PEPPepsiCo
We were incorporated in Delaware in 1919 and reincorporated in North Carolina in 1986. 10-K, Item 1
- Employees
- 306,000
- Headquarters
- Purchase, NY
- CEO
- Ramon Laguarta
- Next results
- around Feb 2, 2027
3 paragraphs in Risk Factors of the 10-K filed Feb 3, 2026 with nothing like them in the 10-K filed Feb 4, 2025. Quoted exactly. Paragraphs that were only edited are under 10-K change.
Compared with the Risk Factors in the latest 10-K of the other 31 Consumer staples companies: a paragraph with at least half its words the same at another company is called similar, and the companies are listed under it. A paragraph most of them have is marked boilerplate. No line means no other company has one like it. This counts text; it does not say how serious a risk is.
our control that could negatively impact product availability and decrease demand for our products if our crisis management plans do not effectively mitigate these issues.
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instability of our key suppliers. Any sustained or significant disruption in the future to the manufacturing or sourcing of products or materials could increase our costs and interrupt product supply, which can adversely impact our business.
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to increase the cost of certain of our products, reduce overall consumption of our products or lead to negative publicity, resulting in an adverse effect on our business and financial performance.
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New in the latest 10-Q
17 paragraphs in the 10-Q filed Oct 8, 2026 with nothing like them in the 10-Q filed Jul 9, 2026 (at least half the words must differ; new numbers alone do not count). Quoted exactly, grouped by the item heading above them. This is text that changed, not a judgement of how serious it is.
Financial statements and notes
(e) In the 12 and 36 weeks ended September 6, 2025, we recorded a pre-tax charge of $ 82 million in selling, general and administrative expenses and income tax expense of $ 47 million in provision for income taxes (collectively, $ 0.09 per share) related to an indirect and income tax audit settlement in our LatAm Foods segment.
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On August 28, 2025, we consummated a transaction with Celsius Holdings, Inc. (Celsius), pursuant to which we acquired convertible preferred shares and transferred cash and certain non-cash assets, primarily the Rockstar brand of $ 0.5 billion in the United States and Canada (Celsius Transaction). For further information on the convertible preferred shares, see Note 8. On the same date, we entered into an agreement with Celsius to be the exclusive distributor for the Alani Nu brand in certain channels in the United States and Canada that commenced in the fourth quarter of 2025.
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In the 12 and 36 weeks ended September 5, 2026, we recognized a pre-tax settlement charge of $ 144 million ($ 111 million after-tax or $ 0.08 per share) in a U.S. qualified defined benefit pension plan due to lump sum distributions to retired or terminated employees. The settlement charge was triggered when the cumulative lump sum distributions exceeded the total annual service and interest cost in 2026. As a result, related plan assets and benefit obligations were remeasured using assumptions as of September 5, 2026, the remeasurement date. The weighted-average discount rate for the U.S. defined benefit plans’ projected benefit obligations increased from 5.5 % to 5.7 % as a result of the remeasurement. In addition, for purposes of determining the 2026 net periodic benefit cost/(income), the weighted-average interest cost discount rate for the U.S. defined benefit pension plans increased from 4.9 % to 5.1 %, while the weighted-average expected return on plan assets remained unchanged at 7.8 %. Any incremental lump sum payments made in the fourth quarter of 2026 would result in additional settlement charges for the year.
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(a) U.S. amounts for the 12 and 36 weeks ended September 5, 2026 include a pre-tax settlement charge of $ 144 million ($ 111 million after-tax or $ 0.08 per share) in a U.S. qualified defined benefit pension plan.
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Occasionally, we are exposed to fluctuation in market prices of certain of our equity investments. Subsequent to September 5, 2026, we manage this risk through the use of derivative or non-derivative instruments, including forward contracts. Derivative positions are marked to market each period with the resulting gains and losses offset by price changes in the underlying hedged investments. Cash flows associated with the settlement of these instruments are classified within investing activities.
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(a) In billions. Subsequent to September 5, 2026, we entered into a forward sale contract for a notional amount of $ 253 million to hedge the exposure to changes in price of an investment.
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Investments in debt securities that we have the positive intent and ability to hold until maturity are classified as held-to-maturity. As of September 5, 2026, we had $ 70 million of investments in U.S. municipal bonds held-to-maturity debt securities with $ 25 million recorded in short-term investments and $ 45 million recorded in other assets. As of December 27, 2025, our held-to-maturity debt securities were not material. Held-to-maturity debt securities are recorded at amortized cost, which approximates fair value, and realized gains or losses are reported in earnings. As of September 5, 2026 and December 27, 2025, gross unrecognized gains and losses and the allowance for expected credit losses were not material.
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On August 28, 2025, as part of the Celsius Transaction described in Note 4, we acquired Series B convertible preferred shares, issued by Celsius, valued at $ 585 million upon acquisition, excluding acquisition-related charges. These Series B convertible preferred shares include certain conversion and redemption features and convert into Celsius common shares after six years from issuance if certain market-based conditions are met, or can be redeemed for cash after seven years from issuance. Shares underlying the transaction were priced at $ 51.75 per share, and the preferred shares are entitled to a 5 % annual dividend, payable either in cash or in-kind. Given our redemption right, we classified our investment in the convertible preferred stock as a Level 3 investment in available-for-sale debt securities, consistent with the Series A convertible preferred shares issued by Celsius that we also hold. In addition, as part of this transaction, the conversion and redemption periods of the Series A convertible preferred
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shares were extended to match the terms of the newly issued Series B convertible preferred shares, which was accounted for as a modification.
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(a) Subsequent to September 5, 2026, we converted this available-for-sale debt security into common shares of the issuer pursuant to the terms of the investment agreement. Additionally, we executed a forward sale contract to hedge the exposure to changes in market price of this investment, resulting in an expected pre-tax income of $ 50 million to be recognized in corporate unallocated expenses in the fourth quarter of 2026.
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to PepsiCo Balance as of December 28, 2024 (b) $ (15,217) $ 82 $ (2,714) $ 237 $ (17,612) Other comprehensive income/(loss) before reclassifications (c) 410 58 (4) 87 551 Amounts reclassified from accumulated other comprehensive loss — (31) 17 — (14) Net other comprehensive income 410 27 13 87 537 Tax amounts 26 (5) (3) (21) (3) Balance as of March 22, 2025 (b) (14,781) 104 (2,704) 303 (17,078) Other comprehensive income/(loss) before reclassifications (d) 915 27 (42) 84 984 Amounts reclassified from accumulated other comprehensive loss — (53) 18 — (35) Net other comprehensive income/(loss) 915 (26) (24) 84 949 Tax amounts 46 8 5 (20) 39 Balance as of June 14, 2025 (b) (13,820) 86 (2,723) 367 (16,090) Other comprehensive income/(loss) before reclassifications 33 35 (6) 536 598 Amounts reclassified from accumulated other comprehensive loss — (5) 33 — 28 Net other comprehensive income 33 30 27 536 626 Tax amounts 6 (7) (6) (126) (133) Balance as of September 6, 2025 (b) $ (13,781) $ 109 $ (2,702) $ 777 $ (15,597)
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accounted for 5% of our consolidated assets, including 20% of our consolidated cash and cash equivalents, and 42% of our accumulated currency translation adjustment loss as of September 5, 2026.
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Other pension and retiree medical benefits expense increased $140 million, primarily due to a settlement charge as a result of lump sum distributions exceeding the total of annual service and interest cost.
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Unit volume grew slightly, driven by a 1% increase in savory snacks volume, partially offset by a 4% decrease in other foods volume.
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(b) Provision for income taxes reflects the unfavorable impact of an income tax audit settlement in our LatAm Foods segment.
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We recognized additional expenses related to an indirect and income tax audit settlement in our LatAm Foods segment.
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Pension and retiree medical-related impact includes settlement charges related to lump sum distributions exceeding the total of annual service and interest costs, as well as net curtailment losses.
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The 10-Q's risk factors against the 10-K
Item 1A of the 10-Q filed Oct 8, 2026 against Item 1A of the 10-K filed Feb 3, 2026.
A 10-Q repeats only the risks that changed, so a 10-K paragraph that is missing from it is not counted as removed.
Added is a paragraph with nothing like it in the 10-K, Reworded a sentence that is in both with several words changed,
Quiet changes a sentence in both where one to four words changed and one is a hedge or a modal
(cut words struck through, new words highlighted and underlined).
Text on the page, not a score; each links to the filing at sec.gov.
What the 10-Q itself says about its risk factors:
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There have been no material changes with respect to the risk factors disclosed in our 2025 Form 10-K.
1 paragraph in the 10-Q's Item 1A, and none of them adds, rewords or quietly edits a paragraph of the 10-K's.
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