PepsiCo (PEP) 10-K risk factor changes: FY2017 vs FY2016

Any of the factors described below could occur or continue to occur and could have a material adverse effect on our business, financial condition, results of operations or the price of our [removed: common stock.][added: publicly traded securities.]

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 may also adversely affect our business, [added: reputation,] financial condition, results of operations or the price of our publicly traded securities.

Demand for our products may be adversely affected by changes in consumer preferences or any inability on our part to [removed: innovate or] [added: innovate,] market [added: or distribute] our products effectively, and any significant reduction in demand could adversely affect our business, financial condition or results of operations.

To generate revenues and profits, we rely on continued demand for our products and therefore must [added: understand our customers and consumers and] sell products that appeal to [removed: our customers and consumers.][added: them in the sales channel in which they prefer to shop or browse for such products.]

Demand for our products depends in part on our ability to anticipate and effectively respond to shifts in consumer trends and preferences, including increased demand for products that meet the needs of consumers who are concerned with: health and wellness (including products that have less [removed: sodium,] added [removed: sugars] [added: sugars, sodium] and saturated fat); convenience [added: (including responding to changes in in-home and on-the-go consumption patterns and methods of distribution of our products to customers and consumers); or the location of origin or source of the ingredients and products (including the environmental impact related to the production of our products).]

Consumer preferences have been evolving, and are expected to continue to evolve, due to a variety of factors, including: [added: changes in consumer demographics, including] the aging of the general [removed: population;] [added: population and the emergence of the millennial and younger generations who have differing spending and consumption habits;] consumer concerns or perceptions regarding the nutrition profile of certain of our products, including the presence of added sugar, sodium and saturated fat in certain of our products; growing demand for organic or locally sourced ingredients, or consumer concerns or perceptions (whether or not valid) regarding the health effects of ingredients or substances present in certain of our products, such as 4-MeI, acrylamide, artificial flavors and colors, artificial sweeteners, aspartame, caffeine, [added: furfuryl alcohol,] high-fructose corn syrup, partially hydrolyzed oils, saturated fat, sodium, sugar, trans fats or other product ingredients, substances or attributes, including genetically engineered ingredients; taxes or other restrictions, including labeling requirements, imposed on our products; consumer concerns or perceptions regarding packaging materials, [removed: such as with respect to the] [added: including their] environmental [removed: sustainability or chemical makeup thereof;] [added: impact;] changes in package or portion size; changes in social trends that impact travel, vacation or leisure activity patterns; changes in weather patterns or seasonal consumption cycles; [added: the continued acceleration of e-commerce and other methods of purchasing products;] negative publicity (whether or not valid) resulting from regulatory actions, litigation against us or other companies in our industry or negative or inaccurate posts or comments in the media, including social media, about us, our employees, our products or advertising campaigns and marketing programs; perception of social media posts or other information disseminated by us or our employees and [removed: executives,] agents, customers, suppliers, bottlers, distributors, joint venture partners or other third parties; perception of our employees, agents, customers, suppliers, bottlers, distributors, joint venture partners or other third parties or the business practices of such parties; product boycotts; or a downturn in economic conditions.

Demand for our products is also dependent in part on product quality, product and marketing innovation and production and distribution, including our ability to: maintain a robust pipeline of new products; improve the quality of existing products; extend our portfolio of products in growing markets and categories; respond to cultural differences and regional consumer preferences (whether through developing or acquiring new products that are responsive to such preferences); monitor and adjust our use of ingredients (including to respond to applicable regulations); develop [added: or acquire] a broader portfolio of product [removed: choices and continue] [added: choices, including by continuing] to increase non-carbonated beverage offerings and other alternatives to traditional carbonated beverage [added: offerings and, in some cases, reformulations of our traditional carbonated beverage] offerings; develop sweetener alternatives and innovation; improve the production, packaging and distribution of our [removed: products; respond to competitive product and pricing pressures and changes in distribution channels, including in the growing e-commerce channel; and implement effective advertising campaigns and marketing programs, including successfully adapting to a rapidly changing media environment through the use of social media and online advertising campaigns and marketing programs.]

Although we devote significant resources to the items mentioned above, there can be no assurance as to our continued ability to develop, [removed: launch and] [added: launch,] maintain [added: or distribute] successful new products or variants of existing products in a timely manner (including to correctly anticipate or effectively react to changes in consumer preferences) or to develop and effectively execute advertising and marketing campaigns that appeal to customers and consumers.

Our failure to make the right strategic investments to drive innovation or successfully launch new products or variants of existing products [added: or effectively distribute our products] could decrease demand for our existing products by negatively affecting consumer perception of our existing brands and may result in inventory write-offs and other costs that could adversely affect our business, financial condition or results of operations.

The conduct of our business is subject to various laws and regulations administered by federal, state and local governmental agencies in the United States, as well as government entities and agencies outside the United States, including laws and regulations relating to the production, storage, distribution, sale, display, advertising, marketing, labeling, content, quality, safety, transportation, disposal, recycling and use of our products, as well as our employment and occupational health and safety [removed: practices.][added: practices and protection of personal information.]

For example, products containing genetically engineered ingredients are subject to varying regulations and restrictions in [added: the] jurisdictions in which our products are made, manufactured, distributed or sold.

Such changes may include changes in: food and drug laws; laws related to product labeling, advertising and marketing practices; laws and treaties related to international trade, including laws regarding the import or export of our products or ingredients used in our products and tariffs; laws and programs restricting the sale and advertising of certain of our products, including restrictions on the audience to whom products are marketed; laws and programs aimed at reducing, restricting or eliminating ingredients or substances in, or attributes of, certain of our products; laws and programs aimed at discouraging the consumption or altering the package or portion size of certain of our products, including laws imposing restrictions on the use of government funds or programs, such as the Supplemental Nutrition Assistance Program [added: (included within the Farm Bill] in the United [removed: States,] [added: States),] to purchase certain of our products; increased regulatory scrutiny of, and increased litigation involving product claims and concerns (whether or not valid) regarding the effects on health of ingredients or substances in, or attributes of, certain of our products, including without limitation those found in energy drinks; state consumer protection laws; [added: laws regulating the protection of personal information; cyber-security regulations;] regulatory initiatives, including the imposition or proposed imposition of new or increased taxes or other measures impacting the manufacture, [removed: sale or] distribution [added: or sale] of our products; accounting rules and interpretations; employment laws; privacy laws; laws regulating the price we may charge for our products; laws regulating water rights and access to and use of water or utilities; environmental laws, including laws relating to the regulation of water treatment and discharge of wastewater and air emissions and laws relating to the disposal, recovery or recycling of our products and their packaging.

[removed: Changes in regulatory requirements, and competing regulations and standards, where our] products are made, manufactured, distributed or sold, may result in higher compliance costs, capital expenditures and higher production costs, which could adversely affect our business, reputation, financial condition or results of operations.

The imposition by any jurisdiction in the United States or outside the United States of new laws, regulations or governmental policy and their related interpretations, or changes in any of the foregoing, including taxes, labeling, product or production requirements or other limitations on, or pertaining to, the sale or advertisement of certain of our products, ingredients or substances contained in, or attributes of, our products or commodities used in the production of our products, may [removed: continue to] [added: further] alter the [removed: environment] [added: way] in which we do business and, therefore, may continue to increase our costs or liabilities or reduce demand for our products, which could adversely affect our business, financial condition or results of operations.

For example, if one jurisdiction imposes a tax on sugar-sweetened beverages or foods, or imposes a specific labeling or warning requirement, other jurisdictions may impose similar or other measures that impact the manufacture, [removed: sale or] distribution [added: or sale] of our products.

[added: The foregoing may result in decreased demand for our] products, adverse publicity or increased concerns about the health implications of consumption of ingredients or substances in our products (whether or not valid).

In addition, studies [added: (whether or not scientifically valid)] are underway by third parties [added: purporting] to assess the health implications of consumption of certain ingredients or substances present in certain of our products, such as 4-MeI, acrylamide, caffeine, [added: furfuryl alcohol,] added sugars, [removed: saturated fat] [added: sodium] and [removed: sodium.][added: saturated fat.]

Third [removed: parties, such as the World Health Organization,] [added: parties] have also published documents or studies claiming [added: (whether or not valid)] that taxes can address consumer consumption of sugar-sweetened beverages and other foods high in sugar, sodium or saturated fat.

Although we have policies and procedures in place that are designed to promote legal and regulatory compliance, our employees, suppliers, or other third parties with whom we do business could take actions, intentional or not, that violate these policies and procedures or applicable laws or [added: regulations or could fail to maintain required documentation sufficient to evidence our compliance with applicable laws or] regulations.

Violations of [removed: these] laws or regulations could subject us to criminal or civil enforcement actions, including fines, penalties, disgorgement of profits or activity restrictions, any of which could result in adverse publicity or affect our business, financial condition or results of operations.

[removed: We cannot guarantee that our costs in relation to these matters] will not exceed our estimates or otherwise have an adverse effect on our business, financial condition or results of operations.

Certain jurisdictions in which our products are made, manufactured, distributed or sold have either imposed, or are considering imposing, new or increased taxes on the manufacture, [removed: sale or] distribution [added: or sale] of our products, ingredients or substances contained in, or attributes of, our products or commodities used in the production of our products.

Similarly, some measures apply a single tax rate per liquid ounce while others apply a graduated tax rate depending upon the amount of added sugar in the [removed: beverage.][added: beverage and some apply a flat tax rate on beverages containing a particular substance or ingredient.]

For example, effective January [removed: 2017,] [added: 2018,] the City of [removed: Philadelphia, Pennsylvania] [added: Seattle, Washington] in the United States enacted a per-ounce surcharge on all [removed: sweetened beverages (including artificially and non-caloric sweetened beverages).][added: sugar-sweetened beverages.]

By contrast, the [removed: U.K. has proposed] [added: United Kingdom enacted] a graduated tax, [added: effective April 2018,] in which the per-ounce tax rate is tied to the amount of added sugar present in the beverage: the higher the amount of added sugar, the higher the per-ounce tax [removed: rate.][added: rate and Saudi Arabia enacted, effective June 2017, a flat tax rate of 50% on the retail price of carbonated soft drinks.]

These tax [removed: measures -] [added: measures,] whatever their scope or [removed: form -] [added: form,] could increase the cost of our products, reduce overall consumption of our products, lead to negative publicity [added: (whether based on scientific fact or not) or leave consumers with the perception (whether or not valid) that our products do not meet their health and wellness needs.]

[added: The imposition or proposed imposition of additional product labeling or warning requirements could reduce overall consumption of our products, lead to negative publicity] (whether based [removed: in] [added: on] scientific fact or [removed: not )] [added: not)] or leave consumers with the perception (whether or not valid) that our products do not meet their health and wellness needs.

For example, in California in the United States, Proposition 65 requires a specific warning on [added: or relating to] any product that contains a substance listed by the State of California as having been found to cause cancer or birth [removed: defects,] [added: defects or other reproductive harm,] unless the level of such substance in the product is below a safe harbor [removed: level.][added: level established by the State of California.]

In addition, [removed: some] [added: a number of] jurisdictions, [removed: including Chile] [added: both in] and [removed: Peru,] [added: outside the United States,] have [removed: adopted labeling requirements] [added: imposed] or [removed: have begun to require] [added: are considering imposing labeling requirements, including] color-coded labeling of certain food and beverage products where [removed: black,] [added: colors such as] red, yellow and green are used to indicate various levels of a particular ingredient, such as [removed: sodium, saturated fat] [added: sugar, sodium] or [removed: sugar.][added: saturated fat.]

Certain of our products are sold in packaging designed to be recoverable for recycling but not all packaging [removed: is recovered, whether due to low value, lack of infrastructure or otherwise.]

Other beverage, food and snack competitors include, but are not limited to, DPSG, [added: Kellogg Company, The Kraft Heinz Company, Mondelēz International, Inc., Monster Beverage Corporation, Nestlé S.A., Red Bull GmbH and Snyder’s-Lance, Inc.]

Our beverage, food and snack products compete primarily on the basis of brand recognition and loyalty, taste, price, value, quality, product variety, innovation, distribution, advertising, marketing and promotional activity, packaging, convenience, service and the ability to anticipate and effectively respond to consumer preferences and trends, including increased consumer focus on health and [removed: wellness.][added: wellness and the continued acceleration of e-commerce and other methods of distributing and purchasing products.]

If we are unable to effectively promote our existing products or introduce new products, if our advertising or marketing campaigns are not effective or if we are otherwise unable to [added: effectively respond to pricing pressure or] compete effectively (including in distributing our products effectively and cost efficiently through all existing and emerging channels of trade, including through [removed: e-commerce),] [added: e-commerce and hard discounters),] we may be unable to grow or maintain sales or category share or we may need to increase capital, marketing or other expenditures, which may adversely affect our business, financial condition or results of operations.

For example, [removed: the decision by] [added: there is continued uncertainty surrounding] the United [removed: Kingdom to leave] [added: Kingdom’s pending withdrawal from] the European [removed: Union has created uncertainty regarding] [added: Union, including] how the United Kingdom will interact with other European Union countries following its [removed: departure and during the time leading up to its] departure.

[removed: In addition, many] [added: The results] of [added: elections, referendums or other political conditions in] the markets in which our products are made, manufactured, distributed or [removed: sold, have recently held, or will hold in the near future, elections, the results of which] [added: sold] could create uncertainty regarding how existing laws and regulations may change, including with respect to sanctions, climate change regulation, taxes, the movement of goods, services and people between countries and other matters, and could result in exchange rate fluctuation, volatility in global stock markets and global economic uncertainty.

Any changes in, or the imposition of [removed: new,] [added: new] laws, regulations or governmental policy and their related interpretations due to elections, [removed: referendums or other political conditions could have an adverse impact on our business, financial conditions and results of operations.]

Our success depends in part on our ability to grow our business in developing and emerging markets, including Mexico, Russia, [removed: Brazil,] the Middle East, [added: Brazil,] China and India.

The following factors could reduce demand for our products or otherwise impede the growth of our business in developing and emerging markets: unstable economic, political or social [removed: conditions,] [added: conditions;] acts of war, terrorist acts, and civil unrest; increased competition; volatility in the economic growth of certain of these markets and the related impact on developed countries who export to these markets; volatile oil prices and the impact on the local economy in certain of these markets; our inability to acquire businesses, form strategic business alliances or to make necessary infrastructure investments; our inability to complete divestitures or refranchisings; imposition of new or increased labeling, product or production requirements, or other restrictions; imposition of new or increased sanctions against, or other regulations restricting contact with, certain countries in these markets, or imposition of new or increased sanctions against U.S. multinational corporations operating in these markets; [added: actions, such as removing our products from shelves, taken by retailers in response to U.S. trade sanctions or other governmental action or policy;] foreign ownership restrictions; nationalization of our assets or the assets of our suppliers, bottlers, distributors, joint venture partners or other third parties; imposition of taxes on our products or the ingredients or substances used in our products; government-mandated closure, or threatened closure, of our operations or the operations of our suppliers, bottlers, distributors, joint venture partners, customers or other [added: third parties; restrictions on the import or export of our products or ingredients or substances used in our products; regulations relating to the repatriation of funds currently held in foreign jurisdictions to the United States; highly-inflationary economies, devaluation or fluctuation, such as the devaluation of the Egyptian pound, Turkish lira, Pound sterling, Argentine peso and the Mexican peso, or demonetization of currency; regulations on the transfer of funds to and from foreign countries, currency controls or other currency exchange restrictions, which result in significant cash balances in foreign countries, from time to time, or could significantly affect our ability to effectively manage our operations in certain of these markets and could result in the deconsolidation of such businesses; the lack of well-established or reliable legal systems; increased costs of doing business due to compliance with complex foreign and U.S. laws and regulations that apply to our international operations, including the Foreign Corrupt Practices Act, the U.K. Bribery Act and the Trade Sanctions Reform and Export Enhancement Act; and adverse consequences, such as the assessment of fines or penalties, for any failure to comply with these laws and regulations.]

[removed: Unfavorable] [added: Uncertain or unfavorable] economic conditions may have an adverse impact on our business, financial condition or results of operations.

Many of the countries in which our products are made, manufactured, distributed and sold have experienced and [added: may, from time to time,] continue to experience [added: uncertain or] unfavorable economic conditions, such as recessions or economic slowdowns.

products; respond to competitive product and pricing pressures and changes in distribution channels, including in the rapidly growing e-commerce channel; and implement effective advertising campaigns and marketing programs, including successfully adapting to a rapidly changing media environment through the use of social media and online advertising campaigns and marketing programs.

Changes in regulatory requirements, and competing regulations and standards, where our

We cannot guarantee that our costs in relation to these matters

is recovered, whether due to low value, lack of infrastructure or otherwise.

In addition, these jurisdictions may elect to impose regulations or policies to ban the use of certain packaging, such as plastic beverage bottles.

Our business or financial results may be adversely impacted by uncertain or unfavorable economic conditions in the United States and globally, including: adverse changes in interest rates, tax laws or tax rates; volatile commodity markets, including speculative influences; highly-inflationary

Cyberattacks and other cyber incidents are occurring more frequently, are constantly evolving in nature, are becoming more sophisticated and are being made by groups and individuals (including criminal hackers, hacktivists, state-sponsored

As a result,

Moreover, our increased use of mobile and cloud technologies could heighten these and other operational risks, as certain aspects of the security of such technologies may be complex, unpredictable or beyond our control.

We cannot assure that we will be able to maintain favorable arrangements and relationships with these suppliers or that our contingency plans, including development of ingredients, materials or supplies to replace ingredients, materials or supplies sourced from such suppliers, will be effective in preventing disruptions that may arise from shortages or discontinuation of any ingredient that is sourced from such suppliers.

In addition, increasing focus on climate change, deforestation, water, animal welfare and human rights concerns and other risks associated with the global food system may lead to increased activism focusing on consumer goods companies, governmental intervention and consumer response, and could adversely affect our or our suppliers’ reputation and business and our ability to procure the materials we need to operate our business.

In addition, certain of the derivatives used to hedge price risk do not qualify for hedge

brand equity.

compliance with the Foreign Corrupt Practices Act and other anti-corruption and anti-bribery laws and laws and regulations outside the United States.

Our operations outside the United States generate a significant portion of our income.

For example, on December 22, 2017, the Tax Cuts and Jobs Act (TCJ Act) was signed into law in the United States.

The changes in the TCJ Act are broad and complex and we continue to examine the impact the TCJ Act may have on our business and financial results.

Among its many provisions, the TCJ Act imposed a mandatory one-time transition tax on undistributed international earnings regardless of whether they are repatriated, reduced the U.S. corporate income tax rate from 35% to 21%, imposed limitations on the deductibility of interest and certain other corporate deductions, and moved from a “worldwide” system of taxation that generally allows deferral of U.S. tax on international earnings until repatriated to a “territorial”/dividend exemption system with a minimum tax that will subject international earnings to U.S. tax when earned.

In accordance with applicable SEC guidance, we recorded a provisional net tax expense in the fourth quarter of 2017 resulting from the enactment of the TCJ Act.

This provisional expense is subject to change, possibly materially, due to, among other things, changes in estimates,

interpretations and assumptions we have made, changes in Internal Revenue Service (IRS) interpretations, the issuance of new guidance, legislative actions, changes in accounting standards or related interpretations in response to the TCJ Act and future actions by states within the United States that have not currently adopted the TCJ Act.

For further information regarding the potential impact of the TCJ Act, see “Our Liquidity and Capital Resources” and “Our Critical Accounting Policies” in Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations and Note 5 to our consolidated financial statements.

In addition, in connection with the Organisation for Economic Co-operation and Development Base Erosion and Profit Shifting project, companies are required to disclose more information to tax authorities on operations around the world, which may lead to greater audit scrutiny of profits earned in various countries.

their skills and competencies.

In addition, our industry has been affected by changes to the retail landscape, including the rapid growth in sales through e-commerce websites and mobile commerce applications as well as the integration of physical and digital operations among retailers.

We are making significant investments in attracting talent to and building our global e-commerce capabilities.

Although we are engaged in e-commerce with respect to many of our products, if we are unable to maintain and develop successful relationships with existing and new e-commerce retailers or otherwise adapt to the growing e-commerce landscape, while simultaneously maintaining relationships with our key customers operating in traditional retail channels, we may be disadvantaged in certain channels and with certain customers and consumers, which could adversely affect our business, financial condition or results of operations.

In addition, the growth in e-commerce may result in consumer price deflation, which may affect our relationships with key retail customers.

If these e-commerce retailers were to take significant market share away from traditional retailers and/or we fail to adapt to the rapidly changing retail and e-commerce landscapes, our ability to maintain and grow our share of sales or volume and our business, financial condition or results of operations could be adversely affected.

In addition, the growth of hard discounters that are focused on limiting the number of items they sell and selling predominantly private label brands may reduce our ability to sell our products through such retailers.

These systems implementations are part of our ongoing global business transformation initiative, and we plan to continue implementing such systems throughout other parts of our businesses.

In connection with these implementations and resulting business process changes, we continue to enhance the design and documentation of business processes and controls, including our internal control over financial reporting processes, to maintain effective controls over our financial reporting.

To date, this transition has not materially affected, and we do not expect it to materially affect, our internal

control over financial reporting.

Responding to litigation, claims,

(including responding to changes in in-home and on-the-go consumption patterns); or the location of origin or source of the ingredients and products (including the environmental impact related to the production of our products).

The foregoing may result in decreased demand for our

In addition, a number of other jurisdictions both in and outside the United States are considering similar measures.

The imposition or proposed imposition of additional product labeling or warning requirements could reduce overall consumption of our products, lead to negative publicity (whether based in scientific fact or not) or leave consumers with the perception (whether or not valid) that our products do not meet their health and wellness needs.

Kellogg Company, The Kraft Heinz Company, Mondelēz International, Inc., Monster Beverage Corporation, Nestlé S.A., Red Bull GmbH and Snyder’s-Lance, Inc.

third parties; restrictions on the import or export of our products or ingredients or substances used in our products; regulations relating to the repatriation of funds currently held in foreign jurisdictions to the United States; highly-inflationary economies, devaluation or fluctuation, such as the devaluation of the Mexican peso, Russian ruble, Egyptian pound and the Argentine peso, or demonetization of currency, such as the withdrawal in India of 500 and 1,000 rupee notes; regulations on the transfer of funds to and from foreign countries, currency controls or other currency exchange restrictions, which result in significant cash balances in foreign countries, from time to time, or could significantly affect our ability to effectively manage our operations in certain of these markets and could result in the deconsolidation of such businesses, such as the deconsolidation of our Venezuelan businesses effective as of the end of the third quarter of 2015; the lack of well-established or reliable legal systems; increased costs of doing business due to compliance with complex foreign and U.S. laws and regulations that apply to our international operations, including the Foreign Corrupt Practices Act, the U.K. Bribery Act and the Trade Sanctions Reform and Export Enhancement Act; and adverse consequences, such as the assessment of fines or penalties, for any failure to comply with these laws and regulations.

remediation costs.

If commodity price changes result in unexpected or significant increases in raw materials

certain products in our portfolio to be unavailable for a period of time, result in destruction of product inventory, or result in adverse publicity (whether or not valid), which could reduce consumer demand and brand equity.

Our operations outside the United States generate a significant portion of our income and income tax associated with repatriation of foreign earnings to the United States could adversely affect our business, financial condition or results of operations.

to compete in these areas.

In addition, if we are unable to resolve a dispute with any of our key customers, or if there is a change in the business condition (financial or otherwise) of any of our key customers, even if unrelated to us, our business, financial condition or results of operations may be adversely affected.

is material arises in the future, there may be a material adverse effect on our business, financial condition or results of operations.

| Executive Overview | [removed: [42](#s9B70C7B080D4520B88C1A1BF11E5CEAE)] [added: [45](#s87DE2AE6DFDC59C480251E330548ABBD)] |

| Our Operations | [removed: [43](#s4FB21C1BB8ED521DA788889E9110631F)] [added: [45](#s605D0F607A755781B58CA1AA0975564D)] |

| Other Relationships | [removed: [44](#sd3dd801674ac410490f479457010b0ca)] [added: [46](#s5E2582AE1F5050F99B8A30CE094EA3DA)] |

| Our Business Risks | [removed: [44](#s36CCF1C28E8558108908F8028EE65CFB)] [added: [46](#s02DC20DC754E564ABCB07434D505DC2D)] |

| Revenue Recognition | [removed: [47](#sFAEBC163975350C6BA7085A1115E6C83)] [added: [73](#sF005F570A6E850B1871072F51BC461E8)] |

| Goodwill and Other Intangible Assets | [removed: [48](#sD61C90D23E1555CC8EFA65FCBA84E683)] [added: [73](#s5D8B59EBA4E15B4A9D62837F8FC259BA)] |

| Income Tax Expense and Accruals | [removed: [50](#s9FC7DC7AC1DD5CF28DB6F2A3D8D12BE4)] [added: [74](#s29DC70DF283D5D8C922BC6FF56C7BB02)] |

| Pension and Retiree Medical Plans | [removed: [50](#sB3A7B1BD37465204B6494D50AF8AA6E8)] [added: [76](#s6CAC6A4DDBDE5CD1B07AC1131A493BE2)] |

| Results of Operations – Consolidated Review | [removed: [54](#sF50554CC645C5FA08D968CC45D106CB1)] [added: [50](#s98AAED64BE6C513B93EBE2559A0A27FA)] |

| Non-GAAP Measures | [removed: [57](#s402362c74ac2417f8c28bba41c7ab62b)] [added: [53](#s5C8E94044E855E84AA894774D967F10B)] |

| Items Affecting Comparability | [removed: [59](#sbeb5170c1b8f440db421077cb4890cac)] | [added: | | | | | | | | | | | | | | | | | | | | | |]

| Results of Operations – Division Review | [removed: [62](#sA9C17779E631581080DE0373B62B42AB)] [added: [59](#s2F55472F8F485C49BC78EA5689039517)] |

| Frito-Lay North America | [removed: [64](#s5915A9D9078E5B228C37750A69544803)] [added: [61](#s6EE741805DAA5CB5BBE7B77AF65BFA84)] |

| Quaker Foods North America | [removed: [65](#se7fe89a5459d48f3bb1a377e5662b723)] [added: [62](#s7627B8C0C48852ABB93531C89E98BACD)] |

| North America Beverages | [removed: [66](#sF6A41465C63B5D4990EAD42160547F42)] [added: [63](#sF89F397F379351C5AEF315E7E65F40E7)] |

| Latin America [added: (a)] | [removed: [67](#sb98b4e36bf2c4c92bbe6f6c39118beae)] [added: 57] | [added: | | | 16 | | | | (10 | | ) | | 63 | | | | 29 | | | | — | | | | (2 | | ) | | 27 | | | | 2 | | | | 10 | | | | 16 | | | | 28 | | |]

| Europe Sub-Saharan Africa | [removed: [69](#s920719ad2cf242cba6d0d28fb1c3277c)] [added: [65](#sA409356D45625DD8B099F12BA3814655)] |

| Asia, Middle East and North Africa | [removed: [70](#scd6040c0c2a14a8095cff2b6ae8e86fd)] [added: [66](#sC194E6A45F2A5FCF8123EACF1FC180BC)] |

| Our Liquidity and Capital Resources | [removed: [72](#s1618371FA225539B942BDAB5AD36DEC5)] [added: [68](#s5606957C0EED5A938699CA0DE81A9CAA)] |

| Return on Invested Capital | [removed: [75](#s74c8a2ec3f1049a6a45ce806d558681a)] [added: [72](#s512509EA4A6551619F46EDA329AC8620)] |

| Consolidated Statement of Income | [removed: [76](#s1EA87D3BFD945E71807A46245FC45313)] [added: [79](#sA38FD4458A835CB3B789DA3303BEB2AF)] |

| Consolidated Statement of Comprehensive Income | [removed: [77](#s1286022031435F64A8330B98ED701E0E)] [added: [80](#s38E4F7A3BC6659AAB1E4CFB148BA4187)] |

| Consolidated Statement of Cash Flows | [removed: [78](#sEC387C089EB052D6A3F000A172E25D2C)] [added: [81](#s74EF05157F0E5B9DB1CCFE2196A40193)] |

| Consolidated Balance Sheet | [removed: [79](#s7BF890E2145656F689C072B29057F50A)] [added: [82](#s2A957AE3831152458C9F367938A1E421)] |

| Consolidated Statement of Equity | [removed: [80](#s7583FDDBA95F54BDB3BD4A2340617D62)] [added: [83](#s73E0F3B01C2453D887CE31C3811E42FD)] |

| Note 1 – Basis of Presentation and Our Divisions | [removed: [81](#sF2A53E609E0C5859902875F4DD38763E)] [added: [84](#s184EA36948D6548891B73A95AE4C4C4D)] |

| Note 2 – Our Significant Accounting Policies | [removed: [86](#sFE8794C26AE357408687B4526EFF0D48)] [added: [87](#sDA8C0F4078AE5592BD419CD285DFB111)] |

| Note 3 – Restructuring and Impairment Charges | [removed: [91](#s6C1D59149F83507F9C5AB101A206F556)] [added: [93](#s5FF2DC17EAB15BF7AA8D2676D1BC4607)] |

| Note 4 – Property, Plant and Equipment and Intangible Assets | [removed: [95](#sC71995EE61E3598D88A0A2162DC7D45E)] [added: [96](#s72AD0BA3B2735A7EB4FF894F4967E23C)] |

| Note 5 – Income Taxes | [removed: [98](#s945DB580E54A58049354F7F0445208A2)] [added: [99](#s78FDF593C9225663BD6FF75C3036E6EA)] |

| Note 6 – Share-Based Compensation | [removed: [101](#s28B3CED63C185328A362203FF2FFA53F)] [added: [102](#s054165137B535C78B11FCB404E1CA10C)] |

| Note 7 – Pension, Retiree Medical and Savings Plans | [removed: [105](#s0193954D443D55188A1AC5F09A3489E7)] [added: [106](#sC8656ACD0EA85B22B35258F3015851ED)] |

| Note 8 – Debt Obligations | [removed: [114](#s151396810E3757DB821E0C8DEA634706)] [added: [114](#sD2E13B3639F05B26BD09222941B41C77)] |

| Note 9 – Financial Instruments | [removed: [115](#s9B44884162415DE6BD3A14889B3FD4AA)] [added: [115](#sADE186ED3AE656EEB1084FA2D3D990AA)] |

| Note 10 – Net Income Attributable to PepsiCo per Common Share | [removed: [120](#sC0270BE011BB5B829507CC13E263D030)] [added: [121](#sA53A3993EAB45B9AB10A6E599FA506B6)] |

| Note 11 – Preferred Stock | [removed: [121](#sE68947C4C0105A26A2AD06155329D940)] [added: [121](#s3E1A8DCC667F5CA2B8E0BB1AF467D6AD)] |

| Note 12 – Accumulated Other Comprehensive Loss Attributable to PepsiCo | [removed: [122](#s6F41298C097F542F9A9619D0327D7DE8)] [added: [122](#sEF6E7417CA3550CE8934E7DEB062E23A)] |

| Note 13 – Supplemental Financial Information | [removed: [124](#s64FE0D6DB1525FD59F8265DFC1A4C452)] [added: [124](#sb7318675e39a4a4586f42eb08a5d8b9e)] |

| MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL REPORTING | [removed: [126](#s32A758CF64C651E4BB52E127F464B0DC)] [added: [126](#s70E14790A0A7573093CFE759AEE25EE0)] |

| REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | [removed: [128](#sC7ED27A692FE5182AA940799611E8BC1)] [added: [128](#sF82ADC0D175B56D59C64DA334DE693B9)] |

| Note 14 – Divestitures | [125](#s928d62a8790949d1958343427d0bbd1b) |

| GLOSSARY | [130](#s3C7CD047A8C9522DB126568CDEEF2B4D) |

At PepsiCo, we are focused on operating our company in a way that generates sustained financial growth and consistently strong returns and is also responsive to the needs of the world around us.

Our strategies are designed to address key challenges facing our Company, including: macroeconomic and political volatility and the continued rebalancing of the economic world; shifting consumer preferences and increasing demand for more nutritious foods and beverages; the disruption of retail; the expansion of hard discounters; and the emergence of niche brands laying claim to large consumer segments, particularly in developed markets.

| • | Utilizing the strength of our distribution system to offer consumers a wide array of choices, from “fun-for-you” to “better-for-you” to “good-for-you” products to meet consumers’ demand for more nutritious foods and beverages; |

| • | Minimizing our environmental footprint to streamline costs and mitigate our operational impact on the communities in which we operate; |

| • | Continuing to invest in our associates so that we have the best talent to position our company for continued growth; and |

| • | Continuing our investments in e-commerce and digital solutions to meet changing consumer consumption patterns and capture cost savings while streamlining our operations. |

and geographic areas.

The hurricanes and earthquakes which occurred in the third and fourth quarters of 2017 in North and Central America did not materially impact our consolidated financial results in 2017.

In addition, our industry has been affected by disruption of the retail landscape, including the rapid growth in sales through e-commerce websites and mobile commerce applications, the integration of physical and digital operations among retailers and the international expansion of hard discounters.

We continue to monitor changes in the retail landscape and to identify actions we may take to build our global e-commerce capabilities, distribute our products effectively through all existing and emerging channels of trade and potentially mitigate any unfavorable impacts on our future results.

During the fourth quarter of 2017, the TCJ Act was enacted in the United States.

The changes in the TCJ Act are broad and complex and we continue to examine the impact the TCJ Act may have on our business and financial results.

Among its many provisions, the TCJ Act imposed a mandatory one-time transition tax on undistributed international earnings and reduced the U.S. corporate income tax rate from 35% to 21%.

As a result of the enactment of the TCJ Act, we recognized a provisional net tax expense of $2.5 billion in the fourth quarter of 2017.

See further information in “Items Affecting Comparability.” The recorded impact of

the TCJ Act is provisional and the final amount may differ from the above estimate, possibly materially, due to, among other things, changes in estimates, interpretations and assumptions we have made, changes in IRS interpretations, the issuance of new guidance, legislative actions, changes in accounting standards or related interpretations in response to the TCJ Act and future actions by states within the United States that have not currently adopted the TCJ Act.

| ◦ | The Nominating and Corporate Governance Committee assists the Board in its oversight of the Company’s governance structure and other corporate governance matters, including succession planning; and |

During 2017, unfavorable foreign exchange had a net nominal impact on net revenue growth due to declines in the Egyptian pound, Turkish lira and Pound sterling, offset by appreciation in the Russian ruble, Brazilian real and euro.

Middle East, Russia and Turkey, and currency fluctuations in certain of these international markets continue to result in challenging operating environments.

In 2017, total servings decreased 1% compared to 2016.

See “Results of Operations – Division Review” for a tabular presentation and discussion of key drivers of net revenue.

Items affecting comparability (see “Items Affecting Comparability”) also contributed 4 percentage points to operating profit growth and increased operating profit margin by 0.5 percentage points, primarily reflecting a prior-year impairment charge to reduce the value of our 5% indirect equity interest in TAB to its estimated fair value.

Additionally, the impact of refranchising our beverage business in Jordan and a gain associated with the sale of our minority stake in Britvic each contributed 1 percentage point to operating profit growth.

Commodity inflation reduced operating profit growth by 6 percentage points, primarily attributable to inflation in the AMENA, Latin America, ESSA, NAB and FLNA segments.

Corporate unallocated expenses (see Note 1 to our consolidated financial statements) decreased 9%, reflecting the impact of higher prior-year contributions to The PepsiCo Foundation, Inc. to fund charitable and social programs.

| Provisional net tax expense related to the TCJ Act (a) | | 1.70 | | | | — | | | | — | | | | | | | | | | |

Net interest expense decreased $325 million reflecting a prior-year charge of $233 million representing the premium paid in accordance with the “make-whole” redemption provisions to redeem all of our outstanding 7.900% senior notes due 2018 and 5.125% senior notes due 2019 for the principal amounts of $1.5 billion and $750 million, respectively.

These impacts were partially offset by higher interest expense due to higher average debt balances.

The reported tax rate increased 23.5 percentage points primarily as a result of the provisional net tax expense related to the TCJ Act, which contributed 26 percentage points to the increase, partially offset by the impact of the prior-year impairment charge to reduce the value of our 5% indirect equity interest in TAB to its estimated fair value, which had no corresponding tax benefit, as well as the impact of recognizing excess tax benefits in the provision for income taxes as a result of the changes in accounting for certain aspects of share-based payments to employees in the current year.

| • | cost of sales, gross profit, selling, general and administrative expenses, interest expense, noncontrolling interests and provision for income taxes, each adjusted for items affecting comparability; |

activities.

| Reported, GAAP Measure | $ | 28,785 | | | $ | 34,740 | | | $ | 24,231 | | | $ | 10,509 | | | $ | 4,694 | | | $ | 4,857 | |

| Provisional net tax expense related to the TCJ Act | — | | | | — | | | | — | | | | — | | | | (2,451 | | ) | | 2,451 | | |

| Core, Non-GAAP Measure | $ | 28,793 | | | $ | 34,732 | | | $ | 23,943 | | | $ | 10,789 | | | $ | 2,307 | | | $ | 7,524 | |

To build on the successful implementation of the 2014 Productivity Plan to date, we expanded and extended the program through the end of 2019 to take advantage of additional opportunities within the initiatives of the 2014 Productivity Plan to further strengthen our food, snack and beverage businesses.

We now expect to incur pre-tax charges and cash expenditures of approximately $1.3 billion and $985 million, respectively, as compared to our previous estimate of pre-tax charges and cash expenditures of approximately $990 million and $705 million, respectively.

The expected pre-tax charges and cash expenditures are summarized by year as follows:

| 2017 | | 295 | | | | 113 | | | |

| GLOSSARY | [129](#sA36EE846C3C057E9A406456B09F7FC42) |

Our management monitors a variety of key indicators to evaluate our business results and financial condition.

These indicators include growth in volume, net revenue, organic revenue, operating profit (as reported and excluding certain items and the impact of foreign exchange translation), earnings per share (EPS) (as reported and excluding certain items and the impact of foreign exchange translation), retail sales, market share, safety, innovation, product and service quality, organizational health, brand equity, media viewership and engagement, employee diversity, net commodity inflation, productivity savings, net capital spending, free cash flow and free cash flow excluding certain items, cash returned to shareholders in the forms of share repurchases and dividends, advertising and marketing expenses, research and development expenditures, return on invested capital (ROIC) and net ROIC (excluding certain items), and gross and operating margins (as reported and excluding certain items).

At PepsiCo, we believe our performance is inextricably linked to the sustainability of the world in which we operate.

Our commitment to Performance with Purpose enabled us to meet or exceed every financial goal we set for 2016.

During 2016, we also continued our focus on productivity, prudent capital allocation, reducing our cash flow cycle, operating with a leaner cost structure and embracing innovation.

For example, since 2012 our productivity agenda has delivered approximately $1 billion in annual savings by pursuing cost-saving measures ranging from developing agricultural technologies to sourcing more of our foods and beverages locally.

We continued to embrace automation across the Company, leveraging new tools that we believe will deliver higher rates of production in the United States and around the world.

We also continued to focus on skills upgrading and job retraining, creating new opportunities for our workers which we believe will help us navigate continued geopolitical uncertainty and unrest.

We recently announced new Performance with Purpose goals for the next ten years.

We plan to continue to focus on making healthier foods and beverages for our consumers, generating healthy growth for our retail and foodservice partners; fostering a healthier planet by reducing our environmental impact and boosting our bottom line; creating a healthy workplace and culture for our associates; and promoting healthier communities wherever we operate.

Our strategies are also designed to address key challenges facing our Company, including: consumer demand for healthier products; taxes or other limitations on the manufacture, sale or distribution of our products in a changing regulatory environment; uncertain and volatile macroeconomic conditions, including currency

fluctuations; climate change and water scarcity; and political, economic and social instability.

Healthier products.

Consumer demand continues to shift towards healthier products, while the risk of regulation, including taxation of certain products, continues to intensify.

Given these consumer and regulatory shifts, we continue to shift our portfolio toward more “good-for-you” and “better-for-you” products, through both organic innovation and strategic mergers and acquisitions.

We have increased our investment in research and development by 45 percent since 2011, investing approximately $3.5 billion on research and development cumulatively over the past five years.

Healthy retail growth.

Our success is dependent on the success of our retail partners.

We also intend to continue to invest in building the new capabilities we will need to succeed in the digital marketplace, including the evolving e-commerce landscape, and to focus on building and sustaining strong relationships with our retail partners.

A healthier planet.

As a global food and beverage manufacturer, our success depends on the availability of key natural resources required to make our products, including water.

We believe that embracing environmentally responsible business practices, such as water conservation, water replenishment and energy efficiency will help sustain our business.

We continue to take steps to reduce our environmental footprint, which also allows us to streamline costs and reinvest savings in our business.

By improving our water and energy efficiency, reducing packaging materials, cutting waste and promoting sustainable farming practices around the world, we have saved over $600 million over the past five years.

A healthy workplace.

Our associates are our most valuable asset.

We believe that by engaging our associates with opportunities for personal development and promoting ethics in the workplace we can attract the best talent, enhance productivity, spur innovation and position our company to successfully navigate a constantly changing macroeconomic environment.

Healthier communities.

We are a global company, operating in more than 200 countries and territories, but we consider ourselves to be a member of every local community where we operate.

By being responsible and responsive to the needs of our communities, we believe we strengthen our business , positioning the Company for long-term success.

During 2016, unfavorable foreign exchange negatively impacted net revenue performance by 3 percentage points, primarily due to the Mexican peso, Russian ruble, Pound sterling, Egyptian pound, Argentine peso and the Canadian dollar.

Conditions in Venezuela, including restrictive exchange control regulations and reduced access to U.S. dollars through official currency exchange markets, have resulted in an other-than-temporary lack of exchangeability between the Venezuelan bolivar and the U.S. dollar.

The exchange restrictions and other conditions have significantly impacted our ability to effectively manage our businesses in Venezuela, including limiting our ability to import certain raw materials and to settle U.S. dollar-denominated obligations, and have restricted our ability to realize the earnings generated out of our Venezuelan businesses.

We expect these conditions will continue for the foreseeable future.

As a result of these factors, we concluded that, effective as of the end of the third quarter of 2015, we did not meet the accounting criteria for control over our wholly-owned Venezuelan subsidiaries, and we no longer had significant influence over our beverage joint venture with our franchise bottler in Venezuela.

accounting.

Beginning in the fourth quarter of 2015, our financial results have not included the results of our Venezuelan businesses.

In 2015, the results of our operations in Venezuela, which include the months of January through August, generated 2% of net revenue and 2% of operating profit, prior to the impairment charges of $1.4 billion.

of-date products.

| | [removed: 2016 (a)] [added: 2017] | | | | [removed: 2015] [added: 2016(a)] | | | | [removed: 2014] [added: 2015] | | | | [removed: 2016] [added: 2017] | | | [removed: 2015] [added: 2016] | | | [removed: 2014] [added: 2015] | |

| FLNA | $ | [removed: 15,549] [added: 15,798] | | | $ | [removed: 14,782] [added: 15,549] | | | $ | [removed: 14,502] [added: 14,782] | | | 25 | % | | [removed: 23] [added: 25] | % | | [removed: 22] [added: 23] | % |

| QFNA | [removed: 2,564] [added: 2,503] | | | | [removed: 2,543] [added: 2,564] | | | | [removed: 2,568] [added: 2,543] | | | | 4 | | | 4 | | | 4 | |

| NAB | [removed: 21,312] [added: 20,936] | | | | [removed: 20,618] [added: 21,312] | | | | [removed: 20,171] [added: 20,618] | | | | [removed: 34] [added: 33] | | | [removed: 33] [added: 34] | | | [removed: 30] [added: 33] | |

| Latin America | [removed: 6,820] [added: 7,208] | | | | [removed: 8,228] [added: 6,820] | | | | [removed: 9,425] [added: 8,228] | | | | 11 | | | [removed: 13] [added: 11] | | | [removed: 14] [added: 13] | |

| ESSA | [removed: 10,216] [added: 11,050] | | | | [removed: 10,510] [added: 10,216] | | | | [removed: 13,399] [added: 10,510] | | | | [removed: 16] [added: 17] | | | [removed: 17] [added: 16] | | | [removed: 20] [added: 17] | |

| AMENA | [removed: 6,338] [added: 6,030] | | | | [removed: 6,375] [added: 6,338] | | | | [removed: 6,618] [added: 6,375] | | | | 10 | | | 10 | | | 10 | |

| | $ | [removed: 62,799] [added: 63,525] | | | $ | [removed: 63,056] [added: 62,799] | | | $ | [removed: 66,683] [added: 63,056] | | | 100 | % | | 100 | % | | 100 | % |

| (a) | Our fiscal 2016 results [removed: include] [added: included] an extra week of results (53rd reporting week). The 53rd reporting week increased 2016 net revenue by $657 million, including $294 million in our FLNA segment, $43 million in our QFNA segment, $300 million in our NAB segment and $20 million in our ESSA segment. |

These foods include [removed: Lay’s potato chips, Doritos tortilla chips,] [added: branded dips,] Cheetos cheese-flavored snacks, [removed: Tostitos] [added: Doritos] tortilla chips, [removed: branded dips,] Fritos corn chips, [added: Lay’s potato chips,] Ruffles potato [added: chips, Santitas tortilla] chips and [removed: Santitas] [added: Tostitos] tortilla chips.

QFNA’s products include [removed: Quaker oatmeal,] Aunt Jemima mixes and syrups, [added: Cap’n Crunch cereal, Life cereal,] Quaker Chewy granola bars, [removed: Cap’n Crunch cereal,] Quaker grits, [removed: Life cereal, Rice-A-Roni side dishes,] Quaker [added: oat squares, Quaker oatmeal, Quaker] rice cakes, Quaker simply granola and [removed: Quaker oat squares.][added: Rice-A-Roni side dishes.]

Either independently or in conjunction with third parties, NAB makes, [removed: markets, distributes] [added: markets] and sells beverage concentrates, fountain syrups and finished goods under various beverage brands including [removed: Pepsi, Gatorade,] [added: Aquafina, Diet] Mountain Dew, [removed: Aquafina,] Diet Pepsi, [removed: Diet] [added: Gatorade, Mist Twst,] Mountain Dew, [removed: Tropicana Pure Premium, Mist Twst] [added: Pepsi, Propel] and [removed: Mug.][added: Tropicana.]

NAB also, either independently or in conjunction with third parties, makes, [removed: markets] [added: markets, distributes] and sells ready-to-drink tea and coffee products through joint ventures with Unilever (under the Lipton brand name) and Starbucks, respectively.

Further, NAB manufactures and distributes certain brands licensed from Dr Pepper Snapple Group, Inc. (DPSG), including [added: Crush,] Dr [removed: Pepper, Crush] [added: Pepper] and Schweppes, and certain juice brands licensed from Dole Food Company, Inc. (Dole) and Ocean Spray Cranberries, Inc. (Ocean Spray).

Either independently or in conjunction with third parties, Latin America makes, markets, distributes and sells a number of snack food brands including [removed: Doritos,] Cheetos, [added: Doritos, Emperador, Lay’s,] Marias Gamesa, [removed: Lay’s, Ruffles, Emperador, Saladitas,] Rosquinhas Mabel, [removed: Sabritas] [added: Ruffles, Sabritas, Saladitas] and Tostitos, as well as many Quaker-branded cereals and snacks.

Latin America also, either independently or in conjunction with third parties, makes, markets, distributes and sells beverage concentrates, fountain syrups and finished goods under various beverage brands including [removed: Pepsi,] 7UP, [added: Diet Pepsi,] Gatorade, [removed: Toddy, Mirinda,] [added: H2oh!,] Manzanita Sol, [removed: H2oh!][added: Mirinda, Pepsi and Toddy.]

Latin America also, either independently or in conjunction with third parties, makes, [removed: markets] [added: markets, distributes] and sells ready-to-drink tea [added: products] through an international joint venture with Unilever (under the Lipton brand name).

Either independently or in conjunction with third parties, ESSA makes, markets, distributes and sells a number of leading snack food brands including [removed: Lay’s, Walkers,] [added: Cheetos, Chipita,] Doritos, [removed: Cheetos] [added: Lay’s, Ruffles] and [removed: Ruffles,] [added: Walkers,] as well as many Quaker-branded cereals and snacks, through consolidated businesses as well as through noncontrolled affiliates.

ESSA also, either independently or in conjunction with third parties, makes, markets, distributes and sells beverage concentrates, fountain syrups and finished goods under various beverage brands including [removed: Pepsi, Pepsi Max,] 7UP, [removed: Mirinda,] Diet [added: Pepsi, Mirinda, Pepsi,] Pepsi [added: Max] and Tropicana.

ESSA also, either independently or in conjunction with third parties, makes, [removed: markets] [added: markets, distributes] and sells ready-to-drink tea products through an international joint venture with Unilever (under the Lipton brand name).

In addition, ESSA makes, markets, [removed: sells and] distributes [added: and sells] a number of leading dairy products including [removed: Chudo, Agusha] [added: Agusha, Chudo] and Domik v Derevne.

Either independently or in conjunction with third parties, AMENA makes, markets, distributes and sells a number of leading snack food brands including [removed: Lay’s, Kurkure, Chipsy,] Cheetos, [removed: Doritos] [added: Chipsy, Crunchy, Doritos, Kurkure] and [removed: Crunchy] [added: Lay’s, as well as many Quaker branded cereals and snacks,] through consolidated businesses, as well as through noncontrolled affiliates.

AMENA also makes, markets, distributes and sells beverage concentrates, fountain syrups and finished goods under various beverage brands including [removed: Pepsi, Mirinda,] 7UP, Aquafina, [added: Mirinda,] Mountain Dew, [added: Pepsi] and Tropicana.

Our products are [added: primarily] brought to market through direct-store-delivery (DSD), customer warehouse and distributor networks.

We, our independent bottlers and our distributors operate DSD systems that deliver beverages, foods and snacks directly to retail stores where the products are merchandised by our employees or our independent [added: bottlers.]

[removed: DSD is especially well-suited] to products that are restocked often and respond to in-store promotion and merchandising.

Fuel, electricity and natural gas are also important commodities for our [removed: business] [added: businesses] due to their use in our and our business partners’ facilities and the vehicles delivering our products.

In addition, we continue to make investments to improve the sustainability and resources of our agricultural supply chain, including [removed: by developing] [added: the development of] our initiative to advance sustainable farming practices by our suppliers and expanding it globally.

We own numerous valuable trademarks which are essential to our worldwide businesses, including Agusha, Amp Energy, Aquafina, Aquafina Flavorsplash, Aunt Jemima, Cap’n Crunch, Cheetos, Chester’s, Chipsy, Chokis, Chudo, Cracker Jack, Crunchy, Diet Mist Twst, Diet Mountain Dew, Diet Mug, Diet Pepsi, Diet 7UP (outside the United States), Domik v Derevne, Doritos, Duyvis, Elma Chips, Emperador, Frito-Lay, Fritos, Fruktovy Sad, [removed: Frustyle, G Series,] G2, [added: Gamesa,] Gatorade, Grandma’s, H2oh!, Imunele, Izze, J-7 Tonus, Kas, KeVita, Kurkure, Lay’s, Life, Lifewtr, Lifewater, Lubimy, Manzanita Sol, Marias Gamesa, Matutano, Mirinda, Miss Vickie’s, Mist Twst, Mother’s, Mountain Dew, Mountain Dew Code Red, Mountain Dew Kickstart, Mug, Munchies, Naked, Near East, O.N.E., Paso de los Toros, Pasta Roni, Pepsi, Pepsi Max, Pepsi Next, Pepsi Zero Sugar, Propel, Quaker, Quaker Chewy, Rice-A-Roni, Rold Gold, Rosquinhas Mabel, Ruffles, Sabritas, Sakata, Saladitas, Sandora, Santitas, 7UP (outside the United States), 7UP Free (outside the United States), Simba, Smartfood, Smith’s, Snack a Jacks, SoBe, SoBe Lifewater, Sonric’s, Stacy’s, Sting, SunChips, Toddy, [removed: Toddynho, Tostitos, Trop 50, Tropicana, Tropicana Farmstand, Tropicana Pure Premium, Tropicana]

[added: Toddynho, Tostitos, Trop 50, Tropicana, Tropicana Farmstand, Tropicana Pure Premium, Tropicana] Twister, V Water, Vesely Molochnik, Walkers and Ya.

Our customers include wholesale and other distributors, foodservice customers, grocery stores, drug stores, convenience stores, discount/dollar stores, mass merchandisers, membership stores, [added: hard discounters,] e-commerce retailers and authorized independent bottlers, among others.

Changes to the retail landscape, including increased consolidation of retail ownership, [added: the rapid growth of sales through e-commerce websites] and [added: mobile commerce applications,] the [added: integration of physical and digital operations among retailers, as well as the growth in hard discounters, and the] current economic environment continue to increase the importance of major customers.

In [removed: 2016,] [added: 2017,] sales to [removed: Wal-Mart Stores,] [added: Walmart] Inc. [removed: (Wal-Mart),] [added: (Walmart),] including Sam’s Club (Sam’s), represented approximately 13% of our [removed: total] [added: consolidated] net revenue.

Our top five retail customers represented approximately [removed: 32%] [added: 33%] of our [removed: 2016] [added: 2017] net revenue in North America, with [removed: Wal-Mart] [added: Walmart] (including [removed: Sam’s) representing approximately 18%.]

In [removed: 2016,] [added: 2017,] we and The Coca-Cola Company represented approximately [removed: 24%] [added: 23%] and 20%, respectively, of the U.S. liquid refreshment beverage category by estimated retail sales in measured channels, according to Information Resources, Inc. However, The Coca-Cola Company has significant carbonated soft drink (CSD) share advantage in many markets outside the United States.

Our beverage, food and snack products compete primarily on the basis of brand recognition and loyalty, taste, price, value, quality, product variety, innovation, distribution, advertising, marketing and promotional activity, packaging, convenience, service and the ability to anticipate and effectively respond to consumer preferences and trends, including increased consumer focus on health and [removed: wellness.][added: wellness and the continued acceleration of e-commerce and other methods of distributing and purchasing products.]

Success in this competitive environment is dependent on effective promotion of existing products, effective introduction of new products and [added: reformulations of existing products,] the effectiveness of our advertising campaigns, marketing programs, product packaging, pricing, increased efficiency in production techniques, new vending and dispensing equipment and brand and trademark development and protection.

These activities principally involve: development of new ingredients, flavors and products; reformulation and improvement in the quality and appeal of existing products; improvement and modernization of manufacturing processes, including cost reduction; improvements in product quality, safety and integrity; development of, and improvements in, dispensing equipment, packaging technology, package design and portion sizes; efforts focused on identifying opportunities to transform, grow and broaden our product portfolio, including by developing products with improved nutrition profiles that reduce [removed: sodium, saturated fat or] added sugars, [added: sodium or saturated fat,] including through the use of sweetener alternatives and flavor modifiers and innovation in existing sweeteners, and by offering more products with positive nutrition including whole grains, fruits and vegetables, dairy, protein and hydration; [added: investments in building our capabilities to support our global e-commerce business;] and improvements in energy efficiency and efforts focused on reducing our impact on the environment.

Our research centers are located around the world, including in Brazil, China, India, [added: Ireland,] Mexico, Russia, the United Arab Emirates, the United Kingdom and the United States, and leverage nutrition science, food [removed: science, engineering and consumer insights to meet our strategy to continue to develop nutritious and convenient beverages, foods and snacks.]

[added: In 2017, we continued to refine our beverage, food and snack portfolio to meet changing consumer demands by reducing added sugars in many of our beverages and sodium and saturated fat in many of our foods and snacks, and by developing a broader portfolio of product choices, including: continuing to expand our] beverage options that contain no high-fructose corn syrup and that are made with natural flavors; [removed: launching a] [added: expanding our] state-of-the-art food and beverage healthy vending initiative to increase the availability of convenient, affordable and enjoyable nutrition; further expanding our portfolio of nutritious products by building on our important nutrition platforms and brands — Quaker (grains), Tropicana [removed: (fruits] [added: (juices, lemonades, fruit] and [removed: vegetables),] [added: vegetable drinks),] Gatorade (sports nutrition for [removed: athletes) and] [added: athletes),] Naked Juice [removed: (juices] [added: (cold-pressed juices] and [removed: smoothies);] [added: smoothies) and KeVita (probiotics, tonics and fermented teas);] further expanding our whole grain products globally; and further expanding our portfolio of nutritious products in growing categories, such as dairy, hummus and other refrigerated dips, and baked grain snacks.

DSD is especially well-suited

Our products are also available on a growing number of e-commerce websites and mobile commerce applications as consumer consumption patterns continue to change and retail increasingly expands online.

Sam’s) representing approximately 19%.

science, engineering and consumer insights to meet our strategy to continue to develop nutritious and convenient beverages, foods and snacks.

We are also subject to various state and local statutes and regulations, including state consumer protection laws such as Proposition 65 in California, which requires that a specific warning appear

While these environmental remediation and indemnification

and Diet Pepsi.

Further, either independently or in conjunction with third parties, AMENA makes, markets, distributes and sells many Quaker-branded cereals and snacks.

bottlers.

In 2016, we continued to refine our beverage, food and snack portfolio to meet changing consumer demands by reducing added sugars in many of our beverages and saturated fat and sodium in many of our foods and snacks, and by developing a broader portfolio of product choices, including: continuing to expand our

We rely on legal and operational compliance programs, as well as in-

In certain countries, our

In addition, we and our subsidiaries are party to a variety of [removed: legal, administrative,] [added: litigation, claims, legal or] regulatory [removed: and government] proceedings, [removed: claims and] inquiries [removed: arising in the normal course of business.][added: and investigations.]

While the results of [removed: these] [added: such litigation, claims, legal or regulatory] proceedings, [removed: claims and] inquiries [added: and investigations] cannot be predicted with certainty, management believes that the final outcome of the foregoing will not have a material adverse effect on our financial condition, results of operations or cash flows.

Business – Regulatory [removed: Matters.”] [added: Matters”] and “Item 1A.

In October 2017, the Supreme Administrative Court issued a final, non-appealable decision, rejecting our appeal and we agreed to invest funds up to the penalty amount(s) into the bottling plant to fully resolve the matter.

10-K 1 [removed: pepsico201610-k.htm] [added: pepsico201710-k.htm] FORM 10-K

For the fiscal year ended December [removed: 31, 2016][added: 30, 2017]

[removed: ][added: ]

| Common Stock, par value 1-2/3 cents per share | | [removed: New York] [added: The Nasdaq Stock Market LLC] and Chicago Stock [removed: Exchanges] [added: Exchange] |

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [removed: x]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, [removed: or] a smaller reporting [added: company, or an emerging growth] company.

See the definitions of “large accelerated filer,” “accelerated [removed: filer” and] [added: filer,”] “smaller reporting [added: company,” and “emerging growth] company” in Rule 12b-2 of the Exchange Act.

| Large accelerated filer x | [added: | | |] Accelerated filer ¨ |

| Non-accelerated filer ¨ [added: (Do not check if a smaller reporting company)] | [added: | | |] Smaller reporting company ¨ |

The aggregate market value of PepsiCo, Inc. Common Stock held by nonaffiliates of PepsiCo, Inc. (assuming for these purposes, but without conceding, that all executive officers and directors of PepsiCo, Inc. are affiliates of PepsiCo, Inc.) as of June [removed: 10, 2016,] [added: 16, 2017,] the last day of business of our most recently completed second fiscal quarter, was [removed: $148.7] [added: $166.5] billion (based on the closing sale price of PepsiCo, Inc.’s Common Stock on that date as reported on the New York Stock Exchange).

The number of shares of PepsiCo, Inc. Common Stock outstanding as of February [removed: 7, 2017] [added: 6, 2018] was [removed: 1,427,214,232.][added: 1,419,908,267.]

Portions of the Proxy Statement relating to PepsiCo, Inc.’s [removed: 2017] [added: 2018] Annual Meeting of Shareholders are incorporated by reference into Part III of this Form 10-K.

For the Fiscal Year Ended December [removed: 31, 2016][added: 30, 2017]

| Item 1. | [removed: [Business](#sE743539B45C1543DA92FAF8AF4E59D5D)] [added: [Business](#s548FE159129B5904BD79E86864814981)] | [removed: [2](#sE743539B45C1543DA92FAF8AF4E59D5D)] [added: [2](#s548FE159129B5904BD79E86864814981)] |

| Item 1A. | [Risk [removed: Factors](#sCA61FFF07630580B981521C0C976CF70)] [added: Factors](#s8C576F9CC17D55319458696C5F8DF47E)] | [removed: [10](#sCA61FFF07630580B981521C0C976CF70)] [added: [10](#s8C576F9CC17D55319458696C5F8DF47E)] |

| Item 1B. | [Unresolved Staff [removed: Comments](#s21721399631F57148285689EC3BDD18B)] [added: Comments](#s8DA69207C4065AE9AE0631874DC0C7B6)] | [removed: [27](#s21721399631F57148285689EC3BDD18B)] [added: [29](#s8DA69207C4065AE9AE0631874DC0C7B6)] |

| Item 2. | [removed: [Properties](#s7B8682B8DFDB54348BA80F55CC7887EB)] [added: [Properties](#sDEF3943122A25685A84F52FF1B1A639D)] | [removed: [28](#s7B8682B8DFDB54348BA80F55CC7887EB)] [added: [30](#sDEF3943122A25685A84F52FF1B1A639D)] |

| Item 3. | [Legal [removed: Proceedings](#s7B5B689F55F8542088F0F2D5B08B6DF1)] [added: Proceedings](#sE057A34BA02157799BC2373C547F07C0)] | [removed: [29](#s7B5B689F55F8542088F0F2D5B08B6DF1)] [added: [31](#sE057A34BA02157799BC2373C547F07C0)] |

| Item 4. | [Mine Safety [removed: Disclosures](#sAAD6307784E75CAF884780A65B4375F7)] [added: Disclosures](#s629E381C9ABD59E99C35752CFC179B72)] | [removed: [29](#sAAD6307784E75CAF884780A65B4375F7)] [added: [31](#s629E381C9ABD59E99C35752CFC179B72)] |

| Item 5. | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#sD754EF3758E35D60A95B2D2EE3CDAB78)] [added: Securities](#s74AAC760B4DB5C3F8D838074DA604BE8)] | [removed: [33](#sD754EF3758E35D60A95B2D2EE3CDAB78)] [added: [36](#s74AAC760B4DB5C3F8D838074DA604BE8)] |

| Item 6. | [Selected Financial [removed: Data](#sf19af32268ff4690b96aed3c031765f5)] [added: Data](#s76CB50A56814537F89BB3E8EE837397D)] | [removed: [36](#sf19af32268ff4690b96aed3c031765f5)] [added: [39](#s76CB50A56814537F89BB3E8EE837397D)] |

| Item 7. | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#sE17E2F6121B9587EB4424FE5E92BACEF)] [added: Operations](#sD4F674C304505785B7B4941E1916FAE0)] | [removed: [41](#sE17E2F6121B9587EB4424FE5E92BACEF)] [added: [44](#sD4F674C304505785B7B4941E1916FAE0)] |

| Item 7A. | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#s3AF5759987A05D2886710A0A4A58C302)] [added: Risk](#sBD5949FF87EA5217A66F3EB7A1782BA6)] | [removed: [131](#s3AF5759987A05D2886710A0A4A58C302)] [added: [132](#sBD5949FF87EA5217A66F3EB7A1782BA6)] |

| Item 8. | [Financial Statements and Supplementary [removed: Data](#s2763AC9DA64350A9995B0E2BD1C9E0B4)] [added: Data](#s070C0FE8405A55AE926A2CEC35EA51AC)] | [removed: [131](#s2763AC9DA64350A9995B0E2BD1C9E0B4)] [added: [132](#s070C0FE8405A55AE926A2CEC35EA51AC)] |

| Item 9. | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#sFDC35F7C4BBA58D58E23CE0EAD6C784D)] [added: Disclosure](#sBC582C6028A55D24B3A95AD03BFD7E67)] | [removed: [131](#sFDC35F7C4BBA58D58E23CE0EAD6C784D)] [added: [132](#sBC582C6028A55D24B3A95AD03BFD7E67)] |

| Item 9A. | [Controls and [removed: Procedures](#sDF637E2274FF52AA85B85A6FF4B42BF1)] [added: Procedures](#sDA9D847BC38554BC8BC78256548FC5DD)] | [removed: [131](#sDF637E2274FF52AA85B85A6FF4B42BF1)] [added: [132](#sDA9D847BC38554BC8BC78256548FC5DD)] |

| Item 9B. | [Other [removed: Information](#s146FA54E59025A9B92C6E6A5623D0C44)] [added: Information](#s33D9896A11145BFAB349CEF3B7F90F8A)] | [removed: [132](#s146FA54E59025A9B92C6E6A5623D0C44)] [added: [133](#s33D9896A11145BFAB349CEF3B7F90F8A)] |

| Item 10. | [Directors, Executive Officers and Corporate [removed: Governance](#s4EF4DC687D1D538582560E7BA1D64ECA)] [added: Governance](#s96603A38085D5E28835B77B3ED610A9E)] | [removed: [132](#s4EF4DC687D1D538582560E7BA1D64ECA)] [added: [133](#s96603A38085D5E28835B77B3ED610A9E)] |

| Item 11. | [Executive [removed: Compensation](#s5CDC32729E06542E87D4EF8DB09B709A)] [added: Compensation](#s5C0E09419F5554358F77F10C4477DDCC)] | [removed: [132](#s5CDC32729E06542E87D4EF8DB09B709A)] [added: [133](#s5C0E09419F5554358F77F10C4477DDCC)] |

| Item 12. | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#s9ED282EEC6FB52238CFB0A54207B9A20)] [added: Matters](#s772DD51EE10A58058BECAE236B5E0C18)] | [removed: [132](#s9ED282EEC6FB52238CFB0A54207B9A20)] [added: [133](#s772DD51EE10A58058BECAE236B5E0C18)] |

| Item 13. | [Certain Relationships and Related Transactions, and Director [removed: Independence](#s57288F49481358E2A4E92DC5A0D4F202)] [added: Independence](#s271330AC513A53F1ADCD5D39093F434C)] | [removed: [133](#s57288F49481358E2A4E92DC5A0D4F202)] [added: [134](#s271330AC513A53F1ADCD5D39093F434C)] |

| Item 14. | [Principal Accounting Fees and [removed: Services](#s84612094DFE25544A8FF55BA2DB347F7)] [added: Services](#s24329E438A6A5C5DA758246CFEC82E45)] | [removed: [133](#s84612094DFE25544A8FF55BA2DB347F7)] [added: [134](#s24329E438A6A5C5DA758246CFEC82E45)] |

| Item 15. | [Exhibits and Financial Statement [removed: Schedules](#sAC4E328C58545EE39021FDC3BFA757BE)] [added: Schedules](#s1F64C8E6AC715BCCBE5D5F099DE07875)] | [removed: [134](#sAC4E328C58545EE39021FDC3BFA757BE)] [added: [135](#s1F64C8E6AC715BCCBE5D5F099DE07875)] |

| Item 16. | [Form 10-K [removed: Summary](#seb9965b19d934cf9bd0828429213c7be)] [added: Summary](#s2F8EF9B41C9C5A73B551892523CE1417)] | [removed: [135](#seb9965b19d934cf9bd0828429213c7be)] [added: [136](#s2F8EF9B41C9C5A73B551892523CE1417)] |

| | | | | |

| --- | --- | --- | --- | --- |

| | | | | |

| | Emerging growth company ¨ | | | |

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

| | |

| --- | --- |

| | |

We have received no written comments regarding our periodic or current reports from the staff of the SEC that were issued 180 days or more preceding the end of our [removed: 2016] [added: 2017] fiscal year and that remain unresolved.

Each division utilizes plants, warehouses, distribution centers, [added: storage facilities,] offices and other facilities, either owned or leased, in connection with making, marketing, distributing and selling our products.

| Plants (b) | 35 | | 5 | | [removed: 70] [added: 65] | | [removed: 55] [added: 50] | | [removed: 100] [added: 85] | | 50 | | 5 |

| (c) | Includes warehouses, distribution centers, [added: storage facilities,] offices, including division headquarters, research and development facilities and other facilities. |

| • | FLNA’s research [added: and development] facility in Plano, Texas, which is owned. |

| • | Latin America’s [removed: four] [added: three] snack plants in Mexico [removed: (two] [added: (one] in Vallejo, one in Celaya and one in Monterrey) and one in Brazil (Sorocaba), all of which are owned. |

| • | ESSA’s snack plant in Leicester, United Kingdom, which is leased; its snack plant in Kashira, Russia, its [removed: food and snack research and development facility in Leicester, United Kingdom, its] fruit juice plant in Zeebrugge, Belgium, its beverage plant in Lebedyan, Russia and its dairy plant in Moscow, Russia, all of which are owned. |

| • | AMENA’s beverage plants in [removed: Sixth of October City and] Tanta City, [removed: Egypt, Rayong, Thailand] [added: Egypt] and [removed: Amman, Jordan,] [added: Rayong, Thailand,] and its snack [removed: plants] [added: plant] in Sixth of October City, [removed: Egypt and Queensland, Australia,] [added: Egypt,] all of which are owned; and [added: its snack plant in] Riyadh, Saudi Arabia, which is leased. |

| Other Facilities (c) | 1,680 | | 3 | | 440 | | 585 | | 340 | | 345 | | 40 |

| (a) | Shared properties are in addition to the other properties reported by our six divisions identified in this table. |

| Other Facilities (c) | 1,675 | | 3 | | 465 | | 575 | | 365 | | 360 | | 35 |

| (a) | Shared properties are in addition to the other properties reported by our six divisions identified in this table. QFNA shares 13 warehouse and distribution centers with NAB and FLNA. QFNA also shares two warehouse and distribution centers and one research and development laboratory with NAB. FLNA shares one plant with Latin America. NAB, ESSA and AMENA share two plants. Latin America, NAB and AMENA share one concentrate plant. Latin America and AMENA share an additional concentrate plant. Approximately 20 offices support shared functions. |

| Albert P. Carey | [removed: 65] [added: 66] | Chief Executive Officer, North America |

| [removed: Sanjeev Chadha] [added: Mike Spanos] | [removed: 57] [added: 53] | Chief Executive Officer, Asia, Middle East and North Africa |

| Marie T. Gallagher | [removed: 57] [added: 58] | Senior Vice President and Controller, PepsiCo |

| Hugh F. Johnston | [removed: 55] [added: 56] | Vice Chairman, PepsiCo; Executive Vice President and Chief Financial Officer, PepsiCo |

| Dr. Mehmood Khan | [removed: 58] [added: 59] | Vice Chairman, PepsiCo; Executive Vice President, PepsiCo Chief Scientific Officer, Global Research and Development |

| [removed: Ramon Laguarta] [added: Laxman Narasimhan] | [removed: 53] [added: 50] | Chief Executive Officer, [added: Latin America and] Europe Sub-Saharan Africa |

[removed: |] Laxman [removed: Narasimhan | 49 |] [added: Narasimhan, 50, was appointed] Chief Executive Officer, Latin America [removed: |][added: and Europe Sub-Saharan Africa in September 2017.]

| Indra K. Nooyi | [removed: 61] [added: 62] | Chairman of the Board of Directors and Chief Executive Officer, PepsiCo |

| Vivek Sankaran | [removed: 54] [added: 55] | President and Chief Operating Officer, Frito-Lay North America |

| Kirk Tanner | [removed: 48] [added: 49] | President and Chief Operating Officer, North America Beverages |

| [removed: Cynthia M. Trudell] [added: Ruth Fattori] | [removed: 63] [added: 65] | Executive Vice President, Human Resources and Chief Human Resources Officer, PepsiCo |

| [removed: Tony West] [added: David Yawman] | [removed: 51] [added: 49] | Executive Vice President, Government Affairs, General Counsel and Corporate Secretary, PepsiCo |

Carey, [removed: 65,] [added: 66,] was appointed Chief Executive Officer, North America, effective April 2016.

Mr. Carey previously served as Chief Executive Officer, North America Beverages from July 2015 to April 2016, as Chief Executive Officer, PepsiCo Americas Beverages from 2011 to July 2015 and as President and Chief [added: Executive Officer of Frito-Lay North America from 2006 to 2011.]

[removed: Sanjeev Chadha, 57,] [added: Mike Spanos, 53,] was appointed Chief Executive Officer, Asia, Middle East and North [removed: Africa in July 2015.][added: Africa, effective January 2018.]

Mr. Chadha previously served as Chief Executive Officer, [added: Asia, Middle East and North Africa from July 2015 to January 2018, as Chief Executive Officer,] PepsiCo Asia, Middle East and Africa from 2013 to July 2015, as President of PepsiCo’s Middle East and Africa region from 2011 to 2013 and as President of PepsiCo’s India region from 2009 to 2010.

He served as Senior Vice President [removed: –] [added: -] Commercial, Asia Pacific, including China and India, Senior General Manager, Vietnam and the Philippines, and held other leadership roles in sales, marketing, innovation and franchise.

Gallagher, [removed: 57,] [added: 58,] was appointed PepsiCo’s Senior Vice President and Controller in May 2011.

Johnston, [removed: 55,] [added: 56,] was appointed Vice Chairman, PepsiCo in July 2015 and Executive Vice President and Chief Financial Officer, PepsiCo in March 2010.

Dr. Mehmood Khan, [removed: 58,] [added: 59,] was appointed Vice Chairman, PepsiCo in February 2015 and Executive Vice President, PepsiCo Chief Scientific Officer, Global Research and Development in May 2012.

[removed: Mr. Laguarta] [added: He] previously [removed: served as] [added: held the positions of] Chief Executive Officer, [added: Europe Sub-Saharan Africa from July 2015 to September 2017, Chief Executive Officer,] PepsiCo Europe from January 2015 to July 2015, [removed: as] President, Developing & Emerging Markets, PepsiCo Europe from 2012 to January 2015 and [removed: as] President, PepsiCo Eastern Europe Region from 2008 to 2012.

Prior to joining PepsiCo in 1996, Mr. Laguarta worked for Chupa Chups, S.A., where he worked in several international assignments in [removed: Europe] [added: Europe, Asia,] and the United States.

[removed: Mr. Narasimhan] [added: He] previously [removed: served as] [added: held the positions of] Chief Executive Officer, [added: Latin America from 2015 to September 2017, Chief Executive Officer,] PepsiCo Latin America Foods from 2014 to July 2015 and [removed: as] Senior Vice President and Chief Financial Officer of PepsiCo Americas Foods, a business unit that had previously included the Company’s Frito-Lay North America, Quaker Foods North America and Latin America Foods divisions, from 2012 to 2014.

Nooyi, [removed: 61,] [added: 62,] has been PepsiCo’s Chief Executive Officer since 2006 and assumed the role of Chairman of PepsiCo’s Board of Directors in 2007.

[removed: Ms. Nooyi also served as PepsiCo’s Senior Vice President, Corporate Strategy and] Development from 1996 until 2000, and as PepsiCo’s Senior Vice President, Strategic Planning from 1994 until 1996.

Vivek Sankaran, [removed: 54] [added: 55,] was appointed President and Chief Operating Officer, Frito-Lay North America, effective April 2016.

Kirk Tanner, [removed: 48,] [added: 49,] was appointed President and Chief Operating Officer, North America Beverages, effective April 2016.

[removed: Tony West, 51, has been PepsiCo’s] [added: David Yawman, 49, was appointed] Executive Vice President, Government Affairs, General Counsel and Corporate [removed: Secretary since November 2014.][added: Secretary, PepsiCo effective October 2017.]

| Sanjeev Chadha | 58 | Chairman, Asia, Middle East and North Africa |

| Ramon Laguarta | 54 | President, PepsiCo |

| Silviu Popovici | 50 | President, Europe Sub-Saharan Africa |

Sanjeev Chadha, 58, was appointed Chairman, Asia, Middle East and North Africa, effective January 2018.

Ruth Fattori, 65, was appointed Executive Vice President, Human Resources and Chief Human Resources Officer, PepsiCo effective October 2017.

Ms. Fattori previously served as PepsiCo’s Senior Vice President, Talent Management, Training and Development from February 2013 until October 2017.

Prior to joining PepsiCo, Ms. Fattori was managing partner of Pecksland Partners, LLC from 2009 to February 2013.

From 2008 to 2009, Ms. Fattori served as Executive Vice President and Chief Administrative Officer for MetLife, Inc. From 2004 to 2008, Ms. Fattori served as Executive Vice President of Human Resources at Motorola, Inc. and, prior to that, held senior human resources positions at JPMorgan Chase & Co. and Siemens Corporation.

Ramon Laguarta, 54, was appointed President, PepsiCo in September 2017.

Ms. Nooyi also served as PepsiCo’s Senior Vice President, Corporate Strategy and

Silviu Popovici, 50, was appointed President, Europe Sub-Saharan Africa effective September 2017.

Mr. Popovici previously served as President, Russia, Ukraine and CIS (The Commonwealth of Independent States) from August 2015 to September 2017, and as President, PepsiCo Russia from January 2013 to July 2015.

Mr. Popovici joined PepsiCo in 2011 following PepsiCo’s acquisition of Wimm-Bill-Dann Foods OJSC (WBD) and served as General Manager, WBD Foods Division from February 2011 until December 2012.

Prior to the acquisition, Mr. Popovici held senior leadership roles at WBD, running its dairy business from 2008 to 2011 and its beverages business from 2006 to 2008.

Mr. Spanos previously served as interim head of PepsiCo’s Asia, Middle East and North Africa division from October 2017 to January 2018 and as President and Chief Executive Officer, PepsiCo Greater China Region, from September 2014 to January 2018.

Prior to that, Mr. Spanos served as Senior Vice President and Chief Customer Officer, PepsiCo North America Beverages from October 2011 to September 2014, as Senior Vice President and General Manager, PepsiCo Beverages Company’s west business unit from March 2011 to October 2011 and as Senior Vice President, Retail Sales and Execution, PepsiCo Beverages Company from March 2010 to March 2011.

Mr. Spanos joined PepsiCo in 1993 as a territory sales manager and unit manager in the Philadelphia market unit and served in various other leadership roles through March 2010.

Prior to joining PepsiCo, Mr. Spanos served in the United States Marines Corps from 1987 to 1993, and with Tallahassee Medical Company as a sales representative in 1993.

Prior to that, Mr. Yawman served as Senior Vice President and Deputy General Counsel for PepsiCo and General Counsel for North America and Corporate from July 2017 to October 2017.

He previously served as Senior Vice President, PepsiCo Deputy General Counsel, General Counsel, North America Beverages and Quaker Foods North America from July 2015 to July 2017, as Senior Vice President, PepsiCo Deputy General Counsel, General Counsel, PepsiCo America Beverages from April 2014 to July 2015, as Senior Vice President, PepsiCo Chief Compliance and Ethics

Officer from March 2012 to April 2014 and as Senior Vice President, General Counsel, Pepsi Beverages Company from February 2010 to March 2012.

Prior to that, he spent five years in the law department of The Pepsi Bottling Group, Inc. (PBG) and, prior to that, was a member of PepsiCo’s corporate law department from the time he joined PepsiCo in 1998 until 2003.

Executive Officer of Frito-Lay North America from 2006 to 2011.

Ramon Laguarta, 53, was appointed Chief Executive Officer, Europe Sub-Saharan Africa in July 2015.

Laxman Narasimhan, 49, was appointed Chief Executive Officer, Latin America in July 2015.

Cynthia M.

Trudell, 63, has been Executive Vice President, Human Resources and Chief Human Resources Officer, PepsiCo since April 2011 and was PepsiCo’s Senior Vice President, Chief Personnel Officer from 2007 until April 2011.

Ms. Trudell served as a director of PepsiCo from 2000 until 2007.

She was formerly Vice President of Brunswick Corporation and President of Sea Ray Group from 2001 until 2006.

From 1999 until 2001, Ms. Trudell served as Vice President of General Motors (GM), and Chairman and President of Saturn Corporation, a wholly-owned subsidiary of GM.

Ms. Trudell began her career with the Ford Motor Co. as a chemical process engineer.

In 1981, she joined GM and held various engineering and manufacturing supervisory positions.

In 1995, she became plant manager at GM’s Wilmington Assembly Center in Delaware.

In 1996, she became President of IBC Vehicles in Luton, England, a joint venture between General Motors and Isuzu.

Prior to joining PepsiCo, Mr. West served as Associate Attorney General of the United States from 2012 to 2014, after previously serving as the Assistant Attorney General for the Civil Division in the U.S. Department of Justice from 2009 to 2012.

From 2001 to 2009, Mr. West

was a partner at Morrison & Foerster LLP.

He also served as Special Assistant Attorney General at the California Department of Justice from 1999 to 2001 and, prior to that, as an Assistant United States Attorney in the Northern District of California.

[removed: Stock Exchange Listings – The New York Stock Exchange is the principal market for our] [added: Our] common [removed: stock, which] [added: stock] is also listed on the Chicago Stock Exchange and SIX Swiss Exchange.

Stock Prices – The quarterly composite high and low sales prices for PepsiCo common stock [added: for each fiscal quarter of 2017 and 2016] as reported on [removed: the] [added: The] New York Stock Exchange [removed: for each fiscal quarter of 2016] [added: through December 19, 2017] and [removed: 2015] [added: The Nasdaq Global Select Market from December 20, 2017 through December 30, 2017,] are contained in “Item 6.

Shareholders – As of February [removed: 7, 2017,] [added: 6, 2018,] there were approximately [removed: 125,692] [added: 120,156] shareholders of record of our common stock.

On February [removed: 2, 2017,] [added: 5, 2018,] the Board of [removed: PepsiCo] [added: Directors] declared a quarterly dividend of [removed: $0.7525] [added: $0.805] payable March [removed: 31, 2017,] [added: 30, 2018,] to shareholders of record on March [removed: 3, 2017.][added: 2, 2018.]

For the remainder of [removed: 2017,] [added: 2018,] the dividend record dates for these payments are expected to be June [removed: 2,] [added: 1,] September [removed: 1] [added: 7] and December [removed: 1, 2017,] [added: 7, 2018,] subject to approval of the Board of Directors.

Information with respect to the quarterly dividends declared in [removed: 2016] [added: 2017] and [removed: 2015] [added: 2016] is contained in “Item 6.

A summary of our common stock repurchases (in millions, except average price per share) during the fourth quarter of [removed: 2016] [added: 2017] is set forth in the table below.

| (a) | All shares were repurchased in open market transactions pursuant to publicly announced repurchase [removed: programs, other than 27 thousand shares of common stock which were repurchased pursuant to a privately negotiated block trade transaction.] [added: programs.] |

| (b) | Includes shares authorized for repurchase under the $12 billion repurchase program authorized by our Board of Directors and publicly announced on February 11, 2015, which commenced on July 1, 2015 and expires on June 30, 2018. [added: On February 13, 2018, we publicly announced a new repurchase program of up to $15 billion of our common stock, which will commence on July 1, 2018 and expire on June 30, 2021, and such shares are excluded from the above table.] Such shares may be repurchased in open market transactions, in privately negotiated transactions, in accelerated stock repurchase transactions or otherwise. |

The Company does not have any authorized, but unissued, “blank check preferred stock.” [removed: PepsiCo repurchases shares of its convertible preferred stock from the ESOP in connection with share redemptions by ESOP participants.]

The following table summarizes our convertible preferred share repurchases during the fourth quarter of [removed: 2016.][added: 2017.]

Stock Exchange Listings – Since December 20, 2017, our common stock has traded on The Nasdaq Global Select Market.

Before December 20, 2017, our common stock traded on The New York Stock Exchange.

| 9/9/2017 | | | | | | | | | | | $ | 5,857 | |

| 9/10/2017 - 10/7/2017 | 1.5 | | | $ | 112.85 | | | 1.5 | | | (167 | | ) |

| | | | | | | | | | | | 5,690 | | |

| 10/8/2017 - 11/4/2017 | 1.3 | | | $ | 111.00 | | | 1.3 | | | (139 | | ) |

| | | | | | | | | | | | 5,551 | | |

| 11/5/2017 - 12/2/2017 | 1.1 | | | $ | 114.32 | | | 1.1 | | | (126 | | ) |

| | | | | | | | | | | | 5,425 | | |

| 12/3/2017 - 12/30/2017 | 0.6 | | | $ | 117.55 | | | 0.6 | | | (72 | | ) |

| Total | 4.5 | | | $ | 113.34 | | | 4.5 | | | $ | 5,353 | |

In the fourth quarter of 2017, PepsiCo repurchased shares of its convertible preferred stock from the ESOP in connection with share redemptions by ESOP participants.

See Note 11 to our consolidated financial statements for additional information on our convertible preferred stock.

| 9/10/2017 - 10/7/2017 | — | | | $ | — | | | N/A | | N/A |

| 10/8/2017 - 11/4/2017 | 1,000 | | | $ | 548.21 | | | N/A | | N/A |

| 11/5/2017 - 12/2/2017 | — | | | $ | — | | | N/A | | N/A |

| 12/3/2017 - 12/30/2017 | 900 | | | $ | 578.48 | | | N/A | | N/A |

| Total | 1,900 | | | $ | 562.55 | | | N/A | | N/A |

| 9/3/2016 | | | | | | | | | | | $ | 8,240 | |

| 9/4/2016 - 10/1/2016 | 2.2 | | | $ | 106.31 | | | 2.2 | | | (238 | | ) |

| | | | | | | | | | | | 8,002 | | |

| 10/2/2016 - 10/29/2016 | 2.1 | | | $ | 106.47 | | | 2.1 | | | (220 | | ) |

| | | | | | | | | | | | 7,782 | | |

| 10/30/2016 - 11/26/2016 | 2.4 | | | $ | 104.18 | | | 2.4 | | | (245 | | ) |

| | | | | | | | | | | | 7,537 | | |

| 11/27/2016 - 12/31/2016 | 1.8 | | | $ | 102.40 | | | 1.8 | | | (185 | | ) |

| Total | 8.5 | | | $ | 104.92 | | | 8.5 | | | $ | 7,352 | |

The preferences, limitations and relative rights of the shares of convertible preferred stock are set forth in Exhibit A to our amended and restated articles of incorporation.

Quaker made the final award to the ESOP in June 2001.

| 9/4/2016 - 10/1/2016 | — | | | $ | — | | | N/A | | N/A |

| 10/2/2016 - 10/29/2016 | 1,000 | | | $ | 523.89 | | | N/A | | N/A |

| 10/30/2016 - 11/26/2016 | 1,000 | | | $ | 505.43 | | | N/A | | N/A |

| 11/27/2016 - 12/31/2016 | 3,800 | | | $ | 518.78 | | | N/A | | N/A |

| Total | 5,800 | | | $ | 517.36 | | | N/A | | N/A |

| | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | | | [removed: 2012] [added: 2013] | | |

| Net revenue (a) | $ | [removed: 62,799] [added: 63,525] | | | $ | [removed: 63,056] [added: 62,799] | | | $ | [removed: 66,683] [added: 63,056] | | | $ | [removed: 66,415] [added: 66,683] | | | $ | [removed: 65,492] [added: 66,415] | |

| Operating profit | $ | [removed: 9,785] [added: 10,509] | | | $ | [removed: 8,353] [added: 9,785] | | | $ | [removed: 9,581] [added: 8,353] | | | $ | [removed: 9,705] [added: 9,581] | | | $ | [removed: 9,112] [added: 9,705] | |

| Net income attributable to PepsiCo [added: (b)] | $ | [removed: 6,329] [added: 4,857] | | | $ | [removed: 5,452] [added: 6,329] | | | $ | [removed: 6,513] [added: 5,452] | | | $ | [removed: 6,740] [added: 6,513] | | | $ | [removed: 6,178] [added: 6,740] | |

| Net income attributable to PepsiCo per common share – basic [added: (b)] | $ | [removed: 4.39] [added: 3.40] | | | $ | [removed: 3.71] [added: 4.39] | | | $ | [removed: 4.31] [added: 3.71] | | | $ | [removed: 4.37] [added: 4.31] | | | $ | [removed: 3.96] [added: 4.37] | |

| Net income attributable to PepsiCo per common share – diluted [added: (b)] | $ | [removed: 4.36] [added: 3.38] | | | $ | [removed: 3.67] [added: 4.36] | | | $ | [removed: 4.27] [added: 3.67] | | | $ | [removed: 4.32] [added: 4.27] | | | $ | [removed: 3.92] [added: 4.32] | |

| Cash dividends declared per common share | $ | [removed: 2.96] [added: 3.1675] | | | $ | [removed: 2.7625] [added: 2.96] | | | $ | [removed: 2.5325] [added: 2.7625] | | | $ | [removed: 2.24] [added: 2.5325] | | | $ | [removed: 2.1275] [added: 2.24] | |

| Long-term debt | $ | [removed: 30,053] [added: 33,796] | | | $ | [removed: 29,213] [added: 30,053] | | | $ | [removed: 23,821] [added: 29,213] | | | $ | [removed: 24,333] [added: 23,821] | | | $ | [removed: 23,544] [added: 24,333] | |

| (a) | Our fiscal 2016 results [removed: include] [added: included] an extra week of results. The 53rd reporting week increased 2016 net revenue by $657 million, including $294 million in our FLNA segment, $43 million in our QFNA segment, $300 million in our NAB segment and $20 million in our ESSA segment. |

| | Operating profit | | | | Interest expense | | | | Provision for income [removed: taxes(b)] [added: taxes(c)] | | | | Net income attributable to noncontrolling interests | | | | Net income attributable to PepsiCo | | | | Net income attributable to PepsiCo per common share – diluted | | |

| Mark-to-market net impact [removed: (c)] [added: (d)] | $ | 167 | | | $ | — | | | $ | (56 | ) | | $ | — | | | $ | 111 | | | $ | 0.08 | |

| Restructuring and impairment charges [removed: (d)] [added: (e)] | $ | (160 | ) | | $ | — | | | $ | 26 | | | $ | 3 | | | $ | (131 | ) | | $ | (0.09 | ) |

| Charge related to the transaction with Tingyi [removed: (e)] [added: (j)] | $ | (373 | ) | | $ | — | | | $ | — | | | $ | — | | | $ | (373 | ) | | $ | (0.26 | ) |

| Charge related to debt redemption [removed: (f)] [added: (k)] | $ | — | | | $ | (233 | ) | | $ | 77 | | | $ | — | | | $ | (156 | ) | | $ | (0.11 | ) |

| Pension-related settlement charge [removed: (g)] [added: (l)] | $ | (242 | ) | | $ | — | | | $ | 80 | | | $ | — | | | $ | (162 | ) | | $ | (0.11 | ) |

| 53rd reporting week [removed: (h)] [added: (m)] | $ | 126 | | | $ | (19 | ) | | $ | (44 | ) | | $ | (1 | ) | | $ | 62 | | | $ | 0.04 | |

| | Operating profit | | | | Provision for income [removed: taxes(b)] [added: taxes(c)] | | | | Net income attributable to PepsiCo | | | | Net income attributable to PepsiCo per common share – diluted | | |

| Mark-to-market net impact [removed: (c)] [added: (d)] | $ | 11 | | | $ | (3 | ) | | $ | 8 | | | $ | — | |

| Restructuring and impairment charges [removed: (d)] [added: (e)] | $ | (230 | ) | | $ | 46 | | | $ | (184 | ) | | $ | (0.12 | ) |

| Charge related to the transaction with Tingyi [removed: (e)] [added: (j)] | $ | (73 | ) | | $ | — | | | $ | (73 | ) | | $ | (0.05 | ) |

| Pension-related settlement benefits [removed: (g)] [added: (l)] | $ | 67 | | | $ | (25 | ) | | $ | 42 | | | $ | 0.03 | |

| Venezuela impairment charges [removed: (i)] [added: (n)] | $ | (1,359 | ) | | $ | — | | | $ | (1,359 | ) | | $ | (0.91 | ) |

| Tax benefit [removed: (j)] [added: (o)] | $ | — | | | $ | 230 | | | $ | 230 | | | $ | 0.15 | |

| Müller Quaker Dairy (MQD) impairment [removed: (k)] [added: (p)] | $ | (76 | ) | | $ | 28 | | | $ | (48 | ) | | $ | (0.03 | ) |

| Gain on beverage refranchising [removed: (l)] [added: (h)] | $ | 39 | | | $ | (11 | ) | | $ | 28 | | | $ | 0.02 | |

| Other productivity initiatives [removed: (m)] [added: (q)] | $ | (90 | ) | | $ | 24 | | | $ | (66 | ) | | $ | (0.04 | ) |

| Joint venture impairment charge [removed: (n)] [added: (r)] | $ | (29 | ) | | $ | — | | | $ | (29 | ) | | $ | (0.02 | ) |

| | Operating profit | | | | Provision for income [removed: taxes(b)] [added: taxes(c)] | | | | Net income attributable to noncontrolling interests | | | | Net income attributable to PepsiCo | | | | Net income attributable to PepsiCo per common share – diluted | | |

| Mark-to-market net impact [removed: (c)] [added: (d)] | $ | (68 | ) | | $ | 24 | | | $ | — | | | $ | (44 | ) | | $ | (0.03 | ) |

| Restructuring and impairment charges [removed: (d)] [added: (e)] | $ | (418 | ) | | $ | 99 | | | $ | 3 | | | $ | (316 | ) | | $ | (0.21 | ) |

| Pension-related settlement charge [removed: (g)] [added: (l)] | $ | (141 | ) | | $ | 53 | | | $ | — | | | $ | (88 | ) | | $ | (0.06 | ) |

| Venezuela remeasurement charge [removed: (o)] [added: (s)] | $ | (105 | ) | | $ | — | | | $ | — | | | $ | (105 | ) | | $ | (0.07 | ) |

| Gain on sale of [removed: agricultural] assets [removed: (p)] [added: (i)] | $ | 31 | | | $ | 3 | | | $ | — | | | $ | 34 | | | $ | 0.02 | |

| Other productivity initiatives [removed: (m)] [added: (q)] | $ | (67 | ) | | $ | 13 | | | $ | — | | | $ | (54 | ) | | $ | (0.04 | ) |

| | Operating profit | | | | Provision for income [removed: taxes(b)] [added: taxes(c)] | | | | Net income attributable to PepsiCo | | | | Net income attributable to PepsiCo per common share – diluted | | |

| Mark-to-market net impact [removed: (c)] [added: (d)] | $ | (72 | ) | | $ | 28 | | | $ | (44 | ) | | $ | (0.03 | ) |

| Restructuring and impairment charges [removed: (d)] [added: (e)] | $ | (163 | ) | | $ | 34 | | | $ | (129 | ) | | $ | (0.08 | ) |

| Tax benefit [removed: (j)] [added: (o)] | $ | — | | | $ | 209 | | | $ | 209 | | | $ | 0.13 | |

| Venezuela remeasurement charge [removed: (o)] [added: (s)] | $ | (111 | ) | | $ | — | | | $ | (111 | ) | | $ | (0.07 | ) |

| Merger and integration charges [removed: (q)] [added: (t)] | $ | (10 | ) | | $ | 2 | | | $ | (8 | ) | | $ | (0.01 | ) |

| Provision for income taxes (b) | $ | 4,694 | | | $ | 2,174 | | | $ | 1,941 | | | $ | 2,199 | | | $ | 2,104 | |

| Total assets | $ | 79,804 | | | $ | 73,490 | | | $ | 68,976 | | | $ | 69,634 | | | $ | 76,762 | |

| (b) | Includes the provisional impact of the TCJ Act enacted in 2017. See Note 5 to our consolidated financial statements for additional information. |

| | 2017 | | | | | | | | | | | | | | |

| Provisional net tax expense related to the TCJ Act (f) | $ | — | | | $ | (2,451 | ) | | $ | (2,451 | ) | | $ | (1.70 | ) |

| Gain on sale of Britvic plc (Britvic) securities (g) | $ | 95 | | | $ | (10 | ) | | $ | 85 | | | $ | 0.06 | |

| Gain on beverage refranchising (h) | $ | 140 | | | $ | (33 | ) | | $ | 107 | | | $ | 0.07 | |

| Gain on sale of assets (i) | $ | 87 | | | $ | (25 | ) | | $ | 62 | | | $ | 0.04 | |

| | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | |

| (f) | In 2017, provisional net tax expense associated with the enactment of the TCJ Act. See Note 5 to our consolidated financial statements. |

| (i) | In 2017, gains associated with the sale of assets in the following segments: $17 million in FLNA, $21 million in NAB, $21 million in AMENA and $28 million in corporate unallocated expenses. In 2014, gain in the ESSA segment associated with the sale of agricultural assets in Russia. |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | 2017 | | | | | | | | | | | | | | | | | | 2016 | | | | | | | | | | | | | | |

| Provisional net tax expense related to the TCJ Act (d) | — | | | | | — | | | | | — | | | | $ | (2,451 | ) | | — | | | | — | | | | — | | | | — | | |

| Gain on sale of Britvic securities (e) | — | | | — | | $ | 95 | | — | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | |

| Gain on sale of assets (g) | — | | | | | — | | | | | $ | 21 | | | $ | 66 | | | — | | | | — | | | | — | | | | — | | |

| Provision for income taxes (l) | $ | 392 | | | | $ | 656 | | | | $ | 620 | | | $ | 3,026 | | | $ | 442 | | | $ | 718 | | | $ | 600 | | | $ | 414 | |

| Basic | $ | 0.92 | | | | $ | 1.47 | | | | $ | 1.50 | | | $ | (0.50 | ) | | $ | 0.64 | | | $ | 1.39 | | | $ | 1.38 | | | $ | 0.98 | |

| Diluted | $ | 0.91 | | | | $ | 1.46 | | | | $ | 1.49 | | | $ | (0.50 | ) | | $ | 0.64 | | | $ | 1.38 | | | $ | 1.37 | | | $ | 0.97 | |

| High | $ | 112.38 | | | | $ | 118.12 | | | | $ | 119.39 | | | $ | 120.57 | | | $ | 102.12 | | | $ | 106.94 | | | $ | 110.94 | | | $ | 109.71 | |

| Low | $ | 101.06 | | | | $ | 111.34 | | | | $ | 112.25 | | | $ | 106.19 | | | $ | 93.25 | | | $ | 100.00 | | | $ | 101.30 | | | $ | 98.50 | |

| (d) | In 2017, provisional net tax expense associated with the enactment of the TCJ Act. See Note 5 to our consolidated financial statements. |

| (e) | In 2017, gain in the ESSA segment associated with the sale of our minority stake in Britvic. See Note 9 to our consolidated financial statements. |

| (g) | In 2017, gains associated with the sale of assets in the following segments: $17 million in FLNA, $21 million in NAB, $21 million in AMENA and $28 million in corporate unallocated expenses. |

| | |

| --- | --- |

| (l) | Includes the provisional impact of the TCJ Act enacted in the fourth quarter of 2017. See Note 5 to our consolidated financial statements for additional information. |

| | |

| --- | --- |

| | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | | | |

| Total assets | $ | 74,129 | | | $ | 69,667 | | | $ | 70,509 | | | $ | 77,478 | | | $ | 74,638 | |

| | 2012 | | | | | | | | | | | | | | | | | | |

| Restructuring and other charges related to the transaction with Tingyi (e) | $ | (150 | ) | | $ | — | | | $ | (26 | ) | | $ | (176 | ) | | $ | (0.11 | ) |

| Tax benefit (j) | $ | — | | | $ | — | | | $ | 217 | | | $ | 217 | | | $ | 0.14 | |

| Merger and integration charges (q) | $ | (11 | ) | | $ | (5 | ) | | $ | 4 | | | $ | (12 | ) | | $ | (0.01 | ) |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | 2016 | | | | | | | | | | | | | | | | 2015 | | | | | | | | | | | | | | |

| Pension-related settlement (charge)/benefits (f) | — | | | | — | | | | — | | | | $ | (242 | ) | | — | | | | — | | | | $ | 37 | | | $ | 30 | |

| Other productivity initiatives (h) | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | $ | (44 | ) | | $ | (46 | ) |

| Venezuela impairment charges (i) | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | $ | (1,359 | ) | | — | | |

| Tax benefit (j) | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | $ | 230 | |

| MQD impairment (k) | — | | | | — | | | | — | | | | — | | | | $ | (65 | ) | | — | | | | — | | | | $ | (11 | ) |

| Joint venture impairment charge (m) | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | $ | (29 | ) | | — | | |

| Basic | $ | 0.64 | | | $ | 1.39 | | | $ | 1.38 | | | $ | 0.98 | | | $ | 0.82 | | | $ | 1.34 | | | $ | 0.36 | | | $ | 1.18 | |

| Diluted | $ | 0.64 | | | $ | 1.38 | | | $ | 1.37 | | | $ | 0.97 | | | $ | 0.81 | | | $ | 1.33 | | | $ | 0.36 | | | $ | 1.17 | |

| High | $ | 102.12 | | | $ | 106.94 | | | $ | 110.94 | | | $ | 109.71 | | | $ | 100.76 | | | $ | 98.44 | | | $ | 100.61 | | | $ | 103.44 | |

| Low | $ | 93.25 | | | $ | 100.00 | | | $ | 101.30 | | | $ | 98.50 | | | $ | 92.24 | | | $ | 92.72 | | | $ | 76.48 | | | $ | 90.43 | |

| (c) | Recorded charges related to the 2014 and 2012 Productivity Plans. See Note 3 to our consolidated financial statements. |

| (i) | In 2015, recorded charges in the Latin America segment related to the impairment of investments in our wholly-owned Venezuelan subsidiaries and beverage joint venture. Beginning in the fourth quarter of 2015, our financial results have not included the results of our Venezuelan businesses. See Note 1 to our consolidated financial statements. |

| (j) | In 2015, recognized a non-cash tax benefit associated with our agreement with the IRS resolving substantially all open matters related to the audits for taxable years 2010 through 2011, which reduced our reserve for uncertain tax positions for the tax years 2010 through 2011. |

| (k) | In 2015, recognized impairment charges in the QFNA segment associated with our MQD joint venture investment, including a charge related to ceasing its operations. |

| (m) | In 2015, recorded an impairment charge in the AMENA segment associated with a joint venture in the Middle East. |

Based on that evaluation, our management concluded that our internal control over financial reporting was effective as of December [removed: 31, 2016.][added: 30, 2017.]

There were no changes in our internal control over financial reporting during our fourth fiscal quarter of [removed: 2016] [added: 2017] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

During our fourth fiscal quarter of [removed: 2016,] [added: 2017,] we continued migrating certain of our financial processing systems to an enterprise-wide systems solution.

These systems implementations are part of our ongoing global business transformation initiative, and we plan to continue implementing such systems throughout other parts of our [removed: businesses over the course of the next few years.][added: businesses.]

[removed: We] [added: This transition has not materially affected, and we] do not expect [removed: this transition] [added: it] to materially [removed: affect] [added: affect,] our internal control over financial reporting.

Information about our directors and persons nominated to become directors is contained under the caption “Election of Directors” in our Proxy Statement for our [removed: 2017] [added: 2018] Annual Meeting of Shareholders to be filed with the SEC within 120 days of the fiscal year ended December [removed: 31, 2016 (the] [added: 30,] 2017 [added: (the 2018] Proxy Statement) and is incorporated herein by reference.

Information on beneficial ownership reporting compliance is contained under the caption “Ownership of PepsiCo Common Stock – Section 16(a) Beneficial Ownership Reporting Compliance” in our [removed: 2017] [added: 2018] Proxy Statement and is incorporated herein by reference.

Any amendment to our Global Code of Conduct and any waiver applicable to our executive officers or senior financial officers will be posted on our website within the time period required by the SEC and [removed: New York] [added: applicable rules of The Nasdaq] Stock [removed: Exchange.][added: Market LLC.]

Information about the procedures by which security holders may recommend nominees to our Board of Directors can be found in our [removed: 2017] [added: 2018] Proxy Statement under the caption [removed: “Corporate Governance at PepsiCo] [added: “Board Composition and Refreshment] – Shareholder Recommendations and Nominations of Director Candidates” and is incorporated herein by reference.

Information concerning the composition of the Audit Committee and our Audit Committee financial experts is contained in our [removed: 2017] [added: 2018] Proxy Statement under the caption “Corporate Governance at PepsiCo – Committees of the Board of Directors – Audit Committee” and is incorporated herein by reference.

Information about director and executive officer compensation, Compensation Committee interlocks and the Compensation Committee Report is contained in our [removed: 2017] [added: 2018] Proxy Statement under the captions [removed: “2016] [added: “2017] Director Compensation,” “Executive Compensation,” “Corporate Governance at PepsiCo – Committees of the Board of Directors – Compensation Committee – Compensation Committee Interlocks and Insider Participation” and “Executive Compensation – Compensation Committee Report” and is incorporated herein by reference.

Information with respect to securities authorized for issuance under equity compensation plans can be found under the caption “Executive Compensation – Securities Authorized for Issuance Under Equity Compensation Plans” in our [removed: 2017] [added: 2018] Proxy Statement and is incorporated herein by reference.

Information on the number of shares of PepsiCo Common Stock beneficially owned by each director and named executive officer, by all directors and executive officers as a group and on each beneficial owner of more than 5% of PepsiCo Common Stock is contained under the caption “Ownership of PepsiCo Common Stock” in our [removed: 2017] [added: 2018] Proxy Statement and is incorporated herein by reference.

Information with respect to certain relationships and related transactions and director independence is contained under the captions “Corporate Governance at PepsiCo – Related Person Transactions” and “Corporate Governance at PepsiCo – Director Independence” in our [removed: 2017] [added: 2018] Proxy Statement and is incorporated herein by reference.

Information on our Audit Committee’s pre-approval policy and procedures for audit and other services and information on our principal accountant fees and services is contained in our [removed: 2017] [added: 2018] Proxy Statement under the caption “Ratification of Appointment of Independent Registered Public Accounting Firm – Audit and Other Fees” and is incorporated herein by reference.

| | Consolidated Statement of Income – Fiscal years ended December [added: 30, 2017, December] 31, [removed: 2016,] [added: 2016 and] December 26, 2015 [removed: and December 27, 2014] |

| | Consolidated Statement of Comprehensive Income – Fiscal years ended December [added: 30, 2017, December] 31, [removed: 2016,] [added: 2016 and] December 26, 2015 [removed: and December 27, 2014] |

| | Consolidated Statement of Cash Flows – Fiscal years ended December [added: 30, 2017, December] 31, [removed: 2016,] [added: 2016 and] December 26, 2015 [removed: and December 27, 2014] |

| | Consolidated Balance Sheet – December [removed: 31, 2016] [added: 30, 2017] and December [removed: 26, 2015] [added: 31, 2016] |

| | Consolidated Statement of Equity – Fiscal years ended December [added: 30, 2017, December] 31, [removed: 2016,] [added: 2016 and] December 26, 2015 [removed: and December 27, 2014] |

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, PepsiCo has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: February 15, 2017

| | | |

| --- | --- | --- |

| | | |

| | | |

| | PepsiCo, Inc. | |

| | | |

| | By: | /s/ Indra K. Nooyi |

| | | Indra K. Nooyi |

| | | Chairman of the Board of Directors and Chief Executive Officer |

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of PepsiCo and in the capacities and on the date indicated.

| | | |

| --- | --- | --- |

| | | |

| | | |

| SIGNATURE | TITLE | DATE |

| /s/ Indra K. Nooyi | Chairman of the Board of Directors and | February 15, 2017 |

| Indra K. Nooyi | Chief Executive Officer | |

| /s/ Hugh F. Johnston | Vice Chairman, Executive Vice President | February 15, 2017 |

| Hugh F. Johnston | and Chief Financial Officer | |

| /s/ Marie T. Gallagher | Senior Vice President and Controller | February 15, 2017 |

| Marie T. Gallagher | (Principal Accounting Officer) | |

| /s/ Shona L. Brown | Director | February 15, 2017 |

| Shona L. Brown | | |

| /s/ George W. Buckley | Director | February 15, 2017 |

| George W. Buckley | | |

| /s/ Cesar Conde | Director | February 15, 2017 |

| Cesar Conde | | |

| /s/ Ian M. Cook | Director | February 15, 2017 |

| Ian M. Cook | | |

| /s/ Dina Dublon | Director | February 15, 2017 |

| Dina Dublon | | |

| /s/ Rona A. Fairhead | Director | February 15, 2017 |

| Rona A. Fairhead | | |

| /s/ Richard W. Fisher | Director | February 15, 2017 |

| Richard W. Fisher | | |

| /s/ William R. Johnson | Director | February 15, 2017 |

| William R. Johnson | | |

| 3.1 | [removed: Articles] [added: [Articles] of Incorporation of PepsiCo, Inc., as amended and restated, effective as of May 9, 2011, 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 9, [removed: 2011.] [added: 2011.](http://www.sec.gov/Archives/edgar/data/77476/000095012311047532/y91180exv3w1.htm)] |

| 3.2 | [removed: By-laws] [added: [By-laws] of PepsiCo, Inc., as amended and restated, effective as of January 11, 2016, 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 January 11, [removed: 2016.] [added: 2016.](http://www.sec.gov/Archives/edgar/data/77476/000110465916089161/a16-1365_1ex3d2.htm)] |

| 4.2 | [removed: Indenture] [added: [Indenture] dated May 21, 2007 between PepsiCo, Inc. and The Bank of New York Mellon (formerly known as The Bank of New York), as Trustee, which is incorporated herein by reference to Exhibit 4.3 to PepsiCo, Inc.’s Registration Statement on Form S-3ASR (Registration No. 333-154314) filed with the Securities and Exchange Commission on October 15, [removed: 2008.] [added: 2008.](http://www.sec.gov/Archives/edgar/data/77476/000095012308012878/y71809exv4w3.htm)] |

| 4.3 | [removed: Form] [added: [Form] of 5.00% Senior Note due 2018, which is incorporated herein by reference to Exhibit 4.2 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 21, [removed: 2008.] [added: 2008.](http://www.sec.gov/Archives/edgar/data/77476/000119312508120137/dex42.htm)] |

| 4.4 | [removed: Form] [added: [Form] of 7.90% Senior Note due 2018, which is incorporated herein by reference to Exhibit 4.1 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 24, [removed: 2008.] [added: 2008.](http://www.sec.gov/Archives/edgar/data/77476/000095012308013363/y71867exv4w1.htm)] |

| 4.5 | [removed: Form] [added: [Form] of 4.50% Senior Note due 2020, which is incorporated herein by reference to Exhibit 4.3 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 13, [removed: 2010.] [added: 2010.](http://www.sec.gov/Archives/edgar/data/77476/000095012310002313/y81499exv4w3.htm)] |

| 4.6 | [removed: Form] [added: [Form] of 5.50% Senior Note due 2040, which is incorporated herein by reference to Exhibit 4.4 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 13, [removed: 2010.] [added: 2010.](http://www.sec.gov/Archives/edgar/data/77476/000095012310002313/y81499exv4w4.htm)] |

| 4.7 | [removed: Form] [added: [Form] of 3.125% Senior Note due 2020, which is incorporated herein by reference to Exhibit 4.2 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 25, [removed: 2010.] [added: 2010.](http://www.sec.gov/Archives/edgar/data/77476/000095012310095596/y87267exv4w2.htm)] |

| 4.8 | [removed: Form] [added: [Form] of 4.875% Senior Note due 2040, which is incorporated herein by reference to Exhibit 4.3 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 25, [removed: 2010.] [added: 2010.](http://www.sec.gov/Archives/edgar/data/77476/000095012310095596/y87267exv4w3.htm)] |

| 4.9 | [removed: Form] [added: [Form] of 0.950% Senior Notes due 2017, which is incorporated herein by reference to Exhibit 4.1 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 28, [removed: 2014.] [added: 2014.](http://www.sec.gov/Archives/edgar/data/77476/000110465914014923/a14-6261_3ex4d1.htm)] |

| 4.10 | [removed: Form] [added: [Form] of 3.600% Senior Notes due 2024, which is incorporated herein by reference to Exhibit 4.2 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 28, [removed: 2014.] [added: 2014.](http://www.sec.gov/Archives/edgar/data/77476/000110465914014923/a14-6261_3ex4d2.htm)] |

| 4.11 | [removed: Form] [added: [Form] of 1.750% Senior Notes due 2021, which is incorporated herein by reference to Exhibit 4.1 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 28, [removed: 2014.] [added: 2014.](http://www.sec.gov/Archives/edgar/data/77476/000110465914031301/a14-11218_1ex4d1.htm)] |

| 4.12 | [removed: Form] [added: [Form] of 2.625% Senior Notes due 2026, which is incorporated herein by reference to Exhibit 4.2 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 28, [removed: 2014.] [added: 2014.](http://www.sec.gov/Archives/edgar/data/77476/000110465914031301/a14-11218_1ex4d2.htm)] |

| 4.13 | [removed: Form] [added: [Form] of 4.250% Senior Notes due 2044, which is incorporated herein by reference to Exhibit 4.1 of PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 22, [removed: 2014.] [added: 2014.](http://www.sec.gov/Archives/edgar/data/77476/000110465914073055/a14-21385_4ex4d1.htm)] |

| 4.14 | [removed: Form] [added: [Form] of Floating Rate Notes due 2018, which is incorporated herein by reference to Exhibit 4.1 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 30, [removed: 2015.] [added: 2015.](http://www.sec.gov/Archives/edgar/data/77476/000110465915032611/a15-10046_1ex4d1.htm)] |

| 4.15 | [removed: Form] [added: [Form] of 1.250% Senior Notes due 2018, which is incorporated herein by reference to Exhibit 4.2 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 30, [removed: 2015.] [added: 2015.](http://www.sec.gov/Archives/edgar/data/77476/000110465915032611/a15-10046_1ex4d2.htm)] |

| 4.16 | [removed: Form] [added: [Form] of 1.850% Senior Notes due 2020, which is incorporated herein by reference to Exhibit 4.3 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 30, [removed: 2015.] [added: 2015.](http://www.sec.gov/Archives/edgar/data/77476/000110465915032611/a15-10046_1ex4d3.htm)] |

| 4.17 | [removed: Form] [added: [Form] of 2.750% Senior Notes due 2025, which is incorporated herein by reference to Exhibit 4.4 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 30, [removed: 2015.] [added: 2015.](http://www.sec.gov/Archives/edgar/data/77476/000110465915032611/a15-10046_1ex4d4.htm)] |

| 4.18 | [removed: Form] [added: [Form] of Floating Rate Notes due 2017, which is incorporated herein by reference to Exhibit 4.1 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 17, [removed: 2015.] [added: 2015.](http://www.sec.gov/Archives/edgar/data/77476/000110465915051710/a15-15727_1ex4d1.htm)] |

| 4.19 | [removed: Form] [added: [Form] of 1.125% Senior Notes due 2017, which is incorporated herein by reference to Exhibit 4.2 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 17, [removed: 2015.] [added: 2015.](http://www.sec.gov/Archives/edgar/data/77476/000110465915051710/a15-15727_1ex4d2.htm)] |

| 4.20 | [removed: Form] [added: [Form] of 3.100% Senior Notes due 2022, which is incorporated herein by reference to Exhibit 4.3 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 17, [removed: 2015.] [added: 2015.](http://www.sec.gov/Archives/edgar/data/77476/000110465915051710/a15-15727_1ex4d3.htm)] |

| 4.21 | [removed: Form] [added: [Form] of 3.500% Senior Notes due 2025, which is incorporated herein by reference to Exhibit 4.4 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 17, [removed: 2015.] [added: 2015.](http://www.sec.gov/Archives/edgar/data/77476/000110465915051710/a15-15727_1ex4d4.htm)] |

| 4.22 | [removed: Form] [added: [Form] of 4.600% Senior Notes due 2045, which is incorporated herein by reference to Exhibit 4.5 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 17, [removed: 2015.] [added: 2015.](http://www.sec.gov/Archives/edgar/data/77476/000110465915051710/a15-15727_1ex4d5.htm)] |

| 4.23 | [removed: Form] [added: [Form] of Floating Rate Notes due 2017, which is incorporated herein by reference to Exhibit 4.1 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 14, [removed: 2015.] [added: 2015.](http://www.sec.gov/Archives/edgar/data/77476/000110465915070645/a15-20899_1ex4d1.htm)] |

| 4.24 | [removed: Form] [added: [Form] of 1.000% Senior Notes due 2017, which is incorporated herein by reference to Exhibit 4.2 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 14, [removed: 2015.] [added: 2015.](http://www.sec.gov/Archives/edgar/data/77476/000110465915070645/a15-20899_1ex4d2.htm)] |

| 4.25 | [removed: Form] [added: [Form] of 2.150% Senior Notes due 2020, which is incorporated herein by reference to Exhibit 4.3 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 14, [removed: 2015.] [added: 2015.](http://www.sec.gov/Archives/edgar/data/77476/000110465915070645/a15-20899_1ex4d3.htm)] |

| 4.26 | [removed: Form] [added: [Form] of 4.450% Senior Notes due 2046, which is incorporated herein by reference to Exhibit 4.4 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 14, [removed: 2015.] [added: 2015.](http://www.sec.gov/Archives/edgar/data/77476/000110465915070645/a15-20899_1ex4d4.htm)] |

| 4.27 | [removed: Form] [added: [Form] of Floating Rate Note due 2019, which is incorporated herein by reference to Exhibit 4.1 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 24, [removed: 2016.] [added: 2016.](http://www.sec.gov/Archives/edgar/data/77476/000110465916099579/a16-4973_1ex4d1.htm)] |

| 4.28 | [removed: Form] [added: [Form] of 1.500% Senior Notes due 2019, which is incorporated herein by reference to Exhibit 4.2 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 24, [removed: 2016.] [added: 2016.](http://www.sec.gov/Archives/edgar/data/77476/000110465916099579/a16-4973_1ex4d2.htm)] |

| 4.29 | [removed: Form] [added: [Form] of 2.850% Senior Notes due 2026, which is incorporated herein by reference to Exhibit 4.3 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 24, [removed: 2016.] [added: 2016.](http://www.sec.gov/Archives/edgar/data/77476/000110465916099579/a16-4973_1ex4d3.htm)] |

| 4.30 | [removed: Form] [added: [Form] of 4.450% Senior Notes due 2046, which is incorporated herein by reference to Exhibit 4.4 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 24, [removed: 2016.] [added: 2016.](http://www.sec.gov/Archives/edgar/data/77476/000110465916099579/a16-4973_1ex4d4.htm)] |

| 4.31 | [removed: Form] [added: [Form] of 0.875% Senior Note due 2028, which is incorporated herein by reference to Exhibit 4.1 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 18, [removed: 2016.] [added: 2016.](http://www.sec.gov/Archives/edgar/data/77476/000110465916133022/a16-11909_5ex4d1.htm)] |

| 4.32 | [removed: Form] [added: [Form] of Floating Rate Note due 2019, which is incorporated herein by reference to Exhibit 4.1 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 6, [removed: 2016.] [added: 2016.](http://www.sec.gov/Archives/edgar/data/77476/000110465916149114/a16-18482_5ex4d1.htm)] |

| 4.33 | [removed: Form] [added: [Form] of Floating Rate Note due 2021, which is incorporated herein by reference to Exhibit 4.2 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 6, [removed: 2016.] [added: 2016.](http://www.sec.gov/Archives/edgar/data/77476/000110465916149114/a16-18482_5ex4d2.htm)] |

| 4.34 | [removed: Form] [added: [Form] of 1.350% Senior Notes due 2019, which is incorporated herein by reference to Exhibit 4.3 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 6, [removed: 2016.] [added: 2016.](http://www.sec.gov/Archives/edgar/data/77476/000110465916149114/a16-18482_5ex4d3.htm)] |

| 4.35 | [removed: Form] [added: [Form] of 1.700% Senior Notes due 2021, which is incorporated herein by reference to Exhibit 4.4 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 6, [removed: 2016.] [added: 2016.](http://www.sec.gov/Archives/edgar/data/77476/000110465916149114/a16-18482_5ex4d4.htm)] |

| 4.36 | [removed: Form] [added: [Form] of 2.375% Senior Notes due 2026, which is incorporated herein by reference to Exhibit 4.5 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 6, [removed: 2016.] [added: 2016.](http://www.sec.gov/Archives/edgar/data/77476/000110465916149114/a16-18482_5ex4d5.htm)] |

| 4.37 | [removed: Form] [added: [Form] of 3.450% Senior Notes due 2046, which is incorporated herein by reference to Exhibit 4.6 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 6, [removed: 2016.] [added: 2016.](http://www.sec.gov/Archives/edgar/data/77476/000110465916149114/a16-18482_5ex4d6.htm)] |

| [removed: 4.38] [added: 4.47] | [removed: Board] [added: [Board] of Directors Resolutions Authorizing PepsiCo, Inc.’s Officers to Establish the Terms of the 4.50% Senior Note due 2020, 5.50% Senior Note due 2040, 3.125% Senior Note due 2020 and 4.875% Senior Note due 2040, which are incorporated herein by reference to Exhibit 4.1 to PepsiCo, Inc.’s Quarterly Report on Form 10-Q for the 24 weeks ended June 12, [removed: 2010.] [added: 2010.](http://www.sec.gov/Archives/edgar/data/77476/000119312510161855/dex41.htm)] |

| [removed: 4.39] [added: 4.48] | [removed: Form] [added: [Form] of 2.500% Senior Note due 2016, which is incorporated herein by reference to Exhibit 4.2 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 6, [removed: 2011.] [added: 2011.](http://www.sec.gov/Archives/edgar/data/77476/000095012311046737/y91154exv4w2.htm)] |

| 4.38 | [Form of Floating Rate Notes due 2019, which is incorporated herein by reference to Exhibit 4.1 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 2, 2017.](http://www.sec.gov/Archives/edgar/data/77476/000110465917028885/a17-9812_5ex4d1.htm) |

| 4.39 | [Form of Floating Rate Notes due 2022, which is incorporated herein by reference to Exhibit 4.2 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 2, 2017.](http://www.sec.gov/Archives/edgar/data/77476/000110465917028885/a17-9812_5ex4d2.htm) |

| 4.42 | [Form of 4.000% Senior Notes due 2047, which is incorporated herein by reference to Exhibit 4.5 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 2, 2017.](http://www.sec.gov/Archives/edgar/data/77476/000110465917028885/a17-9812_5ex4d5.htm) |

| 4.43 | [Form of 2.150% Senior Notes due 2024, which is incorporated herein by reference to Exhibit 4.1 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 4, 2017.](http://www.sec.gov/Archives/edgar/data/77476/000110465917029883/a17-9812_7ex4d1.htm) |

| 4.44 | [Form of Floating Rate Notes due 2018, which is incorporated herein by reference to Exhibit 4.1 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 10, 2017.](http://www.sec.gov/Archives/edgar/data/77476/000110465917061593/a17-21487_4ex4d1.htm) |

| 4.45 | [Form of 2.000% Senior Notes due 2021, which is incorporated herein by reference to Exhibit 4.2 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 10, 2017.](http://www.sec.gov/Archives/edgar/data/77476/000110465917061593/a17-21487_4ex4d2.htm) |

| 4.46 | [Form of 3.000% Senior Notes due 2027, which is incorporated herein by reference to Exhibit 4.3 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 10, 2017.](http://www.sec.gov/Archives/edgar/data/77476/000110465917061593/a17-21487_4ex4d3.htm) |

| 10.1 | [PepsiCo Executive Income Deferral Program (Plan Document for the Pre-409A Program), amended and restated effective December 20, 2017.*](https://www.sec.gov/Archives/edgar/data/77476/000007747618000012/pepsico201710-kexhibit101.htm) |

| 10.29 | [PBG Executive Income Deferral Program (Plan Document for the Pre-409A Program), as amended and restated effective as of December 20, 2017.*](https://www.sec.gov/Archives/edgar/data/77476/000007747618000012/pepsico201710-kexhibit1029.htm) |

| 10.39 | [PepsiCo Pension Equalization Plan (Plan Document for the Section 409A Program), January 1, 2017 Restatement.*](https://www.sec.gov/Archives/edgar/data/77476/000007747618000012/pepsico201710-kexhibit1039.htm) |

| 10.42 | [Form of Annual Long-Term Incentive Award Agreement, which is incorporated herein by reference to Exhibit 10.49 to PepsiCo, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016.*](http://www.sec.gov/Archives/edgar/data/77476/000007747617000010/pepsico201610-kexhibit1049.htm) |

| 10.45 | [Amendment to Certain PepsiCo Award Agreements.*](https://www.sec.gov/Archives/edgar/data/77476/000007747618000012/pepsico201710-kexhibit1045.htm) |

| 10.46 | [Amendment to the PBG 2004 Long Term Incentive Plan and the PBG Stock Incentive Plan, effective December 20, 2017.*](https://www.sec.gov/Archives/edgar/data/77476/000007747618000012/pepsico201710-kexhibit1046.htm) |

| 10.47 | [PepsiCo, Inc. Long Term Incentive Plan (as amended and restated December 20, 2017).*](https://www.sec.gov/Archives/edgar/data/77476/000007747618000012/pepsico201710-kexhibit1047.htm) |

| 12 | [Computation of Ratio of Earnings to Fixed Charges.](https://www.sec.gov/Archives/edgar/data/77476/000007747618000012/pepsico201710-kexhibit12.htm) |

| 21 | [Subsidiaries of PepsiCo, Inc.](https://www.sec.gov/Archives/edgar/data/77476/000007747618000012/pepsico201710-kexhibit21.htm) |

| 23 | [Consent of KPMG LLP.](https://www.sec.gov/Archives/edgar/data/77476/000007747618000012/pepsico201710-kexhibit23.htm) |

| 24 | [Power of Attorney.](https://www.sec.gov/Archives/edgar/data/77476/000007747618000012/pepsico201710-kexhibit24.htm) |

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, PepsiCo has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: February 13, 2018

| | | |

| --- | --- | --- |

| | | |

| | | |

| | PepsiCo, Inc. | |

| | | |

| | By: | /s/ Indra K. Nooyi |

| | | Indra K. Nooyi |

| | | Chairman of the Board of Directors and Chief Executive Officer |

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of PepsiCo and in the capacities and on the date indicated.

| | | |

| --- | --- | --- |

| | | |

| | | |

| SIGNATURE | TITLE | DATE |

| /s/ Indra K. Nooyi | Chairman of the Board of Directors and | February 13, 2018 |

| Indra K. Nooyi | Chief Executive Officer | |

| /s/ Hugh F. Johnston | Vice Chairman, Executive Vice President | February 13, 2018 |

| Hugh F. Johnston | and Chief Financial Officer | |

| 10.27 | Amendments to PBG 2004 Long Term Incentive Plan, PBG 2002 Long Term Incentive Plan, The Pepsi Bottling Group, Inc. Long Term Incentive Plan, The Pepsi Bottling Group, Inc. 1999 Long Term Incentive Plan, PBG Directors’ Stock Plan and PBG Stock Incentive Plan (effective February 19, 2010), which are incorporated herein by reference to Exhibit 99.8 to PepsiCo, Inc.’s Registration Statement on Form S-8 as filed with the Securities and Exchange Commission on February 26, 2010 (Registration No. 333-165107).* |

| 10.28 | PepsiAmericas, Inc. 2000 Stock Incentive Plan (including Amendments No. 1, No. 2 and No. 3 thereto), which is incorporated herein by reference to Exhibit 99.9 to PepsiCo, Inc.’s Registration Statement on Form S-8 as filed with the Securities and Exchange Commission on February 26, 2010 (Registration No. 333-165107).* |

| 10.29 | Amendment No. 4 to PepsiAmericas, Inc. 2000 Stock Incentive Plan (effective February 18, 2010), which is incorporated herein by reference to Exhibit 99.10 to PepsiCo, Inc.’s Registration Statement on Form S-8 as filed with the Securities and Exchange Commission on February 26, 2010 (Registration No. 333-165107).* |

| 10.33 | Amendment to the PepsiCo Executive Income Deferral Program Document for the 409A Program, adopted June 28, 2010, which is incorporated herein by reference to Exhibit 10.1 to PepsiCo, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended September 4, 2010.* |

| 10.40 | The PepsiCo International Retirement Plan Defined Benefit Program, as amended and restated effective as of January 1, 2016.* |

| 10.41 | The PepsiCo International Retirement Plan Defined Contribution Program, as amended and restated effective as of January 1, 2016.* |

| 10.46 | PepsiCo Pension Equalization Plan (Plan Document for the Section 409A Program), April 1, 2016 Restatement, with amendments through December 12, 2016.* |

| 10.47 | PepsiCo Automatic Retirement Contribution Equalization Plan, as amended and restated effective as of April 1, 2016, with amendments through December 12, 2016.* |

| 10.49 | Form of Annual Long-Term Incentive Award Agreement.* |

| 12 | Computation of Ratio of Earnings to Fixed Charges. |

| 21 | Subsidiaries of PepsiCo, Inc. |

| 23 | Consent of KPMG LLP. |

| 24 | Power of Attorney. |