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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 5, 2021
PepsiCo, Inc.
(Exact name of registrant as specified in its charter)
 
North Carolina 1-1183 13-1584302
(State or other jurisdiction
of incorporation)
 (Commission
File Number)
 (IRS Employer
Identification No.)

700 Anderson Hill Road, Purchase, New York 10577
(Address of principal executive offices and Zip Code)
Registrant’s telephone number, including area code: (914253-2000
N/A
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
Title of each classTrading SymbolsName of each exchange on which registered
Common Stock, par value 1-2/3 cents per sharePEPThe Nasdaq Stock Market LLC
2.500% Senior Notes Due 2022PEP22aThe Nasdaq Stock Market LLC
0.250% Senior Notes Due 2024PEP24The Nasdaq Stock Market LLC
2.625% Senior Notes Due 2026PEP26The Nasdaq Stock Market LLC
0.750% Senior Notes Due 2027PEP27The Nasdaq Stock Market LLC
0.875% Senior Notes Due 2028PEP28The Nasdaq Stock Market LLC
0.500% Senior Notes Due 2028PEP28aThe Nasdaq Stock Market LLC
1.125% Senior Notes Due 2031PEP31The Nasdaq Stock Market LLC
0.400% Senior Notes Due 2032PEP32The Nasdaq Stock Market LLC
0.875% Senior Notes Due 2039PEP39The Nasdaq Stock Market LLC
1.050% Senior Notes Due 2050PEP50The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.



Item 2.02. Results of Operations and Financial Condition.
The information in this Item 2.02, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of that Section and shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.
Attached as Exhibit 99.1 and incorporated by reference into this Item 2.02 is a copy of the press release issued by PepsiCo, Inc. (“PepsiCo”), dated October 5, 2021, reporting PepsiCo’s financial results for the 12 and 36 weeks ended September 4, 2021.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.Description
  
104The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.



SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
PEPSICO, INC.
Date: October 4, 2021By:/s/ David Flavell
Name:David Flavell
Title:Executive Vice President, General Counsel and Corporate Secretary


Document

Exhibit 99.1
https://cdn.kscope.io/40cabf758330c5204ec6fd3fb34c994c-pepsicomega14-300a.jpg
PepsiCo Reports Third-Quarter 2021 Results; Raises Full-Year Guidance
Reported (GAAP) Third-Quarter and Year-to-Date 2021 Results
Third-Quarter
Year-to-Date
Net revenue growth11.6%13.2%
Foreign exchange impact on net revenue2%2%
Earnings per share (EPS)$1.60$4.54
EPS change(3)%20%
Foreign exchange impact on EPS2%2%
Organic/Core (non-GAAP)1 Third-Quarter and Year-to-Date 2021 Results
Third-Quarter
Year-to-Date
Organic revenue growth9.0%8.4%
Core EPS$1.79$4.73
Core constant currency EPS change5.5%15%
PURCHASE, N.Y. - October 5, 2021 - PepsiCo, Inc. (NASDAQ: PEP) today reported results for the third quarter 2021.
“We are pleased with our results for the third quarter as we delivered very strong net revenue growth while carefully navigating a dynamic and volatile supply chain and cost environment. Given our year-to-date performance, we now expect our full-year organic revenue to increase approximately 8 percent and core constant currency earnings per share to increase at least 11 percent,” said Chairman and CEO Ramon Laguarta.
Laguarta continued, “Our strong year-to-date results demonstrate that the investments we have made towards becoming a Faster, Stronger, and Better company are working. To further complement and enhance our strategic framework, we recently introduced PepsiCo Positive (pep+), a fundamental end-to-end transformation of what we do and how we do it to create growth and shared value with sustainability and human capital at the center. We are extremely pleased with the progress we are making on our strategic agenda, and remain committed to the investments in our people, supply chain, plants, go-to-market systems, and digitization initiatives to build competitive advantages and win in the marketplace.”
1Please refer to the Glossary for the definitions of non-GAAP financial measures, including “Organic,” “Core” and “Constant Currency,” and to “Guidance and Outlook” for additional information regarding PepsiCo’s full-year 2021 financial guidance. PepsiCo provides guidance on a non-GAAP basis as we cannot predict certain elements which are included in reported GAAP results, including the impact of foreign exchange and commodity mark-to-market net impacts. Please refer to PepsiCo’s Quarterly Report on Form 10-Q for the 12 and 36 weeks ended September 4, 2021 (Q3 2021 Form 10-Q) filed with the SEC for additional information regarding PepsiCo’s financial results.
1




Summary Third-Quarter 2021 Performance
Revenue
Volume(a)
GAAP Reported
% Change
Percentage Point ImpactOrganic
% Change
% Change
Foreign Exchange TranslationAcquisitions, Divestitures, and Other Structural ChangesFood/SnackBeverage
Frito-Lay North America6(0.5)51
Quaker Foods North America2(1)1(4)
PepsiCo Beverages North America
7(0.5)73
Latin America27(8)1959
Europe 9857
Africa, Middle East and South Asia
33(8)(5)20518
Asia Pacific, Australia and New Zealand and China Region
27(7)(5)15119
Total12(2)(1)948
Operating Profit and EPS
GAAP Reported % ChangePercentage Point ImpactCore Constant Currency
% Change
Items Affecting ComparabilityForeign Exchange Translation
Frito-Lay North America
Quaker Foods North America(27)(27)
PepsiCo Beverages North America11(6)(1)4
Latin America573(13)47
Europe (8)2(7)
Africa, Middle East and South Asia 63(7)(3.5)52
Asia Pacific, Australia and New Zealand and China Region
23(4)(3)16
Corporate unallocated expenses57(37)20
Total52(2)5
EPS(3)10(2)5.5
(a)Excludes the impact of acquisitions and divestitures. In certain instances, the impact of organic volume growth on net revenue growth differs from the unit volume change due to product mix, nonconsolidated joint venture volume, and, for our beverage businesses, temporary timing differences between bottler case sales and concentrate shipments and equivalents (CSE). Our net revenue excludes nonconsolidated joint venture volume, and, for our franchise-owned beverage businesses, is based on CSE.
Note: Amounts may not sum due to rounding.
Organic revenue and core constant currency results are non-GAAP financial measures. Please refer to the reconciliation of GAAP and non-GAAP information in the attached exhibits and to the Glossary for definitions of “Organic,” “Core” and “Constant Currency.”
2




Summary Year-to-Date 2021 Performance
Revenue
Volume(a)
GAAP Reported
% Change
Percentage Point ImpactOrganic
% Change
% Change
Foreign Exchange TranslationAcquisitions, Divestitures, and Other Structural ChangesFood/SnackBeverage
Frito-Lay North America5.5(1)51
Quaker Foods North America(3.5)(1)(4)(10)
PepsiCo Beverages North America
12(1)(2)105
Latin America17(4)1337
Europe 10(1)9511
Africa, Middle East and South Asia
45(7)(24)14320
Asia Pacific, Australia and New Zealand and China Region
43(8)(22)13715
Total13(2)(3)8211
Operating Profit and EPS
GAAP Reported
% Change
Percentage Point ImpactCore Constant Currency
% Change
Items Affecting ComparabilityForeign Exchange Translation
Frito-Lay North America4(0.5)3
Quaker Foods North America(22)(22)
PepsiCo Beverages North America40(8)(1)31
Latin America38(7)32
Europe 2(2)
Africa, Middle East and South Asia 83(55)(2)26
Asia Pacific, Australia and New Zealand and China Region
22(1)(5)16
Corporate unallocated expenses(6)127
Total19(6)(2)11
EPS20(3)(2)15
(a)Excludes the impact of acquisitions and divestitures, including the impact, in the 36 weeks ended September 4, 2021, of an extra month of volume 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. In certain instances, the impact of organic volume growth on net revenue growth differs from the unit volume change due to product mix, nonconsolidated joint venture volume, and, for our beverage businesses, temporary timing differences between bottler case sales and CSE. Our net revenue excludes nonconsolidated joint venture volume, and, for our franchise-owned beverage businesses, is based on CSE.

Note: Amounts may not sum due to rounding.
Organic revenue and core constant currency results are non-GAAP financial measures. Please refer to the reconciliation of GAAP and non-GAAP information in the attached exhibits and to the Glossary for definitions of “Organic,” “Core” and “Constant Currency.”
3





Guidance and Outlook
The Company provides guidance on a non-GAAP basis as we cannot predict certain elements which are included in reported GAAP results, including the impact of foreign exchange translation and commodity mark-to-market net impacts.
For fiscal year 2021, the Company now expects to deliver approximately 8 percent organic revenue growth (versus our previous guidance of 6 percent), at least 11 percent core constant currency EPS growth (versus our previous guidance of 11 percent), and at least 12 percent core EPS growth (versus our previous guidance of 12 percent).

Consistent with its previous guidance for 2021, the Company continues to expect:
A core annual effective tax rate of approximately 21 percent; and
Total cash returns to shareholders of approximately $5.9 billion, comprised of dividends of approximately $5.8 billion and share repurchases of $106 million. We completed our share repurchase activity and do not expect to repurchase any additional shares for the balance of 2021.

In addition, the Company continues to expect a 1-percentage-point foreign exchange translation tailwind to benefit reported net revenue and core EPS growth based on current market consensus rates.

This assumption and the guidance above imply 2021 core EPS of at least $6.20, compared to 2020 core EPS of $5.52.
Prepared Management Remarks and Live Question and Answer Webcast
At approximately 6:30 a.m. (Eastern time) on October 5, 2021, the Company will post prepared management remarks (in pdf format) of its third quarter 2021 results and business update, including its outlook for 2021, at www.pepsico.com/investors. At 8:15 a.m. (Eastern time) on October 5, 2021, the Company will host a live question and answer session with investors and financial analysts. Further details will be accessible on the Company’s website at www.pepsico.com/investors.
Contacts:Investor RelationsCommunications
investor@pepsico.compepsicomediarelations@pepsico.com
4




PepsiCo, Inc. and Subsidiaries
Condensed Consolidated Statement of Income
(in millions except per share amounts, unaudited)
 
 12 Weeks Ended36 Weeks Ended
 9/4/20219/5/20209/4/20219/5/2020
Net Revenue$20,189 $18,091 $54,226 $47,917 
Cost of sales9,394 8,156 24,945 21,371 
Gross profit10,795 9,935 29,281 26,546 
Selling, general and administrative expenses (a)
7,636 6,924 20,681 19,292 
Operating Profit3,159 3,011 8,600 7,254 
Other pension and retiree medical benefits income118 86 364 247 
Net interest expense and other(232)(264)(731)(789)
Income before income taxes3,045 2,833 8,233 6,712 
Provision for income taxes802 526 1,895 1,396 
Net income2,243 2,307 6,338 5,316 
Less: Net income attributable to noncontrolling interests
19 16 42 41 
Net Income Attributable to PepsiCo$2,224 $2,291 $6,296 $5,275 
Diluted
Net income attributable to PepsiCo per common share$1.60 $1.65 $4.54 $3.79 
Weighted-average common shares outstanding1,389 1,390 1,388 1,393 
(a)The increase in selling, general and administrative expenses for the 12 and 36 weeks ended September 4, 2021, as compared to the 12 and 36 weeks ended September 5, 2020, primarily reflects higher selling and distribution costs, as well as higher advertising and marketing costs.
A - 1


PepsiCo, Inc. and Subsidiaries
Supplemental Financial Information
(in millions and unaudited)
 
 12 Weeks Ended36 Weeks Ended
 9/4/20219/5/20209/4/20219/5/2020
Net Revenue
Frito-Lay North America$4,653 $4,399 $13,441 $12,746 
Quaker Foods North America618 608 1,839 1,906 
PepsiCo Beverages North America6,402 5,958 17,632 15,766 
Latin America2,100 1,654 5,309 4,531 
Europe 3,612 3,323 8,693 7,887 
Africa, Middle East and South Asia 1,665 1,252 4,150 2,866 
Asia Pacific, Australia and New Zealand and China Region 1,139 897 3,162 2,215 
Total$20,189 $18,091 $54,226 $47,917 
Operating Profit
Frito-Lay North America $1,357 $1,353 $3,979 $3,833 
Quaker Foods North America 106 145 384 491 
PepsiCo Beverages North America 773 697 1,948 1,391 
Latin America393 250 967 700 
Europe 439 480 975 977 
Africa, Middle East and South Asia 312 193 706 386 
Asia Pacific, Australia and New Zealand and China Region 201 163 601 494 
Corporate unallocated expenses(422)(270)(960)(1,018)
Total$3,159 $3,011 $8,600 $7,254 


A - 2


PepsiCo, Inc. and Subsidiaries
Condensed Consolidated Statement of Cash Flows
(in millions, unaudited)
 36 Weeks Ended
 9/4/20219/5/2020
Operating Activities
Net income$6,338 $5,316 
Depreciation and amortization1,863 1,731 
Share-based compensation expense215 186 
Restructuring and impairment charges 129 124 
Cash payments for restructuring charges(165)(166)
Acquisition and divestiture-related charges
12 286 
Cash payments for acquisition and divestiture-related charges(25)(97)
Pension and retiree medical plan expenses81 121 
Pension and retiree medical plan contributions(715)(501)
Deferred income taxes and other tax charges and credits261 96 
Tax expense related to the Tax Cuts and Jobs Act (TCJ Act)190 — 
Tax payments related to the TCJ Act(309)(78)
Change in assets and liabilities:
Accounts and notes receivable(1,416)(1,430)
Inventories(579)(549)
Prepaid expenses and other current assets(46)(202)
Accounts payable and other current liabilities99 289 
Income taxes payable645 583 
Other, net56 414 
Net Cash Provided by Operating Activities6,634 6,123 
Investing Activities
Capital spending(2,276)(2,074)
Sales of property, plant and equipment40 26 
Acquisitions, net of cash acquired, and investments in noncontrolled affiliates(28)(6,373)
Divestitures and sales of investments in noncontrolled affiliates
158 
Short-term investments, by original maturity:
More than three months - purchases— (400)
More than three months - maturities1,135 — 
Three months or less, net
(65)23 
Other investing, net33 
Net Cash Used for Investing Activities(1,030)(8,761)
Financing Activities
Proceeds from issuances of long-term debt— 10,564 
Payments of long-term debt(2,454)(814)
Short-term borrowings, by original maturity:
More than three months - proceeds
— 4,069 
More than three months - payments
(397)(1,801)
Three months or less, net
19 (11)
Cash dividends paid(4,328)(4,094)
Share repurchases - common(106)(1,543)
Proceeds from exercises of stock options146 145 
Withholding tax payments on restricted stock units and performance stock units converted
(82)(86)
Other financing(19)(18)
Net Cash (Used for)/Provided by Financing Activities(7,221)6,411 
Effect of exchange rate changes on cash and cash equivalents and restricted cash(30)(184)
Net (Decrease)/Increase in Cash and Cash Equivalents and Restricted Cash(1,647)3,589 
Cash and Cash Equivalents and Restricted Cash, Beginning of Year8,254 5,570 
Cash and Cash Equivalents and Restricted Cash, End of Period$6,607 $9,159 
Supplemental Non-Cash Activity
Right-of-use assets obtained in exchange for lease obligations$494 $431 
A - 3


PepsiCo, Inc. and Subsidiaries
Condensed Consolidated Balance Sheet
(in millions except per share amounts)
(unaudited)
9/4/202112/26/2020
ASSETS
Current Assets
Cash and cash equivalents$6,506 $8,185 
Short-term investments344 1,366 
Accounts and notes receivable, net9,545 8,404 
Inventories:
Raw materials and packaging1,926 1,720 
Work-in-process178 205 
Finished goods2,260 2,247 
4,364 4,172 
Prepaid expenses and other current assets1,058 874 
Assets held for sale1,893 — 
Total Current Assets23,710 23,001 
Property, Plant and Equipment, net21,257 21,369 
Amortizable Intangible Assets, net1,584 1,703 
Goodwill18,531 18,757 
Other Indefinite-Lived Intangible Assets17,291 17,612 
Investments in Noncontrolled Affiliates2,791 2,792 
Deferred Income Taxes4,357 4,372 
Other Assets3,733 3,312 
Total Assets$93,254 $92,918 
LIABILITIES AND EQUITY
Current Liabilities
Short-term debt obligations$4,234 $3,780 
Accounts payable and other current liabilities20,060 19,592 
Liabilities held for sale783 — 
Total Current Liabilities25,077 23,372 
Long-Term Debt Obligations37,023 40,370 
Deferred Income Taxes4,529 4,284 
Other Liabilities10,635 11,340 
Total Liabilities77,264 79,366 
Commitments and contingencies
PepsiCo Common Shareholders’ Equity
Common stock, par value 12/3¢ per share (authorized 3,600 shares; issued, net of repurchased common stock at par value: 1,383 and 1,380 shares, respectively)
23 23 
Capital in excess of par value3,924 3,910 
Retained earnings65,336 63,443 
Accumulated other comprehensive loss(15,125)(15,476)
Repurchased common stock, in excess of par value (484 and 487 shares, respectively)
(38,286)(38,446)
Total PepsiCo Common Shareholders’ Equity15,872 13,454 
Noncontrolling interests118 98 
Total Equity15,990 13,552 
Total Liabilities and Equity$93,254 $92,918 
 
A - 4


Non-GAAP Measures
In discussing financial results and guidance, the Company refers to the following measures which are not in accordance with U.S. Generally Accepted Accounting Principles (GAAP): organic revenue growth, core results and core constant currency results. We use these non-GAAP financial measures internally to make operating and strategic decisions, including the preparation of our annual operating plan, evaluation of our overall business performance and as a factor in determining compensation for certain employees. We believe presenting non-GAAP financial measures provides additional information to facilitate comparison of our historical operating results and trends in our underlying operating results and provides additional transparency on how we evaluate our business. We also believe presenting these measures allows investors to view our performance using the same measures that we use in evaluating our financial and business performance and trends.
We consider quantitative and qualitative factors in assessing whether to adjust for the impact of items that may be significant or that could affect an understanding of our ongoing financial and business performance or trends. Examples of items for which we may make adjustments include: amounts related to mark-to-market gains or losses (non-cash); charges related to restructuring plans; costs associated with mergers, acquisitions, divestitures and other structural changes; pension and retiree medical related items; charges or adjustments related to the enactment of new laws, rules or regulations, such as significant 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; asset impairments (non-cash); and remeasurements of net monetary assets. See below for a description of adjustments to our U.S. GAAP financial measures included herein. 
Non-GAAP information should be considered as supplemental in nature and is not meant to be considered in isolation or as a substitute for the related financial information prepared in accordance with U.S. GAAP. In addition, our non-GAAP financial measures may not be the same as or comparable to similar non-GAAP measures presented by other companies.
Glossary
We use the following definitions when referring to our non-GAAP financial measures, which may not be the same as or comparable to similar measures presented by other companies:
Beverage volume: Volume shipped to retailers and independent distributors from both PepsiCo and our independent bottlers.
Bottler case sales (BCS): Measure of physical beverage volume shipped to retailers and independent distributors from both PepsiCo and our independent bottlers.
Concentrate shipments and equivalents (CSE): Measure of our physical beverage volume shipments to independent bottlers.
 
Constant currency: Financial results assuming constant foreign currency exchange rates used for translation based on the rates in effect for the comparable prior-year period. In order to compute our constant currency results, we multiply or divide, as appropriate, our current-year U.S. dollar results by the current-year average foreign exchange rates and then multiply or divide, as appropriate, those amounts by the prior-year average foreign exchange rates.
Core: Core results are non-GAAP financial measures which exclude certain items from our historical results. For further information regarding these excluded items for the 12 and 36 weeks ended September 4, 2021 and September 5, 2020, refer to “Items Affecting Comparability” in “Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Q3 2021 Form 10-Q. For the periods presented, core results exclude the following items:
Mark-to-market net impact
Mark-to-market net gains and losses on commodity derivatives in corporate unallocated expenses. These gains and losses are subsequently reflected in division results when the divisions recognize the cost of the underlying commodity in operating profit.
Restructuring and impairment charges
Expenses related to the multi-year productivity plan publicly announced in 2019, which was expanded and extended through the end of 2026 to take advantage of additional opportunities within the initiatives of the plan.
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, merger and integration charges and costs associated with divestitures. Merger and integration charges include liabilities to support socioeconomic programs in South Africa, closing costs, employee-related costs, changes in the fair value of contingent consideration, contract termination costs and other integration costs.

A - 5


Pension-related settlement charge
In the year ended December 26, 2020, we recorded a pension settlement charge related to lump sum distributions exceeding the total of annual service and interest cost.
Tax expense related to the TCJ Act
Tax expense related to the TCJ Act reflects adjustments to the mandatory transition tax liability under the TCJ Act.
Effective net pricing: Reflects the year-over-year impact of discrete pricing actions, sales incentive activities and mix resulting from selling varying products in different package sizes and in different countries.
Organic revenue growth: A measure that adjusts for the impacts of foreign exchange translation, acquisitions and divestitures, and where applicable, the impact of the 53rd reporting week. Adjusting for acquisitions and divestitures reflects all mergers and acquisitions activity, including the impact, in the 36 weeks ended September 4, 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, 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.
2021 guidance
Our 2021 organic revenue growth guidance excludes the impact of acquisitions, divestitures and other structural changes and foreign exchange translation. Our 2021 core effective tax rate guidance and 2021 core constant currency EPS guidance exclude the mark-to-market net impact included in corporate unallocated expenses and restructuring and impairment charges. Our 2021 core constant currency EPS growth guidance also excludes the impact of foreign exchange translation. We are unable to reconcile our full year projected 2021 organic revenue growth to our full year projected 2021 reported net revenue growth because we are unable to predict the 2021 impact of foreign exchange due to the unpredictability of future changes in foreign exchange rates and because we are unable to predict the occurrence or impact of any acquisitions, divestitures or other structural changes. We are also not able to reconcile our full year projected 2021 core effective tax rate to our full year projected 2021 reported effective tax rate and our full year projected 2021 core constant currency EPS growth to our full year projected 2021 reported EPS because we are unable to predict the 2021 impact of foreign exchange or the mark-to-market net impact on commodity derivatives due to the unpredictability of future changes in foreign exchange rates and commodity prices. Therefore, we are unable to provide a reconciliation of these measures.
A - 6


PepsiCo, Inc. and Subsidiaries
Reconciliation of GAAP and Non-GAAP Information
Organic Revenue Growth Rates
12 and 36 Weeks Ended September 4, 2021
(unaudited)

12 Weeks Ended 9/4/2021
Impact ofImpact of
Net Revenue Year over Year % ChangeReported
% Change, GAAP Measure
Foreign exchange translation
Acquisitions and divestitures(a)
Organic
% Change, Non-GAAP Measure(b)
Organic volume(c)
Effective net pricing
Frito-Lay North America%(0.5)— %
Quaker Foods North America%(1)— %(4)4.5 
PepsiCo Beverages North America%(0.5)— %
Latin America27 %(8)— 19 %13 
Europe %— — %2.5 
Africa, the Middle East and South Asia 33 %(8)(5)20 %12 
Asia Pacific, Australia and New Zealand and China Region 27 %(7)(5)15 %12 
Total12 %(2)(1)%
36 Weeks Ended 9/4/2021
Impact ofImpact of
Net Revenue Year over Year % ChangeReported
% Change, GAAP Measure
Foreign exchange translation
Acquisitions and divestitures(a)
Organic
% Change, Non-GAAP Measure(b)
Organic
volume(c)
Effective net pricing
Frito-Lay North America5.5 %(1)— %
Quaker Foods North America(3.5)%(1)— (4)%(10)
PepsiCo Beverages North America12 %(1)(2)10 %
Latin America17 %(4)— 13 %10 
Europe 10 %(1)— %2.5 
Africa, Middle East and South Asia 45 %(7)(24)14 %5.5 
Asia Pacific, Australia and New Zealand and China Region
43 %(8)(22)13 %10 
Total13 %(2)(3)%
(a)Adjustments primarily reflect Rockstar (PBNA), Pioneer Foods (AMESA), and Be & Cheery (APAC). The contribution from the acquisition of Rockstar reflects the incremental consolidated net revenue reported for Rockstar in excess of the net revenue we reported under our previous distribution arrangement.
(b)Organic revenue growth is a financial measure that is not in accordance with GAAP. See A-5 through A-6 further discussion.
(c)Excludes the impact of acquisitions and divestitures, including the impact, in the 36 weeks ended September 4, 2021, of an extra month of volume 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. In certain instances, the impact of organic volume growth on net revenue growth differs from the unit volume change disclosed in the Summary Third-Quarter 2021 Performance and Summary Year-to-Date 2021 Performance tables on pages 2 and 3, respectively, due to product mix, nonconsolidated joint venture volume, and, for our beverage businesses, temporary timing differences between bottler case sales and CSE. Our net revenue excludes nonconsolidated joint venture volume, and, for our franchise-owned beverage businesses, is based on CSE.

Note – Amounts may not sum due to rounding.
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PepsiCo, Inc. and Subsidiaries
Reconciliation of GAAP and Non-GAAP Information (continued)
Year over Year Growth Rates
12 and 36 Weeks Ended September 4, 2021
(unaudited)
12 Weeks Ended 9/4/2021
 Impact of Items Affecting ComparabilityImpact of
Year over Year % ChangeReported
% Change,
GAAP Measure
Mark-to-market net impactRestructuring and impairment chargesAcquisition and divestiture-related chargesTax expense related to the TCJ Act
Core
% Change, Non-GAAP Measure
(a)
Foreign exchange
translation
Core Constant Currency
% Change,
Non-GAAP Measure
(a)
Frito-Lay North America— %— — — — — %— — %
Quaker Foods North America(27)%— — — — (27)%— (27)%
PepsiCo Beverages North America11 %— (4)(2.5)— %(1)%
Latin America57 %— — — 60 %(13)47 %
Europe (8)%— — — (7)%— (7)%
Africa, Middle East and South Asia
63 %— (10)— 56 %(3.5)52 %
Asia Pacific, Australia and New Zealand and China Region
23 %— — (4)— 20 %(3)16 %
Corporate unallocated expenses
57 %(44)— 20 %— 20 %
Total Operating Profit%— (1.5)— %(2)%
Net Income Attributable to PepsiCo
(3)%3.5 — (1)%(2)5.5 %
Net Income Attributable to PepsiCo per common share – diluted
(3)%3.5 — (1)%(2)5.5 %
36 Weeks Ended 9/4/2021
 Impact of Items Affecting ComparabilityImpact of
Year over Year % ChangeReported
% Change,
GAAP Measure
Mark-to-market net impactRestructuring and impairment chargesAcquisition and divestiture-related chargesTax expense related to the TCJ Act
Core
% Change, Non-GAAP Measure
(a)
Foreign exchange
translation
Core Constant Currency
% Change,
Non-GAAP Measure
(a)
Frito-Lay North America%— — (1)— %(0.5)%
Quaker Foods North America(22)%— — — — (22)%— (22)%
PepsiCo Beverages North America40 %— (2)(6)— 32 %(1)31 %
Latin America38 %— — — — 39 %(7)32 %
Europe — %— — — %(2)— %
Africa, Middle East and South Asia
83 %— — (55)— 28 %(2)26 %
Asia Pacific, Australia and New Zealand and China Region
22 %— (1)(1)— 20 %(5)16 %
Corporate unallocated expenses
(6)%— — %— %
Total Operating Profit19 %(1)— (4)— 13 %(2)11 %
Net Income Attributable to PepsiCo
19 %(2)— (7)16 %(2)14 %
Net Income Attributable to PepsiCo per common share – diluted
20 %(2)— (7)17 %(2)15 %
(a)Core results and core constant currency results are financial measures that are not in accordance with GAAP and exclude the impact of the above items affecting comparability. See A-5 through A-6 further discussion.
Note – Amounts may not sum due to rounding.
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PepsiCo, Inc. and Subsidiaries
Reconciliation of GAAP and Non-GAAP Information (continued)
Certain Line Items
12 Weeks Ended September 4, 2021 and September 5, 2020
(in millions except per share amounts, unaudited)
12 Weeks Ended 9/4/2021
Cost of salesGross profitSelling, general and administrative expensesOperating profitOther pension and retiree medical benefits income
Provision for income taxes(b)
Net income attributable to PepsiCoNet income attributable to PepsiCo per common share - diluted
Effective tax rate(c)
Reported, GAAP Measure$9,394 $10,795 $7,636 $3,159 $118 $802 $2,224 $1.60 26.3 %
Items Affecting Comparability
Mark-to-market net impact(15)15 (19)34 — 26 0.02 — 
Restructuring and impairment charges
(9)(42)51 45 0.03 (0.1)
Acquisition and divestiture-related charges— — (3)— (1)(2)— — 
Tax expense related to the TCJ Act— — — — — (190)190 0.14 (6.2)
Core, Non-GAAP Measure (a)
$9,370 $10,819 $7,578 $3,241 $119 $626 $2,483 $1.79 20.0 %

12 Weeks Ended 9/5/2020
Cost of salesGross profitSelling, general and administrative expensesOperating profitOther pension and retiree medical benefits income
Provision for income taxes(b)
Net income attributable to PepsiCoNet income attributable to PepsiCo per common share - diluted
Effective tax rate(c)
Reported, GAAP Measure$8,156 $9,935 $6,924 $3,011 $86 $526 $2,291 $1.65 18.6 %
Items Affecting Comparability
Mark-to-market net impact38 (38)33 (71)— (16)(55)(0.04)(0.1)
Restructuring and impairment charges(1)(59)60 13 48 0.03 — 
Acquisition and divestiture-related charges(11)11 (32)43 — 16 27 0.02 0.3 
Core, Non-GAAP Measure (a)
$8,182 $9,909 $6,866 $3,043 $87 $539 $2,311 $1.66 18.8 %
(a)Core results are financial measures that are not in accordance with GAAP and exclude the above items affecting comparability. See A-5 through A-6 for a discussion of each of these adjustments.
(b)Provision for income taxes is the expected tax charge/benefit on the underlying item based on the tax laws and income tax rates applicable to the underlying item in its corresponding tax jurisdiction.
(c)The impact of items affecting comparability on our effective tax rate represents the difference in the effective tax rate resulting from a higher or lower tax rate applicable to the items affecting comparability.

Note – Amounts may not sum due to rounding.
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PepsiCo, Inc. and Subsidiaries
Reconciliation of GAAP and Non-GAAP Information (continued)
Certain Line Items
36 Weeks Ended September 4, 2021 and September 5, 2020
(in millions except per share amounts, unaudited)
36 Weeks Ended 9/4/2021
Cost of salesGross profitSelling, general and administrative expensesOperating profitOther pension and retiree medical benefits income
Provision for income taxes(b)
Net income attributable to PepsiCoNet income attributable to PepsiCo per common share - diluted
Effective tax rate(c)
Reported, GAAP Measure$24,945 $29,281 $20,681 $8,600 $364 $1,895 $6,296 $4.54 23.0 %
Items Affecting Comparability
Mark-to-market net impact
21 (21)40 (61)— (13)(48)(0.03)— 
Restructuring and impairment charges
(13)13 (110)123 20 109 0.08 (0.1)
Acquisition and divestiture-related charges(1)(11)12 — — 12 0.01 — 
Tax expense related to the TCJ Act— — — — — (190)190 0.14 (2.3)
Core, Non-GAAP Measure (a)
$24,952 $29,274 $20,600 $8,674 $370 $1,712 $6,559 $4.73 20.6 %
36 Weeks Ended 9/5/2020
Cost of salesGross profitSelling, general and administrative expensesOperating profitOther pension and retiree medical benefits income
Provision for income taxes(b)
Net income attributable to PepsiCoNet income attributable to PepsiCo per common share - diluted
Effective tax rate(c)
Reported, GAAP Measure$21,371 $26,546 $19,292 $7,254 $247 $1,396 $5,275 $3.79 20.8 %
Items Affecting Comparability
Mark-to-market net impact14 (14)(40)26 — 18 0.01 — 
Restructuring and impairment charges
(4)(112)116 23 101 0.07 — 
Acquisition and divestiture-related charges(30)30 (256)286 — 32 254 0.18 (0.4)
Core, Non-GAAP Measure (a)
$21,351 $26,566 $18,884 $7,682 $255 $1,459 $5,648 $4.05 20.4 %
(a)Core results are financial measures that are not in accordance with GAAP and exclude the impact of the above items affecting comparability. See A-5 through A-6 for further discussion.
(b)Provision for income taxes is the expected tax charge/benefit on the underlying item based on the tax laws and income tax rates applicable to the underlying item in its corresponding tax jurisdiction.
(c)The impact of items affecting comparability on our effective tax rate represents the difference in the effective tax rate resulting from a higher or lower tax rate applicable to the items affecting comparability.

Note – Certain amounts may not sum due to rounding.
A - 10


PepsiCo, Inc. and Subsidiaries
Reconciliation of GAAP and Non-GAAP Information (continued)
Operating Profit by Division
12 Weeks Ended September 4, 2021 and September 5, 2020
(in millions, unaudited)
12 Weeks Ended 9/4/2021
Items Affecting Comparability
Operating ProfitReported, GAAP MeasureMark-to-market net impactRestructuring
and impairment charges
Acquisition and divestiture-related charges
Core,
Non-GAAP Measure(a)
Frito-Lay North America$1,357 $— $$— $1,359 
Quaker Foods North America106 — — 107 
PepsiCo Beverages North America773 — — 776 
Latin America393 — 14 — 407 
Europe 439 — 20 — 459 
Africa, Middle East and South Asia 312 — 318 
Asia Pacific, Australia and New Zealand and China Region 201 — — 202 
Corporate unallocated expenses
(422)34 (4)(387)
Total$3,159 $34 $51 $(3)$3,241 
12 Weeks Ended 9/5/2020
Items Affecting Comparability
Operating ProfitReported, GAAP MeasureMark-to-market net impactRestructuring
and impairment charges
Acquisition and divestiture-related charges
Core,
Non-GAAP Measure(a)
Frito-Lay North America$1,353 $— $$$1,356 
Quaker Foods North America145 — — — 145 
PepsiCo Beverages North America697 — 29 17 743 
Latin America250 — — 255 
Europe 480 — 13 — 493 
Africa, Middle East and South Asia 193 — 10 205 
Asia Pacific, Australia and New Zealand and China Region 163 — 169 
Corporate unallocated expenses
(270)(71)10 (323)
Total$3,011 $(71)$60 $43 $3,043 
(a)Core results are financial measures that are not in accordance with GAAP and exclude the above items affecting comparability. See A-5 through A-6 for a discussion of each of these adjustments.

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PepsiCo, Inc. and Subsidiaries
Reconciliation of GAAP and Non-GAAP Information (continued)
Operating Profit by Division
36 Weeks Ended September 4, 2021 and September 5, 2020
(in millions, unaudited)
36 Weeks Ended 9/4/2021
Items Affecting Comparability
Operating ProfitReported, GAAP MeasureMark-to-market net impactRestructuring and impairment chargesAcquisition and divestiture-related charges
Core,
Non-GAAP Measure(a)
Frito-Lay North America$3,979 $— $20 $$4,001 
Quaker Foods North America384 — — 385 
PepsiCo Beverages North America1,948 — 1,958 
Latin America967 — 22 — 989 
Europe 975 — 46 — 1,021 
Africa, Middle East and South Asia 706 — 723 
Asia Pacific, Australia and New Zealand and China Region 601 — 606 
Corporate unallocated expenses
(960)(61)15 (3)(1,009)
Total$8,600 $(61)$123 $12 $8,674 
36 Weeks Ended 9/5/2020
Items Affecting Comparability
Operating ProfitReported,
 GAAP Measure
Mark-to-market net impactRestructuring and impairment chargesAcquisition and divestiture-related charges
Core,
Non-GAAP Measure(a)
Frito-Lay North America$3,833 $— $$26 $3,868 
Quaker Foods North America491 — — 492 
PepsiCo Beverages North America1,391 — 32 60 1,483 
Latin America700 — 14 — 714 
Europe 977 — 29 — 1,006 
Africa, Middle East and South Asia 386 — 169 564 
Asia Pacific, Australia and New Zealand and China Region 494 — 503 
Corporate unallocated expenses
(1,018)26 18 26 (948)
Total$7,254 $26 $116 $286 $7,682 
(a)Core results are financial measures that are not in accordance with GAAP and exclude the impact of the above items affecting comparability. See A-5 through A-6 for further discussion.
A - 12



PepsiCo, Inc. and Subsidiaries
Reconciliation of GAAP and Non-GAAP Information (continued)
(unaudited)

Gross Margin Performance Reconciliation
12 Weeks Ended36 Weeks Ended
 9/4/20219/4/2021
Reported gross margin performance, GAAP measure(145)bps(140)bps
Mark-to-market net impact29 (1)
Restructuring and impairment charges
Acquisition and divestiture-related charges(6)(6)
Core gross margin performance, non-GAAP measure (a)
(118)bps(146)bps
Operating Margin Performance Reconciliation 
12 Weeks Ended36 Weeks Ended
 9/4/20219/4/2021
Reported operating margin performance, GAAP measure(100)bps72 bps
Mark-to-market net impact56 (17)
Restructuring and impairment charges(8)(2)
Acquisition and divestiture-related charges(26)(58)
Core operating margin performance, non-GAAP measure (a)
(77)bps(4)bps
Fiscal 2020 Diluted EPS Reconciliation
Year Ended
12/26/2020
Reported diluted EPS, GAAP measure$5.12 
Mark-to-market net impact(0.04)
Restructuring and impairment charges0.17 
Acquisition and divestiture-related charges0.17 
Pension-related settlement charge0.11 
Core diluted EPS, non-GAAP measure (a)
$5.52 

(a)Core results are financial measures that are not in accordance with GAAP and exclude the above items affecting comparability. See pages A-5 through A-6 for further discussion.


Note – Certain amounts may not sum due to rounding.
A - 13




Cautionary Statement
Statements in this communication that are “forward-looking statements,” including our 2021 guidance and outlook, are based on currently available information, operating plans and projections about future events and trends. Terminology such as “aim,” “anticipate,” “believe,” “drive,” “estimate,” “expect,” “expressed confidence,” “forecast,” “future,” “goal,” “guidance,” “intend,” “may,” “objective,” “outlook,” “plan,” “position,” “potential,” “project,” “seek,” “should,” “strategy,” “target,” “will” or similar statements or variations of such words and other similar expressions are intended to identify forward looking statements, although not all forward looking statements contain such terms. Forward-looking statements inherently involve risks and uncertainties that could cause actual results to differ materially from those predicted in such forward looking statements. Such risks and uncertainties include, but are not limited to: the impact of COVID-19; future demand for PepsiCo’s products; damage to PepsiCo’s reputation or brand image; issues or concerns with respect to product quality and safety; PepsiCo’s ability to compete effectively; PepsiCo’s ability to attract, develop and maintain a highly skilled and diverse workforce; water scarcity; changes in the retail landscape or in sales to any key customer; disruption of PepsiCo’s supply chain, including cost inflation in raw materials, packaging and commodities; political or social conditions in the markets where PepsiCo’s products are made, manufactured, distributed or sold; PepsiCo’s ability to grow its business in developing and emerging markets; changes in economic conditions in the countries in which PepsiCo operates; future cyber incidents and other disruptions; failure to successfully complete or manage strategic transactions; PepsiCo’s reliance on third-party service providers; climate change or measures to address climate change; strikes or work stoppages; failure to realize benefits from PepsiCo’s productivity initiatives; deterioration in estimates and underlying assumptions regarding future performance that can result in an impairment charge; fluctuations or other changes in exchange rates; any downgrade or potential downgrade of PepsiCo’s credit ratings; imposition or proposed imposition of new or increased taxes aimed at PepsiCo’s products; imposition of limitations on the marketing or sale of PepsiCo’s products; changes in laws and regulations related to the use or disposal of plastics or other packaging of PepsiCo’s products; failure to comply with personal data protection and privacy laws; increase in income tax rates, changes in income tax laws or disagreements with tax authorities; failure to adequately protect PepsiCo’s intellectual property rights or infringement on intellectual property rights of others; failure to comply with applicable laws and regulations; and potential liabilities and costs from litigation, claims, legal or regulatory proceedings, inquiries or investigations.
For additional information on these and other factors that could cause PepsiCo’s actual results to materially differ from those set forth herein, please see PepsiCo’s filings with the Securities and Exchange Commission, including its most recent annual report on Form 10-K and subsequent reports on Forms 10-Q and 8-K. Investors are cautioned not to place undue reliance on any such forward-looking statements, which speak only as of the date they are made. We undertake no obligation to update any forward looking statement, whether as a result of new information, future events or otherwise.
A - 14