PEPSICO INC 10-K

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. OUR BUSINESS Executive Overview 30 Our Operations 31 Other Relationships 31 Our Business Risks 31 OUR FINANCIAL RESULTS Results of Operations – Consolidated Review 37 Results of Operations – Division Review 39 FLNA 41 QFNA 41 PBNA 42 LatAm 42 Europe 42 AMESA 43 APAC 43 Non-GAAP Measures 44 Items Affecting Comparability 46 Our Liquidity and Capital Resources 49 Material Changes in Line Items in Our Consolidated Financial Statements 52 Return on Invested Capital 54 OUR CRITICAL ACCOUNTING POLICIES AND ESTIMATES Revenue Recognition 55 Goodwill and Other Intangible Assets 56 Income Tax Expense and Accruals 57 Pension and Retiree Medical Plans 58 CONSOLIDATED STATEMENT OF INCOME 60 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 61 CONSOLIDATED STATEMENT OF CASH FLOWS 62 CONSOLIDATED BALANCE SHEET 64 CONSOLIDATED STATEMENT OF EQUITY 65 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Note 1 – Basis of Presentation and Our Divisions 66 Note 2 – Our Significant Accounting Policies 72 Note 3 – Restructuring and Impairment Charges 76 Note 4 – Intangible Assets 78 Note 5 – Income Taxes 81 Note 6 – Share-Based Compensation 85 Note 7 – Pension, Retiree Medical and Savings Plans 88 Note 8 – Debt Obligations 95 Note 9 – Financial Instruments 97 Note 10 – Net Income Attributable to PepsiCo per Common Share 101 Note 11 – Accumulated Other Comprehensive Loss Attributable to PepsiCo 102 Note 12 – Leases 103 Note 13 – Acquisitions and Divestitures 105 Note 14 – Supplemental Financial Information 108 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 110 GLOSSARY 114 29 Table of Contents 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 Table of Contents • 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 Table of Contents (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 Table of Contents 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 i mpairment 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 conflic t, 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 m itigate 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 Table of Contents 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 Table of Contents 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 Table of Contents 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 Table of Contents 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 (53 rd reporting week). Unit volume growth excludes the impact of the 53 rd 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 Table of Contents Consolidated Net Revenue and Operating Profit 2022 2021 Change Net revenue $ 86,392 $ 79,474 9 % Operating profit $ 11,512 $ 11,162 3 % Operating margin 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 53 rd 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 2022 2021 Change Other pension and retiree medical benefits income $ 132 $ 522 $ (390) Net interest expense and other $ (939) $ (1,863) $ 924 Annual tax rate 16.1 % 21.8 % Net income attributable to PepsiCo $ 8,910 $ 7,618 17 % Net income attributable to PepsiCo per common share – diluted $ 6.42 $ 5.49 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 Table of Contents 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 53 rd reporting week Organic % Change, Non-GAAP Measure (a ) Organic volume (b) Effective net pricing FLNA 19 % — — (2) 17 % — 17 QFNA 15 % 0.5 — (2) 13 % (3) 16 PBNA 4 % — 9 (2) 11 % 1 10 LatAm 21 % — 1 — 21 % 5 16 Europe (2) % 9 5 — 12 % (7) 19 AMESA 6 % 12 2 — 20 % 4 16 APAC 4 % 5 2 — 11 % 4 6 Total 9 % 3 4 (1) 14 % — 14 (a) Amounts may not sum due to rounding. (b) Excludes the impact of acquisitions, divestitures and other structural changes and the 53 rd 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 Table of Contents 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 2022 Items Affecting Comparability (a) Reported, GAAP Measure (b) 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, Non-GAAP Measure (b) FLNA $ 6,135 $ — $ 46 $ — $ — $ 88 $ 6,269 QFNA 604 — 7 — — — 611 PBNA 5,426 — 68 51 (3,029) 160 2,676 LatAm 1,627 — 32 — — 71 1,730 Europe (1,380) — 109 14 (292) 2,932 1,383 AMESA 666 — 12 3 — 190 871 APAC 537 — 16 — — 177 730 Corporate unallocated expenses (2,103) 62 90 6 — — (1,945) Total $ 11,512 $ 62 $ 380 $ 74 $ (3,321) $ 3,618 $ 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 $ 5,633 $ — $ 28 $ 2 $ 5,663 QFNA 578 — — — 578 PBNA 2,442 — 20 11 2,473 LatAm 1,369 — 37 — 1,406 Europe 1,292 — 81 8 1,381 AMESA 858 — 15 10 883 APAC 673 — 7 4 684 Corporate unallocated expenses (1,683) 19 49 (39) (1,654) Total $ 11,162 $ 19 $ 237 $ (4) $ 11,414 (a) See “Items Affecting Comparability.” (b) Includes charges taken as a result of the COVID-19 pandemic. See Note 1 to our consolidated financial statements for further information. (c) 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 Table of Contents Operating Profit/(Loss) Performance and Operating Profit/(Loss) Performance Adjusted for Items Affecting Comparability on a Constant Currency Basis 2022 Impact of Items Affecting Comparability (a) Impact of 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 Core % Change, Non-GAAP Measure (b) Foreign exchange translation Core Constant Currency % Change, Non-GAAP Measure (b) FLNA 9 % — — — — 1.5 11 % — 11 % QFNA 4.5 % — 1 — — — 6 % — 6 % PBNA 122 % — 2 2 (124) 7 8 % — 9 % LatAm 19 % — — — — 4.5 23 % — 23 % Europe (207) % — 2 0.5 (23) 228 — % 7 7 % AMESA (22) % — — (1) — 23 (1) % 9 7 % APAC (20) % — 1 (0.5) — 26 7 % 4 11 % Corporate unallocated expenses 25 % (2.5) (2) (2.5) — — 18 % — 18 % Total 3 % — 1 1 (29) 31 8 % 2 10 % (a) See “Items Affecting Comparability.” (b) Amounts may not sum due to rounding. FLNA Net revenue grew 19%, primarily driven by effective net pricing and a 2-percentage-point contribution from the 53 rd 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 53 rd 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 53 rd 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 53 rd reporting week contributed 2 percentage points to operating profit growth. 41 Table of Contents PBNA Net revenue increased 4%, primarily driven by effective net pricing and an increase in organic volume. The 53 rd 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 53 rd 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 drin ks, 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 Table of Contents 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 Table of Contents 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 Table of Contents 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 53 rd 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 Table of Contents 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: 2022 Cost of sales Gross profit Selling, general and administrative expenses Gain associated with the Juice Transaction Impairment of intangible assets Operating profit Other pension and retiree medical benefits income Provision for income taxes (a) Net income attributable to noncontrolling interests Net income attributable to PepsiCo 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 (52) 52 (10) — — 62 — 14 — 48 Restructuring and impairment charges (33) 33 (347) — — 380 31 77 1 333 Acquisition and divestiture-related charges — — (74) — — 74 6 14 — 66 Gain associated with the Juice Transaction — — — 3,321 — (3,321) — (433) — (2,888) Impairment and other charges (201) 201 (251) — (3,166) 3,618 — 671 — 2,947 Pension and retiree medical-related impact — — — — — — 307 69 — 238 Tax benefit related to the IRS audit — — — — — — — 319 — (319) Tax expense related to the TCJ Act — — — — — — — (86) — 86 Core, Non-GAAP Measure $ 40,290 $ 46,102 $ 33,777 $ — $ — $ 12,325 $ 476 $ 2,372 $ 69 $ 9,421 46 Table of Contents 2021 Cost of sales Gross profit Selling, general and administrative expenses Operating profit 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 Reported, GAAP Measure $ 37,075 $ 42,399 $ 31,237 $ 11,162 $ 522 $ (1,863) $ 2,142 $ 61 $ 7,618 Items Affecting Comparability Mark-to-market net impact (39) 39 20 19 — — 5 — 14 Restructuring and impairment charges (29) 29 (208) 237 10 — 41 1 205 Acquisition and divestiture-related charges (1) 1 5 (4) — — 23 — (27) Pension and retiree medical-related impact — — — — 12 — 1 — 11 Charge related to cash tender offers — — — — — 842 165 — 677 Tax expense related to the TCJ Act — — — — — — (190) — 190 Core, Non-GAAP Measure $ 37,006 $ 42,468 $ 31,054 $ 11,414 $ 544 $ (1,021) $ 2,187 $ 62 $ 8,688 (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. 2022 2021 Change Net income attributable to PepsiCo per common share – diluted, GAAP measure $ 6.42 $ 5.49 17 % Mark-to-market net impact 0.03 0.01 Restructuring and impairment charges 0.24 0.15 Acquisition and divestiture-related charges 0.05 (0.02) Gain associated with the Juice Transaction (2.08) — Impairment and other charges 2.12 — Pension and retiree medical-related impact 0.17 0.01 Charge related to cash tender offers — 0.49 Tax benefit related to the IRS audit (0.23) — Tax expense related to the TCJ Act 0.06 0.14 Core net income attributable to PepsiCo per common share – diluted, non-GAAP measure $ 6.79 (a) $ 6.26 (a) 9 % Impact of foreign exchange translation 2 Growth in core net income attributable to PepsiCo per common share – diluted, on a constant currency basis, non-GAAP measure 11 % (a) Does not sum due to rounding. Mark-to-Market Net Impact We centrally manage commodity derivatives on behalf of our divisions. These commodity derivatives include agricultural products, energy and metals. Commodity derivatives that do not qualify for hedge accounting treatment are marked to market each period with the resulting gains and losses recorded in corporate unallocated expenses as either cost of sales or selling, general and administrative expenses, depending on the underlying commodity. These gains and losses are subsequently reflected in division results when the divisions recognize the cost of the underlying commodity in operating profit. Therefore, the divisions realize the economic effects of the derivative without experiencing any resulting mark-to-market volatility, which remains in corporate unallocated expenses. Restructuring and Impairment Charges 2019 Multi-Year Productivity Plan The 2019 Productivity Plan, publicly announced on February 15, 2019, 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 Table of Contents 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 Table of Contents 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 Table of Contents 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 Table of Contents The table below summarizes our cash activity: 2022 2021 Net cash provided by operating activities $ 10,811 $ 11,616 Net cash used for investing activities $ (2,430) $ (3,269) Net cash used for financing activities $ (8,523) $ (10,780) Operating Activities 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 Table of Contents 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.” 2022 2021 Change Net cash provided by operating activities, GAAP measure $ 10,811 $ 11,616 (7) % Capital spending (5,207) (4,625) Sales of property, plant and equipment 251 166 Free cash flow, non-GAAP measure $ 5,855 $ 7,157 (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 Table of Contents Material changes in line items in our consolidated balance sheet are discussed below: 2022 Change (a) Decrease in cash and cash equivalents (b) $ (0.6) Increase in accounts and notes receivable, net (c) $ 1.5 Increase in inventories (d) $ 0.9 Decrease in assets held for sale (e) $ (1.8) Increase in property, plant and equipment, net (f) $ 1.9 Decrease in other indefinite-lived intangible assets (g) $ (2.8) Increase in investments in noncontrolled affiliates (h) $ 0.7 Increase in other assets (i) $ 0.8 Decrease in short-term debt obligations (j) $ (0.9) Increase in accounts payable and other current liabilities (k) $ 2.2 Decrease in liabilities held for sale (e) $ (0.8) Decrease in deferred income taxes (l) $ (0.7) Decrease in other liabilities (m) $ (0.8) (a) In billions. (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 Table of Contents Return on Invested Capital ROIC is a non-GAAP financial measure. For further information on ROIC, see “Non-GAAP Measures.” 2022 2021 Net income attributable to PepsiCo $ 8,910 $ 7,618 Interest expense 1,119 1,988 Tax on interest expense (248) (441) $ 9,781 $ 9,165 Average debt obligations (a) $ 39,595 $ 42,341 Average common shareholders’ equity (b) 17,785 14,924 Average invested capital $ 57,380 $ 57,265 ROIC, non-GAAP measure 17.0 % 16.0 % (a) Includes a quarterly average of short-term and long-term debt obligations. (b) 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. 2022 2021 ROIC, non-GAAP measure 17.0 % 16.0 % Impact of: Average cash, cash equivalents and short-term investments 2.1 2.2 Interest income (0.3) (0.2) Tax on interest income 0.1 — Mark-to-market net impact 0.1 0.1 Restructuring and impairment charges 0.3 0.2 Acquisition and divestiture-related charges 0.1 (0.1) Gain associated with the Juice Transaction (3.3) — Impairment and other charges 3.7 — Pension and retiree medical-related impact 0.3 (0.1) Charge related to cash tender offers (0.2) — Tax benefit related to the IRS audit (0.4) — Tax expense related to the TCJ Act 0.1 0.3 Core Net ROIC, non-GAAP measure 19.6 % 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 Table of Contents 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 produc ts. 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 Table of Contents 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 Table of Contents 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 Table of Contents 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 Table of Contents 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: 2023 2022 2021 Pension Service cost discount rate (a) 5.5 % 3.2 % 2.6 % Interest cost discount rate (a) 5.4 % 2.9 % 1.9 % Expected rate of return on plan assets (a) 7.0 % 6.3 % 6.2 % Expected rate of salary increases 3.3 % 3.1 % 3.1 % Retiree medical Service cost discount rate 5.4 % 2.8 % 2.3 % Interest cost discount rate 5.3 % 2.1 % 1.6 % Expected rate of return on plan assets 7.1 % 5.7 % 5.4 % Current health care cost trend rate 5.5 % 5.8 % 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 Amount Discount rates used in the calculation of expense $ 13 Expected rate of return $ 38 Funding 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 Table of Contents 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 2020 Net Revenue $ 86,392 $ 79,474 $ 70,372 Cost of sales 40,576 37,075 31,797 Gross profit 45,816 42,399 38,575 Selling, general and administrative expenses 34,459 31,237 28,453 Gain associated with the Juice Transaction (see Note 13) ( 3,321 ) — — Impairment of intangible assets (see Notes 1 and 4) 3,166 — 42 Operating Profit 11,512 11,162 10,080 Other pension and retiree medical benefits income 132 522 117 Net interest expense and other ( 939 ) ( 1,863 ) ( 1,128 ) Income before income taxes 10,705 9,821 9,069 Provision for income taxes 1,727 2,142 1,894 Net income 8,978 7,679 7,175 Less: Net income attributable to noncontrolling interests 68 61 55 Net Income Attributable to PepsiCo $ 8,910 $ 7,618 $ 7,120 Net Income Attributable to PepsiCo per Common Share Basic $ 6.45 $ 5.51 $ 5.14 Diluted $ 6.42 $ 5.49 $ 5.12 Weighted-average common shares outstanding Basic 1,380 1,382 1,385 Diluted 1,387 1,389 1,392 See accompanying notes to the consolidated financial statements. 60 Table of Contents 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 2021 2020 Net income $ 8,978 $ 7,679 $ 7,175 Other comprehensive (loss)/income, net of taxes: Net currency translation adjustment ( 643 ) ( 369 ) ( 650 ) Net change on cash flow hedges ( 158 ) 155 7 Net pension and retiree medical adjustments 389 770 ( 532 ) Other 4 22 ( 1 ) ( 408 ) 578 ( 1,176 ) Comprehensive income 8,570 8,257 5,999 Less: Comprehensive income attributable to noncontrolling interests 64 61 55 Comprehensive Income Attributable to PepsiCo $ 8,506 $ 8,196 $ 5,944 See accompanying notes to the consolidated financial statements. 61 Table of Contents 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 $ 8,978 $ 7,679 $ 7,175 Depreciation and amortization 2,763 2,710 2,548 Gain associated with the Juice Transaction ( 3,321 ) — — Impairment and other charges 3,618 — — Operating lease right-of-use asset amortization 517 505 478 Share-based compensation expense 343 301 264 Restructuring and impairment charges 411 247 289 Cash payments for restructuring charges ( 224 ) ( 256 ) ( 255 ) Acquisition and divestiture-related charges 80 ( 4 ) 255 Cash payments for acquisition and divestiture-related charges ( 46 ) ( 176 ) ( 131 ) Pension and retiree medical plan expenses 419 123 408 Pension and retiree medical plan contributions ( 384 ) ( 785 ) ( 562 ) Deferred income taxes and other tax charges and credits ( 873 ) 298 361 Tax expense related to the TCJ Act 86 190 — Tax payments related to the TCJ Act ( 309 ) ( 309 ) ( 78 ) Change in assets and liabilities: Accounts and notes receivable ( 1,763 ) ( 651 ) ( 420 ) Inventories ( 1,142 ) ( 582 ) ( 516 ) Prepaid expenses and other current assets 118 159 26 Accounts payable and other current liabilities 1,842 1,762 766 Income taxes payable 57 30 ( 159 ) Other, net ( 359 ) 375 164 Net Cash Provided by Operating Activities 10,811 11,616 10,613 Investing Activities Capital spending ( 5,207 ) ( 4,625 ) ( 4,240 ) Sales of property, plant and equipment 251 166 55 Acquisitions, net of cash acquired, investments in noncontrolled affiliates and purchases of intangible and other assets ( 873 ) ( 61 ) ( 6,372 ) Proceeds associated with the Juice Transaction 3,456 — — Other divestitures, sales of investments in noncontrolled affiliates and other assets 49 169 6 Short-term investments, by original maturity: More than three months - purchases ( 291 ) — ( 1,135 ) More than three months - maturities 150 1,135 — Three months or less, net 24 ( 58 ) 27 Other investing, net 11 5 40 Net Cash Used for Investing Activities ( 2,430 ) ( 3,269 ) ( 11,619 ) (Continued on following page) 62 Table of Contents 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 Financing Activities Proceeds from issuances of long-term debt $ 3,377 $ 4,122 $ 13,809 Payments of long-term debt ( 2,458 ) ( 3,455 ) ( 1,830 ) Debt redemptions/cash tender offers ( 1,716 ) ( 4,844 ) ( 1,100 ) Short-term borrowings, by original maturity: More than three months - proceeds 1,969 8 4,077 More than three months - payments ( 1,951 ) ( 397 ) ( 3,554 ) Three months or less, net ( 31 ) 434 ( 109 ) Payments of acquisition-related contingent consideration — ( 773 ) — Cash dividends paid ( 6,172 ) ( 5,815 ) ( 5,509 ) Share repurchases - common ( 1,500 ) ( 106 ) ( 2,000 ) Proceeds from exercises of stock options 138 185 179 Withholding tax payments on restricted stock units (RSUs) and performance stock units (PSUs) converted ( 107 ) ( 92 ) ( 96 ) Other financing ( 72 ) ( 47 ) ( 48 ) Net Cash (Used for)/Provided by Financing Activities ( 8,523 ) ( 10,780 ) 3,819 Effect of exchange rate changes on cash and cash equivalents and restricted cash ( 465 ) ( 114 ) ( 129 ) Net (Decrease)/Increase in Cash and Cash Equivalents and Restricted Cash ( 607 ) ( 2,547 ) 2,684 Cash and Cash Equivalents and Restricted Cash, Beginning of Year 5,707 8,254 5,570 Cash and Cash Equivalents and Restricted Cash, End of Year $ 5,100 $ 5,707 $ 8,254 See accompanying notes to the consolidated financial statements. 63 Table of Contents Consolidated Balance Sheet PepsiCo, Inc. and Subsidiaries December 31, 2022 and December 25, 2021 (in millions except per share amounts) 2022 2021 ASSETS Current Assets Cash and cash equivalents $ 4,954 $ 5,596 Short-term investments 394 392 Accounts and notes receivable, net 10,163 8,680 Inventories 5,222 4,347 Prepaid expenses and other current assets 806 980 Assets held for sale — 1,788 Total Current Assets 21,539 21,783 Property, Plant and Equipment, net 24,291 22,407 Amortizable Intangible Assets, net 1,277 1,538 Goodwill 18,202 18,381 Other Indefinite-Lived Intangible Assets 14,309 17,127 Investments in Noncontrolled Affiliates 3,073 2,350 Deferred Income Taxes 4,204 4,310 Other Assets 5,292 4,481 Total Assets $ 92,187 $ 92,377 LIABILITIES AND EQUITY Current Liabilities Short-term debt obligations $ 3,414 $ 4,308 Accounts payable and other current liabilities 23,371 21,159 Liabilities held for sale — 753 Total Current Liabilities 26,785 26,220 Long-Term Debt Obligations 35,657 36,026 Deferred Income Taxes 4,133 4,826 Other Liabilities 8,339 9,154 Total Liabilities 74,914 76,226 Commitments and contingencies PepsiCo Common Shareholders’ Equity Common stock, par value 1 2 / 3 ¢ per share (authorized 3,600 shares; issued, net of repurchased common stock at par value: 1,377 and 1,383 shares, respectively) 23 23 Capital in excess of par value 4,134 4,001 Retained earnings 67,800 65,165 Accumulated other comprehensive loss ( 15,302 ) ( 14,898 ) Repurchased common stock, in excess of par value ( 490 and 484 shares, respectively) ( 39,506 ) ( 38,248 ) Total PepsiCo Common Shareholders’ Equity 17,149 16,043 Noncontrolling interests 124 108 Total Equity 17,273 16,151 Total Liabilities and Equity $ 92,187 $ 92,377 See accompanying notes to the consolidated financial statements. 64 Table of Contents 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) 2022 2021 2020 Shares Amount Shares Amount Shares Amount Common Stock Balance, beginning of year 1,383 $ 23 1,380 $ 23 1,391 $ 23 Change in repurchased common stock ( 6 ) — 3 — ( 11 ) — Balance, end of year 1,377 23 1,383 23 1,380 23 Capital in Excess of Par Value Balance, beginning of year 4,001 3,910 3,886 Share-based compensation expense 346 302 263 Stock option exercises, RSUs and PSUs converted ( 102 ) ( 118 ) ( 143 ) Withholding tax on RSUs and PSUs converted ( 107 ) ( 92 ) ( 96 ) Other ( 4 ) ( 1 ) — Balance, end of year 4,134 4,001 3,910 Retained Earnings Balance, beginning of year 65,165 63,443 61,946 Cumulative effect of accounting changes — — ( 34 ) Net income attributable to PepsiCo 8,910 7,618 7,120 Cash dividends declared - common (a) ( 6,275 ) ( 5,896 ) ( 5,589 ) Balance, end of year 67,800 65,165 63,443 Accumulated Other Comprehensive Loss Balance, beginning of year ( 14,898 ) ( 15,476 ) ( 14,300 ) Other comprehensive (loss)/income attributable to PepsiCo ( 404 ) 578 ( 1,176 ) Balance, end of year ( 15,302 ) ( 14,898 ) ( 15,476 ) Repurchased Common Stock Balance, beginning of year ( 484 ) ( 38,248 ) ( 487 ) ( 38,446 ) ( 476 ) ( 36,769 ) Share repurchases ( 9 ) ( 1,500 ) ( 1 ) ( 106 ) ( 15 ) ( 2,000 ) Stock option exercises, RSUs and PSUs converted 3 240 4 303 4 322 Other — 2 — 1 — 1 Balance, end of year ( 490 ) ( 39,506 ) ( 484 ) ( 38,248 ) ( 487 ) ( 38,446 ) Total PepsiCo Common Shareholders’ Equity 17,149 16,043 13,454 Noncontrolling Interests Balance, beginning of year 108 98 82 Net income attributable to noncontrolling interests 68 61 55 Distributions to noncontrolling interests ( 69 ) ( 49 ) ( 44 ) Acquisitions 21 — 5 Other, net ( 4 ) ( 2 ) — Balance, end of year 124 108 98 Total Equity $ 17,273 $ 16,151 $ 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 Table of Contents 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 53 rd 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 United States and Canada International First Quarter 12 weeks January, February Second Quarter 12 weeks March, April and May Third Quarter 12 weeks June, July and August Fourth Quarter 17 weeks 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 Table of Contents 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: 2022 2021 2020 FLNA 13 % 13 % 13 % QFNA 1 % 1 % 1 % PBNA 20 % 19 % 18 % LatAm 6 % 5 % 6 % Europe 11 % 13 % 16 % AMESA 5 % 6 % 6 % APAC 3 % 2 % 2 % Corporate unallocated expenses 41 % 41 % 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 Table of Contents 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: Net Revenue Operating Profit/(Loss) 2022 2021 2020 2022 (a) 2021 2020 FLNA $ 23,291 $ 19,608 $ 18,189 $ 6,135 $ 5,633 $ 5,340 QFNA 3,160 2,751 2,742 604 578 669 PBNA (b) 26,213 25,276 22,559 5,426 2,442 1,937 LatAm 9,779 8,108 6,942 1,627 1,369 1,033 Europe (b) 12,724 13,038 11,922 ( 1,380 ) 1,292 1,353 AMESA (c) 6,438 6,078 4,573 666 858 600 APAC (c) 4,787 4,615 3,445 537 673 590 Total division 86,392 79,474 70,372 13,615 12,845 11,522 Corporate unallocated expenses — — — ( 2,103 ) ( 1,683 ) ( 1,442 ) Total $ 86,392 $ 79,474 $ 70,372 $ 11,512 $ 11,162 $ 10,080 (a) See below for impairment and other charges taken related to the Russia-Ukraine conflict, brand portfolio impairment and other impairment. (b) 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. (c) 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 Table of Contents 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: 2022 2021 2020 Beverages (a) Convenient Foods Beverages (a) Convenient Foods Beverages (a) Convenient Foods LatAm 10 % 90 % 10 % 90 % 10 % 90 % Europe 50 % 50 % 55 % 45 % 55 % 45 % AMESA 30 % 70 % 30 % 70 % 30 % 70 % APAC 25 % 75 % 20 % 80 % 25 % 75 % PepsiCo 40 % 60 % 45 % 55 % 45 % 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 Cost of sales Selling, general and administrative expenses Impairment of intangible assets (a) Total Impairment charges related to intangible assets $ — $ — $ 1,198 $ 1,198 Impairment charges related to property, plant and equipment 103 22 — 125 Allowance for expected credit losses — 12 — 12 Allowance for inventory write downs 28 1 — 29 Other 9 42 — 51 Total $ 140 $ 77 $ 1,198 $ 1,415 After-tax amount $ 1,124 Impact on net income attributable to PepsiCo per common share $ ( 0.81 ) (a) See Note 4 for further information. For information on our policies for indefinite-lived intangible assets, see Note 2. 69 Table of Contents 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 Cost of sales Selling, general and administrative expenses Impairment of intangible assets (a) 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 — 35 36 71 Loss on sale and impairment of intangible assets related to the sale of certain non-strategic brands Europe 1 10 242 253 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 $ 61 $ 174 $ 413 $ 648 After-tax amount $ 522 Impact on net income attributable to PepsiCo per common share $ ( 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: Other impairment charges Impairment of intangible assets (a) FLNA $ 88 Related to a baked fruit convenient food brand Europe 1,264 Related to the SodaStream brand AMESA 31 Primarily related to certain juice brands from the Pioneer Foods acquisition APAC 172 Related to the Be & Cheery brand Total $ 1,555 After-tax amount $ 1,301 Impact on net income attributable to PepsiCo per common share $ ( 0.94 ) (a) See Note 4 for further information. For information on our policies for indefinite-lived intangible assets, see Note 2. 70 Table of Contents 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: COVID-19 charges 2022 2021 2020 FLNA $ 25 $ 56 $ 229 QFNA 1 2 15 PBNA (a) 23 ( 11 ) 304 LatAm 15 64 102 Europe 5 21 88 AMESA 5 7 33 APAC 21 9 3 Total $ 95 $ 148 $ 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: Total Assets Capital Spending 2022 2021 2022 2021 2020 FLNA $ 11,042 $ 9,763 $ 1,464 $ 1,411 $ 1,189 QFNA 1,245 1,101 93 92 85 PBNA 40,286 37,801 1,714 1,275 1,245 LatAm 7,886 7,272 581 461 390 Europe 16,230 18,472 668 752 730 AMESA 6,143 6,125 307 325 252 APAC 5,452 5,654 241 203 230 Total division 88,284 86,188 5,068 4,519 4,121 Corporate (a) 3,903 6,189 139 106 119 Total $ 92,187 $ 92,377 $ 5,207 $ 4,625 $ 4,240 (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 Table of Contents Amortization of intangible assets and depreciation and other amortization of each division are as follows: Amortization of Intangible Assets Depreciation and Other Amortization 2022 2021 2020 2022 2021 2020 FLNA $ 11 $ 11 $ 10 $ 653 $ 594 $ 550 QFNA — — — 47 46 41 PBNA 22 25 28 930 926 899 LatAm 3 4 4 306 283 251 Europe 30 37 40 357 364 350 AMESA 4 5 3 179 181 149 APAC 8 9 5 92 102 91 Total division 78 91 90 2,564 2,496 2,331 Corporate — — — 121 123 127 Total $ 78 $ 91 $ 90 $ 2,685 $ 2,619 $ 2,458 Net revenue and long-lived assets by country are as follows: Net Revenue Long-Lived Assets (a) 2022 2021 2020 2022 2021 United States $ 49,390 $ 44,545 $ 40,800 $ 38,240 $ 36,324 Mexico 5,472 4,580 3,924 1,933 1,720 Russia 4,118 3,426 3,009 2,538 3,751 Canada 3,536 3,405 2,989 2,678 2,846 China (b) 2,752 2,679 1,732 1,517 1,745 United Kingdom 1,844 2,102 1,882 847 906 South Africa (c) 1,837 2,008 1,282 1,327 1,389 All other countries 17,443 16,729 14,754 12,885 13,399 Total $ 86,392 $ 79,474 $ 70,372 $ 61,965 $ 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. (b) In 2021, the increase in net revenue reflects our acquisition of Be & Cheery. See Note 13 for further information. (c) In 2021, the increase in net revenue reflects our acquisition of Pioneer Foods. See Note 13 for further information. 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 Table of Contents 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 produc ts. 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 Table of Contents 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 Table of Contents 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 Table of Contents 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 co sts associated with the implementation of our initiatives. The total plan pre-tax charges are expected to be incurred by division approximately as follows: FLNA QFNA PBNA LatAm Europe AMESA APAC Corporate Expected pre-tax charges 15 % 1 % 25 % 10 % 25 % 5 % 4 % 15 % A summary of our 2019 Productivity Plan charges is as follows: 2022 2021 2020 Cost of sales $ 33 $ 29 $ 30 Selling, general and administrative expenses 347 208 239 Other pension and retiree medical benefits expense 31 10 20 Total restructuring and impairment charges $ 411 $ 247 $ 289 After-tax amount $ 334 $ 206 $ 231 Impact on net income attributable to PepsiCo per common share $ ( 0.24 ) $ ( 0.15 ) $ ( 0.17 ) 76 Table of Contents 2022 2021 2020 Plan to Date through 12/31/2022 FLNA $ 46 $ 28 $ 83 $ 210 QFNA 7 — 5 19 PBNA 68 20 47 226 LatAm 32 37 31 171 Europe 109 81 48 343 AMESA 12 15 14 82 APAC 16 7 5 77 Corporate 90 49 36 229 380 237 269 1,357 Other pension and retiree medical benefits income 31 10 20 98 Total $ 411 $ 247 $ 289 $ 1,455 Plan to Date through 12/31/2022 Severance and other employee costs $ 807 Asset impairments 190 Other costs 458 Total $ 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 $ 128 $ — $ 21 $ 149 2020 restructuring charges 158 33 98 289 Cash payments (a) ( 138 ) — ( 117 ) ( 255 ) Non-cash charges and translation ( 26 ) ( 33 ) 3 ( 56 ) Liability as of December 26, 2020 122 — 5 127 2021 restructuring charges 120 32 95 247 Cash payments (a) ( 163 ) — ( 93 ) ( 256 ) Non-cash charges and translation ( 15 ) ( 32 ) — ( 47 ) Liability as of December 25, 2021 64 — 7 71 2022 restructuring charges 243 33 135 411 Cash payments (a) ( 90 ) — ( 134 ) ( 224 ) Non-cash charges and translation ( 29 ) ( 33 ) — ( 62 ) Liability as of December 31, 2022 $ 188 $ — $ 8 $ 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 Table of Contents 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: 2022 2021 2020 Average Useful Life (Years) Gross Accumulated Amortization Net Gross Accumulated Amortization Net Acquired franchise rights (a) 56 – 60 $ 837 $ ( 200 ) $ 637 $ 976 $ ( 187 ) $ 789 Customer relationships 10 – 24 571 ( 237 ) 334 623 ( 227 ) 396 Brands 20 – 40 1,097 ( 973 ) 124 1,151 ( 989 ) 162 Other identifiable intangibles 10 – 24 447 ( 265 ) 182 451 ( 260 ) 191 Total $ 2,952 $ ( 1,675 ) $ 1,277 $ 3,201 $ ( 1,663 ) $ 1,538 Amortization expense $ 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: 2023 2024 2025 2026 2027 Five-year projected amortization $ 77 $ 76 $ 74 $ 67 $ 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 Table of Contents In the second quarter of 2022, macroeconomic factors, sanctions and other regul ations 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 Table of Contents 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 FLNA (a) Goodwill $ 465 $ ( 8 ) $ 1 $ 458 $ — $ — $ ( 7 ) $ 451 Brands 340 — — 340 — ( 88 ) ( 1 ) 251 Total 805 ( 8 ) 1 798 — ( 88 ) ( 8 ) 702 QFNA Goodwill 189 — — 189 — — — 189 Brands — — — — — — — — Total 189 — — 189 — — — 189 PBNA (b) Goodwill 12,189 ( 216 ) 1 11,974 — — ( 27 ) 11,947 Reacquired franchise rights 7,107 — — 7,107 — — ( 46 ) 7,061 Acquired franchise rights 1,536 1 1 1,538 230 — ( 10 ) 1,758 Brands (c) 3,122 ( 290 ) ( 324 ) 2,508 — — — 2,508 Total 23,954 ( 505 ) ( 322 ) 23,127 230 — ( 83 ) 23,274 LatAm Goodwill 458 — ( 25 ) 433 — — 3 436 Brands (d) 108 ( 1 ) ( 7 ) 100 — ( 29 ) 4 75 Total 566 ( 1 ) ( 32 ) 533 — ( 29 ) 7 511 Europe (e) Goodwill (f) 3,806 ( 28 ) ( 78 ) 3,700 — — ( 54 ) 3,646 Reacquired franchise rights (f) 496 ( 23 ) ( 32 ) 441 — — ( 20 ) 421 Acquired franchise rights (f) 172 — ( 14 ) 158 — ( 1 ) ( 9 ) 148 Brands (g) (h) 4,072 — 182 4,254 — ( 2,684 ) 94 1,664 Total 8,546 ( 51 ) 58 8,553 — ( 2,685 ) 11 5,879 AMESA Goodwill 1,096 ( 2 ) ( 31 ) 1,063 14 — ( 62 ) 1,015 Brands (i) 214 — ( 9 ) 205 — ( 36 ) ( 13 ) 156 Total 1,310 ( 2 ) ( 40 ) 1,268 14 ( 36 ) ( 75 ) 1,171 APAC Goodwill 554 3 7 564 — — ( 46 ) 518 Brands (c) (j) 445 — 31 476 — ( 172 ) ( 37 ) 267 Total 999 3 38 1,040 — ( 172 ) ( 83 ) 785 Total goodwill 18,757 ( 251 ) ( 125 ) 18,381 14 — ( 193 ) 18,202 Total reacquired franchise rights 7,603 ( 23 ) ( 32 ) 7,548 — — ( 66 ) 7,482 Total acquired franchise rights 1,708 1 ( 13 ) 1,696 230 ( 1 ) ( 19 ) 1,906 Total brands 8,301 ( 291 ) ( 127 ) 7,883 — ( 3,009 ) 47 4,921 Total $ 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. (d) Impairment in 2022 is related to the sale of certain non-strategic brands. See Note 1 for further information. (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 Table of Contents (f) Translation and other primarily reflects the depreciation of the euro in 2021 and the depreciation of British pound and euro, partially offset by appreciation of the Russian ruble in 2022. (g) 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. (i) Impairment in 2022 is primarily related to certain juice brands from the Pioneer Foods acquisition. (j) Impairment in 2022 is related to the Be & Cheery brand. Note 5 — Income Taxes The components of income before income taxes are as follows: 2022 2021 2020 United States $ 7,305 $ 3,740 $ 4,070 Foreign 3,400 6,081 4,999 $ 10,705 $ 9,821 $ 9,069 The provision for income taxes consisted of the following: 2022 2021 2020 Current: U.S. Federal $ 1,137 $ 702 $ 715 Foreign 1,027 955 932 State 246 44 110 2,410 1,701 1,757 Deferred: U.S. Federal 22 375 273 Foreign ( 709 ) ( 14 ) ( 167 ) State 4 80 31 ( 683 ) 441 137 $ 1,727 $ 2,142 $ 1,894 A reconciliation of the U.S. Federal statutory tax rate to our annual tax rate is as follows: 2022 2021 2020 U.S. Federal statutory tax rate 21.0 % 21.0 % 21.0 % State income tax, net of U.S. Federal tax benefit 1.8 1.0 1.2 Lower taxes on foreign results ( 1.5 ) ( 1.6 ) ( 0.8 ) One-time mandatory transition tax - TCJ Act 0.8 1.9 — Juice Transaction ( 2.4 ) — — Tax settlements ( 3.0 ) — — Other, net ( 0.6 ) ( 0.5 ) ( 0.5 ) Annual tax rate 16.1 % 21.8 % 20.9 % Tax Cuts and Jobs Act 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 Table of Contents 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 Table of Contents Deferred tax liabilities and assets are comprised of the following: 2022 2021 Deferred tax liabilities Debt guarantee of wholly-owned subsidiary $ 578 $ 578 Property, plant and equipment 2,126 2,036 Recapture of net operating losses 492 504 Pension liabilities 189 216 Right-of-use assets 534 450 Investment in TBG 186 — Other 232 254 Gross deferred tax liabilities 4,337 4,038 Deferred tax assets Net carryforwards 5,342 4,974 Intangible assets other than nondeductible goodwill 1,614 1,111 Share-based compensation 120 98 Retiree medical benefits 118 147 Other employee-related benefits 349 379 Deductible state tax and interest benefits 144 149 Lease liabilities 534 450 Capitalized research and development 150 — Other 1,050 842 Gross deferred tax assets 9,421 8,150 Valuation allowances ( 5,013 ) ( 4,628 ) Deferred tax assets, net 4,408 3,522 Net deferred tax (assets)/liabilities $ ( 71 ) $ 516 A summary of our valuation allowance activity is as follows: 2022 2021 2020 Balance, beginning of year $ 4,628 $ 4,686 $ 3,599 Provision 492 ( 9 ) 1,082 Other (deductions)/additions ( 107 ) ( 49 ) 5 Balance, end of year $ 5,013 $ 4,628 $ 4,686 83 Table of Contents 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 Years Open to Audit Years Currently Under Audit United States 2014-2021 2014-2019 Mexico 2014-2021 2014-2017 United Kingdom 2020-2021 None Canada (Domestic) 2016-2021 2016-2019 Canada (International) 2010-2021 2010-2019 Russia 2019-2021 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: 2022 2021 Balance, beginning of year $ 1,900 $ 1,621 Additions for tax positions related to the current year 228 222 Additions for tax positions from prior years 206 681 Reductions for tax positions from prior years ( 357 ) ( 558 ) Settlement payments ( 53 ) ( 25 ) Statutes of limitations expiration ( 36 ) ( 39 ) Translation and other ( 21 ) ( 2 ) Balance, end of year $ 1,867 $ 1,900 Carryforwards and Allowances 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 Table of Contents 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: 2022 2021 2020 Share-based compensation expense - equity awards $ 343 $ 301 $ 264 Share-based compensation expense - liability awards 30 20 11 Acquisition and divestiture-related charges 3 — — Restructuring charges — 1 ( 1 ) Total $ 376 $ 322 $ 274 Income tax benefits recognized in earnings related to share-based compensation $ 62 $ 57 $ 48 Excess tax benefits related to share-based compensation $ 44 $ 38 $ 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 Table of Contents 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: 2022 2021 2020 Expected life 7 years 7 years 6 years Risk-free interest rate 1.9 % 1.1 % 0.9 % Expected volatility 16 % 14 % 14 % Expected dividend yield 2.5 % 3.1 % 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: Options (a) Weighted-Average Exercise Price Weighted-Average Contractual Life Remaining (years) Aggregate Intrinsic Value (a) Outstanding at December 25, 2021 10,142 $ 110.54 Granted 2,422 $ 163.54 Exercised ( 1,578 ) $ 87.33 Forfeited/expired ( 482 ) $ 146.13 Outstanding at December 31, 2022 10,504 $ 124.63 6.08 $ 588,549 Exercisable at December 31, 2022 4,892 $ 101.02 3.50 $ 389,547 Expected to vest as of December 31, 2022 5,267 $ 144.58 8.29 $ 190,040 (a) In thousands. 86 Table of Contents 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: RSUs/PSUs (a) Weighted-Average Grant-Date Fair Value Weighted-Average Contractual Life Remaining (years) Aggregate Intrinsic Value (a) Outstanding at December 25, 2021 5,977 $ 127.45 Granted 2,263 $ 163.02 Converted ( 2,051 ) $ 120.03 Forfeited ( 475 ) $ 141.64 Outstanding at December 31, 2022 (b) 5,714 $ 143.02 1.24 $ 1,032,222 Expected to vest as of December 31, 2022 (c) 5,979 $ 141.94 1.17 $ 1,080,138 (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 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 Table of Contents 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 $ 45,792 Granted 18,182 Vested ( 11,364 ) Forfeited ( 2,356 ) Outstanding at December 31, 2022 (c) $ 50,254 $ 68,167 1.17 Expected to vest as of December 31, 2022 $ 46,841 $ 65,835 1.15 (a) In thousands, disclosed at target. (b) In thousands, based on the most recent valuation as of December 31, 2022. (c) The outstanding awards for which the vesting period has not ended as of December 31, 2022, at the threshold, target and maximum 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) 2,422 2,157 1,847 Weighted-average grant-date fair value of options granted $ 19.72 $ 9.88 $ 8.31 Total intrinsic value of options exercised (a) $ 134,580 $ 153,306 $ 155,096 Total grant-date fair value of options vested (a) $ 9,661 $ 10,605 $ 8,652 RSUs/PSUs Total number of RSUs/PSUs granted (a) 2,263 2,636 2,496 Weighted-average grant-date fair value of RSUs/PSUs granted $ 163.02 $ 131.81 $ 131.21 Total intrinsic value of RSUs/PSUs converted (a) $ 329,705 $ 273,878 $ 303,165 Total grant-date fair value of RSUs/PSUs vested (a) $ 196,649 $ 198,469 $ 235,523 (a) In thousands. 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 Table of Contents 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 Table of Contents Selected financial information for our pension and retiree medical plans is as follows: Pension Retiree Medical U.S. International 2022 2021 2022 2021 2022 2021 Change in projected benefit obligation Obligation at beginning of year $ 16,216 $ 16,753 $ 4,175 $ 4,430 $ 954 $ 1,006 Service cost 487 518 64 104 37 33 Interest cost 434 324 90 74 19 15 Plan amendments 10 23 — 3 — — Participant contributions — — 2 3 — — Experience gain ( 3,989 ) ( 215 ) ( 1,284 ) ( 178 ) ( 198 ) ( 17 ) Benefit payments ( 412 ) ( 976 ) ( 127 ) ( 106 ) ( 81 ) ( 83 ) Settlement/curtailment ( 1,109 ) ( 220 ) ( 5 ) ( 99 ) ( 14 ) — Special termination benefits 37 9 — — — — Other, including foreign currency adjustment ( 131 ) — ( 312 ) ( 56 ) ( 3 ) — Obligation at end of year $ 11,543 $ 16,216 $ 2,603 $ 4,175 $ 714 $ 954 Change in fair value of plan assets Fair value at beginning of year $ 15,904 $ 15,465 $ 4,624 $ 4,303 $ 299 $ 315 Actual return on plan assets ( 3,337 ) 1,052 ( 1,026 ) 387 ( 68 ) 20 Employer contributions/funding 235 580 101 158 48 47 Participant contributions — — 2 3 — — Benefit payments ( 412 ) ( 976 ) ( 127 ) ( 106 ) ( 81 ) ( 83 ) Settlement ( 1,117 ) ( 217 ) ( 5 ) ( 52 ) — — Other, including foreign currency adjustment ( 125 ) — ( 374 ) ( 69 ) ( 2 ) — Fair value at end of year $ 11,148 $ 15,904 $ 3,195 $ 4,624 $ 196 $ 299 Funded status $ ( 395 ) $ ( 312 ) $ 592 $ 449 $ ( 518 ) $ ( 655 ) Amounts recognized Other assets $ 225 $ 692 $ 708 $ 564 $ — $ — Other current liabilities ( 56 ) ( 48 ) ( 7 ) ( 1 ) ( 54 ) ( 57 ) Other liabilities ( 564 ) ( 956 ) ( 109 ) ( 114 ) ( 464 ) ( 598 ) Net amount recognized $ ( 395 ) $ ( 312 ) $ 592 $ 449 $ ( 518 ) $ ( 655 ) Amounts included in accumulated other comprehensive loss (pre-tax) Net loss/(gain) $ 3,337 $ 3,550 $ 571 $ 696 $ ( 320 ) $ ( 220 ) Prior service credit ( 21 ) ( 63 ) ( 9 ) ( 11 ) ( 25 ) ( 34 ) Total $ 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 $ 254 $ ( 301 ) $ ( 40 ) $ ( 355 ) $ ( 114 ) $ ( 22 ) Amortization and settlement recognition ( 467 ) ( 265 ) ( 30 ) ( 95 ) 14 14 Foreign currency translation gain — — ( 55 ) ( 3 ) — — Total $ ( 213 ) $ ( 566 ) $ ( 125 ) $ ( 453 ) $ ( 100 ) $ ( 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 Table of Contents 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 2022 2021 2020 2022 2021 2020 2022 2021 2020 Service cost $ 487 $ 518 $ 434 $ 64 $ 104 $ 86 $ 37 $ 33 $ 25 Other pension and retiree medical benefits (income)/expense: Interest cost $ 434 $ 324 $ 435 $ 90 $ 74 $ 85 $ 19 $ 15 $ 25 Expected return on plan assets ( 912 ) ( 970 ) ( 929 ) ( 218 ) ( 231 ) ( 202 ) ( 16 ) ( 15 ) ( 16 ) Amortization of prior service (credit)/cost ( 28 ) ( 31 ) 12 ( 1 ) ( 2 ) — ( 8 ) ( 11 ) ( 12 ) Amortization of net losses/(gains) 149 224 196 29 77 61 ( 14 ) ( 14 ) ( 23 ) Settlement/curtailment losses/(gains) (a) 322 40 213 1 ( 11 ) 19 ( 16 ) — — Special termination benefits 37 9 19 — — — — — — Total other pension and retiree medical benefits (income)/expense $ 2 $ ( 404 ) $ ( 54 ) $ ( 99 ) $ ( 93 ) $ ( 37 ) $ ( 35 ) $ ( 25 ) $ ( 26 ) Total $ 489 $ 114 $ 380 $ ( 35 ) $ 11 $ 49 $ 2 $ 8 $ ( 1 ) (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 Table of Contents 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: Pension Retiree Medical U.S. International 2022 2021 2020 2022 2021 2020 2022 2021 2020 Net Periodic Benefit Cost Service cost discount rate (a) 3.1 % 2.6 % 3.4 % 4.2 % 2.7 % 3.2 % 2.8 % 2.3 % 3.2 % Interest cost discount rate (a) 3.1 % 2.0 % 2.9 % 2.3 % 1.7 % 2.4 % 2.1 % 1.6 % 2.6 % Expected return on plan assets (a) 6.7 % 6.4 % 6.8 % 5.3 % 5.3 % 5.6 % 5.7 % 5.4 % 5.8 % Rate of salary increases 3.0 % 3.0 % 3.1 % 3.3 % 3.3 % 3.3 % Projected Benefit Obligation Discount rate 5.4 % 2.9 % 2.5 % 5.3 % 2.4 % 2.0 % 5.4 % 2.7 % 2.3 % Rate of salary increases 3.2 % 3.0 % 3.0 % 4.2 % 3.3 % 3.3 % (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 $ ( 584 ) $ ( 1,499 ) $ ( 158 ) $ ( 127 ) Fair value of plan assets $ — $ 705 $ 129 $ 102 Selected information for plans with projected benefit obligation in excess of plan assets Benefit obligation $ ( 620 ) $ ( 1,709 ) $ ( 273 ) $ ( 286 ) $ ( 714 ) $ ( 954 ) Fair value of plan assets $ — $ 705 $ 157 $ 171 $ 196 $ 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: 2023 2024 2025 2026 2027 2028 - 2032 Pension $ 945 $ 1,070 $ 910 $ 955 $ 975 $ 5,100 Retiree medical (a) $ 90 $ 85 $ 80 $ 80 $ 75 $ 330 (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. These future benefit payments to beneficiaries include payments from both funded and unfunded plans. 92 Table of Contents Funding Contributions to our pension and retiree medical plans were as follows: Pension Retiree Medical 2022 2021 2020 2022 2021 2020 Discretionary (a) $ 160 $ 525 $ 339 $ — $ — $ — Non-discretionary 176 213 168 48 47 55 Total $ 336 $ 738 $ 507 $ 48 $ 47 $ 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 56 % U.S. equity 22 % International equity 18 % Real estate 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 Table of Contents 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: Fair Value Hierarchy Level 2022 2021 U.S. plan assets (a) Equity securities, including preferred stock (b) 1 $ 4,387 $ 6,387 Government securities (c) 2 1,751 2,523 Corporate bonds (c) 2 4,245 6,210 Mortgage-backed securities (c) 2 142 199 Contracts with insurance companies (d) 3 9 9 Cash and cash equivalents (e) 1, 2 157 352 Sub-total U.S. plan assets 10,691 15,680 Real estate commingled funds measured at net asset value (f) 533 478 Dividends and interest receivable, net of payables 120 45 Total U.S. plan assets $ 11,344 $ 16,203 International plan assets Equity securities (b) 1 $ 1,291 $ 2,232 Government securities (c) 2 736 1,053 Corporate bonds (c) 2 254 400 Fixed income commingled funds (g) 1 628 632 Contracts with insurance companies (d) 3 27 43 Cash and cash equivalents 1 75 34 Sub-total international plan assets 3,011 4,394 Real estate commingled funds measured at net asset value (f) 173 221 Dividends and interest receivable 11 9 Total international plan assets $ 3,195 $ 4,624 (a) 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. (b) 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. (e) Includes Level 1 assets of $ 216 million for 2021 and Level 2 assets of $ 157 million and $ 136 million for 2022 and 2021, respectively. (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 Table of Contents Retiree Medical Cost Trend Rates The assumed health care cost trend rates are as follows: 2023 2022 Average increase assumed 6 % 6 % Ultimate projected increase 4 % 4 % Year of ultimate projected increase 2046 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: 2022 (a) 2021 (a) Short-term debt obligations (b) Current maturities of long-term debt $ 3,096 $ 3,872 Commercial paper ( 0.1 % and 0.1 %) — 400 Other borrowings ( 15.0 % and 2.2 %) 318 36 $ 3,414 $ 4,308 Long-term debt obligations (b) Notes due 2022 ( 2.4 %) $ — $ 3,868 Notes due 2023 ( 1.7 % and 1.5 %) 3,094 3,019 Notes due 2024 ( 2.2 % and 2.1 %) 2,867 2,986 Notes due 2025 ( 2.7 % and 2.7 %) 3,193 3,230 Notes due 2026 ( 3.1 % and 3.2 %) 2,396 2,450 Notes due 2027 ( 2.5 % and 2.4 % ) 2,523 2,554 Notes due 2028-2060 ( 2.8 % and 2.6 %) 24,652 21,759 Other, due 2022-2028 ( 1.3 % and 1.3 %) 28 32 38,753 39,898 Less: current maturities of long-term debt obligations 3,096 3,872 Total $ 35,657 $ 36,026 (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 Table of Contents 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 % July 2029 £ 300 (b) 3.550 % July 2034 £ 450 (b) 3.600 % February 2028 $ 750 3.900 % July 2032 $ 1,250 4.200 % July 2052 $ 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 Table of Contents 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 Table of Contents 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 Table of Contents 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 Table of Contents 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 Fair Value Hierarchy Levels (a) Assets (a) Liabilities (a) Assets (a) Liabilities (a) Available-for-sale debt securities (b) 2 $ 660 $ — $ — $ — Index funds (c) 1 $ 257 $ — $ 337 $ — Prepaid forward contracts (d) 2 $ 14 $ — $ 21 $ — Deferred compensation (e) 2 $ — $ 434 $ — $ 505 Derivatives designated as cash flow hedging instruments: Foreign exchange (f) 2 $ 24 $ 22 $ 29 $ 14 Interest rate (f) 2 — 164 14 264 Commodity (g) 2 2 60 70 5 $ 26 $ 246 $ 113 $ 283 Derivatives not designated as hedging instruments: Foreign exchange (f) 2 $ 21 $ 21 $ 19 $ 7 Commodity (g) 2 11 51 35 22 $ 32 $ 72 $ 54 $ 29 Total derivatives at fair value (h) $ 58 $ 318 $ 167 $ 312 Total $ 989 $ 752 $ 525 $ 817 (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 Table of Contents Losses/(gains) on our hedging instruments are categorized as follows: Fair Value/Non- designated Hedges Cash Flow and Net Investment Hedges Losses/(Gains) Recognized in Income Statement (a) Losses/(Gains) Recognized in Accumulated Other Comprehensive Loss Losses/(Gains) Reclassified from Accumulated Other Comprehensive Loss into Income Statement (b) 2022 2021 2022 2021 2022 2021 Foreign exchange $ ( 58 ) $ ( 4 ) $ ( 3 ) $ ( 7 ) $ ( 21 ) $ 82 Interest — 56 138 44 159 64 Commodity ( 179 ) ( 218 ) ( 57 ) ( 285 ) ( 267 ) ( 194 ) Net investment — — ( 120 ) ( 192 ) — — Total $ ( 237 ) $ ( 166 ) $ ( 42 ) $ ( 440 ) $ ( 129 ) $ ( 48 ) (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. (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: 2022 2021 2020 Income Shares (a) Income Shares (a) Income Shares (a) Basic net income attributable to PepsiCo per common share $ 6.45 $ 5.51 $ 5.14 Net income available for PepsiCo common shareholders $ 8,910 1,380 $ 7,618 1,382 $ 7,120 1,385 Dilutive securities: Stock options, RSUs, PSUs and other (b) — 7 — 7 — 7 Diluted $ 8,910 1,387 $ 7,618 1,389 $ 7,120 1,392 Diluted net income attributable to PepsiCo per common share $ 6.42 $ 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 Table of Contents 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: Currency Translation Adjustment Cash Flow Hedges Pension and Retiree Medical Other (a) Accumulated Other Comprehensive Loss Attributable to PepsiCo Balance as of December 28, 2019 (b) $ ( 11,290 ) $ ( 3 ) $ ( 2,988 ) $ ( 19 ) $ ( 14,300 ) Other comprehensive income/(loss) before reclassifications (c) ( 710 ) 126 ( 1,141 ) ( 1 ) ( 1,726 ) Amounts reclassified from accumulated other comprehensive loss — ( 116 ) 465 — 349 Net other comprehensive income/(loss) ( 710 ) 10 ( 676 ) ( 1 ) ( 1,377 ) Tax amounts 60 ( 3 ) 144 — 201 Balance as of December 26, 2020 (b) ( 11,940 ) 4 ( 3,520 ) ( 20 ) ( 15,476 ) Other comprehensive (loss)/income before reclassifications (d) ( 340 ) 248 702 22 632 Amounts reclassified from accumulated other comprehensive loss 18 ( 48 ) 299 — 269 Net other comprehensive (loss)/income ( 322 ) 200 1,001 22 901 Tax amounts ( 47 ) ( 45 ) ( 231 ) — ( 323 ) Balance as of December 25, 2021 (b) ( 12,309 ) 159 ( 2,750 ) 2 ( 14,898 ) Other comprehensive (loss)/income before reclassifications (e) ( 603 ) ( 78 ) 48 8 ( 625 ) Amounts reclassified from accumulated other comprehensive loss — ( 129 ) 440 — 311 Net other comprehensive (loss)/income ( 603 ) Ye ( 207 ) 488 8 ( 314 ) Tax amounts ( 36 ) 49 ( 99 ) ( 4 ) ( 90 ) Balance as of December 31, 2022 (b) $ ( 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 Table of Contents The following table summarizes the reclassifications from accumulated other comprehensive loss to the income statement: Amount Reclassified from Accumulated Other Comprehensive Loss Affected Line Item in the Income Statement 2022 2021 2020 Currency translation: Divestitures $ — $ 18 $ — Selling, general and administrative expenses Cash flow hedges: Foreign exchange contracts $ ( 11 ) $ 6 $ — Net revenue Foreign exchange contracts ( 10 ) 76 ( 43 ) Cost of sales Interest rate derivatives 159 64 ( 129 ) Selling, general and administrative expenses Commodity contracts ( 252 ) ( 190 ) 50 Cost of sales Commodity contracts ( 15 ) ( 4 ) 6 Selling, general and administrative expenses Net gains before tax ( 129 ) ( 48 ) ( 116 ) Tax amounts 23 11 29 Net (gains) after tax $ ( 106 ) $ ( 37 ) $ ( 87 ) Pension and retiree medical items: Amortization of net prior service credit $ ( 37 ) $ ( 44 ) $ — Other pension and retiree medical benefits income Amortization of net losses 164 289 238 Other pension and retiree medical benefits income Settlement/curtailment losses 313 54 227 Other pension and retiree medical benefits income Net losses before tax 440 299 465 Tax amounts ( 80 ) ( 65 ) ( 101 ) Net losses after tax $ 360 $ 234 $ 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 Table of Contents Components of lease cost are as follows: 2022 2021 2020 Operating lease cost (a) $ 585 $ 563 $ 539 Variable lease cost (b) $ 115 $ 112 $ 111 Short-term lease cost (c) $ 510 $ 469 $ 436 (a) Includes right-of-use asset amortization of $ 517 million, $ 505 million, and $ 478 million in 2022, 2021, and 2020, respectively. (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 $ 573 $ 567 $ 555 Non-cash activity: Right-of-use assets obtained in exchange for lease obligations $ 871 $ 934 $ 621 Supplemental balance sheet information related to our operating leases is as follows: Balance Sheet Classification 2022 2021 Right-of-use assets Other assets $ 2,373 $ 2,020 Current lease liabilities Accounts payable and other current liabilities $ 483 $ 446 Non-current lease liabilities Other liabilities $ 1,933 $ 1,598 Weighted-average remaining lease term and discount rate for our operating leases are as follows: 2022 2021 2020 Weighted-average remaining lease term 7 years 7 years 6 years Weighted-average discount rate 3 % 3 % 4 % Maturities of lease liabilities by year for our operating leases are as follows: 2023 $ 541 2024 465 2025 386 2026 326 2027 266 2028 and beyond 718 Total lease payments 2,702 Less: Imputed interest 286 Present value of lease liabilities $ 2,416 Lessor 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. 104 Table of Contents 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 flo ws 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 Total PepsiCo Provision for income taxes (a) Net income attributable to PepsiCo Impact on net income attributable to PepsiCo per common share Gain associated with the Juice Transaction $ ( 3,029 ) $ ( 292 ) $ — $ ( 3,321 ) $ 433 $ ( 2,888 ) $ 2.08 Acquisition and divestiture-related charges 51 14 6 71 ( 13 ) 58 ( 0.04 ) Operating profit $ ( 2,978 ) $ ( 278 ) $ 6 ( 3,250 ) 420 ( 2,830 ) 2.04 Other pension and retiree medical benefits income (b) ( 10 ) 3 ( 7 ) 0.01 Total Juice Transaction $ ( 3,260 ) $ 423 $ ( 2,837 ) $ 2.04 (c) (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 Table of Contents 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: Pioneer Foods Rockstar Be & Cheery Acquisition date March 23, 2020 April 24, 2020 June 1, 2020 Inventories $ 229 $ 52 $ 45 Property, plant and equipment 379 8 60 Amortizable intangible assets 52 — 98 Nonamortizable intangible assets 183 2,400 309 Other assets and liabilities ( 53 ) ( 9 ) ( 24 ) Net deferred income taxes ( 117 ) — ( 99 ) Noncontrolling interest ( 5 ) — — Total identifiable net assets 668 2,451 389 Goodwill 558 2,278 309 Total purchase price $ 1,226 $ 4,729 $ 698 106 Table of Contents 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: 2022 2021 2020 Cost of sales $ — $ 1 $ 32 Selling, general and administrative expenses (a) 74 ( 5 ) 223 Other pension and retiree medical benefits expense 6 — — Total $ 80 $ ( 4 ) $ 255 After-tax amount (b) $ 66 $ ( 27 ) $ 237 Impact on net income attributable to PepsiCo per common share $ ( 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. (b) In 2021, includes a tax benefit related to contributions to socioeconomic programs in South Africa. 2022 2021 2020 Transaction FLNA $ — $ 2 $ 29 BFY Brands PBNA 51 11 66 Juice Transaction, Rockstar Europe 14 8 — Juice Transaction AMESA 3 10 173 Pioneer Foods, Other APAC — 4 7 Be & Cheery Corporate (a) 6 ( 39 ) ( 20 ) Juice Transaction, Rockstar Total 74 ( 4 ) 255 Other pension and retiree medical benefits expense 6 — — Juice Transaction Total acquisition and divestiture-related charges $ 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 Table of Contents Note 14 — Supplemental Financial Information Balance Sheet 2022 2021 2020 Accounts and notes receivable (a) Trade receivables $ 8,192 $ 7,172 Other receivables 2,121 1,655 Total 10,313 8,827 Allowance, beginning of year 147 201 $ 105 Cumulative effect of accounting change — — 44 Net amounts charged to expense (b) 21 ( 19 ) 79 Deductions (c) ( 12 ) ( 25 ) ( 32 ) Other (d) ( 6 ) ( 10 ) 5 Allowance, end of year 150 147 $ 201 Net receivables $ 10,163 $ 8,680 Inventories (e) Raw materials and packaging $ 2,366 $ 1,898 Work-in-process 114 151 Finished goods 2,742 2,298 Total $ 5,222 $ 4,347 Property, plant and equipment, net (f) Average Useful Life (Years) Land $ 1,142 $ 1,123 Buildings and improvements 15 - 44 10,816 10,279 Machinery and equipment, including fleet and software 5 - 15 33,335 31,486 Construction in progress 4,491 3,940 49,784 46,828 Accumulated depreciation ( 25,493 ) ( 24,421 ) Total $ 24,291 $ 22,407 Depreciation expense $ 2,523 $ 2,484 $ 2,335 Other assets Noncurrent notes and accounts receivable $ 202 $ 111 Deferred marketplace spending 123 119 Pension plans (g) 948 1,260 Right-of-use assets (h) 2,373 2,020 Other investments (i) 813 277 Other 833 694 Total $ 5,292 $ 4,481 Accounts payable and other current liabilities Accounts payable (j) $ 10,732 $ 9,834 Accrued marketplace spending 3,637 3,087 Accrued compensation and benefits 2,519 2,324 Dividends payable 1,610 1,508 Current lease liabilities (h) 483 446 Other current liabilities 4,390 3,960 Total $ 23,371 $ 21,159 (a) Increase primarily reflects strong revenue performance across much of our portfolio in 2022. (b) 2021 includes reductions in allowance for expected credit losses related to COVID-19 pandemic recorded in 2020. (c) Includes accounts written off. (d) Includes adjustments related primarily to currency translation and other adjustments. 108 Table of Contents (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) Increase in 2022 primarily reflects our investment in Celsius convertible preferred stock. See Note 9 for further information. (j) Increase reflects higher commodity costs and capital expenditures in 2022. Statement of Cash Flows 2022 2021 2020 Interest paid (a) $ 1,043 $ 1,184 $ 1,156 Income taxes paid, net of refunds (b) $ 2,766 $ 1,933 $ 1,770 (a) 2022 excludes the premiums paid in accordance with the debt transactions. 2021 excludes the charge related to cash tender offers. See Note 8 for further information. (b) In 2022, 2021 and 2020, includes tax payments of $ 309 million, $ 309 million and $ 78 million, respectively, related to the TCJ Act. 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. 2022 2021 Cash and cash equivalents $ 4,954 $ 5,596 Restricted cash included in other assets (a) 146 111 Total cash and cash equivalents and restricted cash $ 5,100 $ 5,707 (a) Primarily relates to collateral posted against certain of our derivative positions. 109 Table of Contents 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 Table of Contents 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 Table of Contents 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 Table of Contents 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. /s/ KPMG LLP We have served as the Company’s auditor since 1990. New York, New York February 8, 2023 113 Table of Contents 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 53 rd 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 Table of Contents Translation adjustment : the impact of converting our foreign affiliates’ financial statements into U.S. dollars for the purpose of consolidating our financial statements. 115 Table of Contents 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.