pep-20200905


	36 Weeks Ended
	9/5/2020		9/7/2019
Operating Activities
Net income	$	5,316	$	5,575
Depreciation and amortization	1,731		1,634
Share-based compensation expense	186		169
Restructuring and impairment charges	124		282
Cash payments for restructuring charges	(166)		(248)
Inventory fair value adjustments and merger and integration charges	286		46
Cash payments for merger and integration charges	(97)		(4)
Pension and retiree medical plan expenses	121		165
Pension and retiree medical plan contributions	(501)		(391)
Deferred income taxes and other tax charges and credits	96		195
Net tax related to the Tax Cuts and Jobs Act (TCJ Act)	—		(29)
Tax payments related to the TCJ Act	(78)		(393)
Change in assets and liabilities:
Accounts and notes receivable	(1,430)		(1,716)
Inventories	(549)		(573)
Prepaid expenses and other current assets	(202)		(264)
Accounts payable and other current liabilities	289		80
Income taxes payable	583		347
Other, net	414		188
Net Cash Provided by Operating Activities	6,123		5,063

Investing Activities
Capital spending	(2,074)		(1,959)
Sales of property, plant and equipment	26		63
Acquisitions, net of cash acquired, and investments in noncontrolled affiliates	(6,373)		(2,628)
Divestitures	4		253
Short-term investments, by original maturity:
More than three months - purchases	(400)		—
More than three months - maturities	—		8
More than three months - sales	—		3
Three months or less, net	23		13
Other investing, net	33		(38)
Net Cash Used for Investing Activities	(8,761)		(4,285)

Financing Activities
Proceeds from issuances of long-term debt	10,564		3,098
Payments of long-term debt	(814)		(2,954)
Short-term borrowings, by original maturity:
More than three months - proceeds	4,069		6
More than three months - payments	(1,801)		—
Three months or less, net	(11)		94
Cash dividends paid	(4,094)		(3,971)
Share repurchases - common	(1,543)		(2,268)


	(Unaudited)
	9/5/2020		12/28/2019
ASSETS
Current Assets
Cash and cash equivalents	$	9,094	$	5,509
Short-term investments	611		229

Accounts and notes receivable, less allowance: 9/20 - $220 and 12/19 - $105	9,295		7,822
Inventories:
Raw materials and packaging	1,798		1,395
Work-in-process	275		200
Finished goods	2,062		1,743
	4,135		3,338
Prepaid expenses and other current assets	925		747
Total Current Assets	24,060		17,645
Property, plant and equipment	44,116		43,003
Accumulated depreciation	(24,390)		(23,698)
Property, Plant and Equipment, net	19,726		19,305
Amortizable Intangible Assets, net	1,515		1,433
Goodwill	18,603		15,501
Other indefinite-lived intangible assets	17,671		14,610
Indefinite-Lived Intangible Assets	36,274		30,111
Investments in Noncontrolled Affiliates	2,752		2,683
Deferred Income Taxes	4,357		4,359
Other Assets	3,357		3,011
Total Assets	$	92,041	$	78,547

LIABILITIES AND EQUITY
Current Liabilities
Short-term debt obligations	$	6,692	$	2,920
Accounts payable and other current liabilities	19,317		17,541
Total Current Liabilities	26,009		20,461
Long-Term Debt Obligations	37,879		29,148
Deferred Income Taxes	4,217		4,091
Other Liabilities	10,341		9,979
Total Liabilities	78,446		63,679
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 1,391 shares, respectively)	23		23
Capital in excess of par value	3,848		3,886
Retained earnings	63,013		61,946
Accumulated other comprehensive loss	(15,357)		(14,300)
Repurchased common stock, in excess of par value (484 and 476 shares, respectively)	(38,044)		(36,769)
Total PepsiCo Common Shareholders’ Equity	13,483		14,786
Noncontrolling interests	112		82
Total Equity	13,595		14,868
Total Liabilities and Equity	$	92,041	$	78,547


	12 Weeks Ended										36 Weeks Ended
	9/5/2020				9/7/2019					9/5/2020			9/7/2019
	Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount










Common Stock
Balance, beginning of period	1,385	$	23	1,399	$	23	1,391	$	23	1,409	$	23
Change in repurchased common stock	(2)	—		(3)	—		(8)	—		(13)	—
Balance, end of period	1,383	23		1,396	23		1,383	23		1,396	23
Capital in Excess of Par Value
Balance, beginning of period		3,772			3,796			3,886			3,953
Share-based compensation expense		85			51			186			170

Stock option exercises, RSUs and PSUs converted		(2)			(5)			(138)			(181)
Withholding tax on RSUs and PSUs converted		(7)			—			(86)			(100)

Balance, end of period		3,848			3,842			3,848			3,842
Retained Earnings
Balance, beginning of period		62,145			60,752			61,946			59,947
Cumulative effect of accounting changes		—			—			(34)			8
Net income attributable to PepsiCo		2,291			2,100			5,275			5,548
Cash dividends declared – common ^(a)		(1,423)			(1,338)			(4,174)			(3,989)

Balance, end of period		63,013			61,514			63,013			61,514
Accumulated Other Comprehensive Loss
Balance, beginning of period		(15,778)			(14,984)			(14,300)			(15,119)
Other comprehensive income/(loss) attributable to PepsiCo		421			(142)			(1,057)			(7)
Balance, end of period		(15,357)			(15,126)			(15,357)			(15,126)
Repurchased Common Stock
Balance, beginning of period	(482)	(37,671)		(468)	(35,635)		(476)	(36,769)		(458)	(34,286)
Share repurchases	(3)	(400)		(4)	(551)		(12)	(1,559)		(19)	(2,301)
Stock option exercises, RSUs and PSUs converted	1	27		1	62		4	284		6	463

Balance, end of period	(484)	(38,044)		(471)	(36,124)		(484)	(38,044)		(471)	(36,124)
Total PepsiCo Common Shareholders’ Equity		13,483			14,129			13,483			14,129
Noncontrolling Interests
Balance, beginning of period		96			85			82			84
Net income attributable to noncontrolling interest		16			10			41			27
Distributions to noncontrolling interests		—			—			(15)			(15)

Acquisitions		—			—			5			—
Other, net		—			—			(1)			(1)
Balance, end of period		112			95			112			95
Total Equity		$	13,595		$	14,224		$	13,595		$	14,224

This Form 10-Q contains statements reflecting our views about our future performance that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (Reform Act). Statements that constitute forward-looking statements within the meaning of the Reform Act are generally identified through the inclusion of words such as “aim,” “anticipate,” “believe,” “drive,” “estimate,” “expect,” “expressed confidence,” “forecast,” “future,” “goal,” “guidance,” “intend,” “may,” “objective,” “outlook,” “plan,” “position,” “potential,” “project,” “seek,” “should,” “strategy,” “target,” “will” or similar statements or variations of such words and other similar expressions. All statements addressing our future operating performance, and statements addressing events and developments that we expect or anticipate will occur in the future, are forward-looking statements within the meaning of the Reform Act. These forward-looking statements are based on currently available information, operating plans and projections about future events and trends. They inherently involve risks and uncertainties that could cause actual results to differ materially from those predicted in any such forward-looking statement. Such risks and uncertainties include, but are not limited to: the impact of the spread of COVID-19; future demand for PepsiCo’s products, as a result of changes in consumer preferences or otherwise; changes in laws related to the use or disposal of plastics or other packaging of PepsiCo’s products; changes in, or failure to comply with, applicable laws and regulations; imposition or proposed imposition of new or increased taxes aimed at PepsiCo’s products; imposition of labeling or warning requirements on PepsiCo’s products; PepsiCo’s ability to compete effectively; failure to realize anticipated benefits from PepsiCo’s productivity or reinvestment initiatives or operating model; political conditions, civil unrest or other developments and risks 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; uncertain or unfavorable economic conditions in the countries in which PepsiCo operates; the ability to protect information systems against, or effectively respond to, a cybersecurity incident or other disruption; increased costs, disruption of supply or shortages of raw materials and other supplies; water scarcity; business disruptions; product contamination or tampering or issues or concerns

with respect to product quality, safety and integrity; damage to PepsiCo’s reputation or brand image; failure to successfully complete, integrate or manage acquisitions and joint ventures into PepsiCo’s existing operations or to complete or manage divestitures or refranchisings; changes in estimates and underlying assumptions regarding future performance that can result in an impairment charge; increase in income tax rates, changes in income tax laws, including as a result of enactment and implementation of the TRAF, or disagreements with tax authorities; PepsiCo’s ability to recruit, hire or retain key employees or a highly skilled and diverse workforce; loss of, or a significant reduction in sales to, any key customer; disruption to the retail landscape, including rapid growth in e-commerce channel and hard discounters; any downgrade or potential downgrade of PepsiCo’s credit ratings; PepsiCo’s ability to implement shared services or utilize information technology systems and networks effectively; fluctuations or other changes in exchange rates; climate change or legal, regulatory or market measures to address climate change; failure to successfully negotiate collective bargaining agreements, or strikes or work stoppages; failure to adequately protect our intellectual property rights or infringement of intellectual property rights of others; potential liabilities and costs from litigation, claims, legal or regulatory proceedings, inquiries or investigations; and other factors that may adversely affect the price of PepsiCo’s publicly traded securities and financial performance including those described in “Item 1A. Risk Factors” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Our Business Risks,” included in our 2019 Form 10-K and in “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Our Business Risks” and “Item 1A. Risk Factors” of this Form 10-Q. 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.

Our global operations continue to expose us to risks associated with the COVID-19 pandemic, which continues to result in challenging operating environments and has affected almost all of the more than 200 countries and territories in which our products are made, manufactured, distributed or sold. Authorities in many of these markets have implemented numerous and varying measures to stall the spread and ameliorate the impact of COVID-19, including travel bans and restrictions, quarantines, curfews, restrictions on public gatherings, shelter in place and safer-at-home orders, business shutdowns and closures, and have also implemented multi-step policies with the goal of re-opening these markets. These measures have impacted and will continue to impact us, our customers (including our foodservice customers), consumers, employees, bottlers, contract manufacturers, distributors, joint venture partners, suppliers and other third parties with whom we do business. The countries and territories in which our products are made, manufactured, distributed or sold continue to operate in varying stages of restrictions and re-opening to address the COVID-19 pandemic. While some of these restrictions have been lifted or eased in certain jurisdictions, other jurisdictions have seen increases in new COVID-19 cases resulting in restrictions being reinstated, or new restrictions imposed in these jurisdictions. There continues to be considerable uncertainty regarding how current and future health and safety measures implemented in response to the pandemic will impact our business, including whether they will result in further changes in demand for our products, further increases in operating costs (whether as a result of changes to our supply chain or increases in employee costs, operating costs or otherwise), how they will further impact our supply chain and whether they will result in further reduced availability of air or other commercial transport, port closures or border restrictions, each or all of which can impact our ability to make, manufacture, distribute and sell our products. To date, we have experienced employee absenteeism which has resulted in reduced manufacturing capacity at certain of our facilities and we have incurred increased costs as a result of COVID-19, including increased employee costs, such as expanded benefits and frontline incentives, and other operating costs, such as costs associated with the provision of personal protective equipment and increased sanitation, allowances for credit losses, upfront payment write-offs

and inventory write-offs, which have negatively impacted and may continue to negatively impact our profitability. In addition, measures that impact our ability to access our offices (some of which remain closed), plants, warehouses, distribution centers or other facilities, or that impact the ability of our customers (including our foodservice customers), consumers, bottlers, contract manufacturers, distributors, joint venture partners, suppliers and other third parties to do the same, may continue to impact the availability of our and their employees, many of whom are not able to perform their job functions remotely. We continue to implement safety protocols at our facilities, including temperature checks, health screening, providing personal protective equipment, increased sanitation, requiring the use of masks and facilitating social distancing in work and dining spaces, and have been working and will continue to work closely with our business partners on contingency planning in an effort to maintain supply. To date, we have not experienced a material disruption to our operations or supply chain, although we can reasonably envision that possibility.

Public concern regarding the risk of contracting COVID-19 has impacted and may continue to impact demand from consumers, including due to consumers not leaving their homes or leaving their homes less often than they did prior to the start of the pandemic or otherwise shopping and consuming food and beverage products in a different manner than they historically have or because some of our consumers have lower discretionary income due to unemployment or reduced or limited work as a result of measures taken in response to the pandemic. Changes in consumer demand as a result of COVID-19 continue to vary in scope and timing by jurisdiction as we sell a wide variety of beverages, foods and snacks and the amount of revenue attributable to such products varies across these markets. Even as governmental restrictions continue to be relaxed and economies gradually, partially, or fully reopen in certain of these markets, the ongoing economic impacts and health concerns associated with the pandemic may continue to affect consumer behavior, spending levels and shopping and consumption preferences. In addition, as a result of COVID-19, certain jurisdictions, such as certain states in Mexico, have enacted or are considering enacting new or expanded product labeling or warning requirements or limitations on the marketing or sale of certain of our products as a result of ingredients or substances contained in such products. Changes in consumer purchasing and consumption patterns may increase demand for our products in one quarter, resulting in decreased consumer demand for our products in subsequent quarters, or in one sales channel resulting in potentially reduced profit from sales of our products. We continue to see shifts in product and channel preferences as markets move through varying stages of restrictions and re-opening at different times, including changes in at-home consumption, in immediate consumption and away-from-home channels, such as convenience and gas and foodservice. In addition, we continue to see a rapid increase in demand in the e-commerce and online-to-offline channels and any failure to capitalize on this demand could adversely affect our ability to maintain and grow sales or category share and erode our competitive position.

Any reduced demand for our products or change in consumer purchasing and consumption patterns, as well as continued economic uncertainty, can adversely affect our customers’ and business partners’ financial condition, which can result in an inability to pay for our products, reduced or canceled orders of our products, continued or additional closing of restaurants, stores, entertainment or sports complexes, schools or other venues in which our products are sold, or reduced capacity at any of the foregoing, or our business partners’ inability to supply us with ingredients or other items necessary for us to make, manufacture, distribute or sell our products. Such adverse changes in our customers’ or business partners’ financial condition have also resulted and may continue to result in our recording additional impairment charges for our inability to recover or collect any accounts receivable, owned or leased assets, including certain foodservice and vending and other equipment, or prepaid expenses. In addition, continued economic uncertainty associated with the COVID-19 pandemic has resulted in volatility in the global capital and credit markets which can impair our ability to access these markets on terms commercially acceptable to us, or at all.

In the 12 weeks ended September 5, 2020, substantially all of our financial results outside of North America reflect the months of June, July and August. In the 36 weeks ended September 5, 2020, substantially all of our financial results outside of North America reflect the months of January through August. In the 36 weeks ended September 5, 2020, our operations outside of the United States generated 40% of our consolidated net revenue, with Brazil, Canada, China, Mexico, Russia and the United Kingdom comprising approximately 20% of our consolidated net revenue. As a result, we are exposed to foreign exchange risk in the international markets in which our products are made, manufactured, distributed or sold. In each of the 12 and 36 weeks ended September 5, 2020, unfavorable foreign exchange reduced net revenue growth by 2 percentage points, primarily due to declines in the Mexican peso, Brazilian real and Russian ruble. Currency declines against the U.S. dollar which are not offset could adversely impact our future financial results.

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). In addition, 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, foods and snacks 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.

Our divisions’ physical volume measures are converted into servings based on U.S. Food and Drug Administration (FDA) recommended guidelines for single-serving sizes of food and beverage products. The FDA revised the guidelines on recommended serving size for beverage products, effective January 1, 2020. Previously, FDA guidelines recommended a serving size of 8 fluid ounces for all beverages. The revised guidelines recommend a serving size of 8 fluid ounces for beverages that consist of milk, fruit juices, nectars and fruit drinks and 12 fluid ounces for other beverages. No changes were recommended to the serving size of food products. The revised guidelines have been retrospectively applied to our prior-year servings. For the 12 and 36 weeks ended September 5, 2020, total servings increased 13% and 7%, respectively, primarily reflecting the contributions from our recent acquisitions. See Note 12 to our condensed consolidated financial statements for further information.


	12 Weeks Ended																		36 Weeks Ended
	9/5/2020			9/7/2019				Change				9/5/2020			9/7/2019				Change
Other pension and retiree medical benefits income	$	86		$	38			$	48			$	247		$	163			$	84
Net interest expense and other	$	(264)		$	(224)			$	(40)			$	(789)		$	(651)			$	(138)
Tax rate	18.6		%	21.0		%						20.8		%	21.5		%
Net income attributable to PepsiCo	$	2,291		$	2,100			9		%		$	5,275		$	5,548			(5)		%
Net income attributable to PepsiCo per common share – diluted	$	1.65		$	1.49			10		%		$	3.79		$	3.94			(4)		%
Mark-to-market net impact	(0.04)			—								0.01			(0.03)
Restructuring and impairment charges	0.03			0.06								0.07			0.16
Inventory fair value adjustments and merger and integration charges	0.02			—								0.18			0.03
Net tax related to the TCJ Act	—			—								—			(0.02)

Net income attributable to PepsiCo per common share – diluted, excluding above items ^(a)	$	1.66		$	1.56		^(b)	7		%		$	4.05		$	4.07		^(b)	(0.5)		%
Impact of foreign exchange translation								3											2
Growth in net income attributable to PepsiCo per common share – diluted, excluding above items, on a constant currency basis ^(a)								9		%	^(b)								2		%	^(b)

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; amounts 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 and “Items Affecting Comparability” for a description of adjustments to our U.S. GAAP financial measures in this Form 10-Q.

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 Productivity Plan, inventory fair value adjustments and merger and integration charges associated with our acquisitions and net tax related to the TCJ Act (see “Items Affecting Comparability” for a detailed description of each of these items). We also evaluate performance on operating profit, adjusted for items affecting comparability and net income attributable to PepsiCo per common share – diluted, adjusted for items affecting comparability, each 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.

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. Our primary sources of cash available to fund cash outflows, such as our anticipated share repurchases, dividend payments, debt repayments, payments for acquisitions, including the contingent consideration related to Rockstar, and the transition tax liability under the TCJ Act, include cash from operations, proceeds obtained from issuances of commercial paper and long-term debt, and cash and cash equivalents. Our sources and uses of cash were not materially impacted by COVID-19 in the 36 weeks ended September 5, 2020 and, to date, we have not identified any material liquidity deficiencies as a result of the COVID-19 pandemic. Based on the information currently available to us, we do not expect the impact of COVID-19 to have a material impact on our liquidity. We will continue to monitor and assess the impact COVID-19 may have on our business and financial results. See “Item 1A. Risk Factors,” “Our Business Risks” and Note 8 to our condensed consolidated financial statements included in this Form 10-Q and “Item 1A. Risk Factors” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Our Business Risks,” as well as Note 8 to our consolidated financial statements included in our 2019 Form 10-K for further information.

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 Note 8 to our condensed consolidated financial statements, “Item 1A. Risk Factors” and “Our Business Risks” included in this Form 10-Q, as well as “Item 1A. Risk Factors” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Our Business Risks” included in our 2019 Form 10-K for further information.

As of the end of the period covered by this report, we carried out an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the Exchange Act). Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of the end of the period covered by this report our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in reports we file or submit under the Exchange Act is (1) recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (2) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

You should carefully consider the risks described below and in our 2019 Form 10-K, Q1 2020 Form 10-Q and Q2 2020 Form 10-Q in addition to the other information set forth in this Form 10-Q, our Q2 2020 Form 10-Q, our Q1 2020 Form 10-Q and in our 2019 Form 10-K, including the Management’s Discussion and Analysis of Financial Condition and Results of Operations sections and the consolidated financial statements and related notes. These risks, some of which have occurred and any of which may occur in the future, can have a material adverse effect on our business, financial condition, results of operations or the prices of our publicly traded securities. The risks described below and in our 2019 Form 10-K, our Q1 2020 Form 10-Q and our Q2 2020 Form 10-Q are not the only risks we face. Additional risks and uncertainties not currently known to us, or that we currently deem to be immaterial, may occur or become material in the future and adversely affect our business, reputation, financial condition, results of operations or the prices of our publicly traded securities. Therefore, historical operating results, financial and business performance, events and trends are often not a reliable indicator of future operating results, financial and business performance, events or trends.

sold. Authorities in many of these markets have implemented numerous and varying measures to stall the spread and ameliorate the impact of COVID-19, including travel bans and restrictions, quarantines, curfews, restrictions on public gatherings, shelter in place and safer-at-home orders, business shutdowns and closures, and have also implemented multi-step policies with the goal of re-opening these markets. These measures have impacted and will continue to impact us, our customers (including our foodservice customers), consumers, employees, bottlers, contract manufacturers, distributors, joint venture partners, suppliers and other third parties with whom we do business. The countries and territories in which our products are made, manufactured, distributed or sold continue to operate in varying stages of restrictions and re-opening to address the COVID-19 pandemic. While some of these restrictions have been lifted or eased in certain jurisdictions, other jurisdictions have seen increases in new COVID-19 cases resulting in restrictions being reinstated, or new restrictions imposed in these jurisdictions. There continues to be considerable uncertainty regarding how current and future health and safety measures implemented in response to the pandemic will impact our business, including whether they will result in further changes in demand for our products, further increases in operating costs (whether as a result of changes to our supply chain or increases in employee costs, operating costs or otherwise), how they will further impact our supply chain and whether they will result in further reduced availability of air or other commercial transport, port closures or border restrictions, each or all of which can impact our ability to make, manufacture, distribute and sell our products. To date, we have experienced employee absenteeism which has resulted in reduced manufacturing capacity at certain of our facilities and we have incurred increased costs as a result of COVID-19, including increased employee costs, such as expanded benefits and frontline incentives, and other operating costs, such as costs associated with the provision of personal protective equipment and increased sanitation, allowances for credit losses, upfront payment write-offs and inventory write-offs, which have negatively impacted and may continue to negatively impact our profitability. In addition, measures that impact our ability to access our offices (some of which remain closed), plants, warehouses, distribution centers or other facilities, or that impact the ability of our customers (including our foodservice customers), consumers, bottlers, contract manufacturers, distributors, joint venture partners, suppliers and other third parties to do the same, may continue to impact the availability of our and their employees, many of whom are not able to perform their job functions remotely. If a significant percentage of our or our business partners’ workforce is unable to work, including because of illness, facility closures, quarantine, curfews, shelter in place orders, travel restrictions, social distancing requirements or other governmental restrictions or voluntarily adopted practices, our operations will be negatively impacted. Any sustained interruption in our or our business partners’ operations, distribution network or supply chain or any significant continuous shortage of raw materials or other supplies as a result of these measures, restrictions or disruptions, including as a result of increased demand for certain products, can impair our ability to make, manufacture, distribute or sell our products. Compliance with governmental measures imposed in response to COVID-19 has caused and will continue to cause us to incur additional costs, and any inability to comply with such measures can subject us to restrictions on our business activities, fines, and other penalties, any of which can adversely affect our business. In addition, the increase in certain of our employees working remotely has amplified certain risks to our business, including increased demand on our information technology resources and systems, increased phishing, business email compromise and other cybersecurity attacks, including increased introduction of malware, as cybercriminals try to exploit the uncertainty surrounding the COVID-19 pandemic, and an increase in the number of points of potential attack, such as laptops and mobile devices (both of which are now being used in increased numbers), to be secured, and any failure to effectively manage these risks, including to timely identify and appropriately respond to any cyberattacks or other disruption to our technology infrastructure, may adversely affect our business.

often than they did prior to the start of the pandemic or otherwise shopping and consuming food and beverage products in a different manner than they historically have or because some of our consumers have lower discretionary income due to unemployment or reduced or limited work as a result of measures taken in response to the pandemic. Changes in consumer demand as a result of COVID-19 continue to vary in scope and timing by jurisdiction as we sell a wide variety of beverages, foods and snacks, and the amount of revenue attributable to such products varies across these markets. Even as governmental restrictions continue to be relaxed and economies gradually partially or fully reopen in certain of these markets, the ongoing economic impacts and health concerns associated with the pandemic may continue to affect consumer behavior, spending levels and shopping and consumption preferences. In addition, as a result of COVID-19, certain jurisdictions, such as certain states in Mexico, have enacted or are considering enacting new or expanded product labeling or warning requirements or limitations on the marketing or sale of certain of our products as a result of ingredients or substances contained in such products. Changes in consumer purchasing and consumption patterns may increase demand for our products in one quarter, resulting in decreased consumer demand for our products in subsequent quarters, or in one sales channel resulting in potentially reduced profit from sales of our products. We continue to see shifts in product and channel preferences as markets move through varying stages of restrictions and re-opening at different times, including changes in at-home consumption, in immediate consumption and away-from-home channels, such as convenience and gas and foodservice. In addition, we continue to see a rapid increase in demand in the e-commerce and online-to-offline channels and any failure to capitalize on this demand could adversely affect our ability to maintain and grow sales or category share and erode our competitive position.



North Carolina						13-1584302
(State or Other Jurisdiction of Incorporation or Organization)						(I.R.S. Employer Identification No.)


Large accelerated filer	x	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐


		Page No.
Part I Financial Information
Item 1.	Condensed Consolidated Financial Statements	3
	Condensed Consolidated Statement of Income – 12 and 36 Weeks Ended September 5, 2020 and September 7, 2019	3
	Condensed Consolidated Statement of Comprehensive Income – 12 and 36 Weeks Ended September 5, 2020 and September 7, 2019	4
	Condensed Consolidated Statement of Cash Flows – 36 Weeks Ended September 5, 2020 and September 7, 2019	5
	Condensed Consolidated Balance Sheet – September 5, 2020 and December 28, 2019	7
	Condensed Consolidated Statement of Equity – 12 and 36 Weeks Ended September 5, 2020 and September 7, 2019	8
	Notes to the Condensed Consolidated Financial Statements	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28
Report of Independent Registered Public Accounting Firm			53
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	54
Item 4.	Controls and Procedures	54
Part II Other Information
Item 1.	Legal Proceedings	55
Item 1A.	Risk Factors	55
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	58
Item 6.	Exhibits	58


	12 Weeks Ended						36 Weeks Ended
	9/5/2020		9/7/2019		9/5/2020		9/7/2019
Net Revenue	$	18,091	$	17,188	$	47,917	$	46,521
Cost of sales	8,156		7,694		21,371		20,786
Gross profit	9,935		9,494		26,546		25,735
Selling, general and administrative expenses	6,924		6,639		19,292		18,143
Operating Profit	3,011		2,855		7,254		7,592
Other pension and retiree medical benefits income	86		38		247		163
Net interest expense and other	(264)		(224)		(789)		(651)
Income before income taxes	2,833		2,669		6,712		7,104
Provision for income taxes	526		559		1,396		1,529
Net income	2,307		2,110		5,316		5,575
Less: Net income attributable to noncontrolling interests	16		10		41		27
Net Income Attributable to PepsiCo	$	2,291	$	2,100	$	5,275	$	5,548
Net Income Attributable to PepsiCo per Common Share
Basic	$	1.66	$	1.50	$	3.80	$	3.96
Diluted	$	1.65	$	1.49	$	3.79	$	3.94
Weighted-average common shares outstanding
Basic	1,384		1,397		1,387		1,401
Diluted	1,390		1,405		1,393		1,409


	12 Weeks Ended						36 Weeks Ended
	9/5/2020		9/7/2019		9/5/2020		9/7/2019
Net income	$	2,307	$	2,110	$	5,316	$	5,575
Other comprehensive income/(loss), net of taxes:
Net currency translation adjustment	414		(159)		(1,136)		(51)
Net change on cash flow hedges	11		(38)		(37)		(71)
Net pension and retiree medical adjustments	(1)		56		119		115
Other	(3)		(1)		(3)		—
	421		(142)		(1,057)		(7)
Comprehensive income	2,728		1,968		4,259		5,568
Comprehensive income attributable to noncontrolling interests	(16)		(10)		(41)		(27)
Comprehensive Income Attributable to PepsiCo	$	2,712	$	1,958	$	4,218	$	5,541


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)


Proceeds from exercises of stock options	145		282
Withholding tax payments on restricted stock units (RSUs) and performance stock units (PSUs) converted	(86)		(100)
Other financing	(18)		(16)
Net Cash Provided by/(Used for) Financing Activities	6,411		(5,829)
Effect of exchange rate changes on cash and cash equivalents and restricted cash	(184)		(11)
Net Increase/(Decrease) in Cash and Cash Equivalents and Restricted Cash	3,589		(5,062)
Cash and Cash Equivalents and Restricted Cash, Beginning of Year	5,570		10,769
Cash and Cash Equivalents and Restricted Cash, End of Period	$	9,159	$	5,707

Supplemental Non-Cash Activity
Right-of-use assets obtained in exchange for lease obligations	$	431	$	304


	12 Weeks Ended 9/5/2020
	Allowances for Expected Credit Losses^(a)		Upfront Payments to Customers^(b)		Inventory Write-Downs and Product Returns^(c)		Employee Compensation Expense^(d)		Employee Protection Costs^(e)		Other^(f)		Total
FLNA	$	—	$	—	$	1	$	24	$	16	$	—	$	41
QFNA	—		—		—		1		1		1		3
PBNA	3		—		1		14		12		20		50
LatAm	—		—		6		19		6		1		32
Europe	1		1		—		8		6		—		16
AMESA	—		—		—		1		2		3		6
APAC ^(g)	—		—		2		(5)		1		1		(1)

Total	$	4	$	1	$	10	$	62	$	44	$	26	$	147


	36 Weeks Ended 9/5/2020
	Allowances for Expected Credit Losses^(a)		Upfront Payments to Customers^(b)		Inventory Write-Downs and Product Returns^(c)		Employee Compensation Expense^(d)		Employee Protection Costs^(e)		Other^(f)		Total
FLNA	$	19	$	—	$	8	$	124	$	49	$	3	$	203
QFNA	2		—		—		7		2		1		12
PBNA	48		46		30		98		43		30		295
LatAm	1		—		12		35		14		4		66
Europe	5		2		10		17		14		17		65
AMESA	1		—		1		8		6		7		23
APAC ^(g)	—		—		3		(3)		2		2		4

Total	$	76	$	48	$	64	$	286	$	130	$	64	$	668


	12 Weeks Ended						36 Weeks Ended				Plan to Date
	9/5/2020		9/7/2019		9/5/2020		9/7/2019		through 9/5/2020
FLNA	$	2	$	16	$	9	$	22	$	62
QFNA	—		2		1		2		8
PBNA	29		26		32		42		123
LatAm	5		22		14		43		85
Europe	13		15		29		74		134
AMESA	2		5		9		21		50
APAC	1		4		4		41		53
Corporate	8		3		18		37		72
	60		93		116		282		587
Other pension and retiree medical benefits expense	1		5		8		—		45
Total	$	61	$	98	$	124	$	282	$	632


	Severance and Other Employee Costs		Asset Impairments		Other Costs		Total
Liability as of December 28, 2019	$	128	$	—	$	21	$	149
2020 restructuring charges	47		20		57		124
Cash payments ^(a)	(92)		—		(74)		(166)
Non-cash charges and translation	(10)		(20)		4		(26)
Liability as of September 5, 2020	$	73	$	—	$	8	$	81


	9/5/2020										12/28/2019
	Gross		Accumulated Amortization		Net		Gross		Accumulated Amortization		Net
Acquired franchise rights	$	845	$	(167)	$	678	$	846	$	(158)	$	688
Reacquired franchise rights	106		(106)		—		106		(105)		1
Brands	1,317		(1,082)		235		1,326		(1,066)		260
Other identifiable intangibles ^(a)	941		(339)		602		810		(326)		484
Total	$	3,209	$	(1,694)	$	1,515	$	3,088	$	(1,655)	$	1,433


	Balance 12/28/2019		Acquisitions		Translation and Other		Balance 9/5/2020

FLNA^(a)
Goodwill	$	299	$	163	$	—	$	462
Brands	162		179		(1)		340
Total	461		342		(1)		802
QFNA
Goodwill	189		—		—		189
Brands	11		—		—		11
Total	200		—		—		200
PBNA ^(b)
Goodwill	9,898		2,241		—		12,139
Reacquired franchise rights	7,089		—		—		7,089
Acquired franchise rights	1,517		142		—		1,659
Brands^(c)	763		2,400		(41)		3,122
Total	19,267		4,783		(41)		24,009
LatAm
Goodwill	501		—		(57)		444
Brands	125		—		(21)		104
Total	626		—		(78)		548
Europe ^(d)
Goodwill	3,961		16		(175)		3,802
Reacquired franchise rights	505		—		(10)		495
Acquired franchise rights	157		—		10		167
Brands	4,181		—		(135)		4,046
Total	8,804		16		(310)		8,510
AMESA ^(e)
Goodwill	446		521		24		991
Brands	—		208		11		219
Total	446		729		35		1,210
APAC ^(f)
Goodwill	207		357		12		576
Brands	100		307		12		419
Total	307		664		24		995

Total goodwill	15,501		3,298		(196)		18,603
Total reacquired franchise rights	7,594		—		(10)		7,584
Total acquired franchise rights	1,674		142		10		1,826
Total brands	5,342		3,094		(175)		8,261
Total	$	30,111	$	6,534	$	(371)	$	36,274


PepsiCo, Inc.


(Address of principal executive offices and Zip Code)


Registrant's telephone number, including area code


	12 Weeks Ended						36 Weeks Ended
	9/5/2020		9/7/2019		9/5/2020		9/7/2019
FLNA	$	4,399	$	4,105	$	12,746	$	11,930
QFNA	608		576		1,906		1,710
PBNA	5,958		5,643		15,766		15,475
LatAm	1,654		1,904		4,531		5,031
Europe	3,323		3,222		7,887		7,842
AMESA ^(a)	1,252		957		2,866		2,533
APAC	897		781		2,215		2,000
Total	$	18,091	$	17,188	$	47,917	$	46,521


	12 Weeks Ended
	Pension												Retiree Medical
	9/5/2020		9/7/2019		9/5/2020		9/7/2019		9/5/2020		9/7/2019
	U.S.						International
Service cost	$	100	$	87	$	22	$	18	$	6	$	5
Other pension and retiree medical benefits expense/(income):
Interest cost	100		125		21		24		6		9
Expected return on plan assets	(214)		(205)		(52)		(46)		(3)		(4)
Amortization of prior service cost/(credits)	3		2		—		—		(3)		(4)
Amortization of net losses/(gains)	45		37		16		8		(6)		(7)
Settlement losses	—		15		—		3		—		—
Special termination benefits	1		5		—		—		—		—
Total other pension and retiree medical benefits income	(65)		(21)		(15)		(11)		(6)		(6)
Total	$	35	$	66	$	7	$	7	$	—	$	(1)


Interest Rate		Maturity Date	Amount^(a)
2.250	%	March 2025	$	1,500
2.625	%	March 2027	$	500
2.750	%	March 2030	$	1,500
3.500	%	March 2040	$	750
3.625	%	March 2050	$	1,500
3.875	%	March 2060	$	750
0.750	%	May 2023	$	1,000
1.625	%	May 2030	$	1,000
0.250	%	May 2024	€	1,000
0.500	%	May 2028	€	1,000


	Notional Amounts^(a)
	9/5/2020		12/28/2019
Commodity	$	1.0	$	1.1
Foreign exchange	$	2.0	$	1.9
Interest rate	$	4.2	$	5.0
Net investment ^(b)	$	2.6	$	2.5


		9/5/2020						12/28/2019
	Fair Value Hierarchy Levels	Assets^(a)		Liabilities^(a)		Assets^(a)		Liabilities^(a)

Short-term investments:
Index funds ^(b)	1	$	211	$	—	$	229	$	—
Time deposits ^(c)	2	400		—		—		—
		$	611	$	—	$	229	$	—
Prepaid forward contracts ^(d)	2	$	17	$	—	$	17	$	—
Deferred compensation ^(e)	2	$	—	$	449	$	—	$	468
Contingent consideration ^(f)	3	$	—	$	874	$	—	$	—
Derivatives designated as fair value hedging instruments:
Interest rate ^(g)	2	$	4	$	—	$	—	$	5
Derivatives designated as cash flow hedging instruments:
Foreign exchange ^(h)	2	$	21	$	41	$	5	$	32
Interest rate ^(h)	2	—		366		—		390
Commodity ⁽ⁱ⁾	1	—		—		2		5
Commodity ^(j)	2	8		6		2		5
		$	29	$	413	$	9	$	432
Derivatives not designated as hedging instruments:
Foreign exchange ^(h)	2	$	26	$	3	$	3	$	2
Commodity ⁽ⁱ⁾	1	—		—		23		7
Commodity ^(j)	2	11		24		6		24
		$	37	$	27	$	32	$	33
Total derivatives at fair value ^(k)		$	70	$	440	$	41	$	470
Total		$	698	$	1,763	$	287	$	938


	12 Weeks Ended
	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)
	9/5/2020		9/7/2019		9/5/2020		9/7/2019		9/5/2020		9/7/2019
Foreign exchange	$	(10)	$	11	$	31	$	(2)	$	(22)	$	4
Interest rate	4		(12)		(117)		65		(102)		38
Commodity	(37)		27		(29)		32		24		1
Net investment	—		—		118		(40)		—		—
Total	$	(43)	$	26	$	3	$	55	$	(100)	$	43


	Currency Translation Adjustment		Cash Flow Hedges		Pension and Retiree Medical		Other		Accumulated Other Comprehensive Loss Attributable to PepsiCo
Balance as of December 28, 2019 ^(a)	$	(11,290)	$	(3)	$	(2,988)	$	(19)	$	(14,300)
Other comprehensive (loss)/income before reclassifications ^(b)	(735)		(236)		21		1		(949)
Amounts reclassified from accumulated other comprehensive loss	—		157		50		—		207
Net other comprehensive (loss)/income	(735)		(79)		71		1		(742)
Tax amounts	(19)		18		(14)		—		(15)
Balance as of March 21, 2020 ^(a)	$	(12,044)	$	(64)	$	(2,931)	$	(18)	$	(15,057)
Other comprehensive (loss)/income before reclassifications ^(c)	(827)		144		25		(1)		(659)
Amounts reclassified from accumulated other comprehensive loss	—		(127)		57		—		(70)
Net other comprehensive (loss)/income	(827)		17		82		(1)		(729)
Tax amounts	31		(4)		(19)		—		8
Balance as of June 13, 2020 ^(a)	$	(12,840)	$	(51)	$	(2,868)	$	(19)	$	(15,778)
Other comprehensive (loss)/income before reclassifications ^(d)	385		115		(59)		(3)		438
Amounts reclassified from accumulated other comprehensive loss	—		(100)		55		—		(45)
Net other comprehensive (loss)/income	385		15		(4)		(3)		393
Tax amounts	29		(4)		3		—		28
Balance as of September 5, 2020 ^(a)	$	(12,426)	$	(40)	$	(2,869)	$	(22)	$	(15,357)


	12 Weeks Ended 9/5/2020
			Impact of						Impact of
	Reported % Change, GAAP Measure		Foreign exchange translation	Acquisitions and divestitures	Organic % Change, Non-GAAP Measure^(a)		Volume^(b)	Effective net pricing
FLNA	7	%	—	(1)	6	%	3	4
QFNA	6	%	—	—	6	%	4	2
PBNA	6	%	—	(2.5)	3	%	(1.5)	5
LatAm	(13)	%	14	—	1	%	1	—
Europe	3	%	3.5	—	7	%	5	1
AMESA	31	%	2	(35)	(2)	%	1	(2.5)
APAC	15	%	—	(10)	5	%	5	—
Total	5	%	2	(3)	4	%	2	3


	12 Weeks Ended 9/5/2020
			Items Affecting Comparability^(a)
	Reported, GAAP Measure^(b)		Mark-to-market net impact		Restructuring and impairment charges		Inventory fair value adjustments and merger and integration charges		Core, Non-GAAP Measure^(b)
FLNA	$	1,353	$	—	$	2	$	1	$	1,356
QFNA	145		—		—		—		145
PBNA	697		—		29		17		743
LatAm	250		—		5		—		255
Europe	480		—		13		—		493
AMESA	193		—		2		10		205
APAC	163		—		1		5		169
Corporate unallocated expenses	(270)		(71)		8		10		(323)
Total	$	3,011	$	(71)	$	60	$	43	$	3,043


	12 Weeks Ended 9/7/2019
			Items Affecting Comparability^(a)
	Reported, GAAP Measure		Mark-to-market net impact		Restructuring and impairment charges		Inventory fair value adjustments and merger and integration charges		Core, Non-GAAP Measure
FLNA	$	1,286	$	—	$	16	$	—	$	1,302
QFNA	126		—		2		—		128
PBNA	640		—		26		—		666
LatAm	277		—		22		—		299
Europe	455		—		15		5		475
AMESA	210		—		5		2		217
APAC	166		—		4		—		170
Corporate unallocated expenses	(305)		4		3		—		(298)
Total	$	2,855	$	4	$	93	$	7	$	2,959


	36 Weeks Ended 9/7/2019
			Items Affecting Comparability^(a)
	Reported, GAAP Measure		Mark-to-market net impact		Restructuring and impairment charges		Inventory fair value adjustments and merger and integration charges		Core, Non-GAAP Measure
FLNA	$	3,694	$	—	$	22	$	—	$	3,716
QFNA	391		—		2		—		393
PBNA	1,719		—		42		—		1,761
LatAm	785		—		43		—		828
Europe	909		—		74		43		1,026
AMESA	551		—		21		2		574
APAC	388		—		41		—		429
Corporate unallocated expenses	(845)		(50)		37		1		(857)
Total	$	7,592	$	(50)	$	282	$	46	$	7,870


	12 Weeks Ended 9/5/2020
			Impact of Items Affecting Comparability^(a)								Impact of
	Reported % Change, GAAP Measure		Mark-to-market net impact	Restructuring and impairment charges	Inventory fair value adjustments and merger and integration charges	Core % Change, Non-GAAP Measure^(b)		Foreign exchange translation	Core Constant Currency % Change, Non-GAAP Measure^(b)
FLNA	5	%	—	(1)	—	4	%	—	4	%
QFNA	15	%	—	(2)	—	14	%	—	14	%
PBNA	9	%	—	—	2	11	%	—	12	%
LatAm	(10)	%	—	(5)	—	(15)	%	15	0.5	%
Europe	5	%	—	—	(1)	4	%	4.5	8	%
AMESA	(9)	%	—	(2)	5	(6)	%	1	(5)	%
APAC	(1.5)	%	—	(2)	3	—	%	(0.5)	(1)	%
Corporate unallocated expenses	(12)	%	25	(2)	(3)	8	%	—	8	%
Total	5.5	%	(3)	(1)	1	3	%	2	5	%


Period	Total Number of Shares Repurchased^(a)	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number (or Approximate Dollar Value) of Shares That May Yet Be Purchased Under the Plans or Programs
6/13/2020					$	9,925

6/14/2020 - 7/11/2020	1.1	$	131.76	1.1	(141)
					9,784
7/12/2020 - 8/8/2020	0.7	$	136.75	0.7	(100)
					9,684
8/9/2020 - 9/5/2020	1.1	$	137.92	1.1	(159)
Total	2.9	$	135.40	2.9	$	9,525


EXHIBIT
Exhibit 3.1			Amended and Restated Articles of Incorporation of PepsiCo, Inc., effective as of May 1, 2019, which are incorporated herein by reference to Exhibit 3.1 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 3, 2019.
Exhibit 3.2			By-Laws of PepsiCo, Inc., as amended and restated, effective as of April 15, 2020, which are incorporated herein by reference to Exhibit 3.2 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 16, 2020.
Exhibit 15			Letter re: Unaudited Interim Financial Information.
Exhibit 31			Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 32			Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Exhibit 101			The following materials from PepsiCo, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 5, 2020 formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) the Condensed Consolidated Statement of Income, (ii) the Condensed Consolidated Statement of Comprehensive Income, (iii) the Condensed Consolidated Statement of Cash Flows, (iv) the Condensed Consolidated Balance Sheet, (v) the Condensed Consolidated Statement of Equity, and (vi) Notes to the Condensed Consolidated Financial Statements.
Exhibit 104			The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 5, 2020, formatted in iXBRL and contained in Exhibit 101.



		PepsiCo, Inc.
		(Registrant)

Date:	September 30, 2020	/s/ Marie T. Gallagher
		Marie T. Gallagher
		Senior Vice President and Controller
		(Principal Accounting Officer)

Date:	September 30, 2020	/s/ David Yawman
		David Yawman
		Executive Vice President, General Counsel and Corporate Secretary
		(Duly Authorized Officer)


Date: September 30, 2020			/s/ Ramon L. Laguarta
			Ramon L. Laguarta
			Chairman of the Board of Directors and
			Chief Executive Officer


Date: September 30, 2020			/s/ Hugh F. Johnston
			Hugh F. Johnston
			Chief Financial Officer

Document and Entity Information - shares	8 Months Ended
Document and Entity Information - shares	Sep. 05, 2020	Sep. 24, 2020
Document and Entity Information [Line Items]
Document Type	10-Q
Document Period End Date	Sep. 05, 2020
Entity File Number	1-1183
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Registrant Name	PepsiCo, Inc.
Entity Incorporation, State or Country Code	NC
Entity Address, City or Town	Purchase
Entity Address, State or Province	NY
Entity Tax Identification Number	13-1584302
Entity Address, Address Line One	700 Anderson Hill Road
Entity Address, Postal Zip Code	10577
City Area Code	914
Local Phone Number	253-2000
Entity Common Stock, Shares Outstanding		1,381,956,485
Entity Central Index Key	0000077476
Current Fiscal Year End Date	--12-26
Entity Filer Category	Large Accelerated Filer
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	Q3
Amendment Flag	false
Entity Emerging Growth Company	false
Entity Small Business	false
Entity Shell Company	false
Document Quarterly Report	true
Document Transition Report	false
Common stock, par value 1-2/3 cents per share [Member]
Document and Entity Information [Line Items]
Title of 12(b) Security	Common Stock, par value 1-2/3 cents per share
Trading Symbol	PEP
Name of Exchange on which Security is Registered	NASDAQ
One Point Seven Five Percent Notes Due 2021 [Member]
Document and Entity Information [Line Items]
Title of 12(b) Security	1.750% Senior Notes Due 2021
Trading Symbol	PEP21a
Name of Exchange on which Security is Registered	NASDAQ
Two Point Five Percent Notes Due 2022 [Member]
Document and Entity Information [Line Items]
Title of 12(b) Security	2.500% Senior Notes Due 2022
Trading Symbol	PEP22a
Name of Exchange on which Security is Registered	NASDAQ
Zero Point Two Five Percent Notes Due 2024 [Member]
Document and Entity Information [Line Items]
Title of 12(b) Security	0.250% Senior Notes Due 2024
Trading Symbol	PEP24
Name of Exchange on which Security is Registered	NASDAQ
Two Point Six Two Five Percent Notes Due 2026 [Member]
Document and Entity Information [Line Items]
Title of 12(b) Security	2.625% Senior Notes Due 2026
Trading Symbol	PEP26
Name of Exchange on which Security is Registered	NASDAQ
Zero Point Seven Five Percent Notes Due 2027 [Member]
Document and Entity Information [Line Items]
Title of 12(b) Security	0.750% Senior Notes Due 2027
Trading Symbol	PEP27
Name of Exchange on which Security is Registered	NASDAQ
Zero Point Eight Seven Five Percent Notes Due 2028 [Member]
Document and Entity Information [Line Items]
Title of 12(b) Security	0.875% Senior Notes Due 2028
Trading Symbol	PEP28
Name of Exchange on which Security is Registered	NASDAQ
Zero Point Five Percent Notes Due 2028 [Member]
Document and Entity Information [Line Items]
Title of 12(b) Security	0.500% Senior Notes Due 2028
Trading Symbol	PEP28a
Name of Exchange on which Security is Registered	NASDAQ
One Point One Two Five Percent Notes Due 2031 [Member]
Document and Entity Information [Line Items]
Title of 12(b) Security	1.125% Senior Notes Due 2031
Trading Symbol	PEP31
Name of Exchange on which Security is Registered	NASDAQ
Zero Point Eight Seven Five Notes Due 2039 [Member]
Document and Entity Information [Line Items]
Title of 12(b) Security	0.875% Senior Notes Due 2039
Trading Symbol	PEP39
Name of Exchange on which Security is Registered	NASDAQ

CONDENSED CONSOLIDATED STATEMENT OF INCOME - USD ($) shares in Millions, $ in Millions	3 Months Ended		8 Months Ended
	Sep. 05, 2020	Sep. 07, 2019	Sep. 05, 2020	Sep. 07, 2019
Income Statement [Abstract]
Net Revenue	$ 18,091	$ 17,188	$ 47,917	$ 46,521
Cost of sales	8,156	7,694	21,371	20,786
Gross profit	9,935	9,494	26,546	25,735
Selling, general and administrative expenses	6,924	6,639	19,292	18,143
Operating Profit	3,011	2,855	7,254	7,592
Other pension and retiree medical benefits income	86	38	247	163
Interest Expense	(264)	(224)	(789)	(651)
Income before income taxes	2,833	2,669	6,712	7,104
Provision for income taxes	526	559	1,396	1,529
Net income	2,307	2,110	5,316	5,575
Less: Net income attributable to noncontrolling interests	16	10	41	27
Net Income Attributable to PepsiCo	$ 2,291	$ 2,100	$ 5,275	$ 5,548
Earnings Per Share [Abstract]
Earnings Per Share, Basic	$ 1.66	$ 1.50	$ 3.80	$ 3.96
Earnings Per Share, Diluted	$ 1.65	$ 1.49	$ 3.79	$ 3.94
Weighted Average Number of Shares Outstanding, Diluted [Abstract]
Weighted Average Number of Shares Outstanding, Basic	1,384	1,397	1,387	1,401
Weighted Average Number of Shares Outstanding, Diluted	1,390	1,405	1,393	1,409

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($) $ in Millions	8 Months Ended
	Sep. 05, 2020	Sep. 07, 2019
Operating Activities
Net income	$ 5,316	$ 5,575
Depreciation and amortization	1,731	1,634
Share-based compensation expense	186	169
Restructuring and impairment charges	124	282
Cash payments for restructuring charges	(166)	(248)
Business Combination, Integration Related Costs	286	46
Payments for Merger Related Costs	(97)	(4)
Pension and retiree medical plan expenses	121	165
Pension and retiree medical plan contributions	(501)	(391)
Deferred income taxes and other tax charges and credits	96	195
Tax Cuts and Jobs Act, Income Tax Expense (Benefit)	0	(29)
Tax payments related to the TCJ Act	(78)	(393)
Change in assets and liabilities [Abstract]
Accounts and notes receivable	(1,430)	(1,716)
Inventories	(549)	(573)
Prepaid expenses and other current assets	(202)	(264)
Accounts payable and other current liabilities	289	80
Income taxes payable	583	347
Other, net	414	188
Net Cash Provided by (Used in) Operating Activities	6,123	5,063
Investing Activities
Capital spending	(2,074)	(1,959)
Sales of property, plant and equipment	26	63
Payments to Acquire Businesses and Interest in Affiliates	(6,373)	(2,628)
Proceeds from Divestiture of Businesses and Interests in Affiliates	4	253
Payments to Acquire Available-for-sale Securities	(400)	0
Short-term investments, by original maturity [Abstract]
Proceeds from Sale and Maturity of Debt Securities, Available-for-sale	0	8
Proceeds from Sale of Available-for-sale Securities	0	3
Three months or less, net	23	13
Other investing, net	33	(38)
Net Cash Provided by (Used in) Investing Activities	(8,761)	(4,285)
Financing Activities
Proceeds from Issuance of Long-term Debt	10,564	3,098
Payments of long-term debt	(814)	(2,954)
Short-term borrowings, by original maturity
More than three months - proceeds	4,069	6
More than three months - payments	(1,801)	0
Three months or less, net	(11)	94
Cash dividends paid	(4,094)	(3,971)
Share repurchases - common	(1,543)	(2,268)
Proceeds from exercises of stock options	145	282
Withholding tax payments on RSUs and PSUs converted	(86)	(100)
Other financing	(18)	(16)
Net Cash Provided by/(Used for) Financing Activities	6,411	(5,829)
Effect of exchange rate changes on cash and cash equivalents and restricted cash	(184)	(11)
Cash and Cash Equivalents and Restricted Cash, Period Increase (Decrease)	3,589	(5,062)
Cash and Cash Equivalents and Restricted Cash, Beginning of Year	5,570	10,769
Cash and Cash Equivalents and Restricted Cash, End of Period	9,159	5,707
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability	$ 431	$ 304

CONDENSED CONSOLIDATED BALANCE SHEET - USD ($) $ in Millions	Sep. 05, 2020	Dec. 28, 2019
Current Assets
Cash and cash equivalents	$ 9,094	$ 5,509
Short-term investments	611	229
Accounts and notes receivable, less allowance: 9/20 - $220 and 12/19 - $105	9,295	7,822
Inventory, Raw Materials and Supplies, Gross	1,798	1,395
Inventories
Work-in-process	275	200
Finished goods	2,062	1,743
Inventory, Net, Total	4,135	3,338
Prepaid expenses and other current assets	925	747
Total Current Assets	24,060	17,645
Property, Plant and Equipment	44,116	43,003
Accumulated Depreciation	(24,390)	(23,698)
Property, Plant and Equipment, Net, Total	19,726	19,305
Amortizable Intangible Assets, net	1,515	1,433
Goodwill	18,603	15,501
Other Indefinite-Lived Intangible Assets	17,671	14,610
Indefinite-Lived Intangible Assets	36,274	30,111
Investments in Noncontrolled Affiliates	2,752	2,683
Deferred Income Tax Assets, Net	4,357	4,359
Other Assets	3,357	3,011
Total Assets	92,041	78,547
Current Liabilities
Short-term debt obligations	6,692	2,920
Accounts payable and other current liabilities	19,317	17,541
Total Current Liabilities	26,009	20,461
Long-term Debt Obligations	37,879	29,148
Deferred Income Tax Liabilities, Net	4,217	4,091
Other Liabilities	10,341	9,979
Liabilities	78,446	63,679
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 1,391 shares, respectively)	23	23
Capital in excess of par value	3,848	3,886
Retained earnings	63,013	61,946
Accumulated other comprehensive loss	(15,357)	(14,300)
Repurchased common stock, in excess of par value (484 and 476 shares, respectively)	(38,044)	(36,769)
Stockholders' Equity Attributable to Parent	13,483	14,786
Stockholders' Equity Attributable to Noncontrolling Interest	112	82
Total Equity	13,595	14,868
Total Liabilities and Equity	$ 92,041	$ 78,547