PEP 8-K Current Reports

PEPSICO INC 8-K Report, Corporate Update (Oct 16, 2026)

PepsiCo, Inc. has announced the successful offering of €1 billion in senior notes, comprising €500 million of 3.750% Senior Notes due 2029 and €500 million of 4.250% Senior Notes due 2035. The company received net proceeds of approximately €994 million, after accounting for underwriting discounts and expenses. These funds are designated for general corporate purposes, including the repayment of commercial paper, indicating a proactive approach to managing its short-term debt obligations. The offering was conducted under PepsiCo's automatic shelf registration statement and was formalized through a Terms Agreement with joint book-running managers Deutsche Bank AG, London Branch and HSBC Bank plc. The Notes are unsecured and rank equally with other senior unsecured indebtedness. This debt issuance provides PepsiCo with additional liquidity and flexibility to support its ongoing operations and strategic initiatives.

Oct 16, 2026 8-K

PEPSICO INC 8-K Report, Financial Results (Oct 8, 2026)

PepsiCo's third-quarter 2026 results (12 weeks ended September 5, 2026) show top-line momentum with net revenue up 5.6% to $25.3 billion and organic revenue growth accelerating to 3.1% from 2.7% in the year-ago period. Volume growth was positive across both global beverages and convenient foods, and the company credited the International segments for most of the strength, while North America remains the weak spot. Beverages North America grew net revenue 5%, largely from 2025 acquisitions, but convenient foods trends in North America improved only sequentially and remained pressured by lower effective net pricing. Reported profitability is flattered by comparisons and non-operating items. GAAP operating profit rose 19% and EPS rose 17% to $2.23, but this reflects favorable acquisition-related charges and mark-to-market gains, and the prior-year period included Rockstar impairment charges. On a core basis, which is the more relevant measure for underlying performance, core operating profit grew only 3%, core operating margin contracted 35 basis points to 16.9%, and core EPS rose 2% to $2.34 (core constant currency EPS +1.5%). The core figures also benefited from a 4-point tariff refund tailwind, which means underlying cost pressure is somewhat larger than the headline suggests. Management modestly adjusted fiscal 2026 guidance. Organic revenue growth is now expected at about 3% (up from 2%-4%), net revenue at about 6%, and core constant currency EPS growth at 1%-2%, down from the prior low-end of 4%-6%. Core EPS guidance is 2.5%-3.5%, lower than before. Management explicitly flagged additional structural cost reductions to fund growth investments and offset rising input cost inflation, signaling that margin pressure and reinvestment will shape the near-term earnings trajectory.

Oct 8, 2026 8-K

PEPSICO INC 8-K Report, Executive Changes (Sep 17, 2026)

PepsiCo, Inc. has announced a significant addition to its Board of Directors, with the election of Joaquin Duato, effective December 1, 2026. Mr. Duato brings extensive leadership experience, currently serving as Chairman and CEO of Johnson & Johnson, and previously holding senior executive roles within that organization for over three decades. This appointment is strategically important as Mr. Duato will also join PepsiCo's Audit Committee, bringing his considerable financial and governance expertise to a critical oversight function. Investors should note that Mr. Duato's compensation structure reflects standard practices for new non-employee directors, involving an initial stock award and prorated equity awards, along with an annual cash retainer. The effective date of December 1, 2026, indicates a future integration into the Board's activities.

Sep 17, 2026 8-K

PEPSICO INC 8-K Report, Financial Results (Jul 9, 2026)

PepsiCo reported second-quarter 2026 results (12 weeks ended June 13, 2026) with net revenue up 6.4% to $24.2 billion, driven by 2.4% organic growth, a 2.2-point foreign exchange tailwind, and a 1.8-point net benefit from acquisitions. Organic volume growth was strong internationally, while North American convenient foods saw lower effective net pricing and declining net revenue. Reported EPS rose 137% to $2.18 and operating profit rose 125%, but this comparison is flattered by the prior-year impairment charges tied to Rockstar and Be & Cheery. The more meaningful measures show core EPS up 4% to $2.20 and core operating profit up 4%, with core operating margin contracting 40 basis points to 16.8%. For the first half, net revenue grew 7.3% and organic revenue grew 2.5%, with core EPS up 6% to $3.81. Management highlighted that global organic volume is growing at the fastest pace since 2022, citing international strength and portfolio evolution toward portion control, functional, and zero-sugar offerings. Management also flagged planned restaging of certain global brands, affordability investments, and productivity efforts to improve operating leverage, which may weigh on near-term margins. PepsiCo affirmed its fiscal 2026 guidance: organic revenue growth of 2% to 4%, core constant currency EPS growth of 4% to 6%, free cash flow conversion of at least 80%, and about $8.9 billion in shareholder returns. Year-to-date operating cash flow improved to $2.4 billion from $1.0 billion, though working capital absorbed cash and short-term debt rose to $10.6 billion. Investors will likely focus on whether North American pricing pressure eases and whether margin pressure from reinvestment is manageable within the reaffirmed targets.

Jul 9, 2026 8-K

PEPSICO INC 8-K Report, Corporate Update (May 22, 2026)

PepsiCo, Inc. (PEP) disclosed on May 22, 2026 that it terminated its two existing $5.0 billion revolving credit facilities, both dated May 23, 2025 and both led by Citibank, N.A. as administrative agent, and replaced them with two new $5.0 billion unsecured revolving facilities. Neither terminated facility had any outstanding borrowings at termination, so the refinancing is a routine renewal of liquidity backstops rather than a new borrowing event. The filing does not disclose any drawdown, change in leverage, or material new obligation. The new 364-day facility matures May 21, 2027 and can be borrowed in U.S. dollars and/or euros. It can be increased to $5.75 billion with lender consent and allows renewal or conversion of outstanding amounts into a term loan of up to one year. The new five-year facility matures May 22, 2031, includes a $1.2 billion euro-denominated swing line sublimit, and permits up to two one-year extensions at the company's request. It also can be upsized to $5.75 billion. Both agreements are for general corporate purposes, including working capital, capital investments and acquisitions. For investors, the key takeaway is that PepsiCo maintains committed, flexible liquidity of up to $10 billion across the two facilities, with the five-year tranche extending the maturity profile to 2031. Pricing terms disclosed in the exhibits include a 0.025% commitment fee on the 364-day facility and a 0.045% fee on the five-year facility, with drawn spreads of 0.625% over Term SOFR or EURIBO. These are modest costs, consistent with an investment-grade issuer maintaining standby capacity.

May 22, 2026 8-K

Shareholder Matters

PEPSICO INC 8-K Report, Shareholder Vote Results (May 8, 2026)

PepsiCo's 8-K reports the results of its 2026 Annual Meeting of Shareholders, held May 6, 2026. Shareholders re-elected all 13 director nominees, with each receiving majority support. Support ranged from about 91% (Robert Pohlad) to about 99% (Sir Dave Lewis) of votes cast for and against. Shareholders also ratified KPMG LLP as the independent auditor for fiscal 2026, with about 92% of votes cast in favor. This is a routine outcome that signals continued board stability and no auditor change. Shareholders approved, on an advisory basis, the executive compensation program, with about 89% of votes cast in favor. That is a solid level of support, though lower than a near-unanimous result, and it suggests some investor scrutiny of pay practices. All three shareholder proposals were defeated. The proposal for an independent board chair received about 26% support, the human rights oversight report about 17%, and the animal treatment report in the supply chain about 9%. Investors can read these votes as broad backing for management's current governance structure and for its approach to these social and governance topics. Overall, the filing shows a stable governance picture with no surprises. The main points for investors are the strong director and auditor support, the moderate but clear endorsement of executive pay, and the rejection of all shareholder proposals. Because this is a procedural 8-K, it does not contain financial results, guidance, or strategic announcements.

May 8, 2026 8-K

PEPSICO INC 8-K Report, Financial Results (Apr 16, 2026)

PepsiCo reported first-quarter 2026 results for the 12 weeks ended March 21, 2026, with net revenue up 8.5% to $19.4 billion. Organic revenue grew 2.6%, a modest figure that was helped by pricing, with only a slight contribution from organic volume. Foreign exchange added 3.4 points and acquisitions and divestitures added 2.5 points. GAAP EPS rose 27% to $1.70, but this was flattered by items affecting comparability, including net mark-to-market gains on commodity derivatives. Core EPS rose 9% to $1.61, and core constant-currency EPS rose a more modest 5%, which is the cleaner view of underlying earnings growth. Segment performance was mixed. North America Foods and Beverages showed sequential improvement in revenue and volume, with Foods returning to volume growth as innovation and affordability initiatives took hold. Core operating profit in PFNA fell 4% on a constant-currency basis, while PBNA rose 7%. International businesses showed resilience, with Asia Pacific Foods and EMEA posting strong core constant-currency operating profit growth of 30% and 17%, respectively. Core operating margin expanded only 10 basis points to 15.7%, indicating that productivity savings were largely consumed by operating cost increases and investments. Management affirmed full-year 2026 guidance, including organic revenue growth of 2% to 4% and core constant-currency EPS growth of 4% to 6%, and it reiterated cash returns of about $8.9 billion. It also reaffirmed the previously announced 4% dividend increase, which marks the 54th consecutive annual increase. Free cash flow conversion is guided to at least 80%. Operating cash flow of $41 million was far weaker than the prior year's use of $973 million, largely reflecting working capital and pension timing, so investors should look to later quarters to confirm cash generation.

Apr 16, 2026 8-K

PEPSICO INC 8-K Report, Corporate Update (Feb 11, 2026)

PepsiCo, Inc. (PEP) has filed an 8-K report detailing its recent issuance of senior notes. The company successfully raised approximately €2.482 billion in net proceeds through the offering of four tranches of notes: €500 million in Floating Rate Notes due 2028, €650 million in 3.300% Senior Notes due 2034, €850 million in 3.700% Senior Notes due 2038, and €500 million in 4.150% Senior Notes due 2047. These unsecured senior notes rank equally with PepsiCo's other unsecured senior indebtedness. The primary purpose of this debt issuance is for general corporate purposes, with a specific mention of repaying commercial paper. This move indicates PepsiCo's proactive management of its debt structure and liquidity. Investors should note the varying maturities and interest rates, including a floating rate option for the 2028 notes, offering different risk and yield profiles within the company's debt.

Feb 11, 2026 8-K

PEPSICO INC 8-K Report, Financial Results (Feb 3, 2026)

PepsiCo reported fourth-quarter and full-year 2025 results on February 3, 2026, showing a sharp reported rebound in Q4 but a weak full year. Q4 GAAP net revenue rose 5.6% to $29.3 billion, with organic revenue growth of 2.1%, a sequential acceleration. Q4 GAAP EPS was $1.85, up 68%, and core constant-currency EPS rose 11% to $2.26 on a core basis. Full-year GAAP net revenue grew 2.3% to $93.9 billion, but GAAP EPS fell 14% to $6.00 because of roughly $2.0 billion of impairment charges, primarily related to the Rockstar brand and the TBG investment. Core full-year EPS was $8.14, essentially flat, and core constant-currency operating profit growth was about 2%. Management affirmed its 2026 guidance: organic revenue growth of 2 to 4%, core constant-currency EPS growth of 4 to 6%, a core tax rate of about 22%, capex below 5% of net revenue, and free cash flow conversion of at least 80%. Implied reported net revenue growth is 4 to 6%, and implied core EPS growth is about 5 to 7%. Management expects North America to improve and International to remain resilient, and it plans a record year of productivity savings to fund growth investments. It also raised the annualized dividend 4% to $5.92 per share, the 54th consecutive annual increase, and authorized a new $10 billion buyback through February 2030. For investors, the key takeaways are the Q4 momentum and the reaffirmed 2026 outlook, offset by heavy full-year impairments, rising commodity and tariff costs, and a balance sheet with rising debt. Total cash returns of about $8.9 billion in 2026 (dividends of $7.9 billion plus $1.0 billion in buybacks) are covered by operating cash flow, though free cash flow in 2025 was pressured by higher acquisition spending and lower capex. Watching whether North America volume recovers will be the key test for the 2026 plan.

Feb 3, 2026 8-K

Regulation FDExhibits & Filings

PEPSICO INC 8-K Report, Executive Changes (Dec 15, 2025)

PepsiCo, Inc. (PEP) has filed an 8-K detailing a significant leadership transition within its North America division. Effective December 28, 2025, Steven Williams, currently the Chief Executive Officer of North America, will assume a new, expanded role as Executive Vice President & Vice Chairman, Global Chief Commercial Officer & Corporate Affairs. This move signals a strategic realignment within the company, likely aimed at leveraging Williams' expertise across broader global commercial and corporate affairs functions. Investors should view this transition as a potential indicator of PepsiCo's strategic priorities moving forward. The appointment to a global role suggests a focus on driving international growth and strengthening the company's commercial and public relations efforts on a worldwide scale. While the departure from the direct leadership of the crucial North America market is notable, the elevated global responsibilities suggest confidence in Williams' ability to contribute at a higher strategic level, potentially impacting future revenue streams and brand perception globally. Further analysis will be required to understand the specific implications for the North America business and the appointment of a successor.

Dec 15, 2025 8-K

PEPSICO INC 8-K Report, Regulation FD Disclosure (Dec 8, 2025)

PepsiCo (PEP) furnished an 8-K on December 8, 2025 announcing a set of commercial and financial priorities aimed at enhancing shareholder value, alongside a preliminary 2026 financial outlook. The announcement follows a comprehensive Board-overseen review and constructive engagement with activist shareholder Elliott Investment Management, which publicly supports the plan. The core message is a pivot toward PepsiCo Foods North America: affordability tiers ("sharper everyday value"), an innovation agenda emphasizing cleaner labels and protein/fiber, and aggressive cost reduction (three plant closures this year, SKU cuts of nearly 20% in the U.S.). Management guides to 2026 organic revenue growth of 2-4% (with the high end weighted to 2H26), core constant currency EPS growth of 4-6%, and at least 100 basis points of aggregate core operating margin expansion over three years. For investors, the headline reported figures are modestly positive but come with important caveats. Management expects core EPS to rise roughly 5-7% in 2026 as reported, or 7-9% excluding the drag from global minimum tax regulations, which lifts the core effective tax rate to about 22% from roughly 20% in 2025. Capital spending is to be held below 5% of net revenue, dividends are to continue growing (following 53 consecutive years of increases), and free cash flow conversion is guided to at least 80% in 2026 (including a nearly $1 billion final Tax Cuts and Jobs Act payment) and at least 90% in 2027. The company will also weigh portfolio optimization against buybacks. A comprehensive North America supply chain and go-to-market review is deferred to late 2026, so the bigger structural decisions remain open. The filing also affirms 2025 guidance, including low-single-digit organic revenue growth, flat core constant currency EPS, and about $8.6 billion in total cash returns. Investors should note that the announcement is largely a targeted reinvestment-and-efficiency plan rather than a major change in strategy, and that the forward-looking outlook is subject to the risks listed in the cautionary statement, including demand, input costs, tariffs, and execution of productivity initiatives. Key near-term checkpoints are the December 9 CEO call, the February 3, 2026 fourth-quarter results (which will include total 2026 cash return figures), and the February 18 CAGNY presentation.

Dec 8, 2025 8-K

Earnings & ResultsLeadership ChangesExhibits & Filings

PEPSICO INC 8-K Report, Financial Results (Oct 9, 2025)

PepsiCo reported third-quarter 2025 results for the 12 weeks ended September 6, 2025, with reported net revenue up 2.6% to $23.9 billion and organic revenue up 1.3%. However, GAAP EPS fell 11% to $1.90, driven mainly by a $1.99 billion year-to-date impairment charge, primarily tied to the Rockstar brand, which pushed 36-week operating profit down 25%. On a non-GAAP basis, Q3 core EPS was $2.29, with core constant currency EPS down 2%. Year-to-date core constant currency EPS declined 3.5%, and the company's full-year outlook calls for low-single-digit organic revenue growth and core constant currency EPS roughly flat versus 2024's $8.16 core EPS. Management said the improved outlook for core USD EPS reflects a smaller expected foreign exchange headwind of about 0.5 points, down from 1.5 points previously. Leadership changes are the other key item. Steve Schmitt, currently CFO of Walmart U.S., will become EVP and CFO effective November 10, 2025, succeeding Jamie Caulfield, who will stay on through a transition agreement ending May 15, 2026. Schmitt's package includes a $900,000 base salary, a 150% incentive target, a $3.5 million sign-on bonus, and a $7 million special RSU grant intended to offset forfeited compensation from his prior employer. Director Darren Walker will also retire from the board effective November 19, 2025, for reasons unrelated to any disagreement with the company. For investors, the central tension is between top-line stabilization and profit pressure. Organic growth remains modest, cost pressure is severe enough to prompt a 'right-sizing' of the cost base, and the Rockstar impairment raises questions about the health of acquired and indefinite-lived brands. The CFO transition arrives at a time when management is emphasizing cost optimization and portfolio reshaping, so execution under new leadership will be closely watched.

Oct 9, 2025 8-K

PEPSICO INC 8-K Report, Corporate Update (Jul 28, 2025)

PepsiCo, Inc. has announced the successful offering of €1 billion in senior notes, split equally between €500 million of 3.450% Senior Notes due 2037 and €500 million of 4.050% Senior Notes due 2055. The company received net proceeds of approximately €989 million from this issuance. These funds are designated for general corporate purposes, including the repayment of commercial paper. The offering was conducted under PepsiCo's existing shelf registration statement and involved several prominent financial institutions as joint book-running managers. This debt issuance allows PepsiCo to strengthen its liquidity and manage its capital structure. The issuance of long-term debt, particularly with fixed coupon rates, can provide financial flexibility and potentially lock in favorable borrowing costs. Investors in these notes are lending to PepsiCo with specific maturity dates and coupon rates, and the notes are unsecured obligations ranking equally with other senior unsecured indebtedness of the company.

Jul 28, 2025 8-K

Regulation FDOther EventsExhibits & Filings

PEPSICO INC 8-K Report, Corporate Update (Jul 23, 2025)

PepsiCo, Inc. (PEP) has announced the successful completion of a significant senior notes offering, raising approximately $3.484 billion in net proceeds. This offering comprises multiple tranches of senior notes with varying maturities and coupon rates, including $750 million of 4.100% Senior Notes due 2029, $650 million of 4.300% Senior Notes due 2030, $850 million of 4.650% Senior Notes due 2032, and $1.25 billion of 5.000% Senior Notes due 2035. The company intends to use these proceeds for general corporate purposes, notably for the repayment of commercial paper. The offering was facilitated by prominent financial institutions, including BofA Securities, Inc., Citigroup Global Markets Inc., and J.P. Morgan Securities LLC, acting as joint book-running managers. The notes are unsecured and rank equally with PepsiCo's other unsecured senior indebtedness. This financing activity suggests a proactive approach by PepsiCo to manage its capital structure and debt obligations.

Jul 23, 2025 8-K

PEPSICO INC 8-K Report, Regulation FD Disclosure (Jul 17, 2025)

PepsiCo's July 17, 2025 Form 8-K is a recast of historical segment reporting, not a change to reported financials. Following the realignment of reportable segments effective Q1 2025, the company furnished recast FY2023 segment data (Exhibit 99.1) and updated Item 1, Item 7 (MD&A), and selected footnotes from its 2024 Form 10-K (Exhibit 99.2). The company states the changes affect only how prior segment results are presented, and that the filing does not revise or restate previously reported consolidated financial statements for any period. The structural changes are meaningful for segment-level analysis. The former six-segment structure is now reorganized around PepsiCo Foods North America (Frito-Lay and Quaker combined), PepsiCo Beverages North America (unchanged), a new EMEA segment that houses company-owned international bottlers, Latin America Foods, Asia Pacific Foods (now including India), and International Beverages Franchise, which consolidates international franchise beverage businesses previously spread across several regions. Investors modeling segment growth, margins, or organic volume trends should use the recast figures rather than comparing against legacy segment disclosures. For the recast FY2023 baseline, total net revenue of $91.5 billion and core operating profit of $13.9 billion are unchanged at the consolidated level, but segment mix shifts materially. For example, PFNA reports $28.0 billion in net revenue and EMEA $16.2 billion on the new basis, and organic volume and effective net pricing are presented by the new segments. The filing contains no new guidance, no material event disclosure, and no change to 2024 consolidated results.

Jul 17, 2025 8-K

PEPSICO INC 8-K Report, Financial Results (Jul 17, 2025)

PepsiCo reported second-quarter 2025 results for the 12 weeks ended June 14, 2025. Net revenue rose 1.0% to $22.7 billion, and organic revenue grew 2.1%, a sign of improving top-line momentum versus the prior quarter. Reported diluted EPS fell 59% to $0.92, driven mainly by a $1.86 billion impairment charge tied to the Rockstar and Be & Cheery brands. On a non-GAAP basis, core EPS was $2.12, and core constant-currency EPS declined 5%. Core constant-currency operating profit fell 3%, with International segments (IB Franchise, LatAm Foods, EMEA) offsetting weakness in North America and Asia Pacific Foods. Management reaffirmed its 2025 framework of low-single-digit organic revenue growth and core constant-currency EPS roughly flat versus 2024. The company lowered its expected foreign exchange headwind to about 1.5 percentage points from about 3 points, which improves the reported outlook. On that basis, the company now implies a core EPS decline of about 1.5% from 2024 core EPS of $8.16, compared with a previously implied 3% decline. Cash returns to shareholders are still expected to total about $8.6 billion, including $7.6 billion in dividends and $1.0 billion in buybacks. The filing also shows balance sheet and cash flow pressure. Year-to-date operating cash flow was $996 million versus $1,315 million a year earlier, as working capital absorbed cash. Short-term debt rose to $12.1 billion from $7.1 billion at year-end 2024, and year-to-date acquisition spending was about $3.1 billion. Investors will likely focus on whether North America execution improves enough to support the flat core EPS outlook, and on the pace of free cash flow generation relative to dividend commitments.

Jul 17, 2025 8-K

PEPSICO INC 8-K Report, Corporate Update (May 23, 2025)

PepsiCo, Inc. (PEP) filed this Form 8-K on May 23, 2025 to report a routine refinancing of its two principal committed bank facilities. Effective May 23, 2025, the company terminated its $5.0 billion 364-day and $5.0 billion five-year unsecured revolving credit agreements, both dated May 24, 2024, and entered into replacement facilities of the same $5.0 billion size with Citibank, N.A. as administrative agent. Both prior facilities were undrawn at termination, so the transaction carries no immediate impact on reported debt or cash. The key changes are in the tenor and flexibility of the new facilities. The 364-day facility expires May 22, 2026, and the five-year facility expires May 23, 2030, with up to two one-year extension requests available. Both can be upsized by up to $750 million to $5.75 billion in aggregate, and both allow borrowing in U.S. dollars or euros. The five-year facility adds a $750 million euro-denominated swing line subfacility. Borrowing subsidiaries may also draw under the agreements, and proceeds are available for general corporate purposes, including working capital, capital investments and acquisitions. For investors, the filing signals continued access to committed liquidity and supports PepsiCo's financial flexibility as a backstop for commercial paper and working capital needs. The filing does not disclose pricing terms in the 8-K excerpt provided beyond the contractual fee and margin structure in the exhibits (for example, a 0.025% commitment fee on the 364-day facility and 0.045% on the five-year facility, with drawn spreads of 0.625% over Term SOFR or EURIBO). Because the facilities are undrawn and renewed on similar terms, the filing is best read as a routine liquidity maintenance event rather than a material change in PepsiCo's credit profile.

May 23, 2025 8-K

Shareholder Matters

PEPSICO INC 8-K Report, Shareholder Vote Results (May 9, 2025)

PepsiCo, Inc. (PEP) filed an 8-K report on May 8, 2025, detailing the results of its 2025 Annual Meeting of Shareholders held on May 7, 2025. The primary focus of this filing is the voting outcomes on several key proposals. Investors will note the overwhelmingly positive reception for the re-election of all 15 director nominees, with each receiving substantial support. Additionally, shareholders ratified the appointment of KPMG LLP as the company's independent registered public accounting firm for fiscal year 2025 and approved, on an advisory basis, the company's executive compensation. Conversely, several shareholder proposals did not gain majority approval. These include proposals related to a third-party assessment on non-sugar sweetener risks, a third-party racial equity audit, a report on biodiversity and nature loss risks, and sustainable packaging policies for plastics. The strong support for management's slate of directors and executive compensation, contrasted with the rejection of these shareholder initiatives, suggests continued shareholder confidence in the current board and executive leadership's strategic direction.

May 9, 2025 8-K

PEPSICO INC 8-K Report, Financial Results (Apr 24, 2025)

PepsiCo reported first-quarter 2025 results (12 weeks ended March 22, 2025) with GAAP net revenue down 1.8% to $17.9 billion, GAAP EPS of $1.33 (down 10%), and core EPS of $1.48 (core constant currency down 4%). Organic revenue grew 1.2%, but foreign exchange cut reported revenue by about 3 points. GAAP operating profit fell 5% to $2.58 billion, and core operating profit was down about 1% on a constant currency basis. Results were mixed by segment: international franchise beverages, EMEA and Asia Pacific Foods were relatively stronger, while PepsiCo Foods North America (volume down 1%, core constant currency operating profit down 7%) and Latin America Foods (reported revenue down 12%) were weaker. The company also recast its segments effective Q1 2025 to reflect a new organizational structure. The most important change for investors is guidance. PepsiCo now expects core constant currency EPS to be approximately flat versus 2024's $8.16 core EPS, down from prior expectations of mid-single-digit growth. Management cited higher supply chain costs tied to tariffs, elevated macroeconomic volatility, and subdued consumer demand. Organic revenue growth guidance of low-single digits is unchanged, and the company reiterated approximately $8.6 billion in total cash returns, including $7.6 billion in dividends. The previously announced 5% dividend increase (the 53rd consecutive annual increase) remains in place. Balance sheet activity was notable in the quarter. Operating cash flow was negative at $(973) million, reflecting seasonal working capital outflows, and PepsiCo spent $1.2 billion on acquisitions. Short-term debt rose to $9.1 billion from $7.1 billion at year-end, and long-term debt increased to $39.4 billion from $37.2 billion. Goodwill and other indefinite-lived intangibles increased, consistent with the acquisition activity. Investors will likely focus on whether mitigation actions can offset tariff-related costs and whether North America can improve performance.

Apr 24, 2025 8-K/A

PEPSICO INC 8-K/A Report, Executive Changes (Feb 7, 2025)

This 8-K/A filing from PepsiCo, Inc. (PEP) provides an amendment to a previous disclosure regarding the appointment of Christine Tammara as Senior Vice President and Controller (Principal Accounting Officer), effective May 3, 2025. The amendment clarifies her compensation package for this new role. Investors should note the details of her base salary, incentive targets, and long-term incentive awards, as these represent significant executive compensation elements and could influence investor perception of management alignment and future performance incentives.

Feb 7, 2025 8-K

PEPSICO INC 8-K Report, Corporate Update (Feb 7, 2025)

PepsiCo, Inc. has announced a significant debt offering, raising approximately $3.483 billion in net proceeds through the issuance of various senior notes. The offering includes $500 million in 4.400% Senior Notes due 2027, $750 million in 4.450% Senior Notes due 2028, $1 billion in 4.600% Senior Notes due 2030, and $1.25 billion in 5.000% Senior Notes due 2035. These proceeds are earmarked for general corporate purposes, notably including the repayment of commercial paper, indicating a strategic move to manage its short-term debt obligations and strengthen its capital structure. The offering was executed under its existing shelf registration statement, with major financial institutions acting as joint book-running managers.

Feb 7, 2025 8-K

PEPSICO INC 8-K Report, Financial Results (Feb 4, 2025)

PepsiCo reported fourth-quarter and full-year 2024 results on February 4, 2025 (16 and 52 weeks ended December 28, 2024). Full-year GAAP net revenue was essentially flat at $91.9 billion (+0.4%), with a 1.5-point foreign exchange headwind; organic revenue grew 2.0%, driven by 4% effective net pricing offset by a 2% decline in organic volume. GAAP EPS rose 6% to $6.95, while core constant currency EPS rose 9% to $8.16 on a non-GAAP basis. Operating profit increased 8% on a GAAP basis to $12.9 billion, though results were uneven across divisions: Europe and Asia Pacific improved sharply on prior-year impairments, while Quaker Foods North America fell 38% on the Quaker recall and North American volume weakness, and PepsiCo Beverages North America declined 11%. Fourth-quarter results were mixed. Reported net revenue was flat at $27.8 billion, and organic revenue grew 2.1%. GAAP EPS was $1.11, up 17%, but this was flattered by the comparison with a prior-year quarter that included large impairment charges; core EPS was $1.96, up 14% on a constant currency basis. Results were weighed down by North America, where Frito-Lay and PepsiCo Beverages North America posted organic volume declines, and by Latin America, where an indirect tax reserve and currency effects hurt profit. Free cash flow was pressured by lower operating cash flow of $12.5 billion (versus $13.4 billion), and net cash used for financing rose to $7.6 billion, largely due to higher dividend payments and debt management. Looking ahead, management guided to low-single-digit organic revenue growth and mid-single-digit core constant currency EPS growth for 2025, with an expected foreign exchange headwind of roughly 3 percentage points on reported revenue and core EPS. Management also announced a 5% increase in the annualized dividend to $5.69 per share, the 53rd consecutive annual increase, and expects total shareholder cash returns of about $8.6 billion in 2025. The company stated that its productivity initiatives are intended to fund commercial investment and support profitability, and it emphasized the need to improve performance in North America.

Feb 4, 2025 8-K

Earnings & ResultsLeadership ChangesExhibits & Filings

PEPSICO INC 8-K Report, Executive Changes (Dec 11, 2024)

PepsiCo, Inc. (PEP) has announced a significant change in its principal accounting officer role. Christine E. Tammara, currently Senior Vice President, Controller for PepsiCo Beverages North America, has been appointed as the new Senior Vice President and Controller (Principal Accounting Officer) of the Company. This transition is set to occur upon the retirement of the current officer, Marie T. Gallagher, on May 3, 2025. Investors should note that Ms. Tammara brings extensive experience within PepsiCo's finance and control functions since joining in 2007, including recent leadership roles in beverages and internal auditing. While this appointment signals continuity in leadership within the controller function, it's important for investors to be aware of the timing and the fact that specific compensation arrangements for Ms. Tammara in this new role have not yet been disclosed. The company has indicated that this information will likely be detailed in future filings. This announcement, though not directly impacting financial results, is a key governance update concerning the oversight of financial reporting.

Dec 11, 2024 8-K

PEPSICO INC 8-K Report, Financial Results (Oct 8, 2024)

PepsiCo's Q3 2024 results (12 weeks ended September 7, 2024) show a business that is resilient on profitability but soft on top-line growth. Reported net revenue fell 0.6% to $23.3 billion, driven by a sharp 13% decline at Quaker Foods North America following the voluntary recall of certain bars and cereals. Organic revenue grew 1.3% in the quarter, and organic volume declined 2%. Reported EPS was $2.13, down 5% year over year, while core constant currency EPS rose 5% to $2.31. Year-to-date, reported EPS was $5.84 (up 4%) and core EPS was $6.20, with core constant currency EPS growth of 7%. Management lowered its full-year 2024 organic revenue guidance to a low-single-digit increase, down from approximately 4%. Management reiterated at least 8% core constant currency EPS growth, which it says will be achieved through tighter cost management, productivity initiatives, and reinvestment in marketplace competitiveness. Management cited subdued category trends in North America, continued recall impacts at Quaker, and geopolitical disruption in certain international markets. Together these points signal that investors should expect margin support from cost control rather than strong top-line momentum in the near term. The guidance implies core 2024 EPS of at least $8.15, and the company expects roughly $8.2 billion in total cash returns to shareholders. Separately, Controller and Principal Accounting Officer Marie T. Gallagher will retire effective May 3, 2025, with the company stating that the departure is not related to any disagreement on accounting or disclosure matters. The filing is a routine leadership transition with no direct financial impact.

Oct 8, 2024 8-K

Corporate ChangesExhibits & Filings

PEPSICO INC 8-K Report, Bylaw Amendment (Sep 20, 2024)

PepsiCo, Inc. (PEP) has filed an 8-K report detailing amendments to its By-Laws, effective September 20, 2024. These changes are primarily administrative and designed to align the Company's governance practices with recent regulatory updates and state corporate law. The amendments address the implementation of new SEC "universal proxy card" rules, which will impact the procedures for shareholder nominations and proposals at meetings. They also incorporate provisions from the North Carolina Business Corporation Act concerning remote meeting participation and shareholder list accessibility. While these amendments are largely technical, they signal PepsiCo's commitment to maintaining compliance with evolving corporate governance standards. Investors should note that these changes do not appear to alter the fundamental rights or economic interests of shareholders, but rather streamline the processes around shareholder engagement and meeting administration. The full text of the amended By-Laws is available as an exhibit to this filing for those seeking more detailed information.

Sep 20, 2024 8-K

PEPSICO INC 8-K Report, Corporate Update (Jul 17, 2024)

PepsiCo, Inc. (PEP) announced a significant senior notes offering, raising a total of approximately $2.232 billion after deducting underwriting discounts and expenses. This offering includes three tranches: $850 million in 4.500% Senior Notes due 2029, $650 million in 4.800% Senior Notes due 2034, and $750 million in 5.250% Senior Notes due 2054. The net proceeds are earmarked for general corporate purposes, notably the repayment of commercial paper, indicating a strategic move to manage its short-term debt obligations and potentially optimize its capital structure.

Jul 17, 2024 8-K

PEPSICO INC 8-K Report, Financial Results (Jul 11, 2024)

PepsiCo's Q2 2024 results (12 weeks ended June 15, 2024) show modest top-line growth with strong profitability. Reported net revenue rose 0.8% to $22.5 billion, and organic revenue growth was 1.9%. GAAP EPS was $2.23, up 13%, while core constant-currency EPS grew 10%. Gross and operating margins expanded sharply: reported operating profit rose 11% to $4.05 billion, and core operating margin expanded about 103 basis points. The quarter was helped by a sharp recovery in Europe and PepsiCo Beverages North America, offset by a steep decline at Quaker Foods North America, where a voluntary product recall and weak category trends cut revenue by 18%. Frito-Lay North America was roughly flat in revenue but down 4% in volume. Management lowered its full-year 2024 organic revenue growth outlook to approximately 4% from at least 4%, a subtle but notable trim. It reaffirmed at least 8% core constant-currency EPS growth, implying core EPS of at least $8.15, and kept cash returns to shareholders at about $8.2 billion. Management said it will step up productivity initiatives and make disciplined commercial investments in North American convenient foods, including value propositions, advertising and go-to-market execution, to stimulate growth in the second half. Investors will likely focus on whether these investments can restore volume growth in North America without eroding the margin gains seen so far. Cash flow was weaker in the first half. Operating cash flow fell to $1.3 billion from $2.0 billion a year earlier, driven by working capital outflows including a large reduction in accounts payable and other current liabilities. Capital spending of $1.7 billion and dividends of $3.5 billion exceeded operating cash flow, and net debt rose. Short-term debt increased to $8.3 billion. The company also absorbed product-recall costs and related cash payments, and the 2024 outlook assumes an approximate 1-point foreign exchange headwind to reported revenue and core EPS.

Jul 11, 2024 8-K

Leadership ChangesShareholder MattersExhibits & Filings

PEPSICO INC 8-K Report, Corporate Update (May 24, 2024)

On May 24, 2024, PepsiCo, Inc. (PEP) replaced its two existing $4.2 billion revolving credit facilities, both dated May 26, 2023 and led by Citibank, N.A., with two new $5.0 billion unsecured revolving credit agreements. Both legacy facilities were terminated effective May 24, 2024, and the filing states that no borrowings were outstanding under either at termination. The refinancing is a routine liquidity-maintenance step that keeps committed backup credit in place for working capital, capital investments, acquisitions, and general corporate purposes, and it does not by itself signal a change in PepsiCo's financial condition. The new facilities are split into a 364-day agreement (expiring May 23, 2025) and a five-year agreement (expiring May 24, 2029). Each allows borrowing of up to $5.0 billion in U.S. dollars and/or euros and can be upsized to $5.75 billion with lender consent. The five-year facility includes a $750 million euro swing line subfacility and can be extended up to two times by one year each. Pricing is set by the filing's terms: the 364-day facility carries a 0.025% commitment fee and a spread of 0.625% over Adjusted Term SOFR (Term SOFR plus 0.10%), while the five-year facility carries a 0.045% commitment fee and the same 0.625% spread. From an investor standpoint, the key points are the increase in committed backup liquidity versus the prior $8.4 billion combined capacity, the extended five-year tenor that reduces near-term refinancing risk, and the modest pricing that reflects PepsiCo's credit profile. The filing discloses no new debt drawn, no covenant changes that would be material to the company's results, and no adverse events. Because the agreements are standard unsecured bank facilities and are filed as exhibits, investors should review the full exhibit text for covenants, events of default, and cross-default terms.

May 24, 2024 8-K

PEPSICO INC 8-K Report, Executive Changes (May 3, 2024)

PepsiCo, Inc. filed an 8-K report on May 2, 2024, detailing the outcomes of its Annual Meeting of Shareholders held on May 1, 2024. The most significant event for investors was the shareholder approval of the amended and restated Long-Term Incentive Plan. This plan, previously approved by the Compensation Committee and Board of Directors, is crucial for aligning executive compensation with long-term company performance and shareholder value. Additionally, the filing confirms the overwhelming re-election of all 15 director nominees, indicating strong shareholder confidence in the current board's leadership. The appointment of KPMG LLP as the independent registered public accounting firm for fiscal year 2024 was also ratified. Notably, shareholders voted in favor of advisory approval of executive compensation but rejected several shareholder proposals on topics ranging from golden parachutes to environmental and social risks.

May 3, 2024 8-K

PEPSICO INC 8-K Report, Financial Results (Apr 23, 2024)

PepsiCo's first-quarter 2024 results (12 weeks ended March 23, 2024) showed modest top-line and earnings growth, with GAAP net revenue up 2.3% to $18.25 billion and GAAP diluted EPS of $1.48, up 6% from $1.40. Organic revenue grew 2.7% and core constant-currency EPS rose 7%, with core EPS of $1.61. Growth was held back by product recalls at Quaker Foods North America, where net revenue fell 24% and operating results swung to a $49 million loss on a GAAP basis, partly offset by a strong International business, particularly Europe and Latin America. Volume trends improved sequentially, though total organic volume was down about 2%. Management reaffirmed all 2024 guidance: at least 4% organic revenue growth, at least 8% core constant-currency EPS growth, an approximate 20% core effective tax rate, and roughly $8.2 billion in cash returns to shareholders. Implied 2024 core EPS is at least $8.15. The company also confirmed a 7% annualized dividend increase beginning with the June 2024 payment, its 52nd consecutive annual increase. A roughly 1-percentage-point foreign exchange headwind to reported revenue and core EPS growth is still expected. For investors, the key points are the quarter's resilience despite the Quaker recall, the reaffirmed guidance, and the continued dividend growth. Cash flow from operations was negative $1.04 billion in the quarter, driven by seasonal working capital outflows and a $3.4 billion reduction in payables and other current liabilities, a typical pattern for the first quarter rather than a sign of deterioration. Shares outstanding were broadly stable at about 1.38 billion.

Apr 23, 2024 8-K

PEPSICO INC 8-K Report, Corporate Update (Feb 16, 2024)

PepsiCo, Inc. (PEP) has filed an 8-K report detailing a significant senior notes offering completed on February 16, 2024. The company, through its wholly-owned subsidiary PepsiCo Singapore Financing I Pte. Ltd., successfully raised approximately $1.739 billion in net proceeds from the issuance of various senior notes, including floating rate notes due 2027 and fixed-rate notes maturing in 2027, 2029, and 2034. These notes are fully and unconditionally guaranteed by PepsiCo on a senior unsecured basis. The proceeds from this offering are earmarked for general corporate purposes, with a specific mention of repaying commercial paper. This strategic debt financing indicates PepsiCo's proactive management of its capital structure and its ability to access favorable market conditions for debt issuance. Investors should note that the notes are unsecured and rank equally with other senior unsecured indebtedness of both the issuer and PepsiCo.

Feb 16, 2024 8-K

PEPSICO INC 8-K Report, Financial Results (Feb 9, 2024)

PepsiCo reported fourth-quarter and full-year 2023 results for the 16 and 52 weeks ended December 30, 2023. Full-year GAAP net revenue rose 5.9% to $91.5 billion, and GAAP EPS grew 2% to $6.56. Organic revenue growth was a stronger 9.5%, driven by effective net pricing of 13 points and a 3-point organic volume decline. Core constant-currency EPS rose 14% to $7.62 (core EPS of $7.62 versus $6.79 in 2022, with the constant-currency measure excluding FX). GAAP results were pressured by roughly $1.2 billion of impairment and other charges, most notably a $321 million impairment on the Tropicana Brands Group investment and continued SodaStream-related impairments, plus product recall costs tied to the Quaker Foods North America bar and cereal recall. Prior-year GAAP results also included a $3.0 billion juice-transaction gain, which makes reported beverage and operating profit comparisons look sharply worse than underlying performance. Fourth-quarter 2023 results were mixed. GAAP net revenue fell 0.5% and GAAP EPS jumped to $0.94 from $0.37, but core EPS rose to $1.78 from $1.67, and organic revenue grew 4.5%. Quaker's quarter was hit hard by the recall, with operating profit down 79% on a reported basis and organic revenue down 10%. Management noted that the 53rd reporting week in 2022 distorts year-over-year comparisons, and that category growth is normalizing as consumer behavior returns to pre-pandemic patterns while inflation moderates. For 2024, PepsiCo guided to at least 4% organic revenue growth and at least 8% core constant-currency EPS growth, implying core EPS of at least $8.15. The company also expects a roughly 1-point FX headwind, a 20% core tax rate, and about $8.2 billion in total cash returns to shareholders, including $7.2 billion in dividends and $1.0 billion in buybacks. The annualized dividend rises 7% to $5.42 per share, marking the 52nd consecutive annual increase. Investors should weigh the strong underlying pricing and profit momentum against the ongoing recall drag on Quaker and the guidance that assumes pricing realization moderates.

Feb 9, 2024 8-K

PEPSICO INC 8-K Report, Executive Changes (Jan 18, 2024)

PepsiCo, Inc. (PEP) has announced a significant leadership change within its North American beverages division. Kirk Tanner, the Chief Executive Officer of PepsiCo Beverages North America, has tendered his resignation, which will be effective on February 2, 2024. This departure marks the end of Mr. Tanner's tenure with the company and necessitates the identification of a successor to lead this crucial segment of PepsiCo's operations.

Jan 18, 2024 8-K/A

PEPSICO INC 8-K/A Report, Executive Changes (Nov 17, 2023)

This 8-K/A filing from PepsiCo, Inc. (PEP) provides an amendment to a previous filing, detailing the compensation arrangements for James (“Jamie”) Caulfield upon his appointment as Executive Vice President and Chief Financial Officer, effective November 30, 2023. The filing specifies his annual base salary and target incentive, offering transparency into the financial package for a key executive role. Investors can view this as confirmation of the leadership transition and the established terms for the new CFO, which are standard for such appointments.

Nov 17, 2023 8-K

PEPSICO INC 8-K Report, Corporate Update (Nov 13, 2023)

PepsiCo, Inc. (PEP) filed an 8-K on November 13, 2023, to report on the successful offering of new senior notes. The company raised a total of $2.5 billion through three series of notes: $1 billion in Floating Rate Notes due 2024, $800 million in 5.250% Senior Notes due 2025, and $700 million in 5.125% Senior Notes due 2026. These notes are unsecured and rank equally with PepsiCo's other senior indebtedness. The net proceeds from this offering, approximately $2,495 million after deducting underwriting discounts and expenses, are designated for general corporate purposes, including the repayment of commercial paper. This debt issuance, conducted under an existing shelf registration statement, provides PepsiCo with additional financial flexibility and resources for its operational needs.

Nov 13, 2023 8-K

PEPSICO INC 8-K Report, Executive Changes (Nov 6, 2023)

PepsiCo, Inc. (PEP) has announced a significant change in its financial leadership through an 8-K filing. Hugh F. Johnston will be resigning as CFO, effective November 30, 2023, after serving the company for an unspecified period. This departure marks the end of an era for the company's financial operations under his tenure. In response to Mr. Johnston's resignation, PepsiCo has appointed James (“Jamie”) Caulfield as the new Executive Vice President and Chief Financial Officer, also effective November 30, 2023. Mr. Caulfield brings extensive experience to the role, having served as Senior Vice President, Chief Financial Officer of PepsiCo Foods North America since 2019 and accumulating over 30 years of financial leadership within various divisions of PepsiCo. Investors should monitor the transition and any future compensation details for Mr. Caulfield as they emerge.

Nov 6, 2023 8-K

PEPSICO INC 8-K Report, Financial Results (Oct 10, 2023)

PepsiCo reported third-quarter 2023 results (12 weeks ended September 9, 2023) that beat its own trajectory on the bottom line and raised its full-year 2023 core constant currency EPS growth guidance to 13% from 12%. Reported net revenue rose 6.7% to $23.45 billion, and organic revenue grew 8.8%, driven by strong pricing (effective net pricing of roughly 11%) with organic volume down about 2.5%. GAAP EPS was $2.24, up 15%, while core EPS was $2.25, up 16% on a constant currency basis. Operating profit increased 20% on a reported basis, with Europe and PepsiCo Beverages North America showing notable improvement. Management reaffirmed its 10% organic revenue growth target for 2023 and reiterated 2023 cash returns to shareholders of about $7.7 billion. Year-to-date results are more mixed. Reported EPS fell 7% to $5.62, largely because the prior-year period included a large $3.3 billion gain from the Tropicana juice divestiture and a $1.6 billion impairment, which distort the comparison. Adjusted for these items, year-to-date core constant currency EPS is up 16%, and organic revenue is up 11.8%. Management also expects 2023 core EPS of $7.54, an 11% increase from 2022. Free cash flow and balance sheet trends are worth watching: operating cash flow reached $7.63 billion year to date, but short-term debt rose to $8.9 billion from $3.4 billion at year-end 2022, and cash rose to $10.0 billion. Looking ahead, management said it expects full-year 2024 organic revenue and core constant currency EPS growth toward the upper end of its long-term targets of 4% to 6% and high-single-digit percentage, respectively. Investors should note that this filing furnishes the earnings release under Item 2.02 and is not deemed filed for Section 18 liability purposes. The company also cited ongoing risks, including the Ukraine conflict, input cost inflation, foreign exchange volatility, and changes in consumer demand.

Oct 10, 2023 8-K

PEPSICO INC 8-K Report, Financial Results (Jul 13, 2023)

PepsiCo reported second-quarter 2023 results for the 12 weeks ended June 17, 2023, with reported net revenue up 10.4% to $22.3 billion and organic revenue up 13.0%. Reported EPS rose 93% to $1.99, but that comparison is distorted by 2022 impairment charges tied to the Russia-Ukraine conflict. On a core basis, EPS was $2.09, up 15% on a constant-currency basis. Volume was down 1% overall, with pricing (effective net pricing) doing most of the work in driving organic growth, while Frito-Lay North America and Europe were the standout segments. Management raised its full-year 2023 guidance: organic revenue growth is now expected at 10% (from 8%) and core constant-currency EPS growth at 12% (from 9%). This implies core EPS of $7.47 (from $7.27), a 10% increase over 2022 core EPS of $6.79. Capital return expectations are unchanged at roughly $7.7 billion, including $6.7 billion in dividends and $1.0 billion in buybacks, and the company still expects an approximate 2-point foreign exchange headwind. For investors, the quarter shows strong pricing power and profit recovery, with operating profit up 76% on a reported basis. However, the reported figures are inflated by the lapping of prior-year charges, so the core and organic metrics are the better guide to underlying performance. Volume softness and a sharp rise in SG&A (driven by selling and distribution costs) are the main watch items, and the raised guidance depends on sustaining pricing gains and productivity initiatives.

Jul 13, 2023 8-K

PEPSICO INC 8-K Report, Corporate Update (May 30, 2023)

PepsiCo, Inc. (PEP) disclosed on May 30, 2023 (Form 8-K, Item 8.01) that it terminated its two existing $3.8 billion revolving credit facilities, both dated May 27, 2022 and led by Citibank, N.A. as administrative agent, effective May 26, 2023. Neither facility had outstanding borrowings at termination, so the change is administrative and does not reflect any drawdown or liquidity stress. On May 26, 2023, PepsiCo replaced them with two new unsecured revolving credit agreements totaling $4.2 billion in aggregate: a $4.2 billion 364-day facility expiring May 24, 2024, and a $4.2 billion five-year facility expiring May 26, 2028. Both can be upsized to $4.95 billion with lender agreement, and both are available in U.S. Dollars and/or Euros. For investors, the key takeaways are the modest increase in committed capacity (from $7.6 billion combined to $8.4 billion) and the extended tenor on the core five-year facility. The new facilities provide a backstop for commercial paper and general corporate purposes, including working capital, capital investments, and acquisitions. The five-year facility also includes a $750 million euro swing line sub-facility for same-day borrowings. Pricing terms in the exhibits include a commitment fee of 0.025% on the 364-day facility and 0.045% on the five-year facility, with drawn spreads of 0.625% over Adjusted Term SOFR (which includes a 0.10% credit spread adjustment) or EURIBOR. The filing is a routine refinancing of backup liquidity facilities rather than a material transaction with new financial obligations. It does not include new earnings guidance, operational updates, or changes to PepsiCo's debt outstanding. The exhibits contain standard covenants and events of default, and the lenders may have commercial or investment banking relationships with PepsiCo, consistent with typical syndicated facilities.

May 30, 2023 8-K

Shareholder Matters

PEPSICO INC 8-K Report, Shareholder Vote Results (May 5, 2023)

PepsiCo, Inc. (PEP) filed an 8-K on May 4, 2023, reporting the final voting results from its Annual Meeting of Shareholders held on May 3, 2023. The key outcomes indicate strong shareholder confidence in the company's current leadership and governance. All proposed directors were overwhelmingly elected, and the appointment of KPMG LLP as the independent registered public accounting firm for fiscal year 2023 was ratified. Shareholder approval was also granted, on an advisory basis, for the company's executive compensation structure and for holding annual advisory votes on executive compensation. These results suggest a general alignment between management and shareholders on strategic direction and compensation practices. Furthermore, several shareholder proposals, including those related to an independent Board Chair, global transparency, reproductive healthcare legislation impacts, and net-zero emissions policies, were narrowly defeated. The overwhelming rejection of these proposals, particularly by a significant margin of votes against and broker non-votes, highlights that the majority of voting shareholders sided with the Board's recommendations against these specific initiatives at this time. Investors should note the strong endorsement of the incumbent board and current executive compensation approach.

May 5, 2023 8-K

PEPSICO INC 8-K Report, Financial Results (Apr 25, 2023)

PepsiCo reported first-quarter 2023 results for the 12 weeks ended March 25, 2023, showing strong top-line growth and a raised full-year outlook. Net revenue rose 10.2% to $17.8 billion, and organic revenue grew 14.3%, with 14% organic growth in the total volume-and-price mix (about 1 point from volume and roughly 16 points from effective net pricing at the total level). Core EPS of $1.50 rose 18% on a constant-currency basis. Reported GAAP EPS fell 54% to $1.40, but that comparison is distorted by the prior-year gain of roughly $3.3 billion from the Juice Transaction (sale of Tropicana and other juice brands), so the reported decline should not be read as operational deterioration. Operating profit fell 50% on a reported basis for the same reason, while core results were up about 19% on a constant-currency basis. Management raised its 2023 guidance. Organic revenue growth is now expected at 8% (previously 6%), and core constant currency EPS growth at 9% (previously 8%). Implied 2023 core EPS is $7.27 (previously $7.20), a 7% increase over 2022 core EPS of $6.79, with an expected foreign exchange headwind of about 2 percentage points. Cash returns to shareholders are still planned at about $7.7 billion, including $6.7 billion in dividends and $1.0 billion in buybacks. Cash generation was weaker in the quarter, with operating cash flow of negative $392 million, driven by a $2.3 billion reduction in accounts payable and other current liabilities. PepsiCo financed the shortfall with $3.0 billion of new long-term debt, and total debt rose to about $41.8 billion from roughly $39.1 billion at year-end 2022. At the segment level, Frito-Lay North America delivered 16% organic growth and a 23% reported operating profit increase, and PepsiCo Beverages North America grew organic revenue 12%. Europe's core operating profit more than doubled, and Africa, Middle East and South Asia saw 29% organic revenue growth, though with high inflation-driven pricing. Investors should weigh the strong pricing-led growth and raised guidance against the working capital outflow, higher debt, and the continued foreign exchange headwind. Because the Form 8-K furnishes the press release rather than filing it, the information is not subject to Section 18 liability, and the document contains forward-looking statements subject to risks such as Ukraine-related disruption, input cost inflation, and currency movements.

Apr 25, 2023 8-K

PEPSICO INC 8-K Report, Corporate Update (Feb 15, 2023)

PepsiCo, Inc. (PEP) filed an 8-K on February 15, 2023, to report on a significant senior notes offering completed on February 13, 2023. The company successfully raised a total of approximately $2.983 billion in net proceeds after underwriting discounts and expenses. This capital will be utilized for general corporate purposes, specifically mentioning the repayment of commercial paper, indicating a proactive approach to managing its short-term debt obligations. The offering comprised multiple tranches of senior notes with varying maturities and interest rates, including a $350 million floating-rate note due 2026 and fixed-rate notes ranging from 2026 to 2053. The diverse maturity profile suggests PepsiCo is strategically managing its debt structure to align with its long-term financial planning and potentially take advantage of favorable market conditions for debt issuance.

Feb 15, 2023 8-K

Regulation FDExhibits & Filings

PEPSICO INC 8-K Report, Financial Results (Feb 9, 2023)

PepsiCo reported fourth-quarter and full-year 2022 results that were strong on the top line but distorted at the GAAP earnings level. Full-year net revenue rose 8.7% to $86.4 billion, and organic revenue growth was 14.4%, with the gap to reported growth mainly reflecting foreign exchange (a 3-point headwind) and the divestiture of Tropicana, Naked and other juice brands. Core constant-currency EPS grew 11% for the year to $6.79, and 10% in the fourth quarter to $1.67. GAAP diluted EPS rose 17% to $6.42 for the year, but fell 61% to $0.37 in the fourth quarter, because of roughly $1.6 billion of Q4 intangible asset impairments, primarily the SodaStream brand, and about $3.3 billion of pre-tax gain from the Juice Transaction recognized over the year. Investors should focus on core results when assessing underlying performance. The quarter also included a 53rd reporting week, which added to reported growth and is not repeated in 2023. Management attributed the strength to pricing, productivity and volume recovery in several divisions. Europe was the weakest segment, with a Q4 operating loss of $1.0 billion, driven by impairments, Russia-Ukraine conflict charges in the full year, and higher commodity costs. Commodity inflation (cooking oil, grains, packaging, fuel and resin) was a significant headwind across divisions, partly offset by net pricing. For 2023, PepsiCo guided to 6% organic revenue growth and 8% core constant-currency EPS growth, implying core EPS of about $7.20. Management expects roughly a 2-point foreign exchange headwind to reported growth, a 20% core effective tax rate, and total cash returns to shareholders of about $7.7 billion, including $6.7 billion in dividends and $1.0 billion in buybacks. The board also approved a 10% increase in the annualized dividend to $5.06 per share, the 51st consecutive annual increase.

Feb 9, 2023 8-K

PEPSICO INC 8-K Report, Regulation FD Disclosure (Dec 12, 2022)

PepsiCo, Inc. (PEP) has filed an 8-K report on December 12, 2022, to disclose a significant debt management action. The company has irrevocably deposited sufficient cash and/or U.S. government securities with The Bank of New York Mellon to fully satisfy all principal and interest payments on a specified list of outstanding notes, originally issued by The Quaker Oats Company. This action, known as 'defeasance,' effectively discharges PepsiCo's obligations under the associated indenture as of April 12, 2023.

Dec 12, 2022 8-K

Regulation FDExhibits & Filings

PEPSICO INC 8-K Report, Regulation FD Disclosure (Nov 9, 2022)

PepsiCo, Inc. (PEP) disclosed in this November 9, 2022 Form 8-K, under Regulation FD (Item 7.01), that its wholly owned subsidiary Pepsi-Cola Metropolitan Bottling Company, Inc. (PMBC) has called for redemption of all of its remaining outstanding debt: the 7% Senior Notes due 2029 (CUSIP 713409 AC4) and the 5.50% Notes due May 15, 2035 (CUSIP 71343P AC5). The redemption date is December 12, 2022, and the notes will be redeemed at the greater of par or a make-whole price, plus accrued and unpaid interest. Once redemption is complete, no notes will remain outstanding. For investors, this is a debt-retirement and housekeeping action rather than a change in operating performance, strategy, or guidance. The filing does not discuss earnings, revenue, or cash flow. The relevant considerations are the cash outlay required to fund the make-whole payments and the elimination of these legacy obligations, which were inherited through PepsiAmericas and the Pepsi Bottling Group bottling-system consolidations. The 2029 notes carry a relatively high 7% coupon, so retiring them removes higher-cost debt from the capital structure, while the make-whole formulas (Treasury plus 25 bps for the 2029s and Treasury plus 20 bps for the 2035s) determine the exact payout. The filing does not state the aggregate principal amount or the expected cash cost, so those figures must be taken from PepsiCo's other filings. The information is furnished rather than filed, so it is not subject to Section 18 liability. Exhibits 99.1 and 99.2 contain the formal redemption notices, which set out payment mechanics: holders must surrender notes to the designated paying agent (BNY Mellon for the 2029s, Computershare as agent for Wells Fargo for the 2035s), and holders who do not provide valid tax forms face up to 24% backup withholding.

Nov 9, 2022 8-K

PEPSICO INC 8-K Report, Financial Results (Oct 12, 2022)

PepsiCo reported third-quarter 2022 results (12 weeks ended September 3, 2022) that beat expectations on the top and bottom line, and management raised its full-year 2022 guidance. Reported net revenue rose 8.8% to $21.97 billion, with organic revenue growth of 16.0%, and reported EPS rose 22% to $1.95. Core EPS of $1.97 rose 14% on a constant-currency basis. Year-to-date, organic revenue grew 14.3%, and core constant-currency EPS grew 11%. Strength was broad, led by Frito-Lay North America (+20% revenue) and Latin America (+22% organic), though Europe's reported growth was only 1% due to the Juice Transaction and foreign exchange. The company now expects full-year organic revenue growth of 12% (previously 10%) and core constant-currency EPS growth of 10% (previously 8%). Implied 2022 core EPS is about $6.73, up from $6.63 previously and roughly 7.5% above 2021 core EPS of $6.26. The foreign exchange headwind assumption was also increased to about 2.5 percentage points from 2 points, reflecting the stronger U.S. dollar. Cash returns to shareholders are still expected to total about $7.7 billion, including $6.2 billion in dividends and $1.5 billion in buybacks. Year-to-date GAAP results were distorted by one-time items. PepsiCo recorded a $3.3 billion pre-tax gain from selling its Tropicana, Naked and other juice brands to PAI Partners for about $3.5 billion in cash and a 39% noncontrolling interest in a new joint venture. It also took $1.6 billion in impairment charges, mainly tied to the Russia-Ukraine conflict, and about $1.4 billion in Russia-Ukraine conflict charges. Investors should focus on core results, which strip out these items and reflect underlying operating momentum.

Oct 12, 2022 8-K

PEPSICO INC 8-K Report, Corporate Update (Jul 22, 2022)

PepsiCo, Inc. (PEP) announced a significant senior notes offering on July 15, 2022, which closed with the issuance of £300,000,000 in 3.200% Senior Notes due 2029 and £450,000,000 in 3.550% Senior Notes due 2034. The company received net proceeds of approximately £745 million from this offering, which are earmarked for general corporate purposes, including the repayment of commercial paper. This debt issuance diversifies PepsiCo's funding sources and provides capital for operational needs and potential strategic initiatives. Investors should note that these senior notes are unsecured and rank equally with PepsiCo's other unsecured senior indebtedness. The offering was executed under PepsiCo's existing shelf registration statement and involved several prominent financial institutions as joint book-running managers. The terms of the notes, including interest rates, maturity dates, and redemption options, are detailed in the filing, offering transparency into the company's capital structure and debt obligations.

Jul 22, 2022 8-K

PEPSICO INC 8-K Report, Corporate Update (Jul 18, 2022)

PepsiCo, Inc. (PEP) announced the successful offering of $1.25 billion in senior notes on July 14, 2022, with the issuance completed on July 18, 2022. This offering comprised $750 million of 3.600% Senior Notes due 2028 and $500 million of 4.200% Senior Notes due 2052. The net proceeds from this issuance, totaling approximately $1,241 million after underwriting discounts and expenses, are intended for general corporate purposes, including the repayment of commercial paper.

Jul 18, 2022 8-K

PEPSICO INC 8-K Report, Corporate Update (Jul 18, 2022)

PepsiCo, Inc. (PEP) filed an 8-K on July 18, 2022, to announce the successful offering of $1.25 billion in 3.900% Senior Notes due 2032. The company received net proceeds of approximately $1,242 million from this issuance. These funds are earmarked to finance, in whole or in part, "Eligible Green Projects" that align with PepsiCo's Sustainable Development Goals, as defined by the United Nations. This move underscores PepsiCo's commitment to environmental sustainability alongside its core business operations.

Jul 18, 2022 8-K