exchange reduced net revenue growth by 3 percentage points, primarily
due to declines in the Turkish lira, euro, Egyptian pound, British pound sterling and South African rand,
partially offset by an appreciation of the Russian ruble. Currency declines against the U.S. dollar which
are not offset could adversely impact our future financial results.
In addition, volatile economic, political and social conditions and civil unrest in certain markets in which
our products are made, manufactured, distributed or sold, including in Argentina, Brazil, China, Mexico,
the Middle East, Russia, Turkey and Ukraine, and currency controls or fluctuations in certain of these
international markets, continue to, and the threat or imposition of new or increased tariffs or sanctions or
other impositions in or related to these international markets may, result in challenging operating
environments.
36
Our foreign currency derivatives had a total notional value of $3.0 billion as of December 31, 2022 and
$2.8 billion as of December 25, 2021. At the end of 2022, we estimate that an unfavorable 10% change in
the underlying exchange rates would have decreased our net unrealized gains in 2022 by $298 million,
which would be significantly offset by an inverse change in the fair value of the underlying exposure.
The total notional amount of our debt instruments designated as net investment hedges was $2.9 billion as
of December 31, 2022 and $2.1 billion as of December 25, 2021.
Interest Rates
Our interest rate derivatives had a total notional value of $1.3 billion as of December 31, 2022 and $2.1
billion as of December 25, 2021. Assuming year-end 2022 investment levels and variable rate debt, a 1-
percentage-point increase in interest rates would have decreased our net interest expense in 2022 by $48
million due to higher cash and cash equivalents and short-term investments levels, as compared with our
variable rate debt.
OUR FINANCIAL RESULTS
Results of Operations — Consolidated Review
Volume
Physical or unit volume is one of the key metrics management uses internally to make operating and
strategic decisions, including the preparation of our annual operating plan and the evaluation of our
business performance. We believe volume provides additional information to facilitate the comparison of
our historical operating performance and underlying trends, and provides additional transparency on how
we evaluate our business because it measures demand for our products at the consumer level. Beginning in
2022, unit volume growth adjusts for the impacts of acquisitions, divestitures and other structural changes.
Further, our fiscal 2022 results include an additional week (53rd reporting week). Unit volume growth
excludes the impact of the 53rd reporting week.
Beverage volume includes volume of concentrate sold to independent bottlers and volume of finished
products bearing company-owned or licensed trademarks and allied brand products and joint venture
trademarks sold by company-owned bottling operations. Beverage volume also includes volume of
finished products bearing company-owned or licensed trademarks sold by our noncontrolled affiliates.
Concentrate volume sold to independent bottlers is reported in concentrate shipments and equivalents
(CSE), whereas finished beverage product volume is reported in bottler case sales (BCS). Both CSE and
BCS convert all beverage volume to an 8-ounce-case metric. Typically, CSE and BCS are not equal in any
given period due to seasonality, timing of product launches, product mix, bottler inventory practices and
other factors. While our net revenue is not entirely based on BCS volume due to the independent bottlers
in our supply chain, we believe that BCS is a better measure of the consumption of our beverage products.
PBNA, LatAm, Europe, AMESA and APAC, either independently or in conjunction with third parties,
make, market, distribute and sell ready-to-drink tea products through a joint venture with Unilever (under
the Lipton brand name), and PBNA, either independently or in conjunction with third parties, makes,
markets, distributes and sells ready-to-drink coffee products through a joint venture with Starbucks.
Convenient food volume includes volume sold by us and our noncontrolled affiliates of convenient food
products bearing company-owned or licensed trademarks. Internationally, we measure convenient food
product volume in kilograms, while in North America we measure convenient food product volume in
pounds. FLNA makes, markets, distributes and sells Sabra refrigerated dips and spreads through a joint
venture with Strauss Group.
37
Consolidated Net Revenue and Operating Profit
Net revenue
Operating profit
Operating margin
2022
$ 86,392
$ 11,512
2021
$ 79,474
$ 11,162
Change
9 %
3 %
13.3 %
14.0 % (0.7)
See “Results of Operations – Division Review” for a tabular presentation and discussion of key drivers of
net revenue.
Operating profit grew 3% while operating margin declined 0.7 percentage points. Operating profit growth
was primarily driven by net revenue growth and productivity savings, partially offset by certain operating
cost increases and a 42-percentage-point impact of higher commodity costs. The loss of net revenue due to
the Juice Transaction reduced operating profit growth by 3 percentage points and was partially offset by a
1-percentage-point contribution from the 53rd reporting week.
Operating profit growth also reflects a 13-percentage-point unfavorable impact of impairment charges
related to certain indefinite-lived intangible assets due to an increase in the weighted-average cost of
capital as well as our most current estimates of future financial performance (other impairment charges), a
12-percentage-point unfavorable impact of the charges associated with the Russia-Ukraine conflict and a
6-percentage-point unfavorable impact of impairment on intangible assets, investment and property, plant
and equipment and other charges as a result of management’s decision to reposition or discontinue the
sale/distribution of certain brands and to sell an investment (brand portfolio impairment charges). These
impacts were partially offset by a 29-percentage-point contribution from the gain associated with the Juice
Transaction.
The operating margin decline primarily reflects the unfavorable impacts of other impairment charges, the
charges associated with the Russia-Ukraine conflict and the brand portfolio impairment charges, partially
offset by the gain associated with the Juice Transaction.
Juice Transaction
In the first quarter of 2022, we sold our Tropicana, Naked and other select juice brands to PAI Partners,
while retaining a 39% noncontrolling interest in TBG, operating across North America and Europe. These
juice businesses delivered approximately $3 billion in net revenue in 2021. In the United States, PepsiCo
acts as the exclusive distributor for TBG’s portfolio of brands for small-format and foodservice customers
with chilled DSD. See Note 13 to our consolidated financial statements for further information.
Other Consolidated Results
Other pension and retiree medical benefits income
Net interest expense and other
Annual tax rate
Net income attributable to PepsiCo
Net income attributable to PepsiCo per common share – diluted
2022
$ 132
$ (939)
2021
$ 522
$ (1,863)
Change
$ (390)
$ 924
16.1 %
21.8 %
$ 8,910
$ 6.42
$ 7,618
$ 5.49
17 %
17 %
Other pension and retiree medical benefits income decreased $390 million, primarily due to higher
settlement losses compared to the prior year.
Net interest expense and other decreased $924 million, reflecting the prior-year charge of $842 million
related to our cash tender offers, higher interest rates on average cash balances and lower average debt
balances, partially offset by losses on the market value of investments used to economically hedge a
portion of our deferred compensation liability and higher interest rates on debt.
38
The reported tax rate decreased 5.7 percentage points, primarily reflecting the impact of the Juice
Transaction and adjustments to reserves for uncertain tax positions as a result of the Internal Revenue
Service (IRS) audit.
Results of Operations — Division Review
See “Our Business Risks,” “Non-GAAP Measures” and “Items Affecting Comparability” for a discussion
of items to consider when evaluating our results and related information regarding measures not in
accordance with U.S. Generally Accepted Accounting Principles (GAAP).
In the discussions of net revenue and operating profit below, “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. Additionally, “acquisitions and divestitures”
reflect mergers and acquisitions activity, as well as divestitures and other structural changes, including
changes in ownership or control in consolidated subsidiaries and nonconsolidated equity investees.
Net Revenue and Organic Revenue Growth
Organic revenue growth is a non-GAAP financial measure. For further information on this measure, see
“Non-GAAP Measures.”
2022
Impact of
Impact of
Reported
% Change,
GAAP
Measure
Foreign
exchange
translation
Acquisitions
and
divestitures
53rd
reporting
week
Organic
% Change,
Non-GAAP
Measure(a)
Organic
volume(b)
Effective
net
pricing
19 %
15 %
4 %
21 %
(2) %
6 %
4 %
9 %
—
0.5
—
—
9
12
5
3
—
—
9
1
5
2
2
4
(2)
(2)
(2)
—
—
—
—
(1)
17 %
13 %
11 %
21 %
12 %
20 %
11 %
14 %
—
(3)
1
5
(7)
4
4
—
17
16
10
16
19
16
6
14
FLNA
QFNA
PBNA
LatAm
Europe
AMESA
APAC
Total
(a) Amounts may not sum due to rounding.
(b) Excludes the impact of acquisitions, divestitures and other structural changes and the 53rd reporting week. In certain instances, the impact
of organic volume growth on net revenue growth differs from the unit volume growth disclosed in the following divisional discussions
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.
39
Operating Profit/(Loss), Operating Profit/(Loss) Adjusted for Items Affecting Comparability and
Operating Profit/(Loss) Performance Adjusted for Items Affecting Comparability on a Constant
Currency Basis
Operating profit/(loss) adjusted for items affecting comparability and operating profit/(loss) performance
adjusted for items affecting comparability on a constant currency basis are both non-GAAP financial
measures. For further information on these measures, see “Non-GAAP Measures” and “Items Affecting
Comparability.”
Operating Profit/(Loss) and Operating Profit/(Loss) Adjusted for Items Affecting Comparability
FLNA
QFNA
PBNA
LatAm
Europe
AMESA
APAC
Corporate unallocated
expenses
Total
$
Reported,
GAAP
Measure(b)
$
Mark-to-
market
net impact
—
—
—
—
—
—
—
6,135 $
604
5,426
1,627
(1,380)
666
537
(2,103)
11,512 $
$
62
62
$
2022
Items Affecting Comparability(a)
Acquisition
and
divestiture-
related
charges
Gain
associated
with the
Juice
Transaction
Restructuring
and
impairment
charges
Impairment
and other
charges
46 $
7
68
32
109
12
16
90
380 $
— $
—
51
—
14
3
—
6
74 $
— $
—
(3,029)
—
(292)
—
—
Core,
Non-GAAP
Measure(b)
6,269
611
2,676
1,730
1,383
871
730
88 $
—
160
71
2,932
190
177
—
(3,321) $
—
3,618 $
(1,945)
12,325
2021
Items Affecting Comparability(a)
Reported,
GAAP
Measure(b)
Mark-to-market
net impact
Restructuring and
impairment charges
Acquisition and
divestiture-related
charges(c)
Core,
Non-GAAP
Measure(b)
FLNA
QFNA
PBNA
LatAm
Europe
AMESA
APAC
Corporate unallocated expenses
Total
$
$
5,633 $
578
2,442
1,369
1,292
858
673
(1,683)
11,162 $
— $
—
—
—
—
—
—
19
19 $
28 $
—
20
37
81
15
7
49
237 $
2 $
—
11
—
8
10
4
(39)
(4) $
5,663
578
2,473
1,406
1,381
883
684
(1,654)
11,414
(a)
(b)
(c)
See “Items Affecting Comparability.”
Includes charges taken as a result of the COVID-19 pandemic. See Note 1 to our consolidated financial statements for further information.
In 2021, income amount primarily relates to gains associated with the contingent consideration in connection with our acquisition of Rockstar Energy
Beverages (Rockstar). This impact is partially offset by divestiture-related charges associated with the Juice Transaction. See Note 13 to our consolidated
financial statements for further information.
40
Operating Profit/(Loss) Performance and Operating Profit/(Loss) Performance Adjusted for Items
Affecting Comparability on a Constant Currency Basis
Impact of Items Affecting Comparability(a)
2022
Reported
%
Change,
GAAP
Measure
Mark-to-
market
net
impact
Restructuring
and
impairment
charges
Acquisition
and
divestiture-
related
charges
Gain
associated
with the
Juice
Transaction
Impairment
and other
charges
FLNA
QFNA
PBNA
LatAm
Europe
AMESA
APAC
Corporate
unallocated
expenses
Total
9 %
4.5 %
122 %
19 %
(207) %
(22) %
(20) %
—
—
—
—
—
—
—
25 %
3 %
(2.5)
—
See “Items Affecting Comparability.”
(a)
(b) Amounts may not sum due to rounding.
FLNA
—
1
2
—
2
—
1
(2)
1
—
—
2
—
0.5
(1)
(0.5)
(2.5)
1
—
—
(124)
—
(23)
—
—
—
(29)
1.5
—
7
4.5
228
23
26
—
31
Impact of
Foreign
exchange
translation
—
—
—
—
7
9
4
—
2
Core
Constant
Currency
% Change,
Non-GAAP
Measure(b)
11 %
6 %
9 %
23 %
7 %
7 %
11 %
18 %
10 %
Core
% Change,
Non-
GAAP
Measure(b)
11 %
6 %
8 %
23 %
— %
(1) %
7 %
18 %
8 %
Net revenue grew 19%, primarily driven by effective net pricing and a 2-percentage-point contribution
from the 53rd reporting week.
Unit volume decreased 1%, primarily reflecting a double-digit decline in our Sabra joint venture products
and a low-single-digit decline in variety packs, partially offset by low-single-digit growth in trademark
Doritos and double-digit growth in trademark Popcorners.
Operating profit increased 9%, primarily reflecting the effective net pricing and productivity savings.
These impacts were partially offset by certain operating cost increases, including strategic initiatives, a 17-
percentage-point impact of higher commodity costs, primarily cooking oil, potatoes and seasoning, and
higher advertising and marketing expenses. Additionally, impairment charges associated with a baked fruit
convenient food brand reduced operating profit growth by 1.5 percentage points (other impairment
charges). The 53rd reporting week contributed 2 percentage points to operating profit growth.
QFNA
Net revenue grew 15%, primarily driven by effective net pricing and a 2-percentage-point contribution
from the 53rd reporting week, partially offset by a decrease in organic volume.
Unit volume declined 3%, primarily reflecting mid-single-digit declines in oatmeal and ready-to-eat
cereals and a high-single-digit decline in pancake syrups and mixes, partially offset by mid-single-digit
growth in rice/pasta sides and low-single-digit growth in bars.
Operating profit grew 4.5%, primarily reflecting the effective net pricing and productivity savings. These
impacts were partially offset by a 37-percentage-point impact of higher commodity costs, primarily grains
and packaging materials, certain operating cost increases, including incremental transportation costs, the
decrease in organic volume and higher advertising and marketing expenses. The 53rd reporting week
contributed 2 percentage points to operating profit growth.
41
PBNA
Net revenue increased 4%, primarily driven by effective net pricing and an increase in organic volume.
The 53rd reporting week contributed 2 percentage points to net revenue growth offset by a 9-percentage-
point unfavorable impact of lower net revenue due to the Juice Transaction.
Unit volume grew slightly, driven by a 1% increase in our NCB volume, offset by a 1% decrease in CSD
volume. The NCB volume increase primarily reflected a mid-single-digit increase in Gatorade sports
drinks, partially offset by a double-digit decrease in our energy portfolio.
Operating profit increased 122%, primarily reflecting a 124-percentage-point impact of the gain of $3.0
billion associated with the Juice Transaction, partially offset by a 2-percentage-point impact of related
transaction costs. Operating profit growth was also driven by the net revenue growth and productivity
savings, partially offset by certain operating cost increases, including incremental transportation and
information technology costs, and a 42-percentage-point impact of higher commodity costs, primarily
aluminum and resin. A current-year gain associated with the sale of an asset and the 53rd reporting week
contributed 6 percentage points and 2 percentage points, respectively, to operating profit growth.
Additionally, operating profit growth was reduced by a 15-percentage-point impact of the lower net
revenue due to the Juice Transaction.
As a result of our decision to terminate the agreement with Vital Pharmaceuticals, Inc. to distribute Bang
energy drinks, we recorded impairment and other related charges which reduced operating profit growth
by 7 percentage points (brand portfolio impairment charges).
LatAm
Net revenue increased 21%, primarily reflecting effective net pricing and organic volume growth.
Convenient foods unit volume grew 3.5%, primarily reflecting mid-single-digit growth in Mexico,
partially offset by a low-single-digit decline in Brazil.
Beverage unit volume grew 6%, primarily reflecting double-digit growth in Argentina. Additionally,
Brazil, Guatemala, Chile and Mexico each experienced mid-single-digit growth.
Operating profit increased 19%, primarily reflecting the net revenue growth, productivity savings and a 3-
percentage-point favorable impact of lower charges taken as a result of the COVID-19 pandemic. These
impacts were partially offset by certain operating cost increases, a 41-percentage-point impact of higher
commodity costs, primarily cooking oil, packaging materials and grains, and higher advertising and
marketing expenses. Additionally, impairment and other charges associated with the sale of certain non-
strategic brands reduced operating profit growth by 4.5 percentage points (brand portfolio impairment
charges).
Europe
Net revenue decreased 2%, reflecting a 9-percentage-point impact of unfavorable foreign exchange, an
organic volume decline and a 4.5-percentage-point unfavorable impact of the Juice Transaction, partially
offset by effective net pricing.
Convenient foods unit volume declined 4%, primarily reflecting double-digit declines in Russia and
Ukraine and a mid-single-digit decline in Poland, partially offset by low-single-digit growth in the United
Kingdom and France and mid-single-digit growth in Turkey. Additionally, the Netherlands experienced a
low-single-digit decline.
Beverage unit volume declined 7%, primarily reflecting double-digit declines in Russia, Ukraine and
Germany, partially offset by low-single-digit growth in France. Additionally, the United Kingdom
experienced a low-single-digit decline and Turkey experienced a mid-single-digit decline.
42
Operating profit decreased 207%, primarily reflecting a 110-percentage-point unfavorable impact of
charges associated with the Russia-Ukraine conflict, a 98-percentage-point unfavorable impact of
impairment charges related to the SodaStream brand (other impairment charges) and a 20-percentage-
point unfavorable impact primarily related to the impairment of intangible assets due to the
discontinuation or repositioning of certain juice and dairy brands in Russia (brand portfolio impairment
charges), partially offset by a 23-percentage-point favorable impact of the gain associated with the Juice
Transaction. Operating profit performance was also negatively impacted by a 91-percentage-point impact
of higher commodity costs, primarily packaging materials, raw milk and potatoes, certain operating cost
increases, the organic volume decline, a 4-percentage-point impact of less favorable settlements of
promotional spending accruals compared to the prior year and a 4-percentage-point impact of payments to
employees for a change in pension benefits. These impacts were partially offset by the effective net
pricing, productivity savings and lower advertising and marketing expenses. Unfavorable foreign
exchange negatively impacted operating profit performance by 7 percentage points.
AMESA
Net revenue increased 6%, primarily reflecting effective net pricing and organic volume growth, partially
offset by a 3-percentage-point unfavorable impact of an extra month of net revenue in 2021 as we aligned
Pioneer Food Group Ltd.’s (Pioneer Foods) reporting calendar with that of our AMESA division.
Unfavorable foreign exchange reduced net revenue growth by 12 percentage points.
Convenient foods unit volume grew 2%, primarily reflecting double-digit growth in the Middle East and
Pakistan and high-single-digit growth in India, partially offset by a low-single-digit decline in South
Africa.
Beverage unit volume grew 14%, primarily reflecting double-digit growth in India. Additionally, the
Middle East experienced high-single-digit growth, Nigeria experienced low-single-digit growth and
Pakistan experienced double-digit growth.
Operating profit decreased 22%, primarily reflecting a 19-percentage-point impact of impairment and
other charges associated with our decision to sell or discontinue certain non-strategic brands and an
investment (brand portfolio impairment charges) and a 4-percentage-point impact of impairment charges
primarily related to certain juice brands from the Pioneer Foods acquisition (other impairment charges).
Operating profit performance was also negatively impacted by a 74-percentage-point impact of higher
commodity costs, primarily packaging materials, grains and cooking oil, certain operating cost increases
and higher advertising and marketing expenses, partially offset by the net revenue growth and productivity
savings. Unfavorable foreign exchange negatively impacted operating profit performance by 9 percentage
points.
APAC
Net revenue increased 4%, primarily reflecting effective net pricing and organic volume growth, partially
offset by a 2-percentage-point unfavorable impact of an extra month of net revenue in 2021 as we aligned
Hangzhou Haomusi Food Co., Ltd.’s (Be & Cheery) reporting calendar with that of our APAC division.
Unfavorable foreign exchange reduced net revenue growth by 5 percentage points.
Convenient foods unit volume grew 3%, primarily reflecting low-single-digit growth in China and
Australia and mid-single-digit growth in Thailand, partially offset by a low-single-digit decline in Taiwan.
Beverage unit volume grew 8%, primarily reflecting double-digit growth in Vietnam. Additionally, China
experienced mid-single-digit growth, Thailand experienced low-single-digit growth and the Philippines
experienced high-single-digit growth.
Operating profit decreased 20%, primarily reflecting a 25-percentage-point impact of impairment charges
related to the Be & Cheery brand (other impairment charges). Operating profit performance was also
43
negatively impacted by a 25-percentage-point impact of higher commodity costs, primarily cooking oil
and potatoes, certain operating cost increases and higher advertising and marketing expenses, partially
offset by the net revenue growth and productivity savings. Additionally, prior-year impairment charges
associated with an equity method investment positively contributed 3 percentage points to operating profit
performance. Unfavorable foreign exchange negatively impacted operating profit performance by 4
percentage points.
Non-GAAP Measures
Certain financial measures contained in this Form 10-K adjust for the impact of specified items and are
not in accordance with GAAP. 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 in this Form 10-K 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 in
this Form 10-K 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 continue to be reflected in our core results. See below and
“Items Affecting Comparability” for a description of adjustments to our GAAP financial measures in this
Form 10-K.
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.
The following non-GAAP financial measures contained in this Form 10-K are discussed below:
Cost of sales, gross profit, selling, general and administrative expenses, gain associated with the Juice
Transaction, impairment of intangible assets, other pension and retiree medical benefits income, net
interest expense and other, provision for income taxes, net income attributable to noncontrolling interests
and net income attributable to PepsiCo, each adjusted for items affecting comparability, operating profit
and net income attributable to PepsiCo per common share – diluted, each adjusted for items affecting
comparability, and the corresponding constant currency growth rates
These measures exclude the net impact of mark-to-market gains and losses on centrally managed
commodity derivatives that do not qualify for hedge accounting, restructuring and impairment charges
related to our 2019 Multi-Year Productivity Plan (2019 Productivity Plan), charges associated with our
acquisitions and divestitures, the gain associated with the Juice Transaction, impairment and other charges
44
comprised of Russia-Ukraine conflict charges, brand portfolio impairment charges and other impairment
charges, the impact of settlement and curtailment gains and losses related to pension and retiree medical
plans, a charge related to cash tender offers, tax benefit related to the IRS audit and tax expense related to
the Tax Cuts and Jobs Act (TCJ Act) (see “Items Affecting Comparability” for a detailed description of
each of these items). We also evaluate performance on operating profit and net income attributable to
PepsiCo per common share – diluted, each adjusted for items affecting comparability, on a constant
currency basis, which measure our 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. We believe these measures provide useful information in
evaluating the results of our business because they exclude items that we believe are not indicative of our
ongoing performance or that we believe impact comparability with the prior year.
Organic revenue growth
We define organic revenue growth as a measure that adjusts for the impacts of foreign exchange
translation, acquisitions, divestitures and other structural changes, and every five or six years, the impact
of the 53rd reporting week, including in our 2022 financial results. Adjusting for acquisitions and
divestitures reflects mergers and acquisitions activity, including the impact in 2021 of an extra month of
net revenue for our acquisitions of Pioneer Foods in our AMESA division and Be & Cheery in our APAC
division as we aligned the reporting calendars of these acquisitions with those of our divisions, as well as
divestitures and other structural changes, including changes in ownership or control in consolidated
subsidiaries and nonconsolidated equity investees. 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.
See “Net Revenue and Organic Revenue Growth” in “Results of Operations – Division Review” for
further information.
Free cash flow
We define free cash flow as net cash provided by operating activities less capital spending, plus sales of
property, plant and equipment. Since net capital spending is essential to our product innovation initiatives
and maintaining our operational capabilities, we believe that it is a recurring and necessary use of cash. As
such, we believe investors should also consider net capital spending when evaluating our cash from
operating activities. Free cash flow is used by us primarily for acquisitions and financing activities,
including debt repayments, dividends and share repurchases. Free cash flow is not a measure of cash
available for discretionary expenditures since we have certain non-discretionary obligations such as debt
service that are not deducted from the measure.
See “Free Cash Flow” in “Our Liquidity and Capital Resources” for further information.
Return on invested capital (ROIC) and net ROIC, excluding items affecting comparability
We define ROIC as net income attributable to PepsiCo plus interest expense after-tax divided by the sum
of quarterly average debt obligations and quarterly average common shareholders’ equity. Although ROIC
is a common financial metric, numerous methods exist for calculating ROIC. Accordingly, the method
used by management to calculate ROIC may differ from the methods other companies use to calculate
their ROIC.
We believe this metric serves as a measure of how well we use our capital to generate returns. In addition,
we use net ROIC, excluding items affecting comparability, to compare our performance over various
reporting periods on a consistent basis because it removes from our operating results the impact of items
that we believe are not indicative of our ongoing performance and reflects how management evaluates our
45
operating results and trends. We define net ROIC, excluding items affecting comparability, as ROIC,
adjusted for quarterly average cash, cash equivalents and short-term investments, after-tax interest income
and items affecting comparability. We believe the calculation of ROIC and net ROIC, excluding items
affecting comparability, provides useful information to investors and is an additional relevant comparison
of our performance to consider when evaluating our capital allocation efficiency.
See “Return on Invested Capital” in “Our Liquidity and Capital Resources” for further information.
Items Affecting Comparability
Our reported financial results in this Form 10-K are impacted by the following items in each of the
following years:
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
income
Provision
for
income
taxes(a)
Net income
attributable to
noncontrolling
interests
Net income
attributable
to PepsiCo
2022
Reported, GAAP
Measure
$ 40,576 $ 45,816 $
34,459 $
(3,321) $
3,166 $ 11,512 $
132 $ 1,727 $
68 $
8,910
Items Affecting Comparability
Mark-to-market
net impact
Restructuring and
impairment
charges
Acquisition and
divestiture-
related charges
Gain associated
with the Juice
Transaction
Impairment and
other charges
Pension and retiree
medical-related
impact
Tax benefit related
to the IRS audit
Tax expense
related to the
TCJ Act
Core, Non-GAAP
Measure
(52)
52
(10)
(33)
33
(347)
—
—
(74)
—
—
—
—
—
—
62
380
74
—
—
—
3,321
—
(3,321)
(201)
201
(251)
—
(3,166)
3,618
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
31
6
—
—
307
—
—
14
77
14
(433)
671
69
319
(86)
—
1
—
—
—
—
—
—
48
333
66
(2,888)
2,947
238
(319)
86
$ 40,290 $ 46,102 $
33,777 $
— $
— $ 12,325 $
476 $ 2,372 $
69 $
9,421
46
Cost of
sales
Gross
profit
Selling,
general and
administrative
expenses
Operating
profit
2021
Other
pension
and retiree
medical
benefits
income
Net
interest
expense
and other
Provision
for
income
taxes(a)
Net income
attributable to
noncontrolling
interests
Net income
attributable to
PepsiCo
$ 37,075 $ 42,399 $
31,237 $ 11,162 $
522 $ (1,863) $ 2,142 $
61 $
7,618
(39)
(29)
(1)
39
29
1
—
—
—
—
—
—
$ 37,006 $ 42,468 $
20
19
(208)
237
5
—
—
—
(4)
—
—
—
31,054 $ 11,414 $
—
10
—
12
—
—
—
—
—
5
41
23
1
842
165
—
544 $ (1,021) $ 2,187 $
(190)
—
—
1
—
—
—
14
205
(27)
11
677
—
62 $
190
8,688
Reported, GAAP Measure
Items Affecting Comparability
Mark-to-market net impact
Restructuring and
impairment charges
Acquisition and divestiture-
related charges
Pension and retiree medical-
related impact
Charge related to cash tender
offers
Tax expense related to the
TCJ Act
Core, Non-GAAP Measure
(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.
Net income attributable to PepsiCo per common share – diluted, GAAP measure
Mark-to-market net impact
Restructuring and impairment charges
Acquisition and divestiture-related charges
Gain associated with the Juice Transaction
Impairment and other charges
Pension and retiree medical-related impact
Charge related to cash tender offers
Tax benefit related to the IRS audit
Tax expense related to the TCJ Act
Core net income attributable to PepsiCo per common share – diluted, non-GAAP
measure
Impact of foreign exchange translation
Growth in core net income attributable to PepsiCo per common share – diluted, on a
constant currency basis, non-GAAP measure
(a) Does not sum due to rounding.
Mark-to-Market Net Impact
$
$
2022
6.42
0.03
0.24
0.05
(2.08)
2.12
0.17
—
(0.23)
0.06
2021
5.49
0.01
0.15
(0.02)
—
—
0.01
0.49
—
0.14
$
6.79 (a) $
6.26 (a)
Change
17 %
9 %
2
11 %
We centrally manage commodity derivatives on behalf of our divisions. These commodity derivatives
include agricultural products, energy and metals. Commodity derivatives that do not qualify for hedge
accounting treatment are marked to market each period with the resulting gains and losses recorded in
corporate unallocated expenses as either cost of sales or selling, general and administrative expenses,
depending on the underlying commodity. These gains and losses are subsequently reflected in division
results when the divisions recognize the cost of the underlying commodity in operating profit. Therefore,
the divisions realize the economic effects of the derivative without experiencing any resulting mark-to-
market volatility, which remains in corporate unallocated expenses.
Restructuring and Impairment Charges
2019 Multi-Year Productivity Plan
The 2019 Productivity Plan, publicly announced on February 15, 2019, will leverage new technology and
business models to further simplify, harmonize and automate processes; re-engineer our go-to-market and
information systems, including deploying the right automation for each market; and simplify our
organization and optimize our manufacturing and supply chain footprint. To build on the successful
47
implementation of the 2019 Productivity Plan, in the fourth quarter of 2022, we expanded and extended
the plan through the end of 2028 to take advantage of additional opportunities within the initiatives
described above. As a result, we expect to incur pre-tax charges of approximately $3.65 billion, including
cash expenditures of approximately $2.9 billion. Plan to date through December 31, 2022, we have
incurred pre-tax charges of $1.5 billion, including cash expenditures of $1.0 billion. In our 2023 financial
results, we expect to incur pre-tax charges and cash expenditures of approximately $600 million each.
These charges will be funded primarily through cash from operations. We expect to incur the majority of
the remaining pre-tax charges and cash expenditures in our 2023 through 2024 financial results, with the
balance to be incurred through 2028. Charges include severance and other employee costs, asset
impairments and other costs.
See Note 3 to our consolidated financial statements for further information related to our 2019
Productivity Plan. We regularly evaluate productivity initiatives beyond the productivity plan and other
initiatives discussed above and in Note 3 to our consolidated financial statements.
Acquisition and Divestiture-Related Charges
Acquisition and divestiture-related charges primarily include fair value adjustments to the acquired
inventory included in the acquisition-date balance sheets (recorded in cost of sales), merger and
integration charges and costs associated with divestitures (recorded in selling, general and administrative
expenses). Merger and integration charges include liabilities to support socioeconomic programs in South
Africa, gains associated with contingent consideration, employee-related costs, contract termination costs,
closing costs and other integration costs. Divestiture-related charges reflect transaction expenses,
including consulting, advisory and other professional fees.
See Note 13 to our consolidated financial statements for further information.
Gain Associated with the Juice Transaction
We recognized a gain associated with the Juice Transaction in our PBNA and Europe divisions.
See Note 13 to our consolidated financial statements for further information.
Impairment and Other Charges
We recognized Russia-Ukraine conflict charges, brand portfolio impairment charges and other impairment
charges as described below.
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.
See Notes 1 and 4 to our consolidated financial statements for further information.
Brand Portfolio Impairment Charges
We recognized intangible asset, investment and property, plant and equipment impairments and other
charges as a result of management’s decision to reposition or discontinue the sale/distribution of certain
brands and to sell an investment.
See Notes 1 and 4 to our consolidated financial statements for further information.
48
Other Impairment Charges
We recognized impairment charges related to certain of our indefinite-lived intangible assets which reflect
an increase in the weighted-average cost of capital as well as our most current estimates of future financial
performance.
See Notes 1 and 4 to our consolidated financial statements for further information.
Pension and Retiree Medical-Related Impact
Pension and retiree medical-related impact primarily includes settlement charges related to lump sum
distributions exceeding the total of annual service and interest costs, as well as curtailment gains.
See Notes 7 and 13 to our consolidated financial statements for further information.
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.
See Note 8 to our consolidated financial statements for further information.
Tax Benefit Related to the IRS Audit
We recognized a non-cash tax benefit resulting from our agreement with the IRS to settle one of the issues
assessed in the 2014 through 2016 tax audit. The agreement covers tax years 2014 through 2019.
See Note 5 to our consolidated financial statements for further information.
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.
See Note 5 to our consolidated financial statements for further information.
Our Liquidity and Capital Resources
We believe that our cash generating capability and financial condition, together with our revolving credit
facilities, working capital lines and other available methods of debt financing, such as commercial paper
borrowings and long-term debt financing, will be adequate to meet our operating, investing and financing
needs, including with respect to our net capital spending plans. Our primary sources of liquidity include
cash from operations, pre-tax cash proceeds of approximately $3.5 billion from the Juice Transaction,
proceeds obtained from issuances of commercial paper and long-term debt, and cash and cash equivalents.
These sources of cash are available to fund cash outflows that have both a short- and long-term
component, including debt repayments and related interest payments; payments for acquisitions; operating
leases; purchase, marketing, and other contractual commitments, including capital expenditures and the
transition tax liability under the TCJ Act. In addition, these sources of cash fund other cash outflows
including anticipated dividend payments and share repurchases. We do not have guarantees or off-balance
sheet financing arrangements, including variable interest entities, that we believe could have a material
impact on our liquidity. See “Item 1A. Risk Factors,” “Our Business Risks” and Note 8 to our
consolidated financial statements for further information.
49
Our sources and uses of cash were not materially adversely impacted by the Russia-Ukraine conflict and,
to date, we have not identified any material liquidity deficiencies as a result of the conflict. Based on the
information currently available to us, we do not expect the impact of the Russia-Ukraine conflict to have a
material impact on our future liquidity. We will continue to monitor and assess the impact the Russia-
Ukraine conflict may have on our business and financial results. See “Item 1A. Risk Factors,” “Our
Business Risks” and Note 1 to our consolidated financial statements for further information related to the
impact of the Russia-Ukraine conflict on our business and financial results.
As of December 31, 2022, cash, cash equivalents and short-term investments in our consolidated
subsidiaries subject to currency controls or currency exchange restrictions were not material.
The TCJ Act imposed a one-time mandatory transition tax on undistributed international earnings. As of
December 31, 2022, our mandatory transition tax liability was $2.6 billion, which must be paid through
2026 under the provisions of the TCJ Act; we currently expect to pay approximately $309 million of this
liability in 2023. Any additional guidance issued by the IRS may impact our recorded amounts for this
transition tax liability. See Note 5 to our consolidated financial statements for further discussion of the
TCJ Act.
As part of our evolving market practices, we work with our suppliers to optimize our terms and
conditions, which include the extension of payment terms. Our current payment terms with a majority of
our suppliers generally range from 60 to 90 days, which we deem to be commercially reasonable. We will
continue to monitor economic conditions and market practice working with our suppliers to adjust as
necessary. We also maintain voluntary supply chain finance agreements with several participating global
financial institutions. Under these agreements, our suppliers, at their sole discretion, may elect to sell their
accounts receivable with PepsiCo to these participating global financial institutions. Supplier participation
in these financing arrangements is voluntary. Our suppliers negotiate their financing agreements directly
with the respective global financial institutions and we are not a party to these agreements. These
financing arrangements allow participating suppliers to leverage PepsiCo’s creditworthiness in
establishing credit spreads and associated costs, which generally provides our suppliers with more
favorable terms than they would be able to secure on their own. Neither PepsiCo nor any of its
subsidiaries provide any guarantees to any third party in connection with these financing arrangements.
We have no economic interest in our suppliers’ decision to participate in these agreements. Our
obligations to our suppliers, including amounts due and scheduled payment terms, are not impacted. All
outstanding amounts related to suppliers participating in such financing arrangements are recorded within
accounts payable and other current liabilities in our consolidated balance sheet. We were informed by the
participating financial institutions that as of both December 31, 2022 and December 25, 2021, $1.5 billion
of our accounts payable to suppliers who participate in these financing arrangements are outstanding.
These supply chain finance arrangements did not have a material impact on our liquidity or capital
resources in the periods presented and we do not expect such arrangements to have a material impact on
our liquidity or capital resources for the foreseeable future.
Furthermore, our cash provided from operating activities is somewhat impacted by seasonality. Working
capital needs are impacted by weekly sales, which are generally highest in the third quarter due to seasonal
and holiday-related patterns and generally lowest in the first quarter. On a continuing basis, we consider
various transactions to increase shareholder value and enhance our business results, including acquisitions,
divestitures, joint ventures, dividends, share repurchases, productivity and other efficiency initiatives and
other structural changes. These transactions may result in future cash proceeds or payments.
50
The table below summarizes our cash activity:
Net cash provided by operating activities
Net cash used for investing activities
Net cash used for financing activities
Operating Activities
2022
2021
$ 10,811 $ 11,616
$ (2,430) $ (3,269)
$ (8,523) $ (10,780)
In 2022, net cash provided by operating activities was $10.8 billion, compared to $11.6 billion in the prior
year. The decrease in operating cash flow primarily reflects unfavorable working capital comparisons and
higher net cash tax payments, partially offset by favorable operating profit performance and lower pre-tax
pension and retiree medical plan contributions in the current year.
Investing Activities
In 2022, net cash used for investing activities was $2.4 billion, primarily reflecting net capital spending of
$5.0 billion and our investment in Celsius Holdings, Inc. (Celsius) convertible preferred stock and
agreement to distribute Celsius energy drinks of $0.8 billion, partially offset by proceeds associated with
the Juice Transaction of $3.5 billion.
In 2021, net cash used for investing activities was $3.3 billion, primarily reflecting net capital spending of
$4.5 billion, partially offset by maturities of short-term investments with maturities greater than three
months of $1.1 billion.
See Note 1 to our consolidated financial statements for further discussion of capital spending by division;
see Notes 4 and 9 to our consolidated financial statements for further discussion of our agreement with
and investment in Celsius; and see Note 13 to our consolidated financial statements for further discussion
of our acquisitions.
We regularly review our plans with respect to net capital spending, including in light of the ongoing
uncertainty caused by the Russia-Ukraine conflict on our business, and believe that we have sufficient
liquidity to meet our net capital spending needs.
Financing Activities
In 2022, net cash used for financing activities was $8.5 billion, primarily reflecting the return of operating
cash flow to our shareholders through dividend payments of $6.2 billion and share repurchases of $1.5
billion, payments of long-term debt borrowings of $2.5 billion and debt redemptions/cash tender offers of
$1.7 billion, partially offset by proceeds from issuances of long-term debt of $3.4 billion.
In 2021, net cash used for financing activities was $10.8 billion, primarily reflecting the return of
operating cash flow to our shareholders largely through dividend payments of $5.8 billion, cash tender
offers/debt redemption of $4.8 billion, payments of long-term debt borrowings of $3.5 billion and
payments of acquisition-related contingent consideration of $0.8 billion, partially offset by proceeds from
issuances of long-term debt of $4.1 billion.
See Note 8 to our consolidated financial statements for further discussion of debt obligations.
We annually review our capital structure with our Board, including our dividend policy and share
repurchase activity. On February 10, 2022, we announced a share repurchase program providing for the
repurchase of up to $10.0 billion of PepsiCo common stock which commenced on February 11, 2022 and
will expire on February 28, 2026. In addition, on February 9, 2023, we announced a 10.0% increase in our
annualized dividend to $5.06 per share from $4.60 per share, effective with the dividend expected to be
paid in June 2023. We expect to return a total of approximately $7.7 billion to shareholders in 2023,
comprising dividends of approximately $6.7 billion and share repurchases of approximately $1.0 billion.
51
Free Cash Flow
The table below reconciles net cash provided by operating activities, as reflected on our cash flow
statement, to our free cash flow. Free cash flow is a non-GAAP financial measure. For further information
on free cash flow, see “Non-GAAP Measures.”
Net cash provided by operating activities, GAAP measure
Capital spending
Sales of property, plant and equipment
Free cash flow, non-GAAP measure
2022
10,811
(5,207)
251
5,855
$
$
2021
11,616
(4,625)
166
7,157
$
$
Change
(7) %
(18) %
We use free cash flow primarily for acquisitions and financing activities, including debt repayments,
dividends and share repurchases. We expect to continue to return free cash flow to our shareholders
primarily through dividends and share repurchases while maintaining Tier 1 commercial paper access,
which we believe will facilitate appropriate financial flexibility and ready access to global capital and
credit markets at favorable interest rates. However, see “Item 1A. Risk Factors” and “Our Business Risks”
for certain factors that may impact our credit ratings or our operating cash flows.
Any downgrade of our credit ratings by a credit rating agency, especially any downgrade to below
investment grade, whether or not as a result of our actions or factors which are beyond our control, could
increase our future borrowing costs and impair our ability to access capital and credit markets on terms
commercially acceptable to us, or at all. In addition, any downgrade of our current short-term credit
ratings could impair our ability to access the commercial paper market with the same flexibility that we
have experienced historically, and therefore require us to rely more heavily on more expensive types of
debt financing. See “Item 1A. Risk Factors,” “Our Business Risks” and Note 8 to our consolidated
financial statements for further information.
Material Changes in Line Items in Our Consolidated Financial Statements
Material changes in line items in our consolidated statement of income are discussed in “Results of
Operations – Consolidated Review,” “Results of Operations – Division Review” and “Items Affecting
Comparability.”
Material changes in line items in our consolidated statement of cash flows are discussed in “Our Liquidity
and Capital Resources.”
52
Material changes in line items in our consolidated balance sheet are discussed below:
Decrease in cash and cash equivalents (b)
Increase in accounts and notes receivable, net (c)
Increase in inventories (d)
Decrease in assets held for sale (e)
Increase in property, plant and equipment, net (f)
Decrease in other indefinite-lived intangible assets (g)
Increase in investments in noncontrolled affiliates (h)
Increase in other assets (i)
Decrease in short-term debt obligations (j)
Increase in accounts payable and other current liabilities (k)
Decrease in liabilities held for sale (e)
Decrease in deferred income taxes (l)
Decrease in other liabilities (m)
2022 Change(a)
$
$
$
$
$
$
$
$
$
$
$
$
$
(0.6)
1.5
0.9
(1.8)
1.9
(2.8)
0.7
0.8
(0.9)
2.2
(0.8)
(0.7)
(0.8)
In billions.
(a)
(b) See consolidated statement of cash flows.
(c) Primarily reflects strong revenue performance across much of our portfolio in 2022. See Note 14 to our consolidated financial statements
for further information.
(d) Primarily reflects higher commodity costs in 2022. See Note 14 to our consolidated financial statements for further information.
(e) Reflects closing of the Juice Transaction. See Note 13 to our consolidated financial statements for further information.
(f) Primarily reflects capital spending, partially offset by depreciation. See Notes 1 and 14 to our consolidated financial statements for
further information.
(g) Primarily reflects impairments. See Notes 1 and 4 to our consolidated financial statements for further information.
(h) Primarily reflects closing of the Juice Transaction. See Note 13 to our consolidated financial statements for further information.
(i) Primarily reflects our investment in Celsius convertible preferred stock. See Note 9 to our consolidated financial statements for further
information.
(j) Primarily reflects debt payments and redemptions, partially offset by debt maturing within one year. See Note 8 to our consolidated
financial statements for further information.
(k) Primarily reflects higher commodity costs and capital expenditures in 2022. See Note 14 to our consolidated financial statements for
further information.
(l) Primarily reflects certain impairments and the capitalization of research and development expenses under the TCJ Act, partially offset by
the deferred tax impacts of our Juice Transaction. See Note 5 to our consolidated financial statements for further information.
(m) Primarily reflects changes related to pension and retiree medical plans. See Note 7 to our consolidated financial statements for further
information.
Material changes in equity line items are discussed in our consolidated statement of equity and notes 7 and
11 to our consolidated financial statements.
53
Return on Invested Capital
ROIC is a non-GAAP financial measure. For further information on ROIC, see “Non-GAAP Measures.”
Net income attributable to PepsiCo
Interest expense
Tax on interest expense
Average debt obligations (a)
Average common shareholders’ equity (b)
Average invested capital
2022
2021
$ 8,910
$
7,618
1,119
(248)
1,988
(441)
$ 9,781
$
9,165
$ 39,595
$ 42,341
17,785
14,924
$ 57,380
$ 57,265
ROIC, non-GAAP measure
17.0 %
16.0 %
(a)
(b)
Includes a quarterly average of short-term and long-term debt obligations.
Includes a quarterly average of common stock, capital in excess of par value, retained earnings, accumulated other comprehensive loss
and repurchased common stock.
The table below reconciles ROIC as calculated above to net ROIC, excluding items affecting
comparability.
ROIC, non-GAAP measure
Impact of:
Average cash, cash equivalents and short-term investments
Interest income
Tax on interest income
Mark-to-market net impact
Restructuring and impairment charges
Acquisition and divestiture-related charges
Gain associated with the Juice Transaction
Impairment and other charges
Pension and retiree medical-related impact
Charge related to cash tender offers
Tax benefit related to the IRS audit
Tax expense related to the TCJ Act
Core Net ROIC, non-GAAP measure
2022
17.0 %
2021
16.0 %
2.1
(0.3)
0.1
0.1
0.3
0.1
(3.3)
3.7
0.3
(0.2)
(0.4)
0.1
19.6 %
2.2
(0.2)
—
0.1
0.2
(0.1)
—
—
(0.1)
—
—
0.3
18.4 %
OUR CRITICAL ACCOUNTING POLICIES AND ESTIMATES
An appreciation of our critical accounting policies and estimates is necessary to understand our financial
results. These policies may require management to make difficult and subjective judgments regarding
uncertainties, including the business and economic uncertainty resulting from the Russia-Ukraine conflict
and the high interest rate and inflationary cost environment, and as a result, such estimates may
significantly impact our financial results. The precision of these estimates and the likelihood of future
changes depend on a number of underlying variables and a range of possible outcomes. We applied our
critical accounting policies and estimation methods consistently in all material respects and for all periods
presented. We have discussed our critical accounting policies and estimates with our Audit Committee.
54
Our critical accounting policies and estimates are:
•
•
•
•
revenue recognition;
goodwill and other intangible assets;
income tax expense and accruals; and
pension and retiree medical plans.
Revenue Recognition
We recognize revenue when our performance obligation is satisfied. Our primary performance obligation
(the distribution and sales of beverage and convenient food products) is satisfied upon the shipment or
delivery of products to our customers, which is also when control is transferred. The transfer of control of
products to our customers is typically based on written sales terms that do not allow for a right of return.
However, our policy for DSD, including certain chilled products, is to remove and replace damaged and
out-of-date products from store shelves to ensure that consumers receive the product quality and freshness
they expect. Similarly, our policy for certain warehouse-distributed products is to replace damaged and
out-of-date products. As a result, we record reserves, based on estimates, for anticipated damaged and out-
of-date products.
Our products are sold for cash or on credit terms. Our credit terms, which are established in accordance
with local and industry practices, typically require payment within 30 days of delivery in the United
States, and generally within 30 to 90 days internationally, and may allow discounts for early payment.
We estimate and reserve for our expected credit loss exposure based on our experience with past due
accounts and collectibility, write-off history, the aging of accounts receivable, our analysis of customer
data, and forward-looking information (including the expected impact of a high interest rate and
inflationary cost environment), leveraging estimates of creditworthiness and projections of default and
recovery rates for certain of our customers.
Our policy is to provide customers with product when needed. In fact, our commitment to freshness and
product dating serves to regulate the quantity of product shipped or delivered. In addition, DSD products
are placed on the shelf by our employees with customer shelf space and storerooms limiting the quantity
of product. For product delivered through other distribution networks, we monitor customer inventory
levels.
As discussed in “Our Customers” in “Item 1. Business,” we offer sales incentives and discounts through
various programs to customers and consumers. Total marketplace spending includes sales incentives,
discounts, advertising and other marketing activities. Sales incentives and discounts are primarily
accounted for as a reduction of revenue and include payments to customers for performing activities on
our behalf, such as payments for in-store displays, payments to gain distribution of new products,
payments for shelf space and discounts to promote lower retail prices. Sales incentives and discounts also
include support provided to our independent bottlers through funding of advertising and other marketing
activities.
A number of our sales incentives, such as bottler funding to independent bottlers and customer volume
rebates, are based on annual targets, and accruals are established during the year, as products are
delivered, for the expected payout, which may occur after year-end once reconciled and settled. These
accruals are based on contract terms and our historical experience with similar programs and require
management judgment with respect to estimating customer and consumer participation and performance
levels. Differences between estimated expense and actual incentive costs are normally insignificant and
are recognized in earnings in the period such differences are determined. In addition, certain advertising
and marketing costs are also based on annual targets and recognized during the year as incurred.
55
See Note 2 to our consolidated financial statements for further information on our revenue recognition and
related policies, including total marketplace spending.
Goodwill and Other Intangible Assets
We sell products under a number of brand names, many of which were developed by us. Brand
development costs are expensed as incurred. We also purchase brands and other intangible assets in
acquisitions. In a business combination, the consideration is first assigned to identifiable assets and
liabilities, including brands and other intangible assets, based on estimated fair values, with any excess
recorded as goodwill. Determining fair value requires significant estimates and assumptions, including
those related to the Russia-Ukraine conflict and a high interest rate and inflationary cost environment,
based on an evaluation of a number of factors, such as marketplace participants, product life cycles,
market share, consumer awareness, brand history and future expansion expectations, amount and timing of
future cash flows and the discount rate applied to the cash flows.
We believe that a brand has an indefinite life if it has a history of strong revenue and cash flow
performance and we have the intent and ability to support the brand with marketplace spending for the
foreseeable future. If these indefinite-lived brand criteria are not met, brands are amortized over their
expected useful lives, which generally range from 20 to 40 years. Determining the expected life of a brand
requires management judgment and is based on an evaluation of a number of factors, including market
share, consumer awareness, brand history, future expansion expectations and regulatory restrictions, as
well as the macroeconomic environment of the countries in which the brand is sold.
In connection with previous acquisitions, we reacquired certain franchise rights which provided the
exclusive and perpetual rights to manufacture and/or distribute beverages for sale in specified territories.
In determining the useful life of these franchise rights, many factors were considered, including the pre-
existing perpetual bottling arrangements, the indefinite period expected for these franchise rights to
contribute to our future cash flows, as well as the lack of any factors that would limit the useful life of
these franchise rights to us, including legal, regulatory, contractual, competitive, economic or other
factors. Therefore, certain of these franchise rights are considered as indefinite-lived. Franchise rights that
are not considered indefinite-lived are amortized over the remaining contractual period of the contract in
which the right was granted.
Indefinite-lived intangible assets and goodwill are not amortized and, as a result, are assessed for
impairment at least annually, using either a qualitative or quantitative approach. We perform this annual
assessment during our third quarter, or more frequently if circumstances indicate that the carrying value
may not be recoverable. Where we use the qualitative assessment, first we determine if, based on
qualitative factors, it is more likely than not that an impairment exists. Factors considered include
macroeconomic conditions (including those related to the Russia-Ukraine conflict and a high interest rate
and inflationary cost environment), industry and competitive conditions, legal and regulatory environment,
historical financial performance and significant changes in the brand or reporting unit. If the qualitative
assessment indicates that it is more likely than not that an impairment exists, then a quantitative
assessment is performed.
In the quantitative assessment for indefinite-lived intangible assets and goodwill, an assessment is
performed to determine the fair value of the indefinite-lived intangible asset and the reporting unit,
respectively. Estimated fair value is determined using discounted cash flows and requires an analysis of
several estimates including future cash flows or income consistent with management’s strategic business
plans, annual sales growth rates, perpetuity growth assumptions and the selection of assumptions
underlying a discount rate (weighted-average cost of capital) based on market data available at the time.
Significant management judgment is necessary to estimate the impact of competitive operating,
macroeconomic and other factors (including those related to the Russia-Ukraine conflict and a high
56
interest rate and inflationary cost environment) to estimate future levels of sales, operating profit or cash
flows. All assumptions used in our impairment evaluations for indefinite-lived intangible assets and
goodwill, such as forecasted growth rates (including perpetuity growth assumptions) and weighted-
average cost of capital, are based on the best available market information and are consistent with our
internal forecasts and operating plans. A deterioration in these assumptions could adversely impact our
results. These assumptions could be adversely impacted by certain of the risks described in “Item 1A. Risk
Factors” and “Our Business Risks.”
In 2022, we recorded $1.3 billion ($1.1 billion after-tax or $0.78 per share) of indefinite-lived intangible
asset impairment charges related to the SodaStream brand in Europe. As a result, its carrying value as of
December 31, 2022 is equal to its fair value and the brand is at a heightened risk of future impairment if
certain assumptions and estimates were to change. For example, a mutually exclusive 100-basis-point
increase in the discount rate and a 100-basis-point decrease in the perpetuity growth rate used to estimate
the fair value of the SodaStream brand would result in an additional estimated impairment charge of
approximately $0.2 billion and $0.1 billion, respectively. We will continue to monitor the performance of
the SodaStream brand and goodwill, as well as all of our indefinite-lived intangible assets.
Amortizable intangible assets are only evaluated for impairment upon a significant change in the operating
or macroeconomic environment. If an evaluation of the undiscounted future cash flows indicates
impairment, the asset is written down to its estimated fair value, which is based on its discounted future
cash flows.
See Notes 2 and 4 to our consolidated financial statements for further information.
Income Tax Expense and Accruals
Our annual tax rate is based on our income, statutory tax rates and tax structure and transactions, including
transfer pricing arrangements, available to us in the various jurisdictions in which we operate. Significant
judgment is required in determining our annual tax rate and in evaluating our tax positions. We establish
reserves when, despite our belief that our tax return positions are fully supportable, we believe that certain
positions are subject to challenge and that we likely will not succeed. We adjust these reserves, as well as
the related interest, in light of changing facts and circumstances, such as the progress of a tax audit, new
tax laws, relevant court cases or tax authority settlements. See “Item 1A. Risk Factors” for further
discussion.
An estimated annual effective tax rate is applied to our quarterly operating results. In the event there is a
significant or unusual item recognized in our quarterly operating results, the tax attributable to that item is
separately calculated and recorded at the same time as that item. We consider the tax adjustments from the
resolution of prior-year tax matters to be among such items.
Tax law requires items to be included in our tax returns at different times than the items are reflected in
our consolidated financial statements. As a result, our annual tax rate reflected in our consolidated
financial statements is different than that reported in our tax returns (our cash tax rate). Some of these
differences are permanent, such as expenses that are not deductible in our tax return, and some differences
reverse over time, such as depreciation expense. These temporary differences create deferred tax assets
and liabilities. Deferred tax assets generally represent items that can be used as a tax deduction or credit in
our tax returns in future years for which we have already recorded the tax benefit on our consolidated
financial statements. We establish valuation allowances for our deferred tax assets if, based on the
available evidence, it is not more likely than not that some portion or all of the deferred tax assets will be
realized. Deferred tax liabilities generally represent tax expense recognized in our consolidated financial
statements for which payment has been deferred, or expense for which we have already taken a deduction
in our tax return but have not yet recognized as expense in our consolidated financial statements.
57
In 2022, our annual tax rate was 16.1% compared to 21.8% in 2021. See “Other Consolidated Results” for
further information.
See Note 5 to our consolidated financial statements for further information.
Pension and Retiree Medical Plans
Our pension plans cover certain employees in the United States and certain international employees.
Benefits are determined based on either years of service or a combination of years of service and earnings.
Certain U.S. and Canada retirees are also eligible for medical and life insurance benefits (retiree medical)
if they meet age and service requirements. Generally, our share of retiree medical costs is capped at
specified dollar amounts, which vary based upon years of service, with retirees contributing the remainder
of the cost. In addition, we have been phasing out certain subsidies of retiree medical benefits.
See “Items Affecting Comparability” and Note 7 to our consolidated financial statements for information
about changes and settlements within our pension plans.
Our Assumptions
The determination of pension and retiree medical expenses and obligations requires the use of assumptions
to estimate the amount of benefits that employees earn while working, as well as the present value of those
benefits. Annual pension and retiree medical expense amounts are principally based on four components:
(1) the value of benefits earned by employees for working during the year (service cost), (2) the increase
in the projected benefit obligation due to the passage of time (interest cost), and (3) other gains and losses
as discussed in Note 7 to our consolidated financial statements, reduced by (4) the expected return on
assets for our funded plans.
Significant assumptions used to measure our annual pension and retiree medical expenses include:
•
•
•
•
•
certain employee-related demographic factors, such as turnover, retirement age and mortality;
the expected rate of return on assets in our funded plans;
the spot rates along the yield curve used to determine service and interest costs and the present
value of liabilities;
for pension expense, the rate of salary increases for plans where benefits are based on earnings;
and
for retiree medical expense, health care cost trend rates.
Certain assumptions reflect our historical experience and management’s best judgment regarding future
expectations. All actuarial assumptions are reviewed annually, except in the case of an interim
remeasurement due to a significant event such as a curtailment or settlement. Due to the significant
management judgment involved, these assumptions could have a material impact on the measurement of
our pension and retiree medical expenses and obligations.
At each measurement date, the discount rates are based on interest rates for high-quality, long-term
corporate debt securities with maturities comparable to those of our liabilities. Our U.S. obligation and
pension and retiree medical expense is based on the discount rates determined using the Mercer Above
Mean Curve. This curve includes bonds that closely match the timing and amount of our expected benefit
payments and reflects the portfolio of investments we would consider to settle our liabilities.
See Note 7 to our consolidated financial statements for information about the expected rate of return on
plan assets and our plans’ investment strategy. Although we review our expected long-term rates of return
on an annual basis, our asset returns in a given year do not significantly influence our evaluation of long-
term rates of return.
58
The health care trend rate used to determine our retiree medical plans’ obligation and expense is reviewed
annually. Our review is based on our claims experience, information provided by our health plans and
actuaries, and our knowledge of the health care industry. Our review of the trend rate considers factors
such as demographics, plan design, new medical technologies and changes in medical carriers.
Weighted-average assumptions for pension and retiree medical expense are as follows:
Pension
Service cost discount rate (a)
Interest cost discount rate (a)
Expected rate of return on plan assets (a)
Expected rate of salary increases
Retiree medical
Service cost discount rate
Interest cost discount rate
Expected rate of return on plan assets
Current health care cost trend rate
2023
2022
2021
5.5 % 3.2 %
5.4 % 2.9 %
7.0 % 6.3 %
3.3 % 3.1 %
5.4 % 2.8 %
5.3 % 2.1 %
7.1 % 5.7 %
5.5 % 5.8 %
2.6 %
1.9 %
6.2 %
3.1 %
2.3 %
1.6 %
5.4 %
5.5 %
(a) 2022 rates reflect remeasurement of a U.S. qualified defined benefit pension plan in the second quarter of 2022.
In 2022, lump sum distributions exceeded the total of annual service and interest cost and triggered pre-tax
settlement charges for certain U.S defined pension plans. In addition, we expect the recognition of fixed
income losses on plan assets, partially offset by higher discount rates, to increase our pension and retiree
medical expense in 2023.
Sensitivity of Assumptions
A decrease in each of the collective discount rates or in the expected rate of return assumptions would
increase expense for our benefit plans. A 25-basis-point decrease in each of the above discount rates and
expected rate of return assumptions would individually increase 2023 pre-tax pension and retiree medical
expense as follows:
Assumption
Discount rates used in the calculation of expense
Expected rate of return
Funding
Amount
$
$
13
38
We make contributions to pension trusts that provide plan benefits for certain pension plans. These
contributions are made in accordance with applicable tax regulations that provide for current tax
deductions for our contributions and taxation to the employee only upon receipt of plan benefits.
Generally, we do not fund our pension plans when our contributions would not be currently tax deductible.
As our retiree medical plans are not subject to regulatory funding requirements, we generally fund these
plans on a pay-as-you-go basis, although we periodically review available options to make additional
contributions toward these benefits.
We made a discretionary contribution of $125 million to a U.S. qualified defined benefit plan in January
2023 and expect to make an additional $125 million in the third quarter of 2023.
Our pension and retiree medical plan contributions are subject to change as a result of many factors, such
as changes in interest rates, deviations between actual and expected asset returns and changes in tax or
other benefit laws. We regularly evaluate different opportunities to reduce risk and volatility associated
with our pension and retiree medical plans. See Note 7 to our consolidated financial statements for our
past and expected contributions and estimated future benefit payments.
59
Consolidated Statement of Income
PepsiCo, Inc. and Subsidiaries
Fiscal years ended December 31, 2022, December 25, 2021 and December 26, 2020
(in millions except per share amounts)
2022
2021
40,576
45,816
34,459
(3,321)
3,166
11,512
132
(939)
2020
$ 86,392 $ 79,474 $ 70,372
31,797
38,575
28,453
—
42
10,080
117
(1,128)
9,069
1,894
7,175
55
7,120
37,075
42,399
31,237
—
—
11,162
522
(1,863)
9,821
2,142
7,679
61
7,618 $
10,705
1,727
8,978
68
8,910 $
$
$
$
6.45 $
6.42 $
5.51 $
5.49 $
5.14
5.12
1,380
1,387
1,382
1,389
1,385
1,392
Net Revenue
Cost of sales
Gross profit
Selling, general and administrative expenses
Gain associated with the Juice Transaction (see Note 13)
Impairment of intangible assets (see Notes 1 and 4)
Operating Profit
Other pension and retiree medical benefits income
Net interest expense and other
Income before income taxes
Provision for income taxes
Net income
Less: Net income attributable to noncontrolling interests
Net Income Attributable to PepsiCo
Net Income Attributable to PepsiCo per Common Share
Basic
Diluted
Weighted-average common shares outstanding
Basic
Diluted
See accompanying notes to the consolidated financial statements.
60
Consolidated Statement of Comprehensive Income
PepsiCo, Inc. and Subsidiaries
Fiscal years ended December 31, 2022, December 25, 2021 and December 26, 2020
(in millions)
2022
8,978 $
2021
7,679 $
2020
7,175
$
(643)
(158)
389
4
(408)
8,570
(369)
155
770
22
578
8,257
64
8,506 $
61
8,196 $
(650)
7
(532)
(1)
(1,176)
5,999
55
5,944
Net income
Other comprehensive (loss)/income, net of taxes:
Net currency translation adjustment
Net change on cash flow hedges
Net pension and retiree medical adjustments
Other
Comprehensive income
Less: Comprehensive income attributable to
noncontrolling interests
Comprehensive Income Attributable to PepsiCo
$
See accompanying notes to the consolidated financial statements.
61
Consolidated Statement of Cash Flows
PepsiCo, Inc. and Subsidiaries
Fiscal years ended December 31, 2022, December 25, 2021 and December 26, 2020
(in millions)
2022
2021
2020
Operating Activities
Net income
Depreciation and amortization
Gain associated with the Juice Transaction
Impairment and other charges
Operating lease right-of-use asset amortization
Share-based compensation expense
Restructuring and impairment charges
Cash payments for restructuring charges
Acquisition and divestiture-related charges
Cash payments for acquisition and divestiture-related charges
Pension and retiree medical plan expenses
Pension and retiree medical plan contributions
Deferred income taxes and other tax charges and credits
Tax expense related to the TCJ Act
Tax payments related to the TCJ Act
Change in assets and liabilities:
Accounts and notes receivable
Inventories
Prepaid expenses and other current assets
Accounts payable and other current liabilities
Income taxes payable
Other, net
Net Cash Provided by Operating Activities
Investing Activities
Capital spending
Sales of property, plant and equipment
Acquisitions, net of cash acquired, investments in noncontrolled affiliates and
purchases of intangible and other assets
Proceeds associated with the Juice Transaction
Other divestitures, sales of investments in noncontrolled affiliates and other
assets
Short-term investments, by original maturity:
More than three months - purchases
More than three months - maturities
Three months or less, net
Other investing, net
Net Cash Used for Investing Activities
(Continued on following page)
62
$ 8,978 $ 7,679 $ 7,175
2,548
—
—
478
264
289
(255)
255
(131)
408
(562)
361
—
(78)
2,763
(3,321)
3,618
517
343
411
(224)
80
(46)
419
(384)
(873)
86
(309)
2,710
—
—
505
301
247
(256)
(4)
(176)
123
(785)
298
190
(309)
(1,763)
(1,142)
118
1,842
57
(359)
(651)
(582)
159
1,762
30
375
11,616
(420)
(516)
26
766
(159)
164
10,613
10,811
(5,207)
251
(4,625)
166
(4,240)
55
(873)
3,456
(61)
—
(6,372)
—
49
169
6
(291)
150
24
11
(2,430)
—
1,135
(1,135)
—
27
40
(3,269) (11,619)
(58)
5
Consolidated Statement of Cash Flows (continued)
PepsiCo, Inc. and Subsidiaries
Fiscal years ended December 31, 2022, December 25, 2021 and December 26, 2020
(in millions)
2022
2021
2020
$ 3,377 $ 4,122 $ 13,809
(1,830)
(1,100)
(3,455)
(4,844)
(2,458)
(1,716)
1,969
(1,951)
(31)
—
(6,172)
(1,500)
138
8
(397)
434
(773)
(5,815)
(106)
185
4,077
(3,554)
(109)
—
(5,509)
(2,000)
179
(107)
(72)
(92)
(47)
(8,523) (10,780)
(96)
(48)
3,819
(465)
(114)
(129)
(607)
5,707
2,684
5,570
$ 5,100 $ 5,707 $ 8,254
(2,547)
8,254
Financing Activities
Proceeds from issuances of long-term debt
Payments of long-term debt
Debt redemptions/cash tender offers
Short-term borrowings, by original maturity:
More than three months - proceeds
More than three months - payments
Three months or less, net
Payments of acquisition-related contingent consideration
Cash dividends paid
Share repurchases - common
Proceeds from exercises of stock options
Withholding tax payments on restricted stock units (RSUs) and performance
stock units (PSUs) converted
Other financing
Net Cash (Used for)/Provided by Financing Activities
Effect of exchange rate changes on cash and cash equivalents and restricted
cash
Net (Decrease)/Increase in Cash and Cash Equivalents and Restricted
Cash
Cash and Cash Equivalents and Restricted Cash, Beginning of Year
Cash and Cash Equivalents and Restricted Cash, End of Year
See accompanying notes to the consolidated financial statements.
63
Consolidated Balance Sheet
PepsiCo, Inc. and Subsidiaries
December 31, 2022 and December 25, 2021
(in millions except per share amounts)
ASSETS
Current Assets
Cash and cash equivalents
Short-term investments
Accounts and notes receivable, net
Inventories
Prepaid expenses and other current assets
Assets held for sale
Total Current Assets
Property, Plant and Equipment, net
Amortizable Intangible Assets, net
Goodwill
Other Indefinite-Lived Intangible Assets
Investments in Noncontrolled Affiliates
Deferred Income Taxes
Other Assets
Total Assets
LIABILITIES AND EQUITY
Current Liabilities
Short-term debt obligations
Accounts payable and other current liabilities
Liabilities held for sale
Total Current Liabilities
Long-Term Debt Obligations
Deferred Income Taxes
Other Liabilities
Total Liabilities
Commitments and contingencies
PepsiCo Common Shareholders’ Equity
Common stock, par value 12/3¢ per share (authorized 3,600 shares; issued, net of repurchased
common stock at par value: 1,377 and 1,383 shares, respectively)
Capital in excess of par value
Retained earnings
Accumulated other comprehensive loss
Repurchased common stock, in excess of par value (490 and 484 shares, respectively)
Total PepsiCo Common Shareholders’ Equity
Noncontrolling interests
Total Equity
Total Liabilities and Equity
See accompanying notes to the consolidated financial statements.
64
2022
2021
$
$
$
4,954
394
10,163
5,222
806
—
21,539
24,291
1,277
18,202
14,309
3,073
4,204
5,292
92,187
3,414
23,371
—
26,785
35,657
4,133
8,339
74,914
5,596
392
8,680
4,347
980
1,788
21,783
22,407
1,538
18,381
17,127
2,350
4,310
4,481
92,377
4,308
21,159
753
26,220
36,026
4,826
9,154
76,226
23
4,134
67,800
(15,302)
(39,506)
17,149
124
17,273
92,187
$
23
4,001
65,165
(14,898)
(38,248)
16,043
108
16,151
92,377
$
$
$
$
Consolidated Statement of Equity
PepsiCo, Inc. and Subsidiaries
Fiscal years ended December 31, 2022, December 25, 2021 and December 26, 2020
(in millions except per share amounts)
Common Stock
Balance, beginning of year
Change in repurchased common stock
Balance, end of year
Capital in Excess of Par Value
Balance, beginning of year
Share-based compensation expense
Stock option exercises, RSUs and PSUs
converted
Withholding tax on RSUs and PSUs
converted
Other
Balance, end of year
Retained Earnings
Balance, beginning of year
Cumulative effect of accounting changes
Net income attributable to PepsiCo
Cash dividends declared - common (a)
Balance, end of year
Accumulated Other Comprehensive Loss
Balance, beginning of year
Other comprehensive (loss)/income
attributable to PepsiCo
Balance, end of year
Repurchased Common Stock
Balance, beginning of year
Share repurchases
Stock option exercises, RSUs and PSUs
converted
Other
Balance, end of year
Total PepsiCo Common Shareholders’ Equity
Noncontrolling Interests
Balance, beginning of year
Net income attributable to noncontrolling
interests
Distributions to noncontrolling interests
Acquisitions
Other, net
Balance, end of year
Total Equity
2022
2021
2020
Shares
Amount
Shares
Amount
Shares
Amount
1,383 $
(6)
1,377
23
—
23
1,380 $
3
1,383
23
—
23
1,391 $
(11)
1,380
23
—
23
4,001
346
(102)
(107)
(4)
4,134
65,165
—
8,910
(6,275)
67,800
(14,898)
(404)
(15,302)
3,910
302
(118)
(92)
(1)
4,001
63,443
—
7,618
(5,896)
65,165
(15,476)
578
(14,898)
3,886
263
(143)
(96)
—
3,910
61,946
(34)
7,120
(5,589)
63,443
(14,300)
(1,176)
(15,476)
(484)
(9)
(38,248)
(1,500)
(487)
(1)
(38,446)
(106)
(476)
(15)
(36,769)
(2,000)
3
—
(490)
240
2
(39,506)
17,149
4
—
(484)
303
1
(38,248)
16,043
4
—
(487)
322
1
(38,446)
13,454
108
98
82
68
(69)
21
(4)
124
$ 17,273
61
(49)
—
(2)
108
$ 16,151
55
(44)
5
—
98
$ 13,552
(a) Cash dividends declared per common share were $4.5250, $4.2475 and $4.0225 for 2022, 2021 and 2020, respectively.
See accompanying notes to the consolidated financial statements.
65
Notes to Consolidated Financial Statements
Note 1 — Basis of Presentation and Our Divisions
Basis of Presentation
The accompanying consolidated financial statements have been prepared in accordance with GAAP and
include the consolidated accounts of PepsiCo, Inc. and the affiliates that we control. In addition, we
include our share of the results of certain other affiliates using the equity method based on our economic
ownership interest, our ability to exercise significant influence over the operating or financial decisions of
these affiliates or our ability to direct their economic resources. We do not control these other affiliates, as
our ownership in these other affiliates is generally 50% or less. Intercompany balances and transactions
are eliminated. As a result of exchange restrictions and other operating restrictions, we do not have control
over our Venezuelan subsidiaries. As such, our Venezuelan subsidiaries are not included within our
consolidated financial results for any period presented.
Raw materials, direct labor and plant overhead, as well as purchasing and receiving costs, costs directly
related to production planning, inspection costs and raw materials handling facilities, are included in cost
of sales. The costs of moving, storing and delivering finished product, including merchandising activities,
are included in selling, general and administrative expenses.
The preparation of our consolidated financial statements requires us to make estimates and assumptions
that affect reported amounts of assets, liabilities, revenues, expenses and disclosure of contingent assets
and liabilities. Estimates are used in determining, among other items, sales incentives accruals, tax
reserves, share-based compensation, pension and retiree medical accruals, amounts and useful lives for
intangible assets and future cash flows associated with impairment testing for indefinite-lived intangible
assets, goodwill and other long-lived assets. We evaluate our estimates on an ongoing basis using our
historical experience, as well as other factors we believe appropriate under the circumstances, such as
current economic conditions, and adjust or revise our estimates as circumstances change. Additionally, the
business and economic uncertainty resulting from the Russia-Ukraine conflict and the high interest rate
and inflationary cost environment has made such estimates and assumptions more difficult to calculate. As
future events and their effect cannot be determined with precision, actual results could differ significantly
from those estimates.
Our fiscal year ends on the last Saturday of each December, resulting in a 53rd reporting week every five
or six years, including in our 2022 financial results. While our North America financial results are
reported on a weekly calendar basis, substantially all of our international operations reported on a monthly
calendar basis prior to the fourth quarter of 2021. Beginning in the fourth quarter of 2021, all of our
international operations reported on a monthly calendar basis. This change did not have a material impact
on our consolidated financial statements. The following chart details our quarterly reporting schedule for
2022, reflecting the additional week in the fourth quarter:
Quarter
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
United States and Canada
12 weeks
12 weeks
12 weeks
17 weeks
International
January, February
March, April and May
June, July and August
September, October, November and December
Unless otherwise noted, tabular dollars are in millions, except per share amounts. All per share amounts
reflect common per share amounts, assume dilution unless otherwise noted, and are based on unrounded
amounts. Certain reclassifications were made to the prior year’s consolidated financial statements to
conform to the current year presentation.
66
Our Divisions
We are organized into seven reportable segments (also referred to as divisions), as follows:
1) Frito-Lay North America (FLNA), which includes our branded convenient food businesses in the
United States and Canada;
2) Quaker Foods North America (QFNA), which includes our branded convenient food businesses,
such as cereal, rice, pasta and other branded food, in the United States and Canada;
3) PepsiCo Beverages North America (PBNA), which includes our beverage businesses in the United
States and Canada;
4) Latin America (LatAm), which includes all of our beverage and convenient food businesses in
Latin America;
5) Europe, which includes all of our beverage and convenient food businesses in Europe;
6) Africa, Middle East and South Asia (AMESA), which includes all of our beverage and convenient
food businesses in Africa, the Middle East and South Asia; and
7) Asia Pacific, Australia, and New Zealand and China region (APAC), which includes all of our
beverage and convenient food businesses in Asia Pacific, Australia and New Zealand, and China
region.
Through our operations, authorized bottlers, contract manufacturers and other third parties, we make,
market, distribute and sell a wide variety of beverages and convenient foods, serving customers and
consumers in more than 200 countries and territories with our largest operations in the United States,
Mexico, Russia, Canada, China, the United Kingdom and South Africa.
The accounting policies for the divisions are the same as those described in Note 2, except for the
following allocation methodologies:
•
•
•
share-based compensation expense;
pension and retiree medical expense; and
derivatives.
Share-Based Compensation Expense
Our divisions are held accountable for share-based compensation expense and, therefore, this expense is
allocated to our divisions as an incremental employee compensation cost.
The allocation of share-based compensation expense of each division is as follows:
FLNA
QFNA
PBNA
LatAm
Europe
AMESA
APAC
Corporate unallocated expenses
2022
13 %
1 %
20 %
6 %
11 %
5 %
3 %
41 %
2021
13 %
1 %
19 %
5 %
13 %
6 %
2 %
41 %
2020
13 %
1 %
18 %
6 %
16 %
6 %
2 %
38 %
The expense allocated to our divisions excludes any impact of changes in our assumptions during the year
which reflect market conditions over which division management has no control. Therefore, any variances
between allocated expense and our actual expense are recognized in corporate unallocated expenses.
67
Pension and Retiree Medical Expense
Pension and retiree medical service costs measured at fixed discount rates are reflected in division results.
The variance between the fixed discount rate used to determine the service cost reflected in division
results and the discount rate as disclosed in Note 7 is reflected in corporate unallocated expenses.
Derivatives
We centrally manage commodity derivatives on behalf of our divisions. These commodity derivatives
include agricultural products, energy and metals. Commodity derivatives that do not qualify for hedge
accounting treatment are marked to market each period with the resulting gains and losses recorded in
corporate unallocated expenses as either cost of sales or selling, general and administrative expenses,
depending on the underlying commodity. These gains and losses are subsequently reflected in division
results when the divisions recognize the cost of the underlying commodity in operating profit. Therefore,
the divisions realize the economic effects of the derivative without experiencing any resulting mark-to-
market volatility, which remains in corporate unallocated expenses. These derivatives hedge underlying
commodity price risk and were not entered into for trading or speculative purposes.
Net Revenue and Operating Profit/(Loss)
Net revenue and operating profit/(loss) of each division are as follows:
FLNA
QFNA
PBNA (b)
LatAm
Europe (b)
AMESA (c)
APAC (c)
Total division
Corporate unallocated expenses
Total
Net Revenue
2021
19,608 $
2,751
25,276
8,108
13,038
6,078
4,615
79,474
—
79,474 $
2022
23,291 $
3,160
26,213
9,779
12,724
6,438
4,787
86,392
—
86,392 $
$
$
2020
18,189
2,742
22,559
6,942
11,922
4,573
3,445
70,372
—
70,372
Operating Profit/(Loss)
2022(a)
6,135 $
604
5,426
1,627
(1,380)
666
537
13,615
(2,103)
11,512 $
$
$
2021
5,633 $
578
2,442
1,369
1,292
858
673
12,845
(1,683)
11,162 $
2020
5,340
669
1,937
1,033
1,353
600
590
11,522
(1,442)
10,080
(a) See below for impairment and other charges taken related to the Russia-Ukraine conflict, brand portfolio impairment and other
(b)
(c)
impairment.
In 2022, we recorded a gain of $3,029 million and $292 million in our PBNA and Europe divisions, respectively, associated with the
Juice Transaction. The total after-tax amount was $2,888 million or $2.08 per share. See Note 13 for further information.
In 2021, the increase in net revenue in our AMESA and APAC divisions reflect our acquisitions of Pioneer Foods and Be & Cheery,
respectively. See Note 13 for further information.
68
Disaggregation of Net Revenue
Our primary performance obligation is the distribution and sales of beverage and convenient food products
to our customers. The following table reflects the approximate percentage of net revenue generated
between our beverage business and our convenient food business for each of our international divisions, as
well as our consolidated net revenue:
LatAm
Europe
AMESA
APAC
PepsiCo
2022
2021
2020
Beverages(a)
10 %
50 %
30 %
25 %
40 %
Convenient
Foods
90 %
50 %
70 %
75 %
60 %
Beverages(a)
10 %
55 %
30 %
20 %
45 %
Convenient
Foods
90 %
45 %
70 %
80 %
55 %
Beverages(a)
10 %
55 %
30 %
25 %
45 %
Convenient
Foods
90 %
45 %
70 %
75 %
55 %
(a) Beverage revenue from company-owned bottlers, which primarily includes our consolidated bottling operations in our PBNA and
Europe divisions, is approximately 35% of our consolidated net revenue in 2022 and approximately 40% of our consolidated net revenue
in 2021 and 2020. Generally, our finished goods beverage operations produce higher net revenue, but lower operating margins as
compared to concentrate sold to authorized bottling partners for the manufacture of finished goods beverages
Impairment and Other Charges
We recognized Russia-Ukraine conflict charges, brand portfolio impairment charges and other impairment
charges as described below.
A summary of pre-tax charges taken in 2022 in our Europe division as a result of the Russia-Ukraine
conflict is as follows:
Russia-Ukraine conflict charges
Selling,
general and
administrative
expenses
Impairment
of intangible
assets(a)
Cost of
sales
Impairment charges related to intangible assets
Impairment charges related to property, plant and equipment
$
Allowance for expected credit losses
Allowance for inventory write downs
Other
Total
After-tax amount
Impact on net income attributable to PepsiCo per common
$
share
— $
103
—
28
9
140 $
— $
22
12
1
42
77 $
1,198 $
—
—
—
—
1,198 $
$
Total
1,198
125
12
29
51
1,415
1,124
$
(0.81)
(a) See Note 4 for further information. For information on our policies for indefinite-lived intangible assets, see Note 2.
69
A summary of pre-tax charges taken in 2022 as a result of our decision to reposition or discontinue the
sale/distribution of certain brands and to sell an investment is as follows:
Brand portfolio impairment charges
Selling,
general and
administrative
expenses
Impairment
of intangible
assets(a)
Cost of
sales
Total
PBNA
$
26 $
8 $
126 $
160 Impairment and other charges
associated with distribution rights
and inventory due to the
termination of Bang energy drinks
distribution agreement
LatAm
Europe
—
1
35
10
36
71 Loss on sale and impairment of
intangible assets related to the
sale of certain non-strategic
brands
242
253 Primarily impairment of
intangible assets related to the
discontinuation or repositioning
of certain juice and dairy brands
in Russia
AMESA
29
121
9
159 Primarily impairment of
investment, property, plant and
equipment and intangible assets
related to the sale or
discontinuation of non-strategic
investment and brands
APAC
5
—
—
5 Impairment of property, plant and
equipment related to the
discontinuation of a non-strategic
brand in China
Total
After-tax amount
Impact on net income attributable
to PepsiCo per common share
$
61 $
174 $
413 $
$
648
522
$
(0.38)
(a) See Note 4 for further information. For information on our policies for indefinite-lived intangible assets, see Note 2.
A summary of pre-tax impairment charges taken in 2022 as a result of our quantitative assessments of
certain of our indefinite-lived intangible assets is as follows:
FLNA
Europe
AMESA
APAC
Total
After-tax amount
Impact on net income attributable to
PepsiCo per common share
Other impairment charges
Impairment of
intangible assets(a)
$
88 Related to a baked fruit convenient food brand
1,264 Related to the SodaStream brand
31 Primarily related to certain juice brands from the Pioneer
Foods acquisition
172 Related to the Be & Cheery brand
$
$
$
1,555
1,301
(0.94)
(a) See Note 4 for further information. For information on our policies for indefinite-lived intangible assets, see Note 2.
70
COVID-19 Charges
Operating profit includes certain pre-tax charges taken as a result of the COVID-19 pandemic related to
incremental employee compensation costs, such as certain leave benefits and labor costs, employee
protection costs, allowances for expected credit losses and upfront payments to customers and their related
adjustments for changes in estimates as conditions improve, inventory write-downs, product returns and
other expenses. These pre-tax charges by division are as follows:
FLNA
QFNA
PBNA (a)
LatAm
Europe
AMESA
APAC
Total
COVID-19 charges
2021
2022
2020
25 $
1
23
15
5
5
21
95 $
56 $
2
(11)
64
21
7
9
148 $
229
15
304
102
88
33
3
774
$
$
(a)
Income amount primarily relates to adjustments for changes in estimates of allowances for expected credit losses and upfront payments
to customers, due to improved projected default rates and lower at-risk balances.
Corporate Unallocated Expenses
Corporate unallocated expenses include costs of our corporate headquarters, centrally managed initiatives
such as commodity derivative gains and losses, foreign exchange transaction gains and losses, our ongoing
business transformation initiatives, unallocated research and development costs, unallocated insurance and
benefit programs, tax-related contingent consideration, certain acquisition and divestiture-related charges,
certain gains and losses on equity investments, as well as certain other items.
Other Division Information
Total assets and capital spending of each division are as follows:
FLNA
QFNA
PBNA
LatAm
Europe
AMESA
APAC
Total division
Corporate (a)
Total
$
Total Assets
2022
11,042 $
1,245
40,286
7,886
16,230
6,143
5,452
88,284
3,903
2021
9,763
1,101
37,801
7,272
18,472
6,125
5,654
86,188
6,189
92,377
Capital Spending
2022
1,464 $
93
1,714
581
668
307
241
5,068
139
5,207 $
2021
1,411 $
92
1,275
461
752
325
203
4,519
106
4,625 $
$
$
2020
1,189
85
1,245
390
730
252
230
4,121
119
4,240
$
92,187 $
(a) Corporate assets consist principally of certain cash and cash equivalents, restricted cash, short-term investments, derivative instruments,
property, plant and equipment, pension plan assets and tax assets. In 2022, the change in assets was primarily due to a decrease in cash
and cash equivalents.
71
Amortization of intangible assets and depreciation and other amortization of each division are as follows:
FLNA
QFNA
PBNA
LatAm
Europe
AMESA
APAC
Total division
Corporate
Total
Amortization of
Intangible Assets
2022
2021
$
$
11 $
—
22
3
30
4
8
78
—
78 $
11 $
—
25
4
37
5
9
91
—
91 $
Depreciation and
Other Amortization
2020
10
—
28
4
40
3
5
90
—
90
$
$
2022
653 $
47
930
306
357
179
92
2,564
121
2,685 $
2021
594 $
46
926
283
364
181
102
2,496
123
2,619 $
2020
550
41
899
251
350
149
91
2,331
127
2,458
Net revenue and long-lived assets by country are as follows:
United States
Mexico
Russia
Canada
China (b)
United Kingdom
South Africa (c)
All other countries
Total
Net Revenue
2021
44,545 $
4,580
3,426
3,405
2,679
2,102
2,008
16,729
79,474 $
2022
49,390 $
5,472
4,118
3,536
2,752
1,844
1,837
17,443
86,392 $
$
$
2020
40,800
3,924
3,009
2,989
1,732
1,882
1,282
14,754
70,372
$
$
Long-Lived Assets(a)
2022
38,240 $
1,933
2,538
2,678
1,517
847
1,327
12,885
61,965 $
2021
36,324
1,720
3,751
2,846
1,745
906
1,389
13,399
62,080
(a) Long-lived assets represent property, plant and equipment, indefinite-lived intangible assets, amortizable intangible assets, investments
in noncontrolled affiliates and other investments included in other assets. See Notes 2 and 14 for further information on property, plant
and equipment. See Notes 2 and 4 for further information on goodwill and other intangible assets. See Note 14 for further information on
other assets. Investments in noncontrolled affiliates are evaluated for impairment upon a significant change in the operating or
macroeconomic environment. These assets are reported in the country where they are primarily used.
In 2021, the increase in net revenue reflects our acquisition of Be & Cheery. See Note 13 for further information.
In 2021, the increase in net revenue reflects our acquisition of Pioneer Foods. See Note 13 for further information.
(b)
(c)
Note 2 — Our Significant Accounting Policies
Revenue Recognition
We recognize revenue when our performance obligation is satisfied. Our primary performance obligation
(the distribution and sales of beverage and convenient food products) is satisfied upon the shipment or
delivery of products to our customers, which is also when control is transferred. Merchandising activities
are performed after a customer obtains control of the product, are accounted for as fulfillment of our
performance obligation to ship or deliver product to our customers and are recorded in selling, general and
administrative expenses. Merchandising activities are immaterial in the context of our contracts. In
addition, we exclude from net revenue all sales, use, value-added and certain excise taxes assessed by
government authorities on revenue producing transactions.
The transfer of control of products to our customers is typically based on written sales terms that do not
allow for a right of return. However, our policy for DSD, including certain chilled products, is to remove
and replace damaged and out-of-date products from store shelves to ensure that consumers receive the
product quality and freshness they expect. Similarly, our policy for certain warehouse-distributed products
72
is to replace damaged and out-of-date products. As a result, we record reserves, based on estimates, for
anticipated damaged and out-of-date products.
Our products are sold for cash or on credit terms. Our credit terms, which are established in accordance
with local and industry practices, typically require payment within 30 days of delivery in the United
States, and generally within 30 to 90 days internationally, and may allow discounts for early payment.
We estimate and reserve for our expected credit loss exposure based on our experience with past due
accounts and collectibility, write-off history, the aging of accounts receivable, our analysis of customer
data, and forward-looking information (including the expected impact of a high interest rate and
inflationary cost environment), leveraging estimates of creditworthiness and projections of default and
recovery rates for certain of our customers.
We are exposed to concentration of credit risk from our major customers, including Walmart. We have not
experienced credit issues with these customers. In 2022, sales to Walmart and its affiliates (including
Sam’s) represented approximately 14% of our consolidated net revenue, including concentrate sales to our
independent bottlers, which were used in finished goods sold by them to Walmart.
Total Marketplace Spending
We offer sales incentives and discounts through various programs to customers and consumers. Total
marketplace spending includes sales incentives, discounts, advertising and other marketing activities.
Sales incentives and discounts are primarily accounted for as a reduction of revenue and include payments
to customers for performing activities on our behalf, such as payments for in-store displays, payments to
gain distribution of new products, payments for shelf space and discounts to promote lower retail prices.
Sales incentives and discounts also include support provided to our independent bottlers through funding
of advertising and other marketing activities.
A number of our sales incentives, such as bottler funding to independent bottlers and customer volume
rebates, are based on annual targets, and accruals are established during the year, as products are
delivered, for the expected payout, which may occur after year-end once reconciled and settled. These
accruals are based on contract terms and our historical experience with similar programs and require
management judgment with respect to estimating customer and consumer participation and performance
levels. Differences between estimated expense and actual incentive costs are normally insignificant and
are recognized in earnings in the period such differences are determined. In addition, certain advertising
and marketing costs are also based on annual targets and recognized during the year as incurred.
The terms of most of our incentive arrangements do not exceed one year and, therefore, do not require
highly uncertain long-term estimates. Certain arrangements, such as fountain pouring rights, may extend
beyond one year. Upfront payments to customers under these arrangements are recognized over the
shorter of the economic or contractual life, primarily as a reduction of revenue, and the remaining balances
of $242 million as of December 31, 2022 and $262 million as of December 25, 2021 are included in
prepaid expenses and other current assets and other assets on our balance sheet.
For interim reporting, our policy is to allocate our forecasted full-year sales incentives for most of our
programs to each of our interim reporting periods in the same year that benefits from the programs. The
allocation methodology is based on our forecasted sales incentives for the full year and the proportion of
each interim period’s actual gross revenue or volume, as applicable, to our forecasted annual gross
revenue or volume, as applicable. Based on our review of the forecasts at each interim period, any changes
in estimates and the related allocation of sales incentives are recognized beginning in the interim period
that they are identified. In addition, we apply a similar allocation methodology for interim reporting
purposes for certain advertising and other marketing activities. Our annual consolidated financial
statements are not impacted by this interim allocation methodology.
73
Advertising and other marketing activities, reported as selling, general and administrative expenses,
totaled $5.2 billion in 2022, $5.1 billion in 2021 and $4.6 billion in 2020, including advertising expenses
of $3.5 billion in both 2022 and 2021, and $3.0 billion in 2020. Deferred advertising costs are not
expensed until the year first used and consist of:
• media and personal service prepayments;
•
•
promotional materials in inventory; and
production costs of future media advertising.
Deferred advertising costs of $40 million and $53 million as of December 31, 2022 and December 25,
2021, respectively, are classified as prepaid expenses and other current assets on our balance sheet.
Distribution Costs
Distribution costs, including the costs of shipping and handling activities, which include certain
merchandising activities, are reported as selling, general and administrative expenses. Shipping and
handling expenses were $15.0 billion in 2022, $13.7 billion in 2021 and $11.9 billion in 2020.
Software Costs
We capitalize certain computer software and software development costs incurred in connection with
developing or obtaining computer software for internal use when both the preliminary project stage is
completed and it is probable that the software will be used as intended. Capitalized software costs include
(1) external direct costs of materials and services utilized in developing or obtaining computer software,
(2) compensation and related benefits for employees who are directly associated with the software projects
and (3) interest costs incurred while developing internal-use computer software. Capitalized software costs
are included in property, plant and equipment on our balance sheet and amortized on a straight-line basis
when placed into service over the estimated useful lives of the software, which approximate five to 10
years. Software amortization totaled $123 million in 2022, $135 million in 2021 and $152 million in 2020.
Net capitalized software and development costs were $1.1 billion and $0.8 billion as of December 31,
2022 and December 25, 2021, respectively.
Commitments and Contingencies
We are subject to various claims and contingencies related to lawsuits, certain taxes and environmental
matters, as well as commitments under contractual and other commercial obligations. We recognize
liabilities for contingencies and commitments when a loss is probable and estimable.
Research and Development
We engage in a variety of research and development activities and continue to invest to accelerate growth
and to drive innovation globally. Consumer research is excluded from research and development costs and
included in other marketing costs. Research and development costs were $771 million, $752 million and
$719 million in 2022, 2021 and 2020, respectively, and are reported within selling, general and
administrative expenses.
Goodwill and Other Intangible Assets
Indefinite-lived intangible assets and goodwill are not amortized and, as a result, are assessed for
impairment at least annually, using either a qualitative or quantitative approach. We perform this annual
assessment during our third quarter, or more frequently if circumstances indicate that the carrying value
may not be recoverable. Where we use the qualitative assessment, first we determine if, based on
qualitative factors, it is more likely than not that an impairment exists. Factors considered include
macroeconomic conditions (including those related to the Russia-Ukraine conflict and a high interest rate
and inflationary cost environment), industry and competitive conditions, legal and regulatory environment,
74
historical financial performance and significant changes in the brand or reporting unit. If the qualitative
assessment indicates that it is more likely than not that an impairment exists, then a quantitative
assessment is performed.
In the quantitative assessment for indefinite-lived intangible assets and goodwill, an assessment is
performed to determine the fair value of the indefinite-lived intangible asset and the reporting unit,
respectively. Estimated fair value is determined using discounted cash flows and requires an analysis of
several estimates including future cash flows or income consistent with management’s strategic business
plans, annual sales growth rates, perpetuity growth assumptions and the selection of assumptions
underlying a discount rate (weighted-average cost of capital) based on market data available at the time.
Significant management judgment is necessary to estimate the impact of competitive operating,
macroeconomic and other factors (including those related to the Russia-Ukraine conflict and a high
interest rate and inflationary cost environment) to estimate future levels of sales, operating profit or cash
flows. All assumptions used in our impairment evaluations for indefinite-lived intangible assets and
goodwill, such as forecasted growth rates (including perpetuity growth assumptions) and weighted-
average cost of capital, are based on the best available market information and are consistent with our
internal forecasts and operating plans. A deterioration in these assumptions could adversely impact our
results.
Amortizable intangible assets are only evaluated for impairment upon a significant change in the operating
or macroeconomic environment. If an evaluation of the undiscounted future cash flows indicates
impairment, the asset is written down to its estimated fair value, which is based on its discounted future
cash flows.
See Note 4 for further information.
Other Significant Accounting Policies
Our other significant accounting policies are disclosed as follows:
• Basis of Presentation – Note 1 includes a description of our policies regarding use of estimates,
basis of presentation and consolidation.
Income Taxes – Note 5.
Share-Based Compensation – Note 6.
•
•
• Pension, Retiree Medical and Savings Plans – Note 7.
• Financial Instruments – Note 9.
• Cash Equivalents – Cash equivalents are highly liquid investments with original maturities of three
•
months or less.
Inventories – Note 14. Inventories are valued at the lower of cost or net realizable value. Cost is
determined using the average; first-in, first-out (FIFO); or, in limited instances, last-in, first-out
(LIFO) methods.
•
• Property, Plant and Equipment – Note 14. Property, plant and equipment is recorded at historical
cost. Depreciation is recognized on a straight-line basis over an asset’s estimated useful life.
Construction in progress is not depreciated until ready for service.
Translation of Financial Statements of Foreign Subsidiaries – Financial statements of foreign
subsidiaries are translated into U.S. dollars using period-end exchange rates for assets and
liabilities and average exchange rates for revenues and expenses. Adjustments resulting from
translating net assets are reported as a separate component of accumulated other comprehensive
loss within common shareholders’ equity as currency translation adjustment.
75
Recently Issued Accounting Pronouncements - Not Yet Adopted
In September 2022, the Financial Accounting Standards Board (FASB) issued guidance to enhance the
transparency of supplier finance programs to allow financial statement users to understand the effect on
working capital, liquidity and cash flows. The new guidance requires disclosure of key terms of the
program, including a description of the payment terms, payment timing and assets pledged as security or
other forms of guarantees provided to the finance provider or intermediary. Other requirements include the
disclosure of the amount that remains unpaid as of the end of the reporting period, a description of where
these obligations are presented in the balance sheet and a rollforward of the obligation during the annual
period. The guidance is effective in the first quarter of 2023, except for the rollforward, which is effective
in 2024. Early adoption is permitted. We will adopt the guidance when effective.
Note 3 — Restructuring and Impairment Charges
2019 Multi-Year Productivity Plan
We publicly announced a multi-year productivity plan on February 15, 2019 (2019 Productivity Plan) that
will leverage new technology and business models to further simplify, harmonize and automate processes;
re-engineer our go-to-market and information systems, including deploying the right automation for each
market; and simplify our organization and optimize our manufacturing and supply chain footprint. To
build on the successful implementation of the 2019 Productivity Plan, in the fourth quarter of 2022, we
expanded and extended the plan through the end of 2028 to take advantage of additional opportunities
within the initiatives described above. As a result, we expect to incur pre-tax charges of approximately
$3.65 billion, including cash expenditures of approximately $2.9 billion. These pre-tax charges are
expected to consist of approximately 55% of severance and other employee-related costs, 10% for asset
impairments (all non-cash) resulting from plant closures and related actions and 35% for other costs
associated with the implementation of our initiatives.
The total plan pre-tax charges are expected to be incurred by division approximately as follows:
Expected pre-tax charges
15 %
1 %
25 %
10 %
25 %
5 %
4 %
15 %
FLNA
QFNA
PBNA
LatAm
Europe
AMESA
APAC
Corporate
A summary of our 2019 Productivity Plan charges is as follows:
Cost of sales
Selling, general and administrative expenses
Other pension and retiree medical benefits expense
Total restructuring and impairment charges
After-tax amount
Impact on net income attributable to PepsiCo per
common share
$
$
$
$
2022
33 $
347
31
411 $
334 $
2021
29 $
208
10
247 $
206 $
2020
30
239
20
289
231
(0.24) $
(0.15) $
(0.17)
76
2022
2021
2020
FLNA
QFNA
PBNA
LatAm
Europe
AMESA
APAC
Corporate
Other pension and retiree medical
benefits income
Total
$
$
46 $
7
68
32
109
12
16
90
380
31
411 $
28 $
—
20
37
81
15
7
49
237
10
247 $
Severance and other employee costs
Asset impairments
Other costs
Total
Plan to Date
through 12/31/2022
210
19
226
171
343
82
77
229
1,357
83 $
5
47
31
48
14
5
36
269
20
289 $
98
1,455
Plan to Date
through 12/31/2022
$
$
807
190
458
1,455
Severance and other employee costs primarily include severance and other termination benefits, as well as
voluntary separation arrangements. Other costs primarily include costs associated with the implementation
of our initiatives, including contract termination costs, consulting and other professional fees.
A summary of our 2019 Productivity Plan is as follows:
Severance
and Other
Employee Costs
Asset
Impairments
Other Costs
Total
Liability as of December 28, 2019
$
2020 restructuring charges
Cash payments (a)
Non-cash charges and translation
Liability as of December 26, 2020
2021 restructuring charges
Cash payments (a)
Non-cash charges and translation
Liability as of December 25, 2021
2022 restructuring charges
Cash payments (a)
Non-cash charges and translation
Liability as of December 31, 2022
$
128 $
158
(138)
(26)
122
120
(163)
(15)
64
243
(90)
(29)
188 $
— $
33
—
(33)
—
32
—
(32)
—
33
—
(33)
— $
21 $
98
(117)
3
5
95
(93)
—
7
135
(134)
—
8 $
149
289
(255)
(56)
127
247
(256)
(47)
71
411
(224)
(62)
196
(a) Excludes cash expenditures of $1 million in 2022 and $2 million in both 2021 and 2020, reported in the cash flow statement in pension
and retiree medical plan contributions.
Substantially all of the restructuring accrual at December 31, 2022 is expected to be paid by the end of
2023.
Other Productivity Initiatives
There were no material charges related to other productivity and efficiency initiatives outside the scope of
the 2019 Productivity Plan.
77
We regularly evaluate different productivity initiatives beyond the productivity plan and other initiatives
described above.
For information on additional impairment charges, see Notes 1 and 4 for brand portfolio impairment
charges, other impairment charges and Russia-Ukraine conflict charges.
Note 4 — Intangible Assets
A summary of our amortizable intangible assets is as follows:
Acquired franchise rights (a)
Customer relationships
Brands
Other identifiable intangibles
Total
Amortization expense
2022
2021
2020
Average
Useful Life
(Years)
Gross
Accumulated
Amortization
Net
Gross
Accumulated
Amortization
Net
56 – 60
$
837 $
(200) $
637 $ 976 $
(187) $
10 – 24
571
20 – 40
1,097
10 – 24
447
(237)
(973)
(265)
334
623
124
1,151
182
451
(227)
(989)
(260)
789
396
162
191
$ 2,952 $
(1,675) $ 1,277 $ 3,201 $
(1,663) $ 1,538
$
78
$
91 $
90
(a) Decrease is primarily due to the write-off of our distribution rights for Bang energy drinks. See Note 1 for further information.
Amortization is recognized on a straight-line basis over an intangible asset’s estimated useful life.
Amortization of intangible assets for each of the next five years, based on existing intangible assets as of
December 31, 2022 and using average 2022 foreign exchange rates, is expected to be as follows:
Five-year projected amortization
$
77
$
76
$
74
$
67
$
2023
2024
2025
2026
2027
64
Depreciable and amortizable assets are evaluated for impairment upon a significant change in the
operating or macroeconomic environment. In these circumstances, if an evaluation of the undiscounted
cash flows indicates impairment, the asset is written down to its estimated fair value, which is based on
discounted future cash flows. Useful lives are periodically evaluated to determine whether events or
circumstances have occurred which indicate the need for revision.
Indefinite-Lived Intangible Assets
In the first quarter of 2022, we discontinued or repositioned certain juice and dairy brands in Russia in our
Europe division. As a result, we recognized pre-tax impairment charges (included in brand portfolio
impairment charges) of $241 million ($193 million after-tax or $0.14 per share) in impairment of
intangible assets, primarily related to indefinite-lived intangible assets in the year ended December 31,
2022. See Note 1 for further information.
78
In the second quarter of 2022, macroeconomic factors, sanctions and other regulations as a result of the
Russia-Ukraine conflict indicated a material deterioration of the significant inputs used to determine the
fair value of our indefinite-lived intangible assets in Russia, primarily assumptions underlying the
weighted-average cost of capital. These factors required us to perform a quantitative assessment, despite
the absence of a material adverse impact on these assets’ financial performance (e.g., sales, operating
profit, cash flows). The fair value of our indefinite-lived intangible assets in Russia was estimated using
discounted cash flows under the income approach, which we consider to be a Level 3 measurement. We
determined that the carrying value exceeds the fair value, with the decrease in the fair value primarily
attributable to a significant increase in the weighted-average cost of capital, which reflects the
macroeconomic uncertainty in Russia. As a result of the quantitative assessment, we recorded pre-tax
impairment charges of $1.2 billion ($958 million after-tax or $0.69 per share) in impairment of intangible
assets, related to our juice and dairy brands in Russia in our Europe division, in the year ended December
31, 2022. See Note 1 for further information.
As discussed in Note 2, we perform our annual impairment assessment on indefinite-lived intangible
assets during our third quarter. The annual impairment assessment on indefinite-lived intangible assets
performed in the third quarter of 2022, based on best available market information and our internal
forecasts and operating plans at the time, resulted in no impairment.
In the fourth quarter of 2022, macroeconomic conditions including a high interest rate and inflationary
cost environment, coupled with recent business performance, indicated a deterioration of the significant
inputs used to determine the fair value of our indefinite-lived intangible assets in various markets,
primarily assumptions underlying the weighted-average cost of capital and the impact of economic
uncertainty on current and future financial performance, and required us to perform a quantitative
assessment on certain assets. The fair value of our indefinite-lived intangible assets was estimated using
discounted cash flows under the income approach, which we consider to be a Level 3 measurement. We
determined that the carrying value exceeded the fair value, which reflects the increase in the weighted-
average cost of capital as well as our most current estimates of future sales and their contributions to
operating profit and expected future cash flows (including perpetuity growth assumptions). As a result of
the quantitative assessment, we recorded pre-tax impairment charges of $1.6 billion ($1.3 billion after-tax
or $0.94 per share) in impairment of intangible assets, primarily related to the SodaStream brand in our
Europe division, in the year ended December 31, 2022. See Note 1 for further information.
As of December 31, 2022, the estimated fair values of our indefinite-lived reacquired and acquired
franchise rights recorded at PBNA exceeded their carrying values. However, there could be an impairment
of the carrying value of PBNA’s reacquired and acquired franchise rights, as well as further impairment to
the carrying value of the SodaStream brand and goodwill, if future sales and their contributions to
operating profit do not achieve our expected future cash flows (including perpetuity growth assumptions)
or if macroeconomic conditions result in a future increase in the weighted-average cost of capital used to
estimate fair value.
We did not recognize any impairment charges for goodwill in each of the years ended December 31, 2022,
December 25, 2021 and December 26, 2020. We did not recognize any impairment charges for indefinite-
lived intangible assets in the year ended December 25, 2021. In 2020, we recognized pre-tax impairment
charges of $42 million, primarily related to a coconut water brand in PBNA.
For further information on our policies for indefinite-lived intangible assets, see Note 2.
79
The change in the book value of indefinite-lived intangible assets is as follows:
Balance,
Beginning
2021
Acquisitions/
(Divestitures)
Translation
and Other
Balance,
End of
2021
Acquisitions/
(Divestitures)
Impairment
Translation
and Other
Balance,
End of
2022
$
465 $
(8) $
1 $
458 $
— $
— $
(7) $
FLNA (a)
Goodwill
Brands
Total
QFNA
Goodwill
Brands
Total
PBNA (b)
Goodwill
Reacquired franchise rights
Acquired franchise rights
Brands (c)
Total
LatAm
Goodwill
Brands (d)
Total
Europe (e)
Goodwill (f)
Reacquired franchise rights (f)
Acquired franchise rights (f)
Brands (g) (h)
Total
AMESA
Goodwill
Brands (i)
Total
APAC
Goodwill
Brands (c) (j)
Total
Total goodwill
Total reacquired franchise rights
Total acquired franchise rights
Total brands
Total
340
805
189
—
189
12,189
7,107
1,536
3,122
23,954
458
108
566
3,806
496
172
4,072
8,546
1,096
214
1,310
554
445
999
18,757
7,603
1,708
8,301
—
(8)
—
—
—
(216)
—
1
(290)
(505)
—
(1)
(1)
(28)
(23)
—
—
(51)
(2)
—
(2)
3
—
3
(251)
(23)
1
(291)
—
1
—
—
—
340
798
189
—
189
1
11,974
—
1
(324)
7,107
1,538
2,508
(322)
23,127
(25)
(7)
(32)
(78)
(32)
(14)
182
58
(31)
(9)
(40)
7
31
38
433
100
533
3,700
441
158
4,254
8,553
1,063
205
1,268
564
476
1,040
(125)
18,381
(32)
(13)
(127)
7,548
1,696
7,883
—
—
—
—
—
—
—
230
—
230
—
—
—
—
—
—
—
—
14
—
14
—
—
—
14
—
230
—
(88)
(88)
—
—
—
—
—
—
—
—
—
(29)
(29)
—
—
(1)
(2,684)
(2,685)
—
(36)
(36)
—
(172)
(172)
—
—
(1)
(3,009)
451
251
702
189
—
189
(1)
(8)
—
—
—
(27)
11,947
(46)
(10)
—
7,061
1,758
2,508
(83)
23,274
3
4
7
(54)
(20)
(9)
94
11
(62)
(13)
(75)
(46)
(37)
(83)
436
75
511
3,646
421
148
1,664
5,879
1,015
156
1,171
518
267
785
(193)
18,202
(66)
(19)
47
7,482
1,906
4,921
$ 36,369 $
(564) $
(297) $ 35,508 $
244 $
(3,010) $
(231) $ 32,511
(a) Acquisitions/divestitures in 2021 primarily reflect purchase price allocation adjustments related to our acquisition of BFY Brands, Inc.
(BFY Brands). Impairment in 2022 is related to a baked fruit convenient food brand.
(b) Acquisitions/divestitures in 2021 primarily reflect assets reclassified as held for sale in connection with our Juice Transaction. See Note
13 for further information. Acquisitions/divestitures in 2022 primarily reflect our agreement with Celsius to distribute Celsius energy
drinks in the United States. See Note 9 for further information.
(c) Translation and other in 2021 primarily reflects the allocation of the Rockstar brand to the respective divisions, which was finalized in
2021 as part of purchase price allocation.
Impairment in 2022 is related to the sale of certain non-strategic brands. See Note 1 for further information.
(d)
(e) Acquisitions/divestitures in 2021 primarily reflect assets reclassified as held for sale in connection with our Juice Transaction. See Note
13 for further information.
80
(f) Translation and other primarily reflects the depreciation of the euro in 2021 and the depreciation of British pound and euro, partially
(g)
offset by appreciation of the Russian ruble in 2022.
Impairment in 2022 is related to the SodaStream brand, the decrease in fair value as a result of the Russia-Ukraine conflict and the
discontinuation or repositioning of certain juice and dairy brands in Russia.
(h) Translation and other in 2021 reflects the allocation of the Rockstar brand from PBNA, which was finalized in 2021 as part of purchase
price allocation, partially offset by the depreciation of the euro.
Impairment in 2022 is primarily related to certain juice brands from the Pioneer Foods acquisition.
Impairment in 2022 is related to the Be & Cheery brand.
(i)
(j)
Note 5 — Income Taxes
The components of income before income taxes are as follows:
United States
Foreign
The provision for income taxes consisted of the following:
Current:
U.S. Federal
Foreign
State
Deferred:
U.S. Federal
Foreign
State
$
2022
7,305 $
3,400
$ 10,705 $
2021
3,740 $
6,081
9,821 $
2020
4,070
4,999
9,069
2022
2021
2020
1,137 $
1,027
246
2,410
702 $
955
44
1,701
715
932
110
1,757
22
(709)
4
(683)
1,727 $
375
(14)
80
441
2,142 $
273
(167)
31
137
1,894
$
$
A reconciliation of the U.S. Federal statutory tax rate to our annual tax rate is as follows:
U.S. Federal statutory tax rate
State income tax, net of U.S. Federal tax benefit
Lower taxes on foreign results
One-time mandatory transition tax - TCJ Act
Juice Transaction
Tax settlements
Other, net
Annual tax rate
Tax Cuts and Jobs Act
2022
21.0 %
1.8
(1.5)
0.8
(2.4)
(3.0)
(0.6)
16.1 %
2021
21.0 %
1.0
(1.6)
1.9
—
—
(0.5)
21.8 %
2020
21.0 %
1.2
(0.8)
—
—
—
(0.5)
20.9 %
In 2022, we recorded $86 million ($0.06 per share) of net tax expense related to the TCJ Act as a result of
correlating adjustments related to a partial audit settlement with the IRS for tax years 2014 through 2019.
In 2021, we recorded $190 million ($0.14 per share) of net tax expense related to the TCJ Act as a result
of adjustments related to the final assessment of the 2014 through 2016 IRS audit. There were no tax
amounts recognized in 2020 related to the TCJ Act.
81
As of December 31, 2022, our mandatory transition tax liability was $2.6 billion, which must be paid
through 2026 under the provisions of the TCJ Act. We reduced our liability through cash payments and
application of tax overpayments by $309 million in 2022, $309 million in 2021 and $78 million in 2020.
We currently expect to pay approximately $309 million of this liability in 2023.
The TCJ Act also created a requirement that certain income earned by foreign subsidiaries, known as
global intangible low-tax income (GILTI), must be included in the gross income of their U.S. shareholder.
The FASB allows an accounting policy election of either recognizing deferred taxes for temporary
differences expected to reverse as GILTI in future years or recognizing such taxes as a current-period
expense when incurred. We elected to treat the tax effect of GILTI as a current-period expense when
incurred.
Other Tax Matters
In 2021, we received a final assessment from the IRS audit for the tax years 2014 through 2016. The
assessment included both agreed and unagreed issues. On October 29, 2021, we filed a formal written
protest of the assessment and requested an appeals conference. As a result of the analysis of the 2014
through 2016 final assessment, we remeasured all applicable reserves for uncertain tax positions for all
years open under the statute of limitations, including any correlating adjustments impacting the mandatory
transition tax liability under the TCJ Act, resulting in a net non-cash tax expense of $112 million ($0.08
per share) in 2021.
In 2022, we came to an agreement with the IRS to settle one of the issues assessed in the 2014 through
2016 tax audit. The agreement covers tax years 2014 through 2019. As a result, we reduced our reserves
for uncertain tax positions, including any correlating adjustments impacting the mandatory transition tax
liability under the TCJ Act, resulting in a net non-cash tax benefit of $233 million ($0.17 per share) in
2022. Tax years 2014 through 2019 remain under audit for other issues.
On August 16, 2022, the “Inflation Reduction Act” (H.R. 5376) was signed into law in the United States.
We do not currently expect the Inflation Reduction Act to have a material impact on our financial results,
including on our annual estimated effective tax rate or on our liquidity.
On May 19, 2019, a public referendum held in Switzerland passed the Federal Act on Tax Reform and
AHV Financing (TRAF), effective January 1, 2020. The enactment of certain provisions of the TRAF
resulted in adjustments to our deferred taxes. During 2020, we recorded a net tax benefit of $72 million
($0.05 per share) related to the adoption of the TRAF in the Swiss Canton of Bern.
82
Deferred tax liabilities and assets are comprised of the following:
Deferred tax liabilities
Debt guarantee of wholly-owned subsidiary
Property, plant and equipment
Recapture of net operating losses
Pension liabilities
Right-of-use assets
Investment in TBG
Other
Gross deferred tax liabilities
Deferred tax assets
Net carryforwards
Intangible assets other than nondeductible goodwill
Share-based compensation
Retiree medical benefits
Other employee-related benefits
Deductible state tax and interest benefits
Lease liabilities
Capitalized research and development
Other
Gross deferred tax assets
Valuation allowances
Deferred tax assets, net
Net deferred tax (assets)/liabilities
2022
2021
$
578 $
2,126
492
189
534
186
232
4,337
5,342
1,614
120
118
349
144
534
150
1,050
9,421
(5,013)
4,408
$
(71) $
578
2,036
504
216
450
—
254
4,038
4,974
1,111
98
147
379
149
450
—
842
8,150
(4,628)
3,522
516
A summary of our valuation allowance activity is as follows:
Balance, beginning of year
Provision
Other (deductions)/additions
Balance, end of year
2022
4,628 $
492
(107)
5,013 $
2021
4,686 $
(9)
(49)
4,628 $
2020
3,599
1,082
5
4,686
$
$
83
Reserves
A number of years may elapse before a particular matter, for which we have established a reserve, is
audited and finally resolved. The number of years with open tax audits varies depending on the tax
jurisdiction. Our major taxing jurisdictions and the related open tax audits are as follows:
Jurisdiction
United States
Mexico
United Kingdom
Canada (Domestic)
Canada (International)
Russia
Years Open to Audit
2014-2021
2014-2021
2020-2021
2016-2021
2010-2021
2019-2021
Years Currently
Under Audit
2014-2019
2014-2017
None
2016-2019
2010-2019
None
Our annual tax rate is based on our income, statutory tax rates and tax planning strategies and transactions,
including transfer pricing arrangements, available to us in the various jurisdictions in which we operate.
Significant judgment is required in determining our annual tax rate and in evaluating our tax positions. We
establish reserves when, despite our belief that our tax return positions are fully supportable, we believe
that certain positions are subject to challenge and that we likely will not succeed. We adjust these reserves,
as well as the related interest, in light of changing facts and circumstances, such as the progress of a tax
audit, new tax laws, relevant court cases or tax authority settlements. Settlement of any particular issue
would usually require the use of cash. Favorable resolution would be recognized as a reduction to our
annual tax rate in the year of resolution.
As of December 31, 2022, the total gross amount of reserves for income taxes, reported in other liabilities,
was $1.9 billion. We accrue interest related to reserves for income taxes in our provision for income taxes
and any associated penalties are recorded in selling, general and administrative expenses. The gross
amount of interest accrued, reported in other liabilities, was $292 million as of December 31, 2022, of
which $4 million of tax benefit was recognized in 2022. The gross amount of interest accrued, reported in
other liabilities, was $326 million as of December 25, 2021, of which $3 million of tax benefit was
recognized in 2021.
A reconciliation of unrecognized tax benefits is as follows:
Balance, beginning of year
Additions for tax positions related to the current year
Additions for tax positions from prior years
Reductions for tax positions from prior years
Settlement payments
Statutes of limitations expiration
Translation and other
Balance, end of year
Carryforwards and Allowances
2022
1,900 $
228
206
(357)
(53)
(36)
(21)
1,867 $
2021
1,621
222
681
(558)
(25)
(39)
(2)
1,900
$
$
Operating loss carryforwards totaling $32.2 billion as of December 31, 2022 are being carried forward in a
number of foreign and state jurisdictions where we are permitted to use tax operating losses from prior
periods to reduce future taxable income. These operating losses will expire as follows: $0.2 billion in
2023, $27.6 billion between 2024 and 2041 and $4.4 billion may be carried forward indefinitely. We
84
establish valuation allowances for our deferred tax assets if, based on the available evidence, it is not more
likely than not that some portion or all of the deferred tax assets will be realized.
Undistributed International Earnings
As of December 31, 2022, we had approximately $9 billion of undistributed international earnings. We
intend to continue to reinvest $9 billion of earnings outside the United States for the foreseeable future and
while future distribution of these earnings would not be subject to U.S. federal tax expense, no deferred
tax liabilities with respect to items such as certain foreign exchange gains or losses, foreign withholding
taxes or state taxes have been recognized. It is not practicable for us to determine the amount of
unrecognized tax expense on these reinvested international earnings.
Note 6 — Share-Based Compensation
Our share-based compensation program is designed to attract and retain employees while also aligning
employees’ interests with the interests of our shareholders. PepsiCo has granted stock options, RSUs,
PSUs and long-term cash awards to employees under the shareholder-approved PepsiCo, Inc. Long-Term
Incentive Plan (LTIP). Executives who are awarded long-term incentives based on their performance may
generally elect to receive their grant in the form of stock options or RSUs, or a combination thereof.
Executives who elect stock options receive four stock options for every one RSU that would have
otherwise been granted. Certain executive officers and other senior executives do not have a choice and
are granted 66% PSUs and 34% long-term cash, each of which are subject to pre-established performance
targets.
The Company may use authorized and unissued shares to meet share requirements resulting from the
exercise of stock options and the vesting of RSUs and PSUs.
As of December 31, 2022, 37 million shares were available for future share-based compensation grants
under the LTIP.
The following table summarizes our total share-based compensation expense, which is primarily recorded
in selling, general and administrative expenses, and excess tax benefits recognized:
Share-based compensation expense - equity awards
Share-based compensation expense - liability awards
Acquisition and divestiture-related charges
Restructuring charges
Total
Income tax benefits recognized in earnings related to share-based
compensation
Excess tax benefits related to share-based compensation
2022
343 $
30
3
—
376 $
2021
301 $
20
—
1
322 $
2020
264
11
—
(1)
274
62 $
44 $
57 $
38 $
48
35
$
$
$
$
As of December 31, 2022, there was $396 million of total unrecognized compensation cost related to
nonvested share-based compensation grants. This unrecognized compensation cost is expected to be
recognized over a weighted-average period of two years.
Method of Accounting and Our Assumptions
The fair value of share-based award grants is amortized to expense over the vesting period, primarily three
years. Awards to employees eligible for retirement prior to the award becoming fully vested are amortized
to expense over the period through the date that the employee first becomes eligible to retire and is no
longer required to provide service to earn the award. In addition, we use historical data to estimate
85
forfeiture rates and record share-based compensation expense only for those awards that are expected to
vest.
We do not backdate, reprice or grant share-based compensation awards retroactively. Repricing of awards
would require shareholder approval under the LTIP.
Stock Options
A stock option permits the holder to purchase shares of PepsiCo common stock at a specified price. We
account for our employee stock options under the fair value method of accounting using a Black-Scholes
valuation model to measure stock option expense at the date of grant. All stock option grants have an
exercise price equal to the fair market value of our common stock on the date of grant and generally have
a 10-year term.
Our weighted-average Black-Scholes fair value assumptions are as follows:
Expected life
Risk-free interest rate
Expected volatility
Expected dividend yield
2022
7 years
1.9 %
16 %
2.5 %
2021
7 years
1.1 %
14 %
3.1 %
2020
6 years
0.9 %
14 %
3.4 %
The expected life is the period over which our employee groups are expected to hold their options. It is
based on our historical experience with similar grants. The risk-free interest rate is based on the expected
U.S. Treasury rate over the expected life. Volatility reflects movements in our stock price over the most
recent historical period equivalent to the expected life. Dividend yield is estimated over the expected life
based on our stated dividend policy and forecasts of net income, share repurchases and stock price.
A summary of our stock option activity for the year ended December 31, 2022 is as follows:
Weighted-
Average
Contractual
Life
Remaining
(years)
Weighted-
Average
Exercise
Price
Aggregate
Intrinsic
Value(a)
Options(a)
Outstanding at December 25, 2021
Granted
Exercised
Forfeited/expired
Outstanding at December 31, 2022
Exercisable at December 31, 2022
Expected to vest as of December 31, 2022
(a)
In thousands.
10,142 $
2,422 $
(1,578) $
(482) $
10,504 $
4,892 $
5,267 $
110.54
163.54
87.33
146.13
124.63
101.02
144.58
6.08 $ 588,549
3.50 $ 389,547
8.29 $ 190,040
86
Restricted Stock Units and Performance Stock Units
Each RSU represents our obligation to deliver to the holder one share of PepsiCo common stock when the
award vests at the end of the service period. PSUs are awards pursuant to which a number of shares are
delivered to the holder upon vesting at the end of the service period based on PepsiCo’s performance
against specified financial performance metrics. The number of shares may be increased to the maximum
or reduced to the minimum threshold based on the results of these performance metrics in accordance with
the terms established at the time of the award. During the vesting period, RSUs and PSUs accrue dividend
equivalents that pay out in cash (without interest) if and when the applicable RSU or PSU vests and
becomes payable.
The fair value of RSUs and PSUs are measured at the market price of the Company’s stock on the date of
grant.
A summary of our RSU and PSU activity for the year ended December 31, 2022 is as follows:
Weighted-
Average
Contractual
Life
Remaining
(years)
Aggregate
Intrinsic
Value(a)
RSUs/PSUs(a)
Weighted-
Average
Grant-Date
Fair Value
127.45
163.02
120.03
141.64
143.02
141.94
5,977 $
2,263 $
(2,051) $
(475) $
5,714 $
5,979 $
Outstanding at December 25, 2021
Granted
Converted
Forfeited
Outstanding at December 31, 2022 (b)
Expected to vest as of December 31, 2022 (c)
(a)
In thousands. Outstanding awards are disclosed at target.
(b) The outstanding PSUs for which the vesting period has not ended as of December 31, 2022, at the threshold, target and maximum award
1.24 $ 1,032,222
1.17 $ 1,080,138
levels were zero, 1 million and 2 million, respectively.
(c) Represents the number of outstanding awards expected to vest, including estimated performance adjustments on all outstanding PSUs as
of December 31, 2022.
Long-Term Cash
Certain executive officers and other senior executives were granted long-term cash awards for which final
payout is based on PepsiCo’s Total Shareholder Return relative to a specific set of peer companies and
achievement of a specified performance target over a three-year performance period.
Long-term cash awards that qualify as liability awards under share-based compensation guidance are
valued through the end of the performance period on a mark-to-market basis using the Monte Carlo
simulation model.
87
A summary of our long-term cash activity for the year ended December 31, 2022 is as follows:
Long-Term
Cash
Award(a)
Balance
Sheet Date
Fair Value(b)
Contractual
Life
Remaining
(years)
Outstanding at December 25, 2021
$
Granted
Vested
Forfeited
45,792
18,182
(11,364)
(2,356)
50,254 $
46,841 $
Outstanding at December 31, 2022 (c)
Expected to vest as of December 31, 2022
(a)
(b)
(c) The outstanding awards for which the vesting period has not ended as of December 31, 2022, at the threshold, target and maximum
In thousands, disclosed at target.
In thousands, based on the most recent valuation as of December 31, 2022.
68,167
65,835
1.17
1.15
$
$
award levels based on the achievement of its market conditions were zero, $50 million and $101 million, respectively.
Other Share-Based Compensation Data
The following is a summary of other share-based compensation data:
2022
2021
2020
Stock Options
Total number of options granted (a)
Weighted-average grant-date fair value of options granted
Total intrinsic value of options exercised (a)
Total grant-date fair value of options vested (a)
RSUs/PSUs
Total number of RSUs/PSUs granted (a)
Weighted-average grant-date fair value of RSUs/PSUs granted
Total intrinsic value of RSUs/PSUs converted (a)
Total grant-date fair value of RSUs/PSUs vested (a)
(a)
In thousands.
2,422
19.72 $
2,157
9.88 $
1,847
$
8.31
$ 134,580 $ 153,306 $ 155,096
8,652
$
9,661 $ 10,605 $
2,636
2,263
2,496
$ 163.02 $ 131.81 $ 131.21
$ 329,705 $ 273,878 $ 303,165
$ 196,649 $ 198,469 $ 235,523
As of December 31, 2022 and December 25, 2021, there were approximately 307,000 and 299,000
outstanding awards, respectively, consisting primarily of phantom stock units that were granted under the
PepsiCo Director Deferral Program and will be settled in shares of PepsiCo common stock pursuant to the
LTIP at the end of the applicable deferral period, not included in the tables above.
Note 7 — Pension, Retiree Medical and Savings Plans
Effective December 31, 2022, we merged two U.S. qualified defined benefit pension plans, PepsiCo
Employees Retirement Plan I (Plan I), mostly inactive participants, and PepsiCo Employees Retirement
Plan A (Plan A), mostly active participants, with Plan I remaining. The accrued benefits offered to the
plans’ participants were unchanged. The merger was made to provide additional flexibility in evaluating
opportunities to reduce risk and volatility. Actuarial gains and losses of the merged plan will be amortized
over the average remaining life expectancy of participants. There is no material impact to pre-tax pension
benefits expense from this merger.
In 2022, we transferred pension and retiree medical obligations of $145 million and related assets to TBG
in connection with the Juice Transaction. See Note 13 for further information.
88
In 2021, we adopted a change to the Canadian defined benefit plans to freeze pension accruals for salaried
participants, effective January 1, 2024, and to close the hourly plan to new non-union employees hired on
or after January 1, 2022. After the effective date, all salaried participants receive an employer contribution
to the defined contribution plan based on age and years of service regardless of employee contribution and
the opportunity to receive employer contributions to match employee contributions up to defined limits.
We also adopted a change to the U.K. defined benefit plan to freeze pension accruals for all participants
effective March 31, 2022. After the effective date, participants have the opportunity to receive employer
contributions to match employee contributions up to defined limits. Pre-tax pension benefits expense will
decrease after the effective dates, partially offset by contributions to defined contribution plans.
In 2021, we adopted a change to the U.S. qualified defined benefit plans to transfer certain participants
from Plan A to Plan I, effective January 1, 2022. The accrued benefits offered to the plans’ participants
were unchanged. There was no material impact to pre-tax pension benefits expense from this transaction.
In 2020, we adopted an amendment to the U.S. defined benefit pension plans to freeze benefit accruals for
salaried participants, effective December 31, 2025. Since 2011, salaried new hires are not eligible to
participate in the defined benefit plan. After the effective date, all salaried participants receive an
employer contribution to the 401(k) savings plan based on age and years of service regardless of employee
contribution and the opportunity to receive employer contributions to match employee contributions up to
defined limits. As a result of this amendment, pre-tax pension benefits expense decreased $70 million in
2021, primarily impacting corporate unallocated expenses.
In 2020, we approved an amendment to reorganize the U.S. qualified defined benefit pension plans that
resulted in the transfer of certain participants from Plan A to Plan I and to a newly created plan, PepsiCo
Employees Retirement Hourly Plan (Plan H), effective January 1, 2021. The accrued benefits offered to
the plans’ participants were unchanged. The reorganization facilitated a more targeted investment strategy
and provided additional flexibility in evaluating opportunities to reduce risk and volatility. There was no
material impact to pre-tax pension benefits expense as a result of this reorganization.
In 2020, we adopted an amendment, effective January 1, 2021, to enhance the pay credit benefits of
certain participants in Plan H. As a result of this amendment, pre-tax pension benefits expense increased
$45 million in 2021, primarily impacting service cost expense.
Gains and losses resulting from actual experience differing from our assumptions, including the difference
between the actual and expected return on plan assets, as well as changes in our assumptions, are
determined at each measurement date. These differences are recognized as a component of net gain or loss
in accumulated other comprehensive loss within common shareholders’ equity. If this net accumulated
gain or loss exceeds 10% of the greater of the market-related value of plan assets or plan obligations, a
portion of the net gain or loss is included in other pension and retiree medical benefits (expense)/income
for the following year based upon the average remaining service life for participants in Plan A
(approximately 9 years), Plan H (approximately 11 years) and retiree medical (approximately 9 years), and
the remaining life expectancy for participants in Plan I (approximately 27 years). In 2023, we expect the
average remaining service life for participants in Plan H to be approximately 11 years and the average
remaining life expectancy for participants in Plan I to be approximately 26 years.
The cost or benefit of plan changes that increase or decrease benefits for prior employee service (prior
service cost/(credit)) is included in other pension and retiree medical benefits (expense)/income on a
straight-line basis over the average remaining service life for participants in Plan H, and the remaining life
expectancy for participants in Plan I, except that prior service cost/(credit) for salaried participants subject
to the freeze is amortized on a straight-line basis over the period up to the effective date of the freeze.
89
Selected financial information for our pension and retiree medical plans is as follows:
Change in projected benefit obligation
Obligation at beginning of year
Service cost
Interest cost
Plan amendments
Participant contributions
Experience gain
Benefit payments
Settlement/curtailment
Special termination benefits
Other, including foreign currency adjustment
Obligation at end of year
Change in fair value of plan assets
Fair value at beginning of year
Actual return on plan assets
Employer contributions/funding
Participant contributions
Benefit payments
Settlement
Other, including foreign currency adjustment
Fair value at end of year
Funded status
Amounts recognized
Other assets
Other current liabilities
Other liabilities
Net amount recognized
Pension
Retiree Medical
U.S.
2022
2021
International
2022
2021
2022
2021
$ 16,216 $ 16,753 $
487
434
10
—
(3,989)
(412)
(1,109)
37
(131)
518
324
23
—
(215)
(976)
(220)
9
—
$ 11,543 $ 16,216 $
$ 15,904 $ 15,465 $
(3,337)
235
—
(412)
(1,117)
(125)
1,052
580
—
(976)
(217)
—
$ 11,148 $ 15,904 $
(312) $
$
(395) $
4,175 $
64
90
—
2
(1,284)
(127)
(5)
—
(312)
2,603 $
4,624 $
(1,026)
101
2
(127)
(5)
(374)
3,195 $
592 $
4,430 $
104
74
3
3
(178)
(106)
(99)
—
(56)
4,175 $
4,303 $
387
158
3
(106)
(52)
(69)
4,624 $
449 $
954 $
37
19
—
—
(198)
(81)
(14)
—
(3)
714 $
299 $
(68)
48
—
(81)
—
(2)
196 $
(518) $
$
225 $
692 $
708 $
564 $
— $
(56)
(564)
(48)
(956)
(7)
(109)
(1)
(114)
(54)
(464)
$
(395) $
(312) $
592 $
449 $
(518) $
1,006
33
15
—
—
(17)
(83)
—
—
—
954
315
20
47
—
(83)
—
—
299
(655)
—
(57)
(598)
(655)
Amounts included in accumulated other comprehensive loss (pre-tax)
Net loss/(gain)
Prior service credit
Total
$
3,337 $
3,550 $
571 $
696 $
(320) $
(220)
(21)
(63)
(9)
(11)
(25)
(34)
$
3,316 $
3,487 $
562 $
685 $
(345) $
(254)
Changes recognized in net (gain)/loss included in other comprehensive loss
Net loss/(gain) arising in current year
Amortization and settlement recognition
Foreign currency translation gain
Total
$
254 $
(467)
(301) $
(265)
—
—
(40) $
(30)
(55)
(355) $
(95)
(114) $
14
(3)
—
$
(213) $
(566) $
(125) $
(453) $
(100) $
(22)
14
—
(8)
Accumulated benefit obligation at end of year
$ 11,104 $ 15,489 $
2,483 $
4,021
The net loss arising in the current year is primarily attributable to a decrease in the actual return on plan
assets offset by the impact of higher discount rates.
The amount we report in operating profit as pension and retiree medical cost is service cost, which is the
90
value of benefits earned by employees for working during the year.
The amounts we report below operating profit as pension and retiree medical cost consist of the following
components:
•
Interest cost is the accrued interest on the projected benefit obligation due to the passage of time.
• Expected return on plan assets is the long-term return we expect to earn on plan investments for
our funded plans that will be used to settle future benefit obligations.
• Amortization of prior service cost/(credit) represents the recognition in the income statement of
benefit changes resulting from plan amendments.
•
• Amortization of net loss/(gain) represents the recognition in the income statement of changes in the
amount of plan assets and the projected benefit obligation based on changes in assumptions and
actual experience.
Settlement/curtailment loss/(gain) represents the result of actions that effectively eliminate all or a
portion of related projected benefit obligations. Settlements are triggered when payouts to settle the
projected benefit obligation of a plan due to lump sums or other events exceed the total of annual
service and interest cost. Settlements are recognized when actions are irrevocable and we are
relieved of the primary responsibility and risk for projected benefit obligations. Lump sum payouts
are generally higher when interest rates are lower. Curtailments are recognized when events such
as plant closures, the sale of a business, or plan changes result in a significant reduction of future
service or benefits. Curtailment losses are recognized when an event is probable and estimable,
while curtailment gains are recognized when an event has occurred (when the related employees
terminate or an amendment is adopted).
Special termination benefits are the additional benefits offered to employees upon departure due to
actions such as restructuring.
•
The components of total pension and retiree medical benefit costs are as follows:
Pension
Retiree Medical
U.S.
International
Service cost
Other pension and retiree medical benefits (income)/expense:
Interest cost
Expected return on plan assets
Amortization of prior service (credit)/cost
Amortization of net losses/(gains)
Settlement/curtailment losses/(gains) (a)
Special termination benefits
Total other pension and retiree medical benefits
(income)/expense
Total
2022
2020
2021
$ 487 $ 518 $ 434 $ 64 $ 104 $ 86 $ 37 $ 33 $ 25
2021
2020
2022
2020
2022
2021
$ 434 $ 324 $ 435 $ 90 $ 74 $ 85 $ 19 $ 15 $ 25
(16)
(231)
(912)
(12)
(2)
(28)
77
149
(23)
—
(11)
322
—
—
37
(15)
(11)
(14)
—
—
(218)
(1)
29
1
—
(202)
—
61
19
—
(16)
(8)
(14)
(16)
—
(929)
12
196
213
19
(970)
(31)
224
40
9
$
$ 489 $ 114 $ 380 $ (35) $ 11 $ 49 $
2 $ (404) $ (54) $ (99) $ (93) $ (37) $ (35) $ (25) $ (26)
(1)
2 $
8 $
(a)
In 2022 and 2020, U.S. includes a settlement charge of $318 million ($246 million after-tax or $0.18 per share) and $205 million
($158 million after-tax or $0.11 per share), respectively, related to lump sum distributions exceeding the total of annual service and
interest cost.
91
The following table provides the weighted-average assumptions used to determine net periodic benefit
cost and projected benefit obligation for our pension and retiree medical plans:
Net Periodic Benefit Cost
Service cost discount rate (a)
Interest cost discount rate (a)
Expected return on plan assets (a)
Rate of salary increases
Projected Benefit Obligation
Discount rate
Rate of salary increases
Pension
Retiree Medical
U.S.
International
2022
2021
2020
2022
2021
2020
2022
2021
2020
3.1 %
3.1 %
6.7 %
3.0 %
2.6 %
2.0 %
6.4 %
3.0 %
3.4 %
2.9 %
6.8 %
3.1 %
4.2 %
2.3 %
5.3 %
3.3 %
2.7 %
1.7 %
5.3 %
3.3 %
3.2 %
2.4 %
5.6 %
3.3 %
2.8 %
2.1 %
5.7 %
2.3 %
1.6 %
5.4 %
3.2 %
2.6 %
5.8 %
5.4 %
3.2 %
2.9 %
3.0 %
2.5 %
3.0 %
5.3 %
4.2 %
2.4 %
3.3 %
2.0 %
3.3 %
5.4 %
2.7 %
2.3 %
(a) 2022 U.S. rates reflect remeasurement of a U.S. qualified defined benefit pension plan in the second quarter of 2022.
The following table provides selected information about plans with accumulated benefit obligation and
total projected benefit obligation in excess of plan assets:
Pension
Retiree Medical
U.S.
International
2022
2021
2022
2021
2022
2021
Selected information for plans with accumulated benefit obligation in excess of plan assets
Obligation for service to date
Fair value of plan assets
$
$
(584) $
(1,499) $
(158) $
— $
705 $
129 $
(127)
102
Selected information for plans with projected benefit obligation in excess of plan assets
Benefit obligation
Fair value of plan assets
$
$
(620) $
(1,709) $
(273) $
(286) $
(714) $
— $
705 $
157 $
171 $
196 $
(954)
299
Of the total projected pension benefit obligation as of December 31, 2022, approximately $625 million
relates to plans that we do not fund because the funding of such plans does not receive favorable tax
treatment.
Future Benefit Payments
Our estimated future benefit payments are as follows:
Pension
2023
2024
2025
2026
2027
2028 - 2032
$
945 $
1,070 $
910 $
955 $
975 $
5,100
Retiree medical (a)
(a) Expected future benefit payments for our retiree medical plans do not reflect any estimated subsidies expected to be received under the
2003 Medicare Act. Subsidies are expected to be approximately $1 million for each of the years from 2023 through 2027 and
approximately $3 million in total for 2028 through 2032.
90 $
85 $
80 $
80 $
75 $
330
$
These future benefit payments to beneficiaries include payments from both funded and unfunded plans.
92
Funding
Contributions to our pension and retiree medical plans were as follows:
Discretionary (a)
Non-discretionary
Total
Pension
Retiree Medical
2022
2021
2020
2022
2021
2020
$
$
160 $
525 $
339 $
176
213
168
336 $
738 $
507 $
— $
48
48 $
— $
47
47 $
—
55
55
(a)
Includes $150 million contribution in 2022, $500 million contribution in 2021 and $325 million contribution in 2020 to fund our U.S.
qualified defined benefit plans.
We made a discretionary contribution of $125 million to a U.S. qualified defined benefit plan in January
2023 and expect to make an additional contribution of $125 million in the third quarter of 2023. In
addition, in 2023, we expect to make non-discretionary contributions of approximately $90 million to our
U.S. and international pension benefit plans and contributions of approximately $55 million for retiree
medical benefits.
We also regularly evaluate opportunities to reduce risk and volatility associated with our pension and
retiree medical plans.
Plan Assets
Our pension plan investment strategy includes the use of actively managed accounts and is reviewed
periodically in conjunction with plan obligations, an evaluation of market conditions, tolerance for risk
and cash requirements for benefit payments. This strategy is also applicable to funds held for the retiree
medical plans. Our investment objective includes ensuring that funds are available to meet the plans’
benefit obligations when they become due. Assets contributed to our pension plans are no longer
controlled by us, but become the property of our individual pension plans. However, we are indirectly
impacted by changes in these plan assets as compared to changes in our projected obligations. Our overall
investment policy is to prudently invest plan assets in a well-diversified portfolio of equity and high-
quality debt securities and real estate to achieve our long-term return expectations. Our investment policy
also permits the use of derivative instruments, such as futures and forward contracts, to reduce interest rate
and foreign currency risks. Futures contracts represent commitments to purchase or sell securities at a
future date and at a specified price. Forward contracts consist of currency forwards.
For 2023 and 2022, our expected long-term rate of return on U.S. plan assets is 7.4% and 6.7%,
respectively. Our target investment allocations for U.S. plan assets for both 2023 and 2022 are as follows:
Fixed income
U.S. equity
International equity
Real estate
56 %
22 %
18 %
4 %
Actual investment allocations may vary from our target investment allocations due to prevailing market
conditions. We regularly review our actual investment allocations and periodically rebalance our
investments.
The expected return on plan assets is based on our investment strategy and our expectations for long-term
rates of return by asset class, taking into account volatility and correlation among asset classes and our
historical experience. We also review current levels of interest rates and inflation to assess the
reasonableness of the long-term rates. We evaluate our expected return assumptions annually to ensure
that they are reasonable. To calculate the expected return on plan assets, our market-related value of assets
for fixed income is the actual fair value. For all other asset categories, such as equity securities, we use a
93
method that recognizes investment gains or losses (the difference between the expected and actual return
based on the market-related value of assets) over a five-year period. This has the effect of reducing year-
to-year volatility.
Plan assets measured at fair value as of year-end 2022 and 2021 are categorized consistently by Level 1
(quoted prices in active markets for identical assets), Level 2 (significant other observable inputs) and
Level 3 (significant unobservable inputs) in both years and are as follows:
U.S. plan assets (a)
Equity securities, including preferred stock (b)
Government securities (c)
Corporate bonds (c)
Mortgage-backed securities (c)
Contracts with insurance companies (d)
Cash and cash equivalents (e)
Sub-total U.S. plan assets
Real estate commingled funds measured at net asset value (f)
Dividends and interest receivable, net of payables
Total U.S. plan assets
International plan assets
Equity securities (b)
Government securities (c)
Corporate bonds (c)
Fixed income commingled funds (g)
Contracts with insurance companies (d)
Cash and cash equivalents
Sub-total international plan assets
Real estate commingled funds measured at net asset value (f)
Dividends and interest receivable
Total international plan assets
Fair Value
Hierarchy Level
2022
2021
1
2
2
2
3
1, 2
1
2
2
1
3
1
$
$
$
$
4,387 $
1,751
4,245
142
9
157
10,691
533
120
11,344 $
1,291 $
736
254
628
27
75
3,011
173
11
3,195 $
6,387
2,523
6,210
199
9
352
15,680
478
45
16,203
2,232
1,053
400
632
43
34
4,394
221
9
4,624
(a)
(b)
Includes $196 million and $299 million in 2022 and 2021, respectively, of retiree medical plan assets that are restricted for purposes of providing
health benefits for U.S. retirees and their beneficiaries.
Invested in U.S. and international common stock and commingled funds, and the preferred stock portfolio was invested in domestic and
international corporate preferred stock investments. The common and preferred stock investments are based on quoted prices in active markets.
The commingled funds are based on the published price of the fund and include one large-cap fund that represents 10% and 11% of total U.S.
plan assets for 2022 and 2021, respectively.
(c) These investments are based on quoted bid prices for comparable securities in the marketplace and broker/dealer quotes in active markets.
Corporate bonds of U.S.-based companies represents 32% of total U.S. plan assets for 2022 and 2021.
(d) Based on the fair value of the contracts as determined by the insurance companies using inputs that are not observable. The changes in Level 3
amounts were not significant in the years ended December 31, 2022 and December 25, 2021.
Includes Level 1 assets of $216 million for 2021 and Level 2 assets of $157 million and $136 million for 2022 and 2021, respectively.
(e)
(f) The real estate commingled funds include investments in limited partnerships. These funds are based on the net asset value of the appraised value
of investments owned by these funds as determined by independent third parties using inputs that are not observable. The majority of the funds
are redeemable quarterly subject to availability of cash and have notice periods ranging from 45 to 90 days.
(g) Based on the published price of the fund.
94
Retiree Medical Cost Trend Rates
The assumed health care cost trend rates are as follows:
Average increase assumed
Ultimate projected increase
Year of ultimate projected increase
2023
6 %
4 %
2046
2022
6 %
4 %
2046
These assumed health care cost trend rates have an impact on the retiree medical plan expense and
obligation, however the cap on our share of retiree medical costs limits the impact.
Savings Plan
Certain U.S. employees are eligible to participate in a 401(k) savings plan, which is a voluntary defined
contribution plan. The plan is designed to help employees accumulate savings for retirement and we make
Company matching contributions for certain employees on a portion of employee contributions based on
years of service.
Certain U.S. salaried employees, who are not eligible to participate in a defined benefit pension plan, are
also eligible to receive an employer contribution based on age and years of service regardless of employee
contribution.
In 2022, 2021 and 2020, our total Company contributions were $283 million, $246 million and $225
million, respectively.
Note 8 — Debt Obligations
The following table summarizes our debt obligations:
Short-term debt obligations (b)
Current maturities of long-term debt
Commercial paper (0.1% and 0.1%)
Other borrowings (15.0% and 2.2%)
Long-term debt obligations (b)
Notes due 2022 (2.4%)
Notes due 2023 (1.7% and 1.5%)
Notes due 2024 (2.2% and 2.1%)
Notes due 2025 (2.7% and 2.7%)
Notes due 2026 (3.1% and 3.2%)
Notes due 2027 (2.5% and 2.4% )
Notes due 2028-2060 (2.8% and 2.6%)
Other, due 2022-2028 (1.3% and 1.3%)
2022(a)
2021(a)
$
$
3,096 $
—
318
3,414 $
3,872
400
36
4,308
$
— $
3,868
3,019
2,986
3,230
2,450
2,554
21,759
32
39,898
3,872
$ 35,657 $ 36,026
3,094
2,867
3,193
2,396
2,523
24,652
28
38,753
3,096
Less: current maturities of long-term debt obligations
Total
(a) Amounts are shown net of unamortized net discounts of $227 million and $233 million for 2022 and 2021, respectively.
(b) The interest rates presented reflect weighted-average effective interest rates at year-end. See Note 9 for further information regarding our
interest rate derivative instruments.
As of December 31, 2022 and December 25, 2021, our international debt of $304 million and $38 million,
respectively, was related to borrowings from external parties, including various lines of credit. These lines
95
of credit are subject to normal banking terms and conditions and are fully committed at least to the extent
of our borrowings.
In 2022, we issued the following senior notes:
Interest Rate
Maturity Date
Principal Amount(a)
3.200 %
3.550 %
3.600 %
3.900 %
4.200 %
July 2029 £
July 2034 £
February 2028 $
July 2032 $
July 2052 $
(b)
(b)
300
450
750
1,250
500
(a) Excludes debt issuance costs, discounts and premiums.
(b) These notes, issued in British pounds, were designated as net investment hedges to partially offset the effects of foreign currency on our
investments in certain of our foreign subsidiaries.
The net proceeds from the issuances of the above notes were used for general corporate purposes,
including the repayment of commercial paper, except for an amount equivalent to the net proceeds from
our 3.900% senior notes due 2032 that will be allocated to fund, in whole or in part, eligible green projects
in the categories of investments in recycling and sustainable plastics and packaging, decarbonizing our
operations and supply chain, water sustainability, and regenerative agriculture, which promote our
selected Sustainable Development Goals, as defined by the United Nations.
In 2022, we entered into a new five-year unsecured revolving credit agreement (Five-Year Credit
Agreement), which expires on May 27, 2027. The Five-Year Credit Agreement enables us and our
borrowing subsidiaries to borrow up to $3.8 billion in U.S. dollars and/or euros, including a $0.75 billion
swing line subfacility for euro-denominated borrowings permitted to be borrowed on a same-day basis,
subject to customary terms and conditions. We may request that commitments under this agreement be
increased up to $4.5 billion (or the equivalent amount in euros). Additionally, we may, once a year,
request renewal of the agreement for an additional one-year period. The Five-Year Credit Agreement
replaced our $3.75 billion five-year credit agreement, dated as of May 28, 2021.
Also in 2022, we entered into a new 364-day unsecured revolving credit agreement (364-Day Credit
Agreement), which expires on May 26, 2023. The 364-Day Credit Agreement enables us and our
borrowing subsidiaries to borrow up to $3.8 billion in U.S. dollars and/or euros, subject to customary
terms and conditions. We may request that commitments under this agreement be increased up to
$4.5 billion (or the equivalent amount in euros). We may request renewal of this facility for an additional
364-day period or convert any amounts outstanding into a term loan for a period of up to one year, which
term loan would mature no later than the anniversary of the then effective termination date. The 364-Day
Credit Agreement replaced our $3.75 billion 364-day credit agreement, dated as of May 28, 2021.
Funds borrowed under the Five-Year Credit Agreement and the 364-Day Credit Agreement may be used
for general corporate purposes. Subject to certain conditions, we may borrow, prepay and reborrow
amounts under these agreements. As of December 31, 2022, there were no outstanding borrowings under
the Five-Year Credit Agreement or the 364-Day Credit Agreement.
96
In 2022, we paid $750 million to redeem all $750 million outstanding principal amount of our 2.25%
senior notes due May 2022, we paid $800 million to redeem all $800 million outstanding principal amount
of our 3.10% senior notes due July 2022 and we paid $154 million to redeem all $133 million outstanding
principal amount of our subsidiary, Pepsi-Cola Metropolitan Bottling Company, Inc.’s 7.00% senior notes
due March 2029 and 5.50% notes due May 2035. Additionally, we deposited $102 million of U.S.
government securities with the Bank of New York Mellon, as trustee, in legal defeasance of $94 million
outstanding principal amount of certain notes originally issued by our subsidiary, The Quaker Oats
Company (Quaker notes). PepsiCo will be deemed to have paid and discharged the Quaker notes on April
12, 2023.
In 2021, we completed cash tender offers to redeem $4.1 billion principal amount of certain notes, with
maturity dates ranging from May 2035 to March 2060 and interest rates ranging from 3.375% to 5.500%,
for $4.8 billion in cash. As a result of the cash tender offers, we recorded a pre-tax charge of $842 million
($677 million after-tax or $0.49 per share) to net interest expense and other, 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.
Also in 2021, we paid $750 million to redeem all $750 million outstanding principal amount of our 1.70%
senior notes due 2021 and terminated the associated interest rate swap with a notional amount of
$250 million.
In 2020, we paid $1.1 billion to redeem all $1.1 billion outstanding principal amount of our 2.15% senior
notes due 2020 and terminated associated interest rate swaps with a notional amount of $0.8 billion.
Also in 2020, one of our international consolidated subsidiaries borrowed 21.7 billion South African rand,
or approximately $1.3 billion, from our two unsecured bridge loan facilities (Bridge Loan Facilities) to
fund our acquisition of Pioneer Foods. These borrowings were fully repaid in April 2020 and no further
borrowings under these Bridge Loan Facilities are permitted.
Note 9 — Financial Instruments
Derivatives and Hedging
We are exposed to market risks arising from adverse changes in:
•
•
•
commodity prices, affecting the cost of our raw materials and energy;
foreign exchange rates and currency restrictions; and
interest rates.
In the normal course of business, we manage commodity price, foreign exchange and interest rate risks
through a variety of strategies, including productivity initiatives, global purchasing programs and hedging.
Ongoing productivity initiatives involve the identification and effective implementation of meaningful
cost-saving opportunities or efficiencies, including the use of derivatives. We do not use derivative
instruments for trading or speculative purposes. Our global purchasing programs include fixed-price
contracts and purchase orders and pricing agreements.
Our hedging strategies include the use of derivatives and, in the case of our net investment hedges, debt
instruments. Certain derivatives are designated as either cash flow or fair value hedges and qualify for
hedge accounting treatment, while others do not qualify and are marked to market through earnings. The
accounting for qualifying hedges allows changes in a hedging instrument’s fair value to offset
corresponding changes in the hedged item in the same reporting period that the hedged item impacts
earnings. Gains or losses on derivatives designated as cash flow hedges are recorded in accumulated other
comprehensive loss within common shareholders’ equity and reclassified to our income statement when
the hedged transaction affects earnings. If it becomes probable that the hedged transaction will not occur,
97
we immediately recognize the related hedging gains or losses in earnings; such gains or losses reclassified
during the year ended December 31, 2022 were not material.
Cash flows from derivatives used to manage commodity price, foreign exchange or interest rate risks are
classified as operating activities in the cash flow statement. We classify both the earnings and cash flow
impact from these derivatives consistent with the underlying hedged item.
Credit Risk
We perform assessments of our counterparty credit risk regularly, including reviewing netting agreements,
if any, and a review of credit ratings, credit default swap rates and potential nonperformance of the
counterparty. Based on our most recent assessment of our counterparty credit risk, we consider this risk to
be low. In addition, we enter into derivative contracts with a variety of financial institutions that we
believe are creditworthy in order to reduce our concentration of credit risk.
Certain of our agreements with our counterparties require us to post full collateral on derivative
instruments in a net liability position if our credit rating is at A2 (Moody’s Investors Service, Inc.) or A
(S&P Global Ratings) and we have been placed on credit watch for possible downgrade or if our credit
rating falls below either of these levels. The fair value of all derivative instruments with credit-risk-related
contingent features that were in a net liability position as of December 31, 2022 was $235 million. We
have posted no collateral under these contracts and no credit-risk-related contingent features were
triggered as of December 31, 2022.
Commodity Prices
We are subject to commodity price risk because our ability to recover increased costs through higher
pricing may be limited in the competitive environment in which we operate. This risk is managed through
the use of fixed-price contracts and purchase orders, pricing agreements and derivative instruments, which
primarily include swaps and futures. In addition, risk to our supply of certain raw materials is mitigated
through purchases from multiple geographies and suppliers. We use derivatives, with terms of no more
than three years, to hedge price fluctuations related to a portion of our anticipated commodity purchases,
primarily for agricultural products, energy and metals. Derivatives used to hedge commodity price risk
that do not qualify for hedge accounting treatment are marked to market each period with the resulting
gains and losses recorded in corporate unallocated expenses as either cost of sales or selling, general and
administrative expenses, depending on the underlying commodity. These gains and losses are
subsequently reflected in division results when the divisions recognize the cost of the underlying
commodity in operating profit.
Our commodity derivatives had a total notional value of $1.8 billion as of December 31, 2022 and $1.6
billion as of December 25, 2021.
Foreign Exchange
We are exposed to foreign exchange risks in the international markets in which our products are made,
manufactured, distributed or sold. Additionally, we are exposed to foreign exchange risk from net
investments in foreign subsidiaries, foreign currency purchases and foreign currency assets and liabilities
created in the normal course of business. We manage this risk through sourcing purchases from local
suppliers, negotiating contracts in local currencies with foreign suppliers and through the use of
derivatives, primarily forward contracts with terms of no more than two years. Exchange rate gains or
losses related to foreign currency transactions are recognized as transaction gains or losses on our income
statement as incurred. We also use net investment hedges to partially offset the effects of foreign currency
on our investments in certain of our foreign subsidiaries.
Our foreign currency derivatives had a total notional value of $3.0 billion as of December 31, 2022 and
$2.8 billion as of December 25, 2021. The total notional amount of our debt instruments designated as net
98
investment hedges was $2.9 billion as of December 31, 2022 and $2.1 billion as of December 25, 2021.
For foreign currency derivatives that do not qualify for hedge accounting treatment, gains and losses were
offset by changes in the underlying hedged items, resulting in no material net impact on earnings.
Interest Rates
We centrally manage our debt and investment portfolios considering investment opportunities and risks,
tax consequences and overall financing strategies. We use various interest rate derivative instruments
including, but not limited to, interest rate swaps, cross-currency interest rate swaps, Treasury locks and
swap locks to manage our overall interest expense and foreign exchange risk. These instruments
effectively change the interest rate and currency of specific debt issuances. The notional amount, interest
payment and maturity date of the interest rate and cross-currency interest rate swaps match the principal,
interest payment and maturity date of the related debt. Our cross-currency interest rate swaps have terms
of no more than twelve years. Our Treasury locks and swap locks are entered into to protect against
unfavorable interest rate changes relating to forecasted debt transactions.
Our interest rate derivatives had a total notional value of $1.3 billion as of December 31, 2022 and $2.1
billion as of December 25, 2021.
As of December 31, 2022, approximately 1% of total debt was subject to variable rates, compared to
approximately 2%, after the impact of the related interest rate derivative instruments, as of December 25,
2021.
Debt Securities
Held-to-Maturity
Investments in debt securities that we have the positive intent and ability to hold until maturity are
classified as held-to-maturity. Highly liquid debt securities with original maturities of three months or less
are recorded as cash equivalents. As of December 31, 2022, we had no investments in held-to-maturity
debt securities. As of December 25, 2021, we had $130 million of investments in commercial paper
recorded in cash and cash equivalents. Held-to-maturity debt securities are recorded at amortized cost,
which approximates fair value, and realized gains or losses are reported in earnings. As of December 25,
2021, gross unrecognized gains and losses and the allowance for expected credit losses were not material.
Available-for-Sale
Investments in available-for-sale debt securities are reported at fair value. Changes in the fair value of
available-for-sale debt securities are generally recognized in accumulated other comprehensive loss within
common shareholders’ equity. Changes in the fair value of available-for-sale debt securities impact
earnings only when such securities are sold, or an allowance for expected credit losses or impairment is
recognized. We regularly evaluate our investment portfolio for expected credit losses and impairment. In
making this judgment, we evaluate, among other things, the extent to which the fair value of a debt
security is less than its amortized cost; the financial condition of the issuer, including the credit quality,
and any changes thereto; and our intent to sell, or whether we will more likely than not be required to sell,
the debt security before recovery of its amortized cost basis. Our assessment of whether a debt security has
a credit loss or is impaired could change in the future due to new developments or changes in assumptions
related to any particular debt security.
In 2022, we entered into an agreement with Celsius to distribute Celsius energy drinks in the United States
(see Note 4 for further information) and invested $550 million in Series A convertible preferred shares
issued by Celsius, which included certain conversion and redemption features. The preferred shares
automatically convert into Celsius common shares after six years if certain market-based conditions are
met, or can be redeemed after seven years. Shares underlying the transaction were priced at $75 per share,
99
and the preferred shares are entitled to a 5% annual dividend, payable either in cash or in-kind. Given our
redemption right, we classified our investment in the convertible preferred stock as an available-for-sale
debt security. There were no unrealized gains and losses on our investment as of December 31, 2022.
There were no impairment charges related to our investment in the year ended December 31, 2022.
Fair Value Measurements
The fair values of our financial assets and liabilities as of December 31, 2022 and December 25, 2021 are
categorized as follows:
2022
2021
Available-for-sale debt securities (b)
Index funds (c)
Prepaid forward contracts (d)
Deferred compensation (e)
Derivatives designated as cash
flow hedging instruments:
Foreign exchange (f)
Interest rate (f)
Commodity (g)
Derivatives not designated as
hedging instruments:
Foreign exchange (f)
Commodity (g)
Fair Value
Hierarchy
Levels(a)
2
1
2
2
2
2
2
2
2
$
$
$
Assets(a)
$
$
$
$
660 $
257 $
14 $
— $
Liabilities(a) Assets(a)
— $
— $
— $
434 $
— $
337 $
21 $
— $
Liabilities(a)
—
—
—
505
24 $
—
2
26 $
22 $
164
60
246 $
29 $
14
70
113 $
14
264
5
283
21 $
11
32 $
58 $
989 $
21 $
51
72 $
318 $
752 $
19 $
35
54 $
167 $
525 $
7
22
29
312
817
$
Total derivatives at fair value (h)
$
$
Total
(a) Fair value hierarchy levels are defined in Note 7. Unless otherwise noted, financial assets are classified on our balance sheet within
prepaid expenses and other current assets and other assets. Financial liabilities are classified on our balance sheet within accounts
payable and other current liabilities and other liabilities.
(b) Primarily related to our investment in Celsius convertible preferred stock. The fair value of our investment approximates the transaction
price and any accrued dividends, as well as the amortized cost. As of December 31, 2022, $3 million, $104 million and $553 million
were classified as cash equivalents, short-term investments and other assets, respectively.
(c) Based on the price of index funds. These investments are classified as short-term investments and are used to manage a portion of market
risk arising from our deferred compensation liability.
(d) Based primarily on the price of our common stock.
(e) Based on the fair value of investments corresponding to employees’ investment elections.
(f) Based on recently reported market transactions of spot and forward rates.
(g) Primarily based on recently reported market transactions of swap arrangements.
(h) Derivative assets and liabilities are presented on a gross basis on our balance sheet. Amounts subject to enforceable master netting
arrangements or similar agreements which are not offset on our balance sheet as of December 31, 2022 and December 25, 2021 were not
material. Collateral received or posted against our asset or liability positions was not material. Exchange-traded commodity futures are
cash-settled on a daily basis and, therefore, not included in the table.
The carrying amounts of our cash and cash equivalents and short-term investments recorded at amortized
cost approximate fair value (classified as Level 2 in the fair value hierarchy) due to their short-term
maturity. The fair value of our debt obligations as of December 31, 2022 and December 25, 2021 was $35
billion and $43 billion, respectively, based upon prices of identical or similar instruments in the
marketplace, which are considered Level 2 inputs.
100
Losses/(gains) on our hedging instruments are categorized as follows:
Fair Value/Non-
designated Hedges
Losses/(Gains)
Recognized in
Income Statement(a)
Cash Flow and Net Investment Hedges
Losses/(Gains)
Reclassified from
Accumulated Other
Comprehensive Loss
into Income
Statement(b)
2022
Losses/(Gains)
Recognized in
Accumulated Other
Comprehensive Loss
2021
$
2022
2021
2022
Foreign exchange
Interest
Commodity
Net investment
Total
2021
82
(4) $
64
56
(194)
(218)
—
—
(48)
(166) $
(a) Foreign exchange derivative losses/gains are included in selling, general and administrative expenses. Commodity derivative gains
included in cost of sales totaled $8 million in 2022 and $109 million in 2021 and commodity derivative gains included in selling, general
and administrative expenses totaled $171 million in 2022 and $109 million in 2021.
(58) $
—
(179)
—
(237) $
(21) $
159
(267)
—
(129) $
(7) $
44
(285)
(192)
(440) $
138
(57)
(120)
(42) $
(3) $
$
(b) Foreign exchange derivative losses/gains are included in net revenue and cost of sales. Interest rate derivative losses/gains on cross-
currency interest rate swaps are included in selling, general and administrative expenses. Commodity derivative losses/gains are included
in either cost of sales or selling, general and administrative expenses, depending on the underlying commodity. See Note 11 for further
information.
Based on current market conditions, we expect to reclassify net losses of $51 million related to our cash
flow hedges from accumulated other comprehensive loss within common shareholders’ equity into net
income during the next 12 months.
Note 10 — Net Income Attributable to PepsiCo per Common Share
The computations of basic and diluted net income attributable to PepsiCo per common share are as
follows:
Basic net income attributable to PepsiCo
per common share
$ 6.45
$ 5.51
$ 5.14
2022
Income Shares(a)
2021
2020
Income
Shares(a)
Income
Shares(a)
Net income available for PepsiCo
common shareholders
Dilutive securities:
Stock options, RSUs, PSUs and
other (b)
Diluted
Diluted net income attributable to
PepsiCo per common share
$ 8,910
1,380 $ 7,618
1,382 $ 7,120
1,385
—
$ 8,910
$ 6.42
7
—
1,387 $ 7,618
7
—
1,389 $ 7,120
7
1,392
$ 5.49
$ 5.12
(a) Weighted-average common shares outstanding (in millions).
(b) The dilutive effect of these securities is calculated using the treasury stock method.
The weighted-average amount of antidilutive securities excluded from the calculation of diluted earnings
per common share was immaterial for the years ended December 31, 2022, December 25, 2021 and
December 26, 2020.
101
Note 11 — Accumulated Other Comprehensive Loss Attributable to PepsiCo
The changes in the balances of each component of accumulated other comprehensive loss attributable to
PepsiCo are as follows:
Balance as of December 28, 2019 (b)
Other comprehensive income/(loss) before
reclassifications (c)
Amounts reclassified from accumulated other
comprehensive loss
Net other comprehensive income/(loss)
Tax amounts
Balance as of December 26, 2020 (b)
Other comprehensive (loss)/income before
reclassifications (d)
Amounts reclassified from accumulated other
comprehensive loss
Net other comprehensive (loss)/income
Tax amounts
Balance as of December 25, 2021 (b)
Other comprehensive (loss)/income before
reclassifications (e)
Amounts reclassified from accumulated other
comprehensive loss
Net other comprehensive (loss)/income
Tax amounts
Balance as of December 31, 2022 (b)
Currency
Translation
Adjustment
Cash
Flow
Hedges
Pension and
Retiree
Medical
Other(a)
Accumulated Other
Comprehensive
Loss Attributable to
PepsiCo
$
(11,290) $
(3) $
(2,988) $
(19) $
(14,300)
(710)
126
(1,141)
—
(710)
60
(11,940)
(116)
10
(3)
4
465
(676)
144
(3,520)
(340)
248
702
18
(322)
(47)
(12,309)
(603)
—
(603) Y
e
(36)
(48)
200
(45)
159
(78)
(129)
(207)
49
299
1,001
(231)
(2,750)
48
440
488
(99)
(1)
—
(1)
—
(20)
22
—
22
—
2
8
—
8
(4)
(1,726)
349
(1,377)
201
(15,476)
632
269
901
(323)
(14,898)
(625)
311
(314)
(90)
$
(12,948) $
1 $
(2,361) $
6 $
(15,302)
(a) The change in 2021 primarily comprises fair value increases in available-for-sale securities.
(b) Pension and retiree medical amounts are net of taxes of $1,370 million as of December 28, 2019, $1,514 million as of December 26,
2020, $1,283 million as of December 25, 2021 and $1,184 million as of December 31, 2022.
(c) Currency translation adjustment primarily reflects depreciation of the Russian ruble and Mexican peso.
(d) Currency translation adjustment primarily reflects depreciation of the Turkish lira, Swiss franc and Mexican peso.
(e) Currency translation adjustment primarily reflects depreciation of the Egyptian pound and British pound sterling.
102
The following table summarizes the reclassifications from accumulated other comprehensive loss to the
income statement:
Amount Reclassified from
Accumulated Other
Comprehensive Loss
2022
2021
2020
Affected Line Item in the Income
Statement
— $
18 $
—
expenses
Selling, general and administrative
(11) $
(10)
159
6 $
— Net revenue
76
64
(43) Cost of sales
Selling, general and administrative
(129)
expenses
(252)
(190)
50 Cost of sales
$
$
(15)
(129)
23
(4)
(48)
11
$
(106) $
(37) $
Selling, general and administrative
6
expenses
(116)
29
(87)
Currency translation:
Divestitures
Cash flow hedges:
Foreign exchange contracts
Foreign exchange contracts
Interest rate derivatives
Commodity contracts
Commodity contracts
Net gains before tax
Tax amounts
Net (gains) after tax
Pension and retiree medical items:
Amortization of net prior service credit
$
(37) $
(44) $
—
benefits income
Other pension and retiree medical
Amortization of net losses
Settlement/curtailment losses
Net losses before tax
Tax amounts
Net losses after tax
164
313
440
289
54
299
(80)
(65)
$
360 $
234 $
Other pension and retiree medical
238
benefits income
Other pension and retiree medical
benefits income
227
465
(101)
364
Total net losses reclassified for the year, net of
tax
$
254 $
215 $
277
Note 12 — Leases
Lessee
We determine whether an arrangement is a lease at inception. We have operating leases for plants,
warehouses, distribution centers, storage facilities, offices and other facilities, as well as machinery and
equipment, including fleet. Our leases generally have remaining lease terms of up to 20 years, some of
which include options to extend the lease term for up to five years and some of which include options to
terminate the lease within one year. We consider these options in determining the lease term used to
establish our right-of-use assets and lease liabilities. Our lease agreements do not contain any material
residual value guarantees or material restrictive covenants.
As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the
information available at commencement date in determining the present value of lease payments.
We have lease agreements that contain both lease and non-lease components. For real estate leases, we
account for lease components together with non-lease components (e.g., common-area maintenance).
103
Components of lease cost are as follows:
Operating lease cost (a)
Variable lease cost (b)
Short-term lease cost (c)
$
$
$
2022
585 $
115 $
510 $
2021
563 $
112 $
469 $
2020
539
111
436
Includes right-of-use asset amortization of $517 million, $505 million, and $478 million in 2022, 2021, and 2020, respectively.
(a)
(b) Primarily related to adjustments for inflation, common-area maintenance and property tax.
(c) Not recorded on our balance sheet.
In 2022, 2021 and 2020, we recognized gains of $175 million, $42 million and $7 million, respectively, on
sale-leaseback transactions with terms under five years.
Supplemental cash flow information and non-cash activity related to our operating leases are as follows:
2022
2021
2020
Operating cash flow information:
Cash paid for amounts included in the measurement of lease
liabilities
Non-cash activity:
Right-of-use assets obtained in exchange for lease obligations
$
$
573 $
567 $
871 $
934 $
Supplemental balance sheet information related to our operating leases is as follows:
Right-of-use assets
Other assets
Current lease liabilities
Non-current lease liabilities
Accounts payable and other current liabilities
Other liabilities
Balance Sheet Classification
$
$
$
2022
2,373 $
483 $
1,933 $
Weighted-average remaining lease term and discount rate for our operating leases are as follows:
Weighted-average remaining lease term
Weighted-average discount rate
2022
7 years
3 %
2021
7 years
3 %
Maturities of lease liabilities by year for our operating leases are as follows:
2023
2024
2025
2026
2027
2028 and beyond
Total lease payments
Less: Imputed interest
Present value of lease liabilities
Lessor
$
$
555
621
2021
2,020
446
1,598
2020
6 years
4 %
541
465
386
326
266
718
2,702
286
2,416
We have various arrangements for certain foodservice and vending equipment under which we are the
lessor. These leases meet the criteria for operating lease classification. Lease income associated with these
leases is not material.
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Note 13 — Acquisitions and Divestitures
Juice Transaction
In the first quarter of 2022, we sold our Tropicana, Naked and other select juice brands to PAI Partners for
approximately $3.5 billion in cash, subject to purchase price adjustments, and a 39% noncontrolling
interest in TBG, operating across North America and Europe. The North America portion of the
transaction was completed on January 24, 2022 and the Europe portion of the transaction was completed
on February 1, 2022. In the United States, PepsiCo acts as the exclusive distributor for TBG’s portfolio of
brands for small-format and foodservice customers with chilled DSD. We have significant influence over
our investment in TBG and account for our investment under the equity method, recognizing our
proportionate share of TBG’s earnings on our income statement (recorded in selling, general and
administrative expenses).
As a result of this transaction, in the year ended December 31, 2022, we recorded a gain in our PBNA and
Europe divisions (see detailed income statement activity below), including $520 million related to the
remeasurement of our 39% ownership in TBG at fair value using a combination of the transaction price,
discounted cash flows and an option pricing model related to our liquidation preference in TBG. In the
fourth quarter of 2022, we reached an agreement on final purchase price adjustments for net working
capital and net debt amounts as of the transaction close date compared to targeted amounts set forth in the
purchase agreement.
A summary of income statement activity related to the Juice Transaction for the year ended December 31,
2022 is as follows:
PBNA
Europe Corporate
Provision
for
income
taxes(a)
Net income
attributable
to PepsiCo
Total
PepsiCo
Impact on net
income
attributable to
PepsiCo per
common share
$ (3,029) $
(292) $
— $ (3,321) $
433 $
(2,888) $
2.08
51
$ (2,978) $
14
(278) $
6
6
71
(3,250)
(13)
420
58
(2,830)
(10)
3
(7)
$ (3,260) $
423 $
(2,837) $
(0.04)
2.04
0.01
2.04 (c)
Gain associated with the
Juice Transaction
Acquisition and divestiture-
related charges
Operating profit
Other pension and retiree
medical benefits income (b)
Total Juice Transaction
(a) Includes $186 million of deferred tax expense related to the recognition of our investment in TBG.
(b) Includes $16 million curtailment gain, partially offset by $6 million special termination benefits.
(c) Does not sum due to rounding.
In connection with the sale, we entered into a transition services agreement with PAI Partners, under
which we provide certain services to TBG to help facilitate an orderly transition of the business following
the sale. In return for these services, TBG is required to pay certain agreed upon fees to reimburse us for
our costs without markup.
As of December 25, 2021, $1.8 billion of assets, primarily accounts receivable, net, and inventories of
$0.5 billion, goodwill and other intangible assets of $0.6 billion and property, plant and equipment of
$0.5 billion, and liabilities of $0.8 billion, primarily accounts payable and other liabilities of $0.6 billion
and deferred income taxes of $0.2 billion, related to the Juice Transaction were reclassified as held for sale
in our consolidated balance sheet. The Juice Transaction did not meet the criteria to be classified as
discontinued operations. As of December 31, 2022, there were no amounts classified as held for sale.
105
2020 Acquisitions
On March 23, 2020, we acquired all of the outstanding shares of Pioneer Foods, a food and beverage
company in South Africa with exports to countries across the globe, for 110.00 South African rand per
share in cash. The total consideration transferred was approximately $1.2 billion and was funded by two
unsecured bridge loan facilities entered into by one of our international consolidated subsidiaries, which
were fully repaid in April 2020.
In connection with our acquisition of Pioneer Foods, we have made certain commitments to the South
Africa Competition Commission, including a commitment to provide the equivalent of 8.8 billion South
African rand, or approximately $0.5 billion as of the acquisition date, in value for the benefit of our
employees, agricultural development, education, developing Pioneer Foods’ operations and enterprise
development programs in South Africa. Included in this commitment is 2.3 billion South African rand, or
approximately $0.1 billion, relating to the implementation of an employee ownership plan and an
agricultural, entrepreneurship and educational development fund, which is an irrevocable condition of the
acquisition. This commitment was recorded in selling, general and administrative expenses primarily in
the year ended December 26, 2020 and was primarily settled in the fourth quarter of 2021. The remaining
commitment of 6.5 billion South African rand, or approximately $0.4 billion as of the acquisition date,
relates to capital expenditures and/or business-related costs which will be incurred and recorded over a
five-year period from the acquisition date.
On April 24, 2020, we acquired Rockstar, an energy drink maker with whom we had a distribution
agreement prior to the acquisition, for an upfront cash payment of approximately $3.85 billion and
contingent consideration related to estimated future tax benefits associated with the acquisition of
approximately $0.88 billion. In the fourth quarter of 2021, we exercised our option to accelerate all
remaining payments due under the contingent consideration arrangement.
On June 1, 2020, we acquired all of the outstanding shares of Be & Cheery, one of the largest online
convenient food companies in China, from Haoxiangni Health Food Co., Ltd. for cash. The total
consideration transferred was approximately $0.7 billion.
We accounted for the 2020 transactions as business combinations. We recognized and measured the
identifiable assets acquired and liabilities assumed at their estimated fair values on the respective dates of
acquisition. The purchase price allocations for each of the 2020 acquisitions were finalized in the second
quarter of 2021. The fair value of identifiable assets acquired and liabilities assumed in the acquisitions of
Pioneer Foods, Rockstar and Be & Cheery and the resulting goodwill as of the respective acquisition dates
is summarized as follows:
Acquisition date
Inventories
Property, plant and equipment
Amortizable intangible assets
Nonamortizable intangible assets
Other assets and liabilities
Net deferred income taxes
Noncontrolling interest
Total identifiable net assets
Goodwill
Total purchase price
Pioneer Foods
Rockstar
Be & Cheery
March 23, 2020
April 24, 2020
June 1, 2020
$
229 $
52 $
379
52
183
(53)
(117)
(5)
668
558
8
—
2,400
(9)
—
—
2,451
2,278
$
1,226 $
4,729 $
45
60
98
309
(24)
(99)
—
389
309
698
106
Goodwill is calculated as the excess of the aggregate of the fair value of the consideration transferred over
the fair value of the net assets recognized.
The goodwill recorded as part of the acquisition of Pioneer Foods primarily reflects synergies expected to
arise from our combined brand portfolios and distribution networks, and is not deductible for tax purposes.
All of the goodwill is recorded in the AMESA division.
The goodwill recorded as part of the acquisition of Rockstar primarily represents the value of PepsiCo’s
expected new innovation in the energy category and is deductible for tax purposes. All of the goodwill is
recorded in the PBNA division.
The goodwill recorded as part of the acquisition of Be & Cheery primarily reflects growth opportunities
for PepsiCo as we leverage Be & Cheery’s direct-to-consumer and supply chain capabilities and is not
deductible for tax purposes. All of the goodwill is recorded in the APAC division.
Acquisition and Divestiture-Related Charges
Acquisition and divestiture-related charges primarily include fair value adjustments to the acquired
inventory included in the acquisition-date balance sheets (recorded in cost of sales), merger and
integration charges and costs associated with divestitures (recorded in selling, general and administrative
expenses). Merger and integration charges include liabilities to support socioeconomic programs in South
Africa, gains associated with contingent consideration, employee-related costs, contract termination costs,
closing costs and other integration costs. Divestiture-related charges reflect transaction expenses,
including consulting, advisory and other professional fees.
A summary of our acquisition and divestiture-related charges is as follows:
Cost of sales
Selling, general and administrative expenses (a)
Other pension and retiree medical benefits expense
Total
After-tax amount (b)
Impact on net income attributable to PepsiCo per common share
2022
2021
— $
74
6
80 $
66 $
1 $
(5)
—
(4) $
(27) $
2020
32
223
—
255
237
(0.05) $
0.02 $
(0.17)
$
$
$
$
(a) The income amount primarily relates to the acceleration payment made in the fourth quarter of 2021 under the contingent consideration
arrangement associated with our acquisition of Rockstar, which is partially offset by other acquisition and divestiture-related charges.
In 2021, includes a tax benefit related to contributions to socioeconomic programs in South Africa.
(b)
FLNA
PBNA
Europe
AMESA
APAC
Corporate (a)
Total
Other pension and retiree medical
benefits expense
Total acquisition and divestiture-related
charges
2022
2021
2020
Transaction
$
— $
2 $
29 BFY Brands
51
14
3
—
6
74
6
11
8
10
4
(39)
(4)
—
Juice Transaction, Rockstar
Juice Transaction
66
—
173 Pioneer Foods, Other
7 Be & Cheery
(20) Juice Transaction, Rockstar
255
—
Juice Transaction
$
80 $
(4) $
255
(a)
In 2021, the income amount primarily relates to the acceleration payment made in the fourth quarter of 2021 under the contingent
consideration arrangement associated with our acquisition of Rockstar, which is partially offset by divestiture-related charges associated
with the Juice Transaction. In 2020, the income amount primarily relates to the change in the fair value of the Rockstar contingent
consideration.
107
Note 14 — Supplemental Financial Information
Balance Sheet
Accounts and notes receivable (a)
Trade receivables
Other receivables
Total
Allowance, beginning of year
Cumulative effect of accounting change
Net amounts charged to expense (b)
Deductions (c)
Other (d)
Allowance, end of year
Net receivables
Inventories (e)
Raw materials and packaging
Work-in-process
Finished goods
Total
Property, plant and equipment, net (f)
Land
Buildings and improvements
Machinery and equipment, including fleet and software
Construction in progress
Accumulated depreciation
Total
Depreciation expense
Other assets
Noncurrent notes and accounts receivable
Deferred marketplace spending
Pension plans (g)
Right-of-use assets (h)
Other investments (i)
Other
Total
Accounts payable and other current liabilities
Accounts payable (j)
Accrued marketplace spending
Accrued compensation and benefits
Dividends payable
Current lease liabilities (h)
Other current liabilities
Total
2022
2021
2020
$
$
$
$
8,192 $
2,121
10,313
147
—
21
(12)
(6)
150
10,163 $
2,366 $
114
2,742
5,222 $
Average
Useful Life
(Years)
$
1,142 $
15 - 44
5 - 15
$
$
$
$
$
$
10,816
33,335
4,491
49,784
(25,493)
24,291 $
2,523 $
202 $
123
948
2,373
813
833
5,292 $
10,732 $
3,637
2,519
1,610
483
4,390
23,371 $
105
44
79
(32)
5
201
7,172
1,655
8,827
201 $
—
(19)
(25)
(10)
147 $
8,680
1,898
151
2,298
4,347
1,123
10,279
31,486
3,940
46,828
(24,421)
22,407
2,484 $
2,335
111
119
1,260
2,020
277
694
4,481
9,834
3,087
2,324
1,508
446
3,960
21,159
Increase primarily reflects strong revenue performance across much of our portfolio in 2022.
(a)
(b) 2021 includes reductions in allowance for expected credit losses related to COVID-19 pandemic recorded in 2020.
(c)
(d)
Includes accounts written off.
Includes adjustments related primarily to currency translation and other adjustments.
108
(e)
Increase reflects higher commodity costs in 2022. Approximately 9% and 7% of the inventory cost in 2022 and 2021, respectively, were
computed using the LIFO method. The differences between LIFO and FIFO methods of valuing these inventories were not material. See
Note 2 for further information.
(f) See Note 2 for further information.
(g) See Note 7 for further information.
(h) See Note 12 for further information.
(i)
(j)
Increase in 2022 primarily reflects our investment in Celsius convertible preferred stock. See Note 9 for further information.
Increase reflects higher commodity costs and capital expenditures in 2022.
Statement of Cash Flows
2022
2021
2020
Interest paid (a)
Income taxes paid, net of refunds (b)
(a) 2022 excludes the premiums paid in accordance with the debt transactions. 2021 excludes the charge related to cash tender offers. See
1,043 $
1,184 $
2,766 $
1,933 $
1,156
1,770
$
$
Note 8 for further information.
In 2022, 2021 and 2020, includes tax payments of $309 million, $309 million and $78 million, respectively, related to the TCJ Act.
(b)
The following table provides a reconciliation of cash and cash equivalents and restricted cash as reported
within the balance sheet to the same items as reported in the cash flow statement.
Cash and cash equivalents
Restricted cash included in other assets (a)
Total cash and cash equivalents and restricted cash
(a) Primarily relates to collateral posted against certain of our derivative positions.
2022
4,954 $
146
5,100 $
2021
5,596
111
5,707
$
$
109
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors
PepsiCo, Inc.:
Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting
We have audited the accompanying Consolidated Balance Sheet of PepsiCo, Inc. and Subsidiaries (the
Company) as of December 31, 2022 and December 25, 2021, the related Consolidated Statements of
Income, Comprehensive Income, Cash Flows, and Equity for each of the fiscal years in the three-year
period ended December 31, 2022, and the related notes (collectively, the consolidated financial
statements). We also have audited the Company’s internal control over financial reporting as of December
31, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the
Committee of Sponsoring Organizations of the Treadway Commission.
In our opinion, the consolidated financial statements referred to above present fairly, in all material
respects, the financial position of the Company as of December 31, 2022 and December 25, 2021, and the
results of its operations and its cash flows for each of the fiscal years in the three-year period ended
December 31, 2022, in conformity with U.S. generally accepted accounting principles. Also in our
opinion, the Company maintained, in all material respects, effective internal control over financial
reporting as of December 31, 2022 based on criteria established in Internal Control – Integrated
Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Basis for Opinions
The Company’s management is responsible for these consolidated financial statements, for maintaining
effective internal control over financial reporting, and for its assessment of the effectiveness of internal
control over financial reporting, included in the accompanying Management’s Annual Report on Internal
Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s
consolidated financial statements and an opinion on the Company’s internal control over financial
reporting based on our audits. We are a public accounting firm registered with the Public Company
Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to
the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations
of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we
plan and perform the audits to obtain reasonable assurance about whether the consolidated financial
statements are free of material misstatement, whether due to error or fraud, and whether effective internal
control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of
material misstatement of the consolidated financial statements, whether due to error or fraud, and
performing procedures that respond to those risks. Such procedures included examining, on a test basis,
evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also
included evaluating the accounting principles used and significant estimates made by management, as well
as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control
over financial reporting included obtaining an understanding of internal control over financial reporting,
assessing the risk that a material weakness exists, and testing and evaluating the design and operating
effectiveness of internal control based on the assessed risk. Our audits also included performing such other
procedures as we considered necessary in the circumstances. We believe that our audits provide a
reasonable basis for our opinions.
110
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles. A company’s internal
control over financial reporting includes those policies and procedures that (1) pertain to the maintenance
of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the
assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted accounting principles,
and that receipts and expenditures of the company are being made only in accordance with authorizations
of management and directors of the company; and (3) provide reasonable assurance regarding prevention
or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have
a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk
that controls may become inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the
consolidated financial statements that were communicated or required to be communicated to the audit
committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial
statements and (2) involved our especially challenging, subjective, or complex judgments. The
communication of critical audit matters does not alter in any way our opinion on the consolidated financial
statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing
separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Sales incentive accruals
As discussed in Note 2 to the consolidated financial statements, the Company offers sales incentives
and discounts through various programs to customers and consumers. A number of the sales
incentives are based on annual targets, resulting in the need to accrue for the expected liability.
These incentives are accrued for in the “Accounts payable and other current liabilities” line on the
balance sheet. These accruals are based on sales incentive agreements, expectations regarding
customer and consumer participation and performance levels, and historical experience and trends.
We identified the evaluation of certain of the Company’s sales incentive accruals as a critical audit
matter. Subjective and complex auditor judgment is required in evaluating these sales incentive
accruals as a result of the timing difference between when the product is delivered and when the
incentive is settled. This specifically related to (1) forecasted customer and consumer participation
and performance level assumptions underlying the accrual, and (2) the impact of historical
experience and trends.
The following are the primary procedures we performed to address this critical audit matter. We
evaluated the design and tested the operating effectiveness of certain internal controls related to the
sales incentive process, including controls related to (1) the accrual methodology, (2) assumptions
around forecasted customer and consumer participation, (3) performance levels, and (4) monitoring
of actual sales incentives incurred compared to estimated sales incentives in respect of historical
periods. To evaluate the timing and amount of certain accrued sales incentives we (1) analyzed the
accrual by sales incentive type as compared to historical trends to identify specific sales incentives
that may require additional testing, (2) recalculated expenses and closing accruals on a sample basis,
111
based on volumes sold and terms of the sales incentives, (3) assessed the Company’s ability to
accurately estimate its sales incentive accrual by comparing previously established accruals to actual
settlements, and (4) tested a sample of settlements or claims that occurred after period end, and
compared them to the recorded sales incentive accrual.
Carrying value of certain reacquired and acquired franchise rights and SodaStream brand
As discussed in Notes 2 and 4 to the consolidated financial statements, the Company performs
impairment testing of its indefinite-lived intangible assets on an annual basis during the third quarter
of each fiscal year and whenever events and changes in circumstances indicate that there is a greater
than 50% likelihood that the asset is impaired. The carrying value of indefinite-lived intangible
assets as of December 31, 2022 was $32.5 billion which represents 35% of total assets, and includes
PepsiCo Beverages North America’s (PBNA) reacquired and acquired franchise rights which had a
carrying value of $8.8 billion as of December 31, 2022.
We identified the assessment of the carrying value of PBNA’s reacquired and acquired franchise
rights and the SodaStream brand in Europe as a critical audit matter. Significant auditor judgment is
necessary to assess the impact of competitive operating and macroeconomic factors on future levels
of sales, operating profit and cash flows. The impairment analysis of these indefinite-lived intangible
assets requires significant auditor judgment to evaluate the Company’s forecasted revenue and
profitability levels, including the expected long-term growth rates and the selection of the discount
rates to be applied to the projected cash flows.
The following are the primary procedures we performed to address this critical audit matter. We
evaluated the design and tested the operating effectiveness of certain internal controls related to the
indefinite-lived assets impairment process, including controls related to the development of
forecasted revenue, profitability levels, and expected long-term growth rates and select the discount
rates to be applied to the projected cash flows. We also evaluated the sensitivity of the Company’s
conclusion to changes in assumptions, including the assessment of changes in assumptions from
prior periods. To assess the Company’s ability to accurately forecast, we compared the Company’s
historical forecasted results to actual results. We compared the cash flow projections used in the
impairment tests with available external industry data and other internal information. We involved
valuation professionals with specialized skills and knowledge who assisted in evaluating (1) the
long-term growth rates used in the impairment tests by comparing against economic data and
information specific to the respective assets, including projected long-term nominal Gross Domestic
Product growth in the respective local countries, and (2) the discount rates used in the impairment
tests by comparing them against discount rates that were independently developed using publicly
available market data, including that of comparable companies.
Unrecognized tax benefits
As discussed in Note 5 to the consolidated financial statements, the Company’s global operating
model gives rise to income tax obligations in the United States and in certain foreign jurisdictions in
which it operates. As of December 31, 2022, the Company recorded reserves for unrecognized tax
benefits of $1.9 billion. The Company establishes reserves if it believes that certain positions taken
in its tax returns are subject to challenge and the Company likely will not succeed, even though the
Company believes the tax return position is supportable under the tax law. The Company adjusts
these reserves, as well as the related interest, in light of new information, such as the progress of a
tax examination, new tax law, relevant court rulings or tax authority settlements.
We identified the evaluation of certain of the Company’s unrecognized tax benefits as a critical audit
matter because the application of tax law and interpretation of a tax authority’s settlement history is
complex and involves subjective judgment. Such judgments impact both the timing and amount of
112
the reserves that are recognized, including judgments about re-measuring liabilities for positions
taken in prior years’ tax returns in light of new information.
The following are the primary procedures we performed to address this critical audit matter. We
evaluated the design and tested the operating effectiveness of certain internal controls related to the
unrecognized tax benefits process, including controls to (1) identify uncertain income tax positions,
(2) evaluate the tax law and tax authority’s settlement history used to estimate the unrecognized tax
benefits, and (3) monitor for new information that may give rise to changes to the existing
unrecognized tax benefits, such as progress of a tax examination, new tax law or tax authority
settlements. We involved tax and valuation professionals with specialized skills and knowledge, who
assisted in assessing the unrecognized tax benefits by (1) evaluating the Company’s tax structure and
transactions, including transfer pricing arrangements, and (2) assessing the Company’s interpretation
of existing tax law as well as new and amended tax laws, tax positions taken, associated external
counsel opinions, information from tax examinations, relevant court rulings and tax authority
settlements.
We have served as the Company’s auditor since 1990.
/s/ KPMG LLP
New York, New York
February 8, 2023
113
GLOSSARY
Acquisitions and divestitures: mergers and acquisitions 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.
Bottler funding: financial incentives we give to our independent bottlers to assist in the distribution and
promotion of our beverage products.
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.
Consumers: people who eat and drink our products.
CSD: carbonated soft drinks.
Customers: authorized independent bottlers, distributors and retailers.
Direct-Store-Delivery (DSD): delivery system used by us and our independent bottlers to deliver
beverages and convenient foods directly to retail stores where our products are merchandised.
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.
Free cash flow: net cash provided by/used for operating activities less capital spending, plus sales of
property, plant and equipment.
Independent bottlers: customers to whom we have granted exclusive contracts to sell and manufacture
certain beverage products bearing our trademarks within a specific geographical area.
Mark-to-market net impact: change in market value for commodity derivative contracts that we
purchase to mitigate the volatility in costs of energy and raw materials that we consume. The market value
is determined based on prices on national exchanges and recently reported transactions in the marketplace.
Organic: a measure that adjusts for the impacts of foreign exchange translation, acquisitions and
divestitures, and where applicable, the impact of the 53rd reporting week. In excluding the impact of
foreign exchange translation, we assume constant foreign exchange rates used for translation based on the
rates in effect for the comparable prior-year period. See the definition of “Constant currency” for further
information.
Total marketplace spending: includes sales incentives and discounts offered through various programs to
our customers, consumers or independent bottlers, as well as advertising and other marketing activities.
Transaction gains and losses: the impact on our consolidated financial statements of exchange rate
changes arising from specific transactions.
114
Translation adjustment: the impact of converting our foreign affiliates’ financial statements into U.S.
dollars for the purpose of consolidating our financial statements.
115
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Included in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations – Our Business Risks.”
Item 8. Financial Statements and Supplementary Data.
See “Item 15. Exhibits and Financial Statement Schedules.”
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
Not applicable.
Item 9A. Controls and Procedures.
(a) Disclosure Controls and Procedures. As of the end of the period covered by this report, we carried out
an evaluation, under the supervision and with the participation of our management, including our Chief
Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our
disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) of the
Securities Exchange Act of 1934, as amended (the Exchange Act). Based upon that evaluation, our Chief
Executive Officer and Chief Financial Officer concluded that as of the end of the period covered by this
report our disclosure controls and procedures were effective to ensure that information required to be
disclosed by us in reports we file or submit under the Exchange Act is (1) recorded, processed,
summarized and reported within the time periods specified in Securities and Exchange Commission rules
and forms, and (2) accumulated and communicated to our management, including our Chief Executive
Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required
disclosure.
(b) Management’s Annual Report on Internal Control over Financial Reporting. Our management is
responsible for establishing and maintaining adequate internal control over financial reporting, as such
term is defined in Rule 13a-15(f) of the Exchange Act. Under the supervision and with the participation of
our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an
evaluation of the effectiveness of our internal control over financial reporting based upon criteria
established in Internal Control – Integrated Framework (2013) by the Committee of Sponsoring
Organizations of the Treadway Commission. Based on that evaluation, our management concluded that
our internal control over financial reporting was effective as of December 31, 2022.
Attestation Report of the Registered Public Accounting Firm. KPMG LLP, an independent registered
public accounting firm, has audited the consolidated financial statements included in this Annual Report
on Form 10-K and, as part of their audit, has issued their report, included herein, on the effectiveness of
our internal control over financial reporting.
(c) Changes in Internal Control over Financial Reporting. During our fourth quarter of 2022, we
continued migrating certain of our financial processing systems to an Enterprise Resource Planning (ERP)
solution. These systems implementations are part of our ongoing global business transformation initiative,
and we plan to continue implementing such systems throughout other parts of our businesses in phases
over the next several years. In connection with these ERP implementations, we are updating and will
continue to update our internal control over financial reporting, as necessary, to accommodate
modifications to our business processes and accounting procedures. During 2022, we continued
implementing these systems, resulting in changes that materially affected our internal control over
financial reporting. These system implementations did not have an adverse effect, nor do we expect will
have an adverse effect, on our internal control over financial reporting. In addition, in connection with our
2019 multi-year productivity plan, we continue to migrate to shared business models across our operations
to further simplify, harmonize and automate processes. In connection with our 2019 multi-year
116
productivity plan and resulting business process changes, we continue to enhance the design and
documentation of our internal control over financial reporting processes, to maintain effective controls
over our financial reporting. These business process changes have not materially affected, and we do not
expect them to materially affect, our internal control over financial reporting.
Except with respect to the continued implementation of ERP systems, there have been no changes in our
internal control over financial reporting during our fourth quarter of 2022 that have materially affected, or
are reasonably likely to materially affect, our internal control over financial reporting. We will continue to
assess the impact on our internal control over financial reporting as we continue to implement our ERP
solution and our 2019 multi-year productivity plan.
Item 9B. Other Information.
Not applicable.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
Information about our directors and persons nominated to become directors is contained under the caption
“Election of Directors” in our Proxy Statement for our 2023 Annual Meeting of Shareholders to be filed
with the SEC within 120 days of the year ended December 31, 2022 (the 2023 Proxy Statement) and is
incorporated herein by reference. Information about our executive officers is reported under the caption
“Information About Executive Officers” in Part I of this report.
Information on beneficial ownership reporting compliance will be contained under the caption
“Ownership of PepsiCo Common Stock - Delinquent Section 16(a) Reports,” if applicable, in our 2023
Proxy Statement and is incorporated herein by reference.
We have a written code of conduct that applies to all of our employees, including our Chairman of the
Board of Directors and Chief Executive Officer, Chief Financial Officer and Controller, and to our Board
of Directors. Our Global Code of Conduct is distributed to all employees and is available on our website at
http://www.pepsico.com. A copy of our Global Code of Conduct may be obtained free of charge by
writing to Investor Relations, PepsiCo, Inc., 700 Anderson Hill Road, Purchase, New York 10577. Any
amendment to our Global Code of Conduct and any waiver applicable to our executive officers or senior
financial officers will be posted on our website within the time period required by the SEC and applicable
rules of The Nasdaq Stock Market LLC.
Information about the procedures by which security holders may recommend nominees to our Board of
Directors can be found in our 2023 Proxy Statement under the caption “Board Composition and
Refreshment – Shareholder Recommendations and Nominations of Director Candidates” and is
incorporated herein by reference.
Information concerning the composition of the Audit Committee and our Audit Committee financial
experts is contained in our 2023 Proxy Statement under the caption “Corporate Governance at PepsiCo –
Committees of the Board of Directors – Audit Committee” and is incorporated herein by reference.
Item 11. Executive Compensation.
Information about director and executive officer compensation, Compensation Committee interlocks and
the Compensation Committee Report is contained in our 2023 Proxy Statement under the captions “2022
117
Director Compensation,” “Executive Compensation,” “Corporate Governance at PepsiCo – Committees of
the Board of Directors – Compensation Committee – Compensation Committee Interlocks and Insider
Participation” and “Executive Compensation – Compensation Committee Report” and is incorporated
herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters.
Information with respect to securities authorized for issuance under equity compensation plans can be
found under the caption “Executive Compensation – Securities Authorized for Issuance Under Equity
Compensation Plans” in our 2023 Proxy Statement and is incorporated herein by reference.
Information on the number of shares of PepsiCo Common Stock beneficially owned by each director and
named executive officer, by all directors and executive officers as a group and on each beneficial owner of
more than 5% of PepsiCo Common Stock is contained under the caption “Ownership of PepsiCo Common
Stock” in our 2023 Proxy Statement and is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
Information with respect to certain relationships and related transactions and director independence is
contained under the captions “Corporate Governance at PepsiCo – Related Person Transactions” and
“Corporate Governance at PepsiCo – Director Independence” in our 2023 Proxy Statement and is
incorporated herein by reference.
Item 14. Principal Accounting Fees and Services.
Information on our Audit Committee’s pre-approval policy and procedures for audit and other services
and information on our principal accountant fees and services is contained in our 2023 Proxy Statement
under the caption “Ratification of Appointment of Independent Registered Public Accounting Firm –
Audit and Other Fees” and is incorporated herein by reference.
118
Item 15. Exhibits and Financial Statement Schedules.
(a)1. Financial Statements
PART IV
The following consolidated financial statements of PepsiCo, Inc. and its affiliates are included
herein by reference to the pages indicated on the index appearing in “Item 7. Management’s
Discussion and Analysis of Financial Condition and Results of Operations”:
Consolidated Statement of Income – Fiscal years ended December 31, 2022, December 25, 2021
and December 26, 2020
Consolidated Statement of Comprehensive Income – Fiscal years ended December 31, 2022,
December 25, 2021 and December 26, 2020
Consolidated Statement of Cash Flows – Fiscal years ended December 31, 2022, December 25,
2021 and December 26, 2020
Consolidated Balance Sheet – December 31, 2022 and December 25, 2021
Consolidated Statement of Equity – Fiscal years ended December 31, 2022, December 25, 2021
and December 26, 2020
Notes to Consolidated Financial Statements, and
Report of Independent Registered Public Accounting Firm (PCAOB ID: 185).
(a)2. Financial Statement Schedules
These schedules are omitted because they are not required or because the information is set forth in
the financial statements or the notes thereto.
(a)3. Exhibits
See Index to Exhibits.
Item 16. Form 10-K Summary.
None.
119
INDEX TO EXHIBITS
ITEM 15(a)(3)
The following is a list of the exhibits filed as part of this Form 10-K. The documents incorporated
by reference can be viewed on the SEC’s website at http://www.sec.gov.
EXHIBIT
3.1
3.2
4.1
4.2
4.3
4.4
4.5
4.6
4.7
4.8
4.9
Amended and Restated Articles of Incorporation of PepsiCo, Inc., effective as of May 1,
2019, which are incorporated herein by reference to Exhibit 3.1 to PepsiCo, Inc.’s Current
Report on Form 8-K filed with the Securities and Exchange Commission on May 3, 2019.
By-laws of PepsiCo, Inc., as amended and restated, effective as of April 15, 2020, which
are incorporated herein by reference to Exhibit 3.2 to PepsiCo, Inc.’s Current Report on
Form 8-K filed with the Securities and Exchange Commission on April 16, 2020.
PepsiCo, Inc. agrees to furnish to the Securities and Exchange Commission, upon request, a
copy of any instrument, not otherwise filed herewith, defining the rights of holders of long-
term debt of PepsiCo, Inc. and its consolidated subsidiaries and for any of its
unconsolidated subsidiaries for which financial statements are required to be filed with the
Securities and Exchange Commission.
Indenture dated May 21, 2007 between PepsiCo, Inc. and The Bank of New York Mellon
(formerly known as The Bank of New York), as trustee, which is incorporated herein by
reference to Exhibit 4.3 to PepsiCo, Inc.’s Registration Statement on Form S-3ASR
(Registration No. 333-154314) filed with the Securities and Exchange Commission on
October 15, 2008.
Form of 5.50% Senior Note due 2040, which is incorporated herein by reference to Exhibit
4.4 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange
Commission on January 13, 2010.
Form of 4.875% Senior Note due 2040, which is incorporated herein by reference to
Exhibit 4.3 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and
Exchange Commission on October 25, 2010.
Form of 3.600% Senior Note due 2024, which is incorporated herein by reference to
Exhibit 4.2 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and
Exchange Commission on February 28, 2014.
Form of 2.625% Senior Note due 2026, which is incorporated herein by reference to
Exhibit 4.2 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and
Exchange Commission on April 28, 2014.
Form of 4.250% Senior Note due 2044, which is incorporated herein by reference to
Exhibit 4.1 of PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and
Exchange Commission on October 22, 2014.
Form of 2.750% Senior Note due 2025, which is incorporated herein by reference to
Exhibit 4.4 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and
Exchange Commission on April 30, 2015.
Form of 3.500% Senior Note due 2025, which is incorporated herein by reference to
Exhibit 4.4 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and
Exchange Commission on July 17, 2015.
4.10 Form of 4.600% Senior Note due 2045, which is incorporated herein by reference to
Exhibit 4.5 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and
Exchange Commission on July 17, 2015.
4.11 Form of 4.450% Senior Note due 2046, which is incorporated herein by reference to
Exhibit 4.4 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and
Exchange Commission on October 14, 2015.
4.12 Form of 2.850% Senior Note due 2026, which is incorporated herein by reference to
Exhibit 4.3 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and
Exchange Commission on February 24, 2016.
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4.13 Form of 4.450% Senior Note due 2046, which is incorporated herein by reference to
Exhibit 4.4 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and
Exchange Commission on February 24, 2016.
4.14 Form of 0.875% Senior Note due 2028, which is incorporated herein by reference to
Exhibit 4.1 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and
Exchange Commission on July 18, 2016.
4.15 Form of 2.375% Senior Note due 2026, which is incorporated herein by reference to
Exhibit 4.5 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and
Exchange Commission on October 6, 2016.
4.16 Form of 3.450% Senior Note due 2046, which is incorporated herein by reference to
Exhibit 4.6 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and
Exchange Commission on October 6, 2016.
4.17 Form of 4.000% Senior Note due 2047, which is incorporated herein by reference to
Exhibit 4.5 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and
Exchange Commission on May 2, 2017.
4.18 Form of 2.150% Senior Note due 2024, which is incorporated herein by reference to
Exhibit 4.1 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and
Exchange Commission on May 4, 2017.
4.19 Form of 3.000% Senior Note due 2027, which is incorporated herein by reference to
Exhibit 4.3 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and
Exchange Commission on October 10, 2017.
4.20 Board of Directors Resolutions Authorizing PepsiCo, Inc.’s Officers to Establish the Terms
of the 5.50% Senior Notes due 2040 and 4.875% Senior Notes due 2040, which are
incorporated herein by reference to Exhibit 4.1 to PepsiCo, Inc.’s Quarterly Report on Form
10-Q for the 24 weeks ended June 12, 2010.
4.21 Board of Directors Resolutions Authorizing PepsiCo, Inc.’s Officers to Establish the Terms
of the 4.000% Senior Notes due 2042 and the 3.600% Senior Notes due 2042, which are
incorporated herein by reference to Exhibit 4.3 to PepsiCo, Inc.’s Current Report on Form
8-K filed with the Securities and Exchange Commission on May 6, 2011.
4.22 Form of 4.000% Senior Note due 2042, which is incorporated herein by reference to
Exhibit 4.3 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and
Exchange Commission on March 2, 2012.
4.23 Form of 3.600% Senior Note due 2042, which is incorporated herein by reference to
Exhibit 4.3 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and
Exchange Commission on August 13, 2012.
4.24 Form of 2.750% Senior Note due 2023, which is incorporated herein by reference to
Exhibit 4.3 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and
Exchange Commission on February 28, 2013.
4.25 Form of 7.00% Senior Note due 2029, Series A, which is incorporated herein by reference
to Exhibit 4.3 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and
Exchange Commission on November 8, 2018.
4.26 Form of 5.50% Senior Note due 2035, Series A, which is incorporated herein by reference
to Exhibit 4.4 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and
Exchange Commission on November 8, 2018.
4.27 Form of 7.29% Senior Note due 2026, which is incorporated herein by reference to Exhibit
4.3 to PepsiCo, Inc.’s Registration Statement on Form S-4 (Registration No. 333-228466)
filed with the Securities and Exchange Commission on November 19, 2018.
4.28 Form of 7.44% Senior Note due 2026, which is incorporated herein by reference to Exhibit
4.4 to PepsiCo, Inc.’s Registration Statement on Form S-4 (Registration No. 333-228466)
filed with the Securities and Exchange Commission on November 19, 2018.
4.29 Form of 7.00% Senior Note due 2029, which is incorporated herein by reference to Exhibit
4.5 to PepsiCo, Inc.’s Registration Statement on Form S-4 (Registration No. 333-228466)
filed with the Securities and Exchange Commission on November 19, 2018.
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4.30 Form of 5.50% Senior Note due 2035, which is incorporated herein by reference to Exhibit
4.6 to PepsiCo, Inc.’s Registration Statement on Form S-4 (Registration No. 333-228466)
filed with the Securities and Exchange Commission on November 19, 2018.
4.31 Form of 0.750% Senior Note due 2027, which is incorporated herein by reference to
Exhibit 4.1 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and
Exchange Commission on March 18, 2019.
4.32 Form of 1.125% Senior Note due 2031, which is incorporated herein by reference to
Exhibit 4.2 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and
Exchange Commission on March 18, 2019.
4.33 Form of 2.625% Senior Note due 2029, which is incorporated herein by reference to
Exhibit 4.1 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and
Exchange Commission on July 29, 2019.
4.34 Form of 3.375% Senior Note due 2049, which is incorporated herein by reference to
Exhibit 4.2 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and
Exchange Commission on July 29, 2019.
4.35 Form of 2.875% Senior Note due 2049, which is incorporated herein by reference to
Exhibit 4.1 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and
Exchange Commission on October 9, 2019.
4.36 Form of 0.875% Senior Note due 2039, which is incorporated herein by reference to
Exhibit 4.1 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and
Exchange Commission on October 16, 2019.
4.37 Form of 2.250% Senior Note due 2025, which is incorporated herein by reference to
Exhibit 4.1 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and
Exchange Commission on March 19, 2020.
4.38 Form of 2.625% Senior Note due 2027, which is incorporated herein by reference to
Exhibit 4.2 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and
Exchange Commission on March 19, 2020.
4.39 Form of 2.750% Senior Note due 2030, which is incorporated herein by reference to
Exhibit 4.3 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and
Exchange Commission on March 19, 2020.
4.40 Form of 3.500% Senior Note due 2040, which is incorporated herein by reference to
Exhibit 4.4 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and
Exchange Commission on March 19, 2020.
4.41 Form of 3.625% Senior Note due 2050, which is incorporated herein by reference to
Exhibit 4.5 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and
Exchange Commission on March 19, 2020.
4.42 Form of 3.875% Senior Note due 2060, which is incorporated herein by reference to
Exhibit 4.6 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and
Exchange Commission on March 19, 2020.
4.43 Form of 0.750% Senior Note due 2023, which is incorporated herein by reference to
Exhibit 4.1 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and
Exchange Commission on May 1, 2020.
4.44 Form of 1.625% Senior Note due 2030, which is incorporated herein by reference to
Exhibit 4.2 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and
Exchange Commission on May 1, 2020.
4.45 Form of 0.250% Senior Note due 2024, which is incorporated herein by reference to
Exhibit 4.1 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and
Exchange Commission on May 6, 2020.
4.46 Form of 0.500% Senior Note due 2028, which is incorporated herein by reference to
Exhibit 4.2 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and
Exchange Commission on May 6, 2020.
122
4.47 Form of 0.400% Senior Note due 2023, which is incorporated herein by reference to
Exhibit 4.1 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and
Exchange Commission on October 7, 2020.
4.48 Form of 1.400% Senior Note due 2031, which is incorporated herein by reference to
Exhibit 4.2 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and
Exchange Commission on October 7, 2020.
4.49 Form of 0.400% Senior Note due 2032, which is incorporated herein by reference to
Exhibit 4.1 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and
Exchange Commission on October 9, 2020.
4.50 Form of 1.050% Senior Note due 2050, which is incorporated herein by reference to
Exhibit 4.2 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and
Exchange Commission on October 9, 2020.
4.51 Form of 0.750% Senior Note due 2033, which is incorporated herein by reference to
Exhibit 4.1 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and
Exchange Commission on October 14, 2021.
4.52 Form of 1.950% Senior Note due 2031, which is incorporated herein by reference to
Exhibit 4.1 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and
Exchange Commission on October 21, 2021.
4.53 Form of 2.625% Senior Note due 2041, which is incorporated herein by reference to
Exhibit 4.2 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and
Exchange Commission on October 21, 2021.
4.54 Form of 2.750% Senior Note due 2051, which is incorporated herein by reference to
Exhibit 4.3 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and
Exchange Commission on October 21, 2021.
4.55 Form of 3.600% Senior Note due 2028, which is incorporated herein by reference to
Exhibit 4.1 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and
Exchange Commission on July 18, 2022.
4.56 Form of 4.200% Senior Note due 2052, which is incorporated herein by reference to
Exhibit 4.2 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and
Exchange Commission on July 18, 2022.
4.57 Form of 3.900% Senior Note due 2032, which is incorporated herein by reference to
Exhibit 4.1 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and
Exchange Commission on July 18, 2022.
4.58 Form of 3.200% Senior Note due 2029, which is incorporated herein by reference to
Exhibit 4.1 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and
Exchange Commission on July 22, 2022.
4.59 Form of 3.550% Senior Note due 2034, which is incorporated herein by reference to
Exhibit 4.2 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and
Exchange Commission on July 22, 2022.
123
4.60 Board of Directors Resolutions Authorizing PepsiCo, Inc.’s Officers to Establish the Terms
of the 2.750% Senior Notes due 2023, the 3.600% Senior Notes due 2024, the 2.625%
Senior Notes due 2026, the 4.250% Senior Notes due 2044, the 2.750% Senior Notes due
2025, the 3.500% Senior Notes due 2025, the 4.600% Senior Notes due 2045, the 4.450%
Senior Notes due 2046, the 2.850% Senior Notes due 2026, the 0.875% Senior Notes due
2028, the 2.375% Senior Notes due 2026, the 3.450% Senior Notes due 2046, the 4.000%
Senior Notes due 2047, the 2.150% Senior Notes due 2024, the 3.000% Senior Notes due
2027, the 7.00% Senior Notes due 2029, Series A, the 5.50% Senior Notes due 2035, Series
A, the 7.29% Senior Notes due 2026, the 7.44% Senior Notes due 2026, the 7.00% Senior
Notes due 2029, the 5.50% Senior Notes due 2035, the 0.750% Senior Notes due 2027, the
1.125% Senior Notes due 2031, the 2.625% Senior Notes due 2029, the 3.375% Senior
Notes due 2049, the 2.875% Senior Notes due 2049, the 0.875% Senior Notes due 2039, the
2.250% Senior Notes due 2025, the 2.625% Senior Notes due 2027, the 2.750% Senior
Notes due 2030, the 3.500% Senior Notes due 2040, the 3.625% Senior Notes due 2050, the
3.875% Senior Notes due 2060, the 0.750% Senior Notes due 2023, the 1.625% Senior
Notes due 2030, the 0.250% Senior Notes due 2024, the 0.500% Senior Notes due 2028, the
0.400% Senior Notes due 2023, the 1.400% Senior Notes due 2031, the 0.400% Senior
Notes due 2032, and the 1.050% Senior Notes due 2050, the 0.750% Senior Notes due
2033, the 1.950% Senior Notes due 2031, the 2.625% Senior Notes due 2041, the 2.750%
Senior Notes due 2051, the 3.600% Senior Notes due 2028, the 4.200% Senior Notes due
2052, the 3.900% Senior Notes due 2032, the 3.200% Senior Notes due 2029 and the
3.550% Senior Notes due 2034, which are incorporated herein by reference to Exhibit 4.4
to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange
Commission on February 28, 2013.
4.61 Third Supplemental Indenture, dated as of October 24, 2018, between Pepsi-Cola
Metropolitan Bottling Company, Inc. and The Bank New York Mellon Trust Company,
N.A., as trustee, to the Indenture dated as of January 15, 1993 between Whitman
Corporation and The First National Bank of Chicago, as trustee, which is incorporated
herein by reference to Exhibit 4.2 to PepsiCo, Inc.’s Current Report on Form 8-K filed with
the Securities and Exchange Commission on October 25, 2018.
4.62 Second Supplemental Indenture, dated as of February 26, 2010, among Pepsi-Cola
Metropolitan Bottling Company, Inc., PepsiAmericas, Inc. and The Bank New York Mellon
Trust Company, N.A., as trustee, to the Indenture dated as of January 15, 1993 between
Whitman Corporation and The First National Bank of Chicago, as trustee, which is
incorporated herein by reference to Exhibit 4.2 to PepsiCo, Inc.’s Current Report on Form
8-K filed with the Securities and Exchange Commission on March 1, 2010.
4.63 First Supplemental Indenture, dated as of May 20, 1999, between Whitman Corporation
and The First National Bank of Chicago, as trustee, to the Indenture dated as of January 15,
1993, between Whitman Corporation and The First National Bank of Chicago, as trustee,
each of which is incorporated herein by reference to Exhibit 4.3 to Post-Effective
Amendment No. 1 to PepsiAmericas, Inc.’s Registration Statement on Form S-8
(Registration No. 333-64292) filed with the Securities and Exchange Commission on
December 29, 2005.
4.64 Form of PepsiAmericas, Inc. 7.29% Note due 2026, which is incorporated herein by
reference to Exhibit 4.7 to PepsiCo, Inc.’s Quarterly Report on Form 10-Q for the quarterly
period ended March 20, 2010.
4.65 Description of Securities.
10.1 Form of PepsiCo, Inc. Director Indemnification Agreement, which is incorporated herein
by reference to Exhibit 10.20 to PepsiCo, Inc.’s Annual Report on Form 10-K for the fiscal
year ended December 25, 2004.*
124
10.2 Severance Plan for Executive Employees of PepsiCo, Inc. and Affiliates, which is
incorporated herein by reference to Exhibit 10.5 to PepsiCo, Inc.’s Quarterly Report on
Form 10-Q for the fiscal quarter ended September 6, 2008.*
10.3 Form of Aircraft Time Sharing Agreement, which is incorporated herein by reference to
Exhibit 10 to PepsiCo, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended
March 21, 2009.*
10.4 Specified Employee Amendments to Arrangements Subject to Section 409A of the Internal
Revenue Code, adopted February 18, 2010 and March 29, 2010, which is incorporated
herein by reference to Exhibit 10.13 to PepsiCo, Inc.’s Quarterly Report on Form 10-Q for
the quarterly period ended March 20, 2010.*
10.5 PepsiCo, Inc. 2007 Long-Term Incentive Plan, as amended and restated March 13, 2014,
which is incorporated herein by reference to Exhibit 10.1 to PepsiCo, Inc.’s Current Report
on Form 8-K filed with the Securities and Exchange Commission on March 14, 2014.*
10.6 The PepsiCo International Retirement Plan Defined Benefit Program, as amended and
restated effective as of January 1, 2023.*
10.7 The PepsiCo International Retirement Plan Defined Contribution Program, as amended and
restated effective as of January 1, 2022.*
10.8 PepsiCo, Inc. Long-Term Incentive Plan (as amended and restated May 4, 2016), which is
incorporated herein by reference to Exhibit B to PepsiCo’s Proxy Statement for its 2016
Annual Meeting of Shareholders, filed with the Securities and Exchange Commission on
March 18, 2016.*
10.9 PepsiCo Pension Equalization Plan (Plan Document for the Pre-409A Program), as
amended and restated effective as of January 1, 2022, which is incorporated herein by
reference to Exhibit 10.9 to PepsiCo, Inc.’s Annual Report on Form 10-K for the fiscal year
ended December 25, 2021.*
10.10 PepsiCo Pension Equalization Plan (Plan Document for the 409A Program), as amended
and restated effective as of January 1, 2022.*
10.11 PepsiCo Automatic Retirement Contribution Equalization Plan, as amended and restated
effective as of January 1, 2019, which is incorporated by reference to Exhibit 10.26 to
PepsiCo, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 29,
2018.*
10.12 PepsiCo Director Deferral Program (Plan Document for the 409A Program), amended and
restated effective as of January 1, 2020, which is incorporated by reference to Exhibit 10.25
to PepsiCo, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 28,
2019.*
10.13 Form of Annual Long-Term Incentive Award Agreement, which is incorporated herein by
reference to Exhibit 10.49 to PepsiCo, Inc.’s Annual Report on Form 10-K for the fiscal
year ended December 31, 2016.*
10.14 PepsiCo Executive Income Deferral Program (Plan Document for the 409A Program),
amended and restated effective as of January 1, 2022.*
10.15 Amendment to Certain PepsiCo Award Agreements, which is incorporated herein by
reference to Exhibit 10.45 to PepsiCo, Inc.’s Annual Report on Form 10-K for the fiscal
year ended December 30, 2017. *
10.16 PepsiCo, Inc. Long Term Incentive Plan (as amended and restated December 20, 2017),
which is incorporated herein by reference to Exhibit 10.47 to PepsiCo, Inc.’s Annual Report
on Form 10-K for the fiscal year ended December 30, 2017.*
10.17 Form of Annual Long-Term Incentive Award Agreement, which is incorporated herein by
reference to Exhibit 10.1 to PepsiCo, Inc.’s Quarterly Report on Form 10-Q for the
quarterly period ended March 24, 2018.*
10.18 Form of Performance-Based Long-Term Incentive Award Agreement, which
is
incorporated herein by reference to Exhibit 10.2 to PepsiCo, Inc.’s Quarterly Report on
Form 10-Q for the quarterly period ended March 24, 2018.*
125
10.19 PepsiCo, Inc. Executive Incentive Compensation Plan (as amended and restated effective
February 4, 2021), which is incorporated by reference to Exhibit 10.20 to PepsiCo, Inc.’s
Annual Report on Form 10-K for the fiscal year ended December 26, 2020.*
10.20 Form of Annual Long-Term Incentive Award Agreement, which is incorporated herein by
reference to Exhibit 10.1 to PepsiCo, Inc.’s Quarterly Report on Form 10-Q for the
quarterly period ended March 23, 2019.*
10.21 PepsiCo Executive Income Deferral Program (Plan Document for the Pre-409A Program),
amended and restated effective as of January 1, 2019, which is incorporated by reference to
Exhibit 10.35 to PepsiCo, Inc.’s Annual Report on Form 10-K for the fiscal year ended
December 28, 2019.*
10.22 Form of Annual Long-Term Incentive Award Agreement, which is incorporated herein by
reference to Exhibit 10.1 to PepsiCo, Inc.’s Quarterly Report on Form 10-Q for the
quarterly period ended March 21, 2020.*
10.23 Form of Annual Long-Term Incentive Award Agreement, which is incorporated herein by
reference to Exhibit 10.1 to PepsiCo, Inc.’s Quarterly Report on Form 10-Q for the
quarterly period ended March 20, 2021.*
21
23
24
31
10.24 Form of Annual Long-Term Incentive Agreement, which is incorporated herein by
reference to Exhibit 10.1 to PepsiCo, Inc.’s Quarterly Report on Form 10-Q for the
quarterly period ended March 19, 2022.*
Subsidiaries of PepsiCo, Inc.
Consent of KPMG LLP.
Power of Attorney.
Certification of our Chief Executive Officer and our Chief Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
Certification of our Chief Executive Officer and our Chief Financial Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
364-Day Credit Agreement, dated as of May 27, 2022, among PepsiCo, as borrower, the
lenders named therein, and Citibank, N.A., as administrative agent, which is incorporated
by reference to Exhibit 99.1 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the
Securities and Exchange Commission on May 27, 2022.
99.1
32
101
99.2 Five-Year Credit Agreement, dated as of May 27, 2022, among PepsiCo, as borrower, the
lenders named therein, and Citibank, N.A., as administrative agent, which is incorporated
by reference to Exhibit 99.2 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the
Securities and Exchange Commission on May 27, 2022.
The following materials from PepsiCo, Inc.’s Annual Report on Form 10-K for the fiscal
year ended December 31, 2022 formatted in iXBRL (Inline eXtensible Business Reporting
Language): (i) the Consolidated Statements of Income, (ii) the Consolidated Statements of
Comprehensive Income, (iii) the Consolidated Statements of Cash Flows, (iv) the
Consolidated Balance Sheets, (v) the Consolidated Statements of Equity and (vi) Notes to
Consolidated Financial Statements.
The cover page from the Company’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2022, formatted in Inline XBRL and contained in Exhibit 101.
104
* Management contracts and compensatory plans or arrangements required to be filed as exhibits pursuant to Item
15(a)(3) of this report.
126
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, PepsiCo has
duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: February 8, 2023
PepsiCo, Inc.
By: /s/ Ramon L. Laguarta
Ramon L. Laguarta
Chairman of the Board of Directors and Chief
Executive Officer
127
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by
the following persons on behalf of PepsiCo and in the capacities and on the date indicated.
SIGNATURE
/s/ Ramon L. Laguarta
Ramon L. Laguarta
/s/ Hugh F. Johnston
Hugh F. Johnston
/s/ Marie T. Gallagher
Marie T. Gallagher
/s/ Segun Agbaje
Segun Agbaje
/s/ Shona L. Brown
Shona L. Brown
/s/ Cesar Conde
Cesar Conde
/s/ Ian M. Cook
Ian M. Cook
/s/ Edith W. Cooper
Edith W. Cooper
/s/ Dina Dublon
Dina Dublon
/s/ Michelle Gass
Michelle Gass
/s/ Dave J. Lewis
Dave J. Lewis
/s/ David C. Page
David C. Page
/s/ Robert C. Pohlad
Robert C. Pohlad
/s/ Daniel Vasella
Daniel Vasella
/s/ Darren Walker
Darren Walker
/s/ Alberto Weisser
Alberto Weisser
TITLE
Chairman of the Board of Directors
and Chief Executive Officer
DATE
February 8, 2023
Vice Chairman, Executive Vice President February 8, 2023
and Chief Financial Officer
February 8, 2023
February 8, 2023
February 8, 2023
February 8, 2023
February 8, 2023
February 8, 2023
February 8, 2023
February 8, 2023
February 8, 2023
February 8, 2023
February 8, 2023
February 8, 2023
February 8, 2023
February 8, 2023
Senior Vice President and Controller
(Principal Accounting Officer)
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
128
Reconciliation of GAAP and
Non-GAAP Information
In discussing financial results and guidance, we refer to the
Acquisition and divestiture-related charges: Primarily fair
following measures which are not in accordance with GAAP:
value adjustments to the acquired inventory included in the
organic revenue, core results, core constant currency results
acquisition-date balance sheets, merger and integration
and free cash flow. We use non-GAAP financial measures
charges and costs associated with divestitures. Merger
internally to make operating and strategic decisions,
and integration charges include liabilities to support
including the preparation of our annual operating plan,
socioeconomic programs in South Africa, gains associated
evaluation of our overall business performance and as a
with contingent consideration, employee-related costs,
factor in determining compensation for certain employees.
contract termination costs, closing costs and other
We believe presenting non-GAAP financial measures
integration costs. Divestiture-related charges reflect
provides additional information to facilitate comparison of
transaction expenses, including consulting, advisory and
our historical operating results and trends in our underlying
other professional fees.
operating results, and provides additional transparency on
how we evaluate our business. We also believe presenting
Gain associated with the Juice Transaction: Gain associated
these measures allows investors to view our performance
with the Juice Transaction in our PepsiCo Beverages North
using the same measures that we use in evaluating our
America and Europe divisions.
financial and business performance and trends.
Impairment and other charges: Comprised of Russia-Ukraine
We consider quantitative and qualitative factors in assessing
conflict charges, brand portfolio impairment charges and
whether to adjust for the impact of items that may be
other impairment charges as described below.
significant or that could affect an understanding of our
ongoing financial and business performance or trends. For
Russia-Ukraine conflict charges: In connection with the
further information regarding these non-GAAP financial
deadly conflict in Ukraine, charges related to indefinite-
measures, including further information on the excluded
lived intangible assets and property, plant and
items for the periods presented, see “Non-GAAP Measures,”
equipment impairment, allowance for expected credit
“Items Affecting Comparability” and “Our Liquidity and
losses, inventory write-downs and other costs.
Capital Resources” in “Item 7. Management’s Discussion and
Analysis of Financial Condition and Results of Operations”
Brand portfolio impairment charges: Intangible
in our Annual Report on Form 10-K. The core non-GAAP
asset, investment and property, plant and equipment
financial measures contained in this Annual Report exclude
impairments and other charges as a result of
the impact of the following items:
management’s decision to reposition or discontinue
the sale/distribution of certain brands and to sell an
Mark-to-market net impact: Mark-to-market net gains and
investment.
losses on commodity derivatives in corporate unallocated
expenses. These gains and losses are subsequently reflected
Other impairment charges: Impairment charges related
in division results when the divisions recognize the cost of
to certain of our indefinite-lived intangible assets which
the underlying commodity in operating profit.
reflect an increase in the weighted-average cost of
capital as well as our most current estimates of future
Restructuring and impairment charges: Expenses related to
the multi-year productivity plan publicly announced in 2019,
financial performance.
which was expanded and extended through the end of 2028
Pension and retiree medical-related impact: Primarily
to take advantage of additional opportunities within the
settlement charges related to lump sum distributions
initiatives of the plan.
exceeding the total of annual service and interest costs, as
well as curtailment gains.
PepsiCo Annual Report 2022 129
Charge related to cash tender offers: Charge primarily
and nonconsolidated equity investees. We believe organic
representing the tender price paid over the carrying value of
revenue growth provides useful information in evaluating
the tendered notes and loss on treasury rate locks used to
the results of our business because it excludes items that we
mitigate the interest rate risk on the cash tender offers.
believe are not indicative of ongoing performance or that we
Tax benefit related to the IRS audit: A non-cash tax benefit
resulting from our agreement with the IRS to settle one of
Division operating profit is the aggregation of the operating
the issues assessed in the 2014 through 2016 tax audit. The
profit for each of our reportable segments, which excludes
agreement covers tax years 2014 through 2019.
the impact of corporate unallocated expenses.
believe impact comparability with the prior year.
Tax expense related to the TCJ Act: Adjustments to the
Free cash flow is a measure management uses to monitor
mandatory transition tax liability under the TCJ Act.
cash flow performance. We define free cash flow as net cash
provided by operating activities less capital spending, plus
Additionally, organic revenue growth is a measure that
sales of property, plant and equipment. Since net capital
adjusts for the impacts of foreign exchange translation,
spending is essential to our product innovation initiatives and
acquisitions, divestitures and other structural changes,
and every five or six years, the impact of the 53rd reporting
week, including in our 2022 financial results. Adjusting
maintaining our operational capabilities, we believe that it is
a recurring and necessary use of cash. As such, we believe
investors should also consider net capital spending when
for acquisitions and divestitures reflects mergers and
evaluating our cash from operating activities.
acquisitions activity, including the impact in 2021 of an extra
month of net revenue for our acquisitions of Pioneer Foods
Non-GAAP information should be considered as
in our Africa, Middle East and South Asia division and Be &
supplemental in nature and is not meant to be considered
Cheery in our Asia Pacific, Australia and New Zealand and
in isolation or as a substitute for the related financial
China Region division as we aligned the reporting calendars
information prepared in accordance with U.S. GAAP. In
of these acquisitions with those of our divisions, as well
addition, our non-GAAP financial measures may not be
as divestitures and other structural changes, including
the same as or comparable to similar non-GAAP financial
changes in ownership or control in consolidated subsidiaries
measures presented by other companies.
Operating Profit Reconciliation
Reported operating profit, GAAP measure
Mark-to-market net impact
Restructuring and impairment charges
Acquisition and divestiture-related charges
Gain associated with the Juice Transaction
Impairment and other charges
Core operating profit, non-GAAP measure
Impact of foreign exchange translation
Core constant currency % change, non-GAAP measure
Note — Dollars are presented in millions.
Year Ended
December 31,
2022
$ 11,512
December 25,
2021
$ 11,162
% Change
3 %
62
380
74
(3,321)
3,618
$ 12,325
19
237
(4)
—
—
$ 11,414
8 %
2 %
10 %
130 PepsiCo Annual Report 2022
Diluted EPS Reconciliation
Reported diluted EPS, GAAP measure
Mark-to-market net impact
Restructuring and impairment charges
Acquisition and divestiture-related charges
Gain associated with the Juice Transaction
Impairment and other charges
Pension and retiree medical-related impact
Charge related to cash tender offers
Tax benefit related to the IRS audit
Tax expense related to the TCJ Act
Core diluted EPS, non-GAAP measure
Impact of foreign exchange translation
Core constant currency diluted EPS growth, non-GAAP
measure
Year Ended
December 31,
2022
December 25,
2021
$ 6.42
0.03
0.24
0.05
(2.08)
2.12
0.17
—
(0.23)
0.06
$ 6.79
$ 5.49
0.01
0.15
(0.02)
—
—
0.01
0.49
—
0.14
$ 6.26
Net Cash Provided by Operating Activities Reconciliation
Year Ended
December 31,
2022
December 25,
2021
$ 10,811
(5,207)
251
$ 5,855
$ 11,616
(4,625)
166
$ 7,157
Net cash provided by operating activities, GAAP measure
Capital spending
Sales of property, plant and equipment
Free cash flow, non-GAAP measure
Net Revenue Growth Reconciliation
Impact of
Reported
% change,
GAAP measure
Foreign
exchange
translation
Acquisitions
and
divestitures
53rd
reporting
week
Year ended December 31, 2022
Quarter ended December 31, 2022
Quarter ended September 3, 2022
Quarter ended June 11, 2022
Quarter ended March 19, 2022
Quarter ended December 25, 2021
9%
11%
9%
5%
9%
12%
3
3
3
3
1
—
4
4
4
5
3
(0.5)
(1)
(4)
—
—
—
—
Note — Dollars are presented in millions, except per share amounts. Certain amounts above may not sum due to rounding.
% Change
17 %
9 %
2 %
11 %
% Change
(7)%
(18)%
Organic
% change,
non-GAAP
measure
14%
15%
16%
13%
14%
12%
PepsiCo Annual Report 2022 131
Division Operating Profit Reconciliation
Year Ended December 31, 2022
% of
Reported
division
operating
profit
Reported,
GAAP
measure
Mark-to-
market net
impact
Restruc-
turing and
impairment
charges
Impact of
Acquisition
and
divestiture-
related
charges
Gain
associated
with the
Juice
Transaction
Impairment
and other
charges
Core,
non-GAAP
measure
% of Core
division
operating
profit
Frito-Lay North
America
$ 6,135
45
$ —
$ 46
$ —
$ —
$ 88
$ 6,269
44
Quaker Foods North
America
604
4
PepsiCo Beverages
North America
5,426
40
Latin America
1,627
12
Europe
(1,380)
(10)
Africa, Middle East and
South Asia
Asia Pacific, Australia
and New Zealand and
China Region
666
537
5
4
Division operating
profit
13,615
—
—
—
—
—
—
—
7
68
32
109
12
16
290
Corporate unallocated
expenses
(2,103)
62
90
—
51
—
14
3
—
68
6
—
—
611
4
(3,029)
160
2,676
19
—
71
1,730
12
(292)
2,932
1,383
10
—
—
190
871
177
730
6
5
(3,321)
3,618
14,270
—
—
(1,945)
Operating profit
$ 11,512
$ 62
$ 380
$ 74
$ (3,321)
$3,618
$12,325
Note — Dollars are presented in millions.
132 PepsiCo Annual Report 2022
Common Stock Information
Stock Trading Symbol — PEP
Stock Exchange Listings
The Nasdaq Global Select Market is the principal market for our
common stock, which is also listed on the SIX Swiss Exchange.
Dividend Policy
Dividends are usually declared in February, May, July and November
and paid at the end of March, June and September and the beginning
of January.
On February 1, 2023, the Board of Directors of PepsiCo declared
a quarterly dividend of $1.15 per share, payable March 31, 2023, to
shareholders of record on March 3, 2023. For the remainder of 2023,
the record dates for these dividend payments are expected to be
June 2, September 1 and December 1, 2023, subject to approval of
the Board of Directors. On February 9, 2023, we announced a 10.0%
increase in our annualized dividend to $5.06 per share from $4.60 per
share, effective with the dividend expected to be paid in June 2023.
We have paid consecutive quarterly cash dividends since 1965.
Year-End Market Price of Stock
Based on calendar year-end (in U.S. Dollars)
Annualized Cash Dividends Declared
Per share (in U.S. Dollars)
$200
$175
$150
$125
$100
2018
2019
2020
2021
2022
The closing price for a share of PepsiCo common stock on The
Nasdaq Global Select Market for the years ended 2018 – 2022
was the price reported by Bloomberg. Past performance is not
necessarily indicative of future stock price performance.
2022
2021
2020
2019
2018
$4.5250
$4.2475
$4.0225
$3.7925
$3.5875
Comparison of Cumulative Total Shareholder Return
(in U.S. Dollars)
The graph below matches PepsiCo Inc.’s cumulative five-year total shareholder return on common stock with the cumulative
total returns of the S&P 500® index, and the S&P® Average of Industry Groups index.* The graph tracks the performance of a $100
investment in our common stock and in each index (with the reinvestment of all dividends) from 12/31/2017 to 12/31/2022.
PepsiCo, Inc.
S&P 500
S&P Avg. of Ind. Groups*
$250
$200
$1 50
$100
$50
$0
12/17
12/18
12/19
12/20
12/21
12/22
* The S&P Average of Industry Groups is derived by weighting the returns of two applicable S&P Industry Groups (the S&P Packaged Foods
and Meats and S&P Soft Drink indices which are industry groups relating to non-alcoholic beverages and foods) based on PepsiCo’s sales in
its beverage and foods businesses. The returns for PepsiCo, the S&P 500 and the S&P Average for Industry Groups are calculated through
December 31, 2022.
12/17
12/18
12/19
12/20
12/21
12/22
PepsiCo, Inc.
S&P 500®
$100
$100
S&P® Average of Industry Groups*
$100
$95
$96
$90
$121
$126
$115
$135
$149
$123
$163
$192
$140
$174
$157
$153
The stock price performance included in this graph is not necessarily indicative of future stock price performance.
PepsiCo Annual Report 2022 133
Shareholder Information
Annual Meeting
The Annual Meeting of Shareholders will be conducted in a virtual-
only format on Wednesday, May 3, 2023, at 9 a.m. Eastern Daylight
time at www.virtualshareholdermeeting.com/PEP2023. The webcast
will open for shareholders at approximately 8:45 a.m. Eastern Daylight
time and begin promptly at 9 a.m. Eastern Daylight time. Proxies for
the meeting will be solicited by an independent proxy solicitor. This
Annual Report is not part of the proxy solicitation.
Inquiries Regarding Your Stock Holdings
Registered Shareholders (shares held by you in your name) should
address communications concerning transfers, statements, dividend
payments, address changes, lost certificates and other administrative
matters to:
Computershare Inc.
150 Royall Street, Suite 101
Canton, MA 02021
Telephone: 800-226-0083
201-680-6578 (outside the U.S.)
Email:
web.queries@computershare.com
Website:
www.computershare.com/investor
or
Shareholder Relations
PepsiCo, Inc.
700 Anderson Hill Road
Purchase, NY 10577
Email: investor@pepsico.com
In all correspondence or telephone inquiries, please mention PepsiCo,
the name in which your shares are registered, your holder ID, your
address and your telephone number.
Long-Term Incentive Plan Participants
Associates who received Long-Term Incentive awards should address
all questions regarding their account, including outstanding options
or shares received through option exercises or vesting event to:
Morgan Stanley
Global Stock Plan Services
P.O. Box 182616
Columbus, OH 43218-2616
Telephone: 844-4-PEP-LTI (U.S. and Canada)
614-414-8060 (all other locations)
Email: PEP@morganstanley.com
PepsiCo Savings Plan Participants
Associates should address all questions regarding their account to:
Fidelity
P.O. Box 770003
Cincinnati, OH 45277-0065
Telephone: 800-632-2014
Website: www.netbenefits.com/pepsico
PepsiCo Stock Purchase Program
Participants
Associates should address all questions regarding their account to:
Fidelity
P.O. Box 770001
Cincinnati, OH 45277-0002
Telephone: 800-632-2014
Website: www.netbenefits.com/pepsico
Please have a copy of your most recent
statement available when calling with inquiries.
Forward-Looking Statements
This Annual Report contains statements reflecting our views
These forward-looking statements are based on currently
about our future performance that constitute “forward-
available information, operating plans and projections
looking statements” within the meaning of the Private
about future events and trends. They inherently involve risks
Securities Litigation Reform Act of 1995 (Reform Act).
and uncertainties that could cause actual results to differ
Statements that constitute forward-looking statements
materially from those predicted in any such forward-looking
within the meaning of the Reform Act are generally identified
statement. These risks and uncertainties include, but are
through the inclusion of words such as “aim,” “anticipate,”
not limited to, those described in “Item 1A. Risk Factors” and
“believe,” “drive,” “estimate,” “expect,” “expressed confidence,”
“Item 7. Management’s Discussion and Analysis of Financial
“forecast,” “future,” “goal,” “guidance,” “intend,” “may,”
Condition and Results of Operations — Our Business — Our
“objective,” “outlook,” “plan,” “position,” “potential,” “project,”
Business Risks” in our Annual Report on Form 10-K included
“seek,” “should,” “strategy,” “target,” “will” or similar statements
herewith. Investors are cautioned not to place undue reliance
or variations of such words and other similar expressions. All
on any such forward-looking statements, which speak only
statements addressing our future operating performance,
as of the date they are made. We undertake no obligation to
and statements addressing events and developments that
update any forward-looking statement, whether as a result of
we expect or anticipate will occur in the future, are forward-
new information, future events or otherwise.
looking statements within the meaning of the Reform Act.
134 PepsiCo Annual Report 2022
Corporate Information
Corporate Headquarters
PepsiCo, Inc.
700 Anderson Hill Road
Purchase, NY 10577
Telephone: 914-253-2000
PepsiCo Website
www.pepsico.com
Direct Stock Purchase
Interested investors can make their initial purchase directly through
Computershare, transfer agent for PepsiCo and Administrator for the
Plan. Please contact our transfer agent for more information.
Computershare Inc.
150 Royall Street, Suite 101
Canton, MA 02021
Telephone: 800-226-0083
201-680-6578 (outside the U.S.)
Email: web.queries@computershare.com
Website: www.computershare.com/investor
Other services include dividend reinvestment, direct deposit of
dividends, optional cash investments by electronic funds transfer or
check drawn on a U.S. bank, sale of shares, online account access
and electronic delivery of shareholder materials.
Independent Auditors
KPMG LLP
345 Park Avenue
New York, NY 10154-0102
Telephone: 212-758-9700
Additional Information
PepsiCo’s Annual Report contains many of the valuable trademarks
owned and/or used by PepsiCo and its subsidiaries and affiliates in
the U.S. and internationally to distinguish products and services of
outstanding quality. All other trademarks featured herein are the
property of their respective owners.
© 2023 PepsiCo, Inc.
Environmental Profile
This Annual Report was printed with Forest Stewardship Council®
(FSC®)–certified paper, the use of 100% certified renewable wind
power resources and vegetable-based ink. PepsiCo continues to
reduce the costs and environmental impact of annual report printing
and mailing by utilizing a distribution model that drives increased
online readership and fewer printed copies. You can learn more about
our environmental efforts at www.pepsico.com.
.
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