PepsiCo (PEP) 10-K risk factor changes: FY2020 vs FY2019

[removed: These] [added: The following] risks, some of which have occurred and any of which may occur in the future, can have a material adverse effect on our [removed: business, financial condition, results of operations] [added: business] or [added: financial performance, which in turn can affect] the price of our publicly traded securities.

[removed: The risks described below] [added: These] are not the only risks we face.

[removed: As a result, packaging] [added: Packaging] waste that displays one or more of our brands has in the past [added: resulted in] and could continue to result in negative publicity [removed: (whether] or [removed: not valid) or reduce] [added: reduced] consumer demand [removed: and overall consumption of] [added: for] our products, [removed: resulting in adverse effects on] [added: adversely affecting] our [removed: business,] financial [removed: condition or results of operations.][added: performance.]

[removed: In response to these concerns, the United States and many other] [added: Many] jurisdictions [added: in which our products are sold] have imposed or are considering imposing regulations or policies [removed: designed] [added: intended] to [removed: increase] [added: encourage] the [removed: sustainability] [added: use] of [added: sustainable] packaging, [removed: encourage] waste reduction [removed: and increase] [added: or increased] recycling rates or [removed: facilitate the waste management process or] [added: to] restrict the sale of products [removed: in] [added: utilizing] certain packaging.

[removed: Changes in, or failure] [added: Failure] to comply [removed: with,] [added: with] laws and regulations applicable to our [removed: products or our] business [removed: operations] can adversely affect our [removed: business, financial condition or results of operations.][added: business.]

The conduct of our business is subject to [removed: 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] [added: numerous] laws and regulations relating to the production, storage, distribution, sale, display, advertising, marketing, labeling, [removed: content,] [added: content (including whether a product contains genetically engineered ingredients),] quality, safety, transportation, [added: traceability,] packaging, disposal, recycling and use of our products, [removed: as well as our] employment and occupational health and [removed: safety practices] [added: safety, environmental matters (including pesticide use)] and [removed: protection of personal information.][added: data privacy and protection.]

In addition, in many jurisdictions, compliance with competition laws is of special [added: importance to us due to our competitive position, as is compliance with anti-corruption laws.]

[removed: Changes] [added: The imposition of new laws, changes] in [added: laws or] regulatory requirements or changing interpretations thereof, and differing or competing regulations and standards across the markets where our products are made, manufactured, distributed or sold, have in the past and could continue to result in higher compliance costs, capital expenditures and higher production costs, resulting in adverse effects on our [removed: business, reputation, financial condition or results of operations.][added: business.]

[removed: If] [added: In addition, if] one jurisdiction imposes or proposes to impose new [removed: requirements] [added: laws] or [removed: restrictions,] [added: regulations that impact the manufacture, distribution or sale of our products,] other jurisdictions [added: can] often follow.

Failure to comply with such laws or regulations can subject us to criminal or civil enforcement actions, including fines, injunctions, product recalls, penalties, disgorgement of profits or activity restrictions, [removed: any] [added: all] of which can adversely affect our [removed: business, reputation, financial condition or results of operations.][added: business.]

[removed: The imposition or proposed imposition of new or increased taxes] [added: Taxes] aimed at our products can adversely affect our [removed: business, financial condition] [added: business] or [removed: results of operations.][added: financial performance.]

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

Similarly, some measures apply a single tax rate per ounce/liter on beverages containing over a certain [removed: level] [added: amount] of added sugar (or other [removed: sweetener) while others] [added: sweetener), some] apply a graduated tax rate depending upon the amount of added sugar (or other sweetener) in the beverage and [removed: some] [added: others] apply a flat tax rate on beverages containing [removed: a particular substance or ingredient, regardless] [added: any amount] of [removed: the particular substance or ingredient levels.][added: added sugar (or other sweetener).]

[removed: These tax measures, whatever their scope] [added: The imposition] or [removed: form, have] [added: proposed imposition of additional limitations on the marketing or sale of our products has] in the past and could continue to [removed: increase the cost of certain of our products,] reduce [removed: consumer demand and] overall consumption of our products, lead to negative publicity [removed: (whether based on scientific fact] or [removed: not) or] leave consumers with the perception [removed: (whether or not valid)] that our products do not meet their health and wellness needs, resulting in [added: an] adverse [removed: effects] [added: effect] on our [removed: business,] [added: business and] financial [removed: condition or results of operations.][added: performance.]

[removed: Significant additional labeling or warning requirements or limitations] [added: Limitations] on the marketing or sale of our products [removed: could reduce demand for such products and] can adversely affect our [removed: business,] [added: business and] financial [removed: condition or results of operations.][added: performance.]

Certain jurisdictions in which our products are [removed: made, manufactured, distributed or] sold have either imposed, or are considering imposing, [removed: product labeling or warning requirements or] limitations on the marketing or sale of [removed: certain of] our products as a result of ingredients or substances [removed: contained] in [removed: such] [added: our] products.

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

Our [removed: beverage, food and snack] products [removed: are in highly competitive categories and markets and] compete against products of international beverage, food and snack companies that, like us, operate in multiple geographies, as well as regional, local and private label [removed: manufacturers] and economy [removed: brands] [added: brand manufacturers] and other competitors, including smaller companies developing and selling micro brands directly to consumers through e-commerce platforms or through retailers focused on [removed: locally-sourced] [added: locally sourced] products.

Our [removed: 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 [removed: trends, including increased consumer focus on health and wellness and the continued acceleration of e-commerce and other methods of distributing and purchasing products.][added: trends.]

Our future [removed: success and earnings] growth [removed: depend,] [added: depends,] in part, on our ability to continue to reduce costs and improve efficiencies, including implementing shared business service organizational [removed: models while reinvesting back into the business.][added: models.]

We continue to [added: identify and] implement productivity initiatives that we believe will position our business for long-term sustainable growth by allowing us to achieve a lower cost structure, improve decision-making and operate more [removed: efficiently in the highly competitive beverage, food and snack categories and markets.][added: efficiently.]

Some of these measures [removed: have yielded and could continue to yield] [added: result in] unintended consequences, such as business disruptions, distraction of management and employees, reduced [removed: employee] morale and productivity, [removed: and] unexpected [removed: additional] employee attrition, [removed: including the] [added: an] inability to attract or retain key [removed: personnel.][added: personnel and negative publicity.]

Political [added: and social] conditions in the markets in which our products are [removed: made, manufactured, distributed or] sold have been and could continue to be difficult to predict, resulting in adverse effects on our [removed: business, financial condition and results of operations.][added: business.]

The results of elections, referendums or other political conditions (including government shutdowns) in these [removed: markets] [added: markets, including the United Kingdom’s withdrawal from the European Union,] have in the past and could continue to impact how existing laws, regulations and government programs or policies are implemented or [removed: create] [added: result in] uncertainty as to how such laws, [removed: regulations and government] [added: regulations,] programs or policies may change, including with respect to tariffs, sanctions, [added: environmental and] climate change [removed: regulation,] [added: regulations,] taxes, benefit programs, the movement of goods, services and people between countries, relationships between countries, customer or consumer perception of a particular country or its government and other matters, and has resulted in and could continue to result in exchange rate fluctuation, volatility in global stock markets and global economic uncertainty or adversely affect demand for our [removed: products.][added: products, any of which can adversely affect our business.]

Our [removed: business, financial condition or results of operations] [added: business] can be adversely affected if we are unable to grow [removed: our business] in developing and emerging markets.

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

[removed: However, there] [added: There] can be no assurance that our [removed: existing products, variants of our existing] products [removed: or new products that we make, manufacture, distribute or sell] will be accepted or be successful in any particular developing or emerging market, due to [removed: local or global] competition, [removed: product] price, cultural differences, consumer [removed: preferences as to] [added: preferences, method of] distribution or otherwise.

[removed: The following factors can reduce demand for our products or otherwise impede the growth of our business in developing and emerging markets: unstable economic, political or social conditions; acts of war, terrorist acts, and civil unrest; increased competition; volatility in the economic growth of] certain [removed: of these markets and the related impact on developed] countries [removed: who export to these markets; volatile oil prices and the impact on the local economy] in [removed: certain of] these markets; [removed: 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; our inability to hire or retain a highly skilled workforce; imposition of new or increased tariffs and other impositions on imported goods or 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 or tariffs on the products of such corporations operating in these markets; actions, such as removing our products from shelves, taken by retailers in response to U.S. trade sanctions, tariffs or other governmental action or policy;] foreign ownership restrictions; nationalization of our assets or the assets of our [removed: suppliers, bottlers, contract manufacturers, distributors, joint venture partners or other third parties; imposition of taxes on our products or the ingredients or substances used in our products;] [added: business partners;] government-mandated closure, or threatened closure, of our operations or the operations of our [removed: suppliers, bottlers, contract manufacturers, distributors, joint venture partners, customers or other third parties;] [added: business partners;] restrictions on the import or export of our products or ingredients or substances used in our products; [removed: regulations relating to the repatriation of funds currently held in foreign jurisdictions to the United States;] highly inflationary [removed: economies and potential highly inflationary economies,] [added: economies;] devaluation or [removed: fluctuation, such as the devaluation of the Russian ruble, Turkish lira, Brazilian real, Argentine peso and the Mexican peso,] [added: fluctuation] 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 can significantly affect our ability to effectively manage our operations in certain of these markets and can result in the deconsolidation of such [removed: businesses, such as occurred with respect to our Venezuelan businesses which were deconsolidated at the end of the third quarter of 2015;] [added: 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 [removed: these] laws and regulations.

[removed: If] [added: Our business can be adversely affected if] we are unable to expand our [removed: businesses] [added: business] in developing and emerging markets, effectively operate, or manage the risks associated with operating, in these markets, or achieve the return on capital we expect from our investments in these [removed: markets, our business, reputation, financial condition or results of operations can be adversely affected.][added: markets.]

[removed: Our business or financial results have in] [added: Many of] the [removed: past] [added: jurisdictions in which our products are sold have experienced] and could continue to [removed: be adversely impacted by] [added: experience] uncertain or unfavorable economic [removed: conditions in the United States] [added: conditions, such as recessions or economic slowdowns, which have] and [removed: globally, including:] [added: could continue to result in] adverse changes in interest rates, tax laws or tax rates; volatile commodity [removed: markets, including speculative influences;] [added: markets;] highly inflationary economies, devaluation, fluctuation or demonetization; contraction in the availability of [removed: credit in the marketplace due to legislation or economic conditions; the effects of government initiatives, including] [added: credit;] demonetization, austerity or stimulus [removed: measures to manage economic conditions and any changes to or cessation of such initiatives;] [added: measures;] the effects of any default by or deterioration in the creditworthiness of the countries in which our products are [removed: made, manufactured, distributed or sold or of countries that may then impact countries in which our products are made, manufactured, distributed or] sold; [removed: reduced demand for our products resulting from volatility in general global economic conditions] or a [removed: shift in consumer preferences for economic reasons or otherwise to regional, local or private label products or other lower-cost products, or to less profitable sales channels; or a] decrease in the fair value of pension or post-retirement assets that could increase future employee benefit costs and/or funding requirements of our pension or post-retirement plans.

In addition, we cannot predict how current or future economic conditions will affect our [removed: customers, consumers, suppliers, bottlers, contract manufacturers, distributors, joint venture partners or other third parties] [added: business partners, including financial institutions with whom we do business,] and any negative impact on any of the foregoing may also have an adverse impact on our [removed: business, financial condition or results of operations.][added: business.]

[removed: Such cyberattacks] [added: Cyberattacks] and cyber incidents [removed: can] take many forms including cyber extortion, denial of service, social engineering, [removed: such as impersonation and identity takeover attempts to fraudulently induce employees or others to disclose information or unwittingly provide access to systems or data,] introduction of viruses or malware, [removed: such as ransomware,] exploiting vulnerabilities in hardware, software or other infrastructure, hacking, website defacement or theft of passwords and other credentials, unauthorized use of computing resources for digital currency mining and business email [removed: compromises.][added: compromise.]

As with other global companies, we are regularly subject to [removed: cyberattacks,] [added: cyberattacks and other cyber incidents,] including many of the types of attacks [added: and incidents] described above.

[removed: Privacy and data protection] [added: These] laws [added: and regulations] may be interpreted and applied differently from country to country or, within the United States, from state to state, and can create inconsistent or [added: conflicting requirements.]

Our efforts to comply with [removed: privacy] [added: these laws] and [removed: data protection laws,] [added: regulations,] including with respect to data from residents of the European Union who are covered by the General Data Protection [removed: Regulation, which went into effect in May 2018, and] [added: Regulation or] residents of the [removed: State] [added: state] of California [added: who are] covered by the California Consumer Privacy [removed: Act of 2018, which went into effect on January 1, 2020,] [added: Act,] impose significant costs [removed: or] [added: and] challenges that are likely to [added: continue to] increase over time.

Failure to comply with [removed: existing or future data privacy] [added: these] laws and regulations can result in litigation, claims, legal or regulatory proceedings, inquiries or [removed: investigations.][added: investigations or damage to our reputation, all of which can adversely affect our business.]

[removed: We continue to] [added: While we] devote significant resources to network security, [removed: backup and] disaster recovery, [removed: enhancing our internal controls,] [added: employee training] and other security [removed: measures, including training,] [added: measures] to protect our systems and [removed: data.][added: data, there are no assurances that such measures will protect us against all cyber incidents or systems disruptions.]

Similar risks exist with respect to [removed: the] [added: third-party providers, including] cloud-based service [removed: providers and other third-party vendors] [added: providers,] that we rely upon for aspects of our information technology support services and administrative functions, including payroll processing, health and benefit plan administration and certain finance and accounting functions, and [added: the] systems managed, hosted, provided and/or used by [added: such] third parties and their vendors.

The need to coordinate with various third-party [removed: vendors] [added: service providers, including with respect to timely notification and access to personnel and information concerning an incident,] may complicate our efforts to resolve [removed: any] issues that arise.

As a result, we are subject to the risk that the activities associated with our third-party [removed: vendors may] [added: service providers can] adversely affect our business even if the attack or breach does not directly impact our systems or information.

There may be other risks we are not currently aware of or that we currently deem not to be material but may become material in the future.

COVID-19 Risks

The impact of COVID-19 continues to create considerable uncertainty for our business.

Our global operations continue to expose us to risks associated with the COVID-19 pandemic.

Authorities around the world have implemented numerous measures to try to reduce the spread of the virus and such measures have impacted and continue to impact us, our business partners and consumers.

While some of these measures have been lifted or eased in certain jurisdictions, other jurisdictions have seen a resurgence of COVID-19 cases resulting in reinstitution or expansion of such measures.

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We have seen and could continue to see changes in consumer demand as a result of COVID-19, including the inability of consumers to purchase our products due to illness, quarantine or other restrictions, store closures, or financial hardship.

We also continue to see shifts in product and channel preferences, particularly an increase in demand in the e-commerce channel, which has impacted and could continue to impact our sales and profitability.

Reduced demand for our products or changes in consumer purchasing patterns, as well as continued economic uncertainty, can adversely affect our customers’ financial condition, which can result in bankruptcy filings and/or an inability to pay for our products.

In addition, we may also continue to experience business disruptions as a result of COVID-19, resulting from temporary closures of our facilities or facilities of our business partners or the inability of a significant portion of our or our business partners’ workforce to work because of illness, quarantine, or travel or other governmental restrictions.

Any sustained interruption in our or our business partners’ operations, distribution network or supply chain or any significant continuous shortage of raw materials or other supplies, including personal protective equipment or sanitization products, can negatively impact our business.

We have also incurred, and expect to continue to incur, increased employee and operating costs as a result of COVID-19, such as costs related to expanded benefits and frontline incentives, the provision of personal protective equipment and increased sanitation, allowances for credit losses, upfront payment reserves and inventory write-offs, which have negatively impacted and may continue to negatively impact our profitability.

In addition, the increase in certain of our employees working remotely has resulted in increased demand on our information technology infrastructure, which can be subject to failure, disruption or unavailability, and increased vulnerability to cyberattacks and other cyber incidents.

Also, continued economic uncertainty associated with the COVID-19 pandemic has resulted in volatility in the global capital and credit markets which can impair our ability to access these markets on terms commercially acceptable to us, or at all.

The impact of COVID-19 has heightened, or in some cases manifested, certain of the other risks discussed herein.

The extent of the impact of the COVID-19 pandemic on our business remains uncertain and will continue to depend on numerous evolving factors that we are not able to accurately predict and which will vary by jurisdiction and market, including the duration and scope of the pandemic, the development and availability of effective treatments and vaccines, global economic conditions during and after the pandemic, governmental actions that have been taken, or may be taken in the future, in response to the pandemic, and changes in consumer behavior in response to the pandemic, some of which may be more than just temporary.

Business Risks

Reduction in future demand for our products would adversely affect our business.

Demand for our products depends in part on our ability to anticipate and effectively respond to shifts in consumer trends and preferences, including the types of products our consumers want and how they browse for, purchase and consume them.

Consumer preferences continuously evolve due to a variety of factors, including: changes in consumer demographics, consumption patterns and channel preferences (including continued rapid increases in the e-commerce and online-to-offline channels); pricing; product quality; concerns or perceptions regarding packaging and its environmental impact (such as single-use and other plastic packaging); and concerns or perceptions regarding the nutrition profile and health effects of, or location of origin of, ingredients or substances in our products.

Concerns with any of the foregoing could lead consumers to reduce or publicly boycott the purchase or consumption of our products.

Consumer preferences are also influenced by perception of our brand image or the brand images of our products, the success of our advertising and marketing campaigns, our ability to engage with our consumers in the manner they prefer, including through the use of digital media, and the perception of our use, and the use of social media.

These and other factors have reduced in the past and could continue to reduce consumers’ willingness to purchase certain of our products.

Any inability on our part to anticipate

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or react to changes in consumer preferences and trends, or make the right strategic investments to do so, including investments in data analytics to understand consumer trends, can lead to reduced demand for our products, lead to inventory write-offs or erode our competitive and financial position, thereby adversely affecting our business.

In addition, our business operations are subject to disruption by natural disasters or other events beyond our control that could negatively impact product availability and decrease demand for our products if our crisis management plans do not effectively resolve these issues.

Our reputation or brand image has in the past been, and could in the future be, adversely impacted by a variety of factors, including: any failure by us or our business partners to maintain high ethical, social, business and environmental practices, including with respect to human rights, child labor laws and workplace conditions and employee health and safety; any failure to achieve our sustainability goals, including with respect to the nutrition profile of our products, packaging, water use and our impact on the environment; any failure to address health concerns about our products or particular ingredients in our products, including concerns regarding whether certain of our products contribute to obesity; our research and development efforts; any product quality or safety issues, including the recall of any of our products; any failure to comply with laws and regulations; consumer perception of our advertising campaigns, sponsorship arrangements, marketing programs and use of social media; or any failure to effectively respond to negative or inaccurate comments about us on social media or otherwise regarding any of the foregoing.

Failure to maintain adequate oversight over product quality or safety can result in product recalls, litigation, government investigations or inquiries or civil or criminal proceedings, all of which may result in fines, penalties, damages or criminal liability.

Any inability to compete effectively can adversely affect our business.

Our business can be adversely affected if we are unable to effectively promote or develop our existing products or introduce new products, if our competitors spend more aggressively than we do or if we are otherwise unable to effectively respond to pricing pressure or compete effectively, and we may be unable to grow or maintain sales or category share or we may need to increase capital, marketing or other expenditures.

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Failure to attract, develop and maintain a highly skilled and diverse workforce can have an adverse effect on our business.

In addition, failure to attract, retain and develop associates from underrepresented communities can damage our business results and our reputation.

Water scarcity can adversely affect our business.

Changes in the retail landscape or in sales to any key customer can adversely affect our business.

The retail landscape continues to evolve, including rapid growth in e-commerce channels and hard discounters.

In addition, our business can be adversely affected if we are unable to profitably expand our own direct-to-consumer e-commerce capabilities.

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You should carefully consider the risks described below in addition to the other information set forth in this Annual Report on Form 10-K, including the Management’s Discussion and Analysis of Financial Condition and Results of Operations section and the consolidated financial statements and related notes.

Additional risks and uncertainties not currently known to us, or that we currently deem to be immaterial, may occur or become material in the future and adversely affect our business, reputation, financial condition, results of operations or the price of our publicly traded securities.

Therefore, historical operating results, financial and business performance, events and trends are often not a reliable indicator of future operating results, financial and business performance, events or trends.

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

We are a global food and beverage company operating in highly competitive categories and markets.

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

In general, changes in consumption in our product categories or consumer demographics can result in reduced demand for our 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 added sugars, sodium and saturated fat); convenience (including responding to changes in in-home and on-the-go consumption patterns and methods of distribution of our products to customers and consumers, including through e-commerce and hard discounters); or the location of origin or source of ingredients and products (including the environmental impact related to production and packaging of our products).

Consumer preferences continuously evolve, due to a variety of factors, including: changes in consumer demographics, including the aging of the general population and the emergence of the millennial and younger generations who have differing spending, consumption and purchasing habits; consumer concerns or perceptions regarding the nutrition profile of products, including the presence of added sugar, sodium and saturated fat in certain of our products; growing demand for organic, locally or sustainably 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, 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, including single-use and other plastic packaging, and their environmental 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; 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 our employees, agents, customers, suppliers, bottlers, contract manufacturers, distributors, joint venture partners or other third parties or our respective social media posts, business practices or other information disseminated by or regarding them or us; product boycotts; or a downturn in economic conditions.

These factors have in the past and could in the future reduce consumers’ willingness to purchase certain of our products and any inability on our part to anticipate or react to such changes can lead to reduced demand for our products or erode our competitive and financial position, resulting in adverse effects on our business, reputation, financial condition or results of operations.

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 (through acquisitions and innovation, such as increasing non-carbonated beverage offerings and other alternatives to, or reformulations of, carbonated beverage offerings); 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 and packaging materials (including to respond to applicable regulations); develop sweetener alternatives and innovation; increase the recyclability or recoverability of our packaging; create more relevant and personalized experiences for consumers whether in a digital environment or through digital devices in an otherwise physical environment; improve the production and distribution of our products; enhance our data analytics capabilities to develop new commercial insights; respond to competitive product and pricing pressures and changes in distribution channels, including in the e-commerce channel; maintain our labeling certifications (e.g., non-GMO) from independent organizations and regulatory authorities for certain of our products; 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, launch, maintain or distribute successful new products or variants of existing products in a timely manner (including correctly anticipating or effectively reacting to changes in consumer preferences) or to develop and effectively execute advertising and marketing campaigns that appeal to customers and consumers, including through the use of digital technology.

Our failure to make the right strategic investments to drive innovation or successfully launch new products or variants of existing products or effectively market or distribute our products can reduce demand for our products, result in inventory write-offs and erode our competitive and financial position and can adversely affect our business, financial condition or results of operations.

Changes in laws and regulations relating to the use or disposal of plastics or other product packaging can increase our costs, reduce demand for our products or otherwise have an adverse impact on our business, reputation, financial condition or results of operations.

Certain of our food and beverage products are sold in plastic or other packaging designed to be recoverable for recycling but not all packaging is recovered, whether due to lack of infrastructure or otherwise.

In addition, certain of our packaging is not currently recyclable, compostable or biodegradable.

There is a growing concern with the accumulation of plastic, including microplastics, and other packaging waste in the environment, particularly in the world’s oceans and waterways.

These regulations vary in scope and form from taxes or fees designed to incentivize behavior to restrictions or bans on certain products and materials.

For example, 24 countries in the European Union (EU) have established extended producer responsibility (EPR) policies, which make manufacturers such as us responsible for the costs of recycling beverage and food packaging after consumers have used them.

EPR policies are also being contemplated in other jurisdictions around the world, including certain states in the United States.

In addition, 10 states in the United States as well as a growing number of European countries have a bottle deposit return system in effect, which requires a deposit charged to consumers to incentivize the return of the beverage container.

Further, certain jurisdictions have imposed or are considering imposing other types of regulations or policies, including packaging taxes, requirements for bottle caps to be tethered to the plastic bottle, minimum recycled content mandates, which would require packaging to include a certain percentage of post-consumer recycled material in a new package, and even bans on the use of some plastic beverage bottles and other single-use plastics.

These laws and regulations, whatever their scope or form, have in the past and could continue to increase the cost of our products, reduce consumer demand and overall consumption of our products or result in negative publicity (whether or not valid), resulting in adverse effects on our business, financial condition or results of operations.

While we continue to devote significant resources to increase the recyclability and sustainability of our packaging, the increased focus on reducing plastic waste has required and could continue to require us to increase capital expenditures, including requiring additional investments to minimize the amount of plastic across our packaging, including to increase the use of alternative packaging materials (e.g., glass and aluminum) in certain markets; increase the amount of recycled content in our packaging; and develop sustainable, bio-based packaging as a replacement for fossil fuel-based plastic packaging, including flexible film alternatives for our snacks packaging.

Our failure to minimize our plastics use, increase the amount of recycled content in our packaging or develop sustainable packaging or consumers’ failure to accept such sustainable packaging has in the past and could continue to reduce consumer demand and overall consumption of our products and erode our competitive and financial position.

Further, our reputation can be damaged for failure to achieve our sustainability goals with respect to our plastics use, including our goal to reduce 35% of virgin plastic content across our beverage portfolio by 2025, or if we or others in our industry do not act, or are perceived not to act, responsibly with respect to packaging or disposal of our products.

importance to us due to our competitive position in those jurisdictions, as is compliance with anti-corruption laws.

Many of these laws and regulations have differing or conflicting legal standards across the various markets where our products are made, manufactured, distributed or sold and, in certain markets, such as developing and emerging markets, may be less developed or certain.

For example, products containing genetically engineered ingredients are subject to differing regulations and restrictions in the jurisdictions in which our products are made, manufactured, distributed or sold, as is the packaging, disposal and recyclability of our products.

For example, the EU has mandated tethered caps for all beverage bottles by 2024 and minimum recycled content of 25% for PET bottles by 2025 and 30% for all plastic bottles by 2030 and laws mandating various minimum recycled content thresholds for PET bottles are also in place in Turkey, Bolivia, Ecuador and Peru, while the use of recycled content in food and beverage packaging is prohibited in a range of countries, for example, in Asia.

In addition, these laws and regulations and related interpretations have changed and could continue to change, sometimes dramatically and unexpectedly, as a result of a variety of factors, including political, economic or social events.

Such changes have included and could continue to include changes in: food and drug laws; laws related to product labeling, advertising and marketing practices, including restrictions on the audience to whom products are marketed; 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 aimed at reducing, restricting or eliminating ingredients or substances in, or attributes of, certain of our products; laws related to pesticide used by farmers in our supply chain or residual amounts of pesticide that may be found in certain of our ingredients or products; laws related to traceability requirements for our supply chain; 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 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; 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, distribution 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.

The imposition of new laws, regulations or governmental policy and their related interpretations, or changes in any of the foregoing, including taxes, labeling, product, production, recovery or recycling 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, commodities used in the production of our products or use, disposal, recovery or recyclability of our products and their packaging, may further alter the way in which we do business and, therefore, may continue to increase our costs or liabilities or reduce demand for our products, resulting in adverse effects on 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, distribution or sale of our products.

The foregoing has in the past and could continue to result

in decreased demand for certain of 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 (whether or not scientifically valid) have been and continue to be underway by third parties purporting to assess the health implications of consumption of certain ingredients or substances present in certain of our products or packaging materials, such as 4-MeI, acrylamide, caffeine, pesticides (e.g., glyphosate), furfuryl alcohol, added sugars, sodium, saturated fat and plastic.

Third parties have also published documents or studies claiming (whether or not valid) that taxes can address consumer consumption of sugar-sweetened beverages and foods high in sugar, sodium or saturated fat.

The results of these studies and documents have contributed to or resulted in and could continue to contribute to or result in an increase in consumer concerns (whether or not valid) about the health implications of consumption of certain of our products, an increase in the number of jurisdictions that impose taxes on our products, or an increase in new labeling, product or production requirements or other restrictions on the manufacturing, sale or display of our products, resulting in reduced demand for our products, our Company being subject to lawsuits or new regulations that can adversely affect sales of our products, and other adverse effects on our business, financial condition or results of operations.

| OUR BUSINESS | | [added: | | | |]

| Executive Overview | [removed: [42](#sD0F03C695CC45B82BBDBD51B7EE00275)] | [added: | [29](#i5cbfd9b3e6124297bb72c94e2d5e11b6_85) | | |]

| Our Operations | [removed: [42](#s1ECF36E1CBC75375AE1D26F160D081DA)] | [added: | [30](#i5cbfd9b3e6124297bb72c94e2d5e11b6_88) | | |]

| Other Relationships | [removed: [43](#sBBC3A537D6B85A4EB74BA78735316374)] | [added: | [30](#i5cbfd9b3e6124297bb72c94e2d5e11b6_91) | | |]

| Our Business Risks | [removed: [43](#sDD6B19A79ECF5C888ED343DDB97C005A)] | [added: | [30](#i5cbfd9b3e6124297bb72c94e2d5e11b6_94) | | |]

| OUR FINANCIAL RESULTS | | [added: | | | |]

| Results of Operations – Consolidated Review | [removed: [47](#s504FC5A6C3E6554B85E5D890ED5008A4)] | [added: | [35](#i5cbfd9b3e6124297bb72c94e2d5e11b6_97) | | |]

| Results of Operations – Division Review | [removed: [48](#s28C358F9ED125B208645D87C3029E80E)] | [added: | [37](#i5cbfd9b3e6124297bb72c94e2d5e11b6_100) | | |]

| FLNA | [removed: [51](#sED54E47B7D9258D8B7D9DF6B47AEAE5D)] | [added: | 7 | | % | | | | — | | | | | | (1) | | | | | | | | | | | | 6 | | % | | | | 3 | | | | | | 3 | | |]

| QFNA | [removed: [52](#s2EAC368B6F7F576683762DDE98008BB4)] | [added: | 10 | | % | | | | — | | | | | | — | | | | | | | | | | | | 11 | | % | | | | 10 | | | | | | — | | |]

| PBNA | [removed: [52](#sC867A1C79BEC5883BC54D85850C974B3)] | [added: | 4 | | % | | | | — | | | | | | (2) | | | | | | | | | | | | 2 | | % | | | | (1) | | | | | | 3 | | |]

| LatAm | [removed: [53](#sEB97511573E55594985F020C2AE8869C)] | [added: | (8) | | % | | | | 11 | | | | | | — | | | | | | | | | | | | 3 | | % | | | | — | | | | | | 3 | | |]

| Europe | [removed: [53](#s531EBC3742DF5DFC8F32F3D7940A69AE)] | [added: | 2 | | % | | | | 4 | | | | | | — | | | | | | | | | | | | 6 | | % | | | | 6 | | | | | | — | | |]

| AMESA | [removed: [54](#sEB37C1F90D8E5258BF237F624F88D5D6)] | [added: | 25 | | % | | | | 1 | | | | | | (25) | | | | | | | | | | | | 1 | | % | | | | 1 | | | | | | — | | |]

| APAC | [removed: [55](#s499d54ab9d6846ce9e53464757b3bde7)] | [added: | 18 | | % | | | | — | | | | | | (10) | | | | | | | | | | | | 8 | | % | | | | 5 | | | | | | 3 | | |]

| Results of Operations – Other Consolidated Results | [removed: [56](#sF04A14114F535A518AC1ACE7DC08AC56)] | [added: | [42](#i5cbfd9b3e6124297bb72c94e2d5e11b6_130) | | |]

| Non-GAAP Measures | [removed: [57](#sE23E2492ACF456679FAF8340BE36161B)] | [added: | [42](#i5cbfd9b3e6124297bb72c94e2d5e11b6_133) | | |]

| [removed: Items] [added: | | | | | | | | | Items] Affecting [removed: Comparability] [added: Comparability(a)] | [removed: [59](#sCE06E5ABFFF25317B810942C68AC8B58)] | [added: | | | | | | | | | | | | | | | | | | |]

| Our Liquidity and Capital Resources | [removed: [63](#sB887465D19DD523AA59B4B70A376D1E5)] | [added: | [47](#i5cbfd9b3e6124297bb72c94e2d5e11b6_160) | | |]

| Return on Invested Capital | [removed: [66](#s526813D8CE425A1FB4096357883DFCA7)] | [added: | [51](#i5cbfd9b3e6124297bb72c94e2d5e11b6_166) | | |]

| OUR CRITICAL ACCOUNTING POLICIES | | [added: | | | |]

[removed: | Revenue Recognition | [67](#sE0EF1A39E2A15CB3B757C5DD984DFE82) |][added: - revenue recognition;]

[removed: | Goodwill] [added: - goodwill] and [removed: Other Intangible Assets | [68](#s282CD0BEB62452A3B74A5FA16AD6F801) |][added: other intangible assets;]

[removed: | Income Tax Expense] [added: - income tax expense] and [removed: Accruals | [69](#s168C41266A925A73A00E1F6BC396929F) |][added: accruals; and]

| Pension and Retiree Medical Plans | [removed: [70](#sB1D2B0D79FC655969CA9CB643F772BA0)] | [added: | [55](#i5cbfd9b3e6124297bb72c94e2d5e11b6_181) | | |]

| Consolidated Statement of Income | [removed: [73](#sBEA17DE09C6E5AE18E811A9C5F63D19D)] | [added: | [58](#i5cbfd9b3e6124297bb72c94e2d5e11b6_187) | | |]

| Consolidated Statement of Comprehensive Income | [removed: [74](#sEBA28DC70DB95682BDDE0B58DB13BE1A)] | [added: | [59](#i5cbfd9b3e6124297bb72c94e2d5e11b6_190) | | |]

[removed: |] Consolidated Statement of Cash [removed: Flows | [75](#s342210377FE452F4B06D047C30DE820D) |][added: Flows (continued)]

| Consolidated Balance Sheet | [removed: [76](#s47A56AD2443856B3ACFF15A736040DF6)] | [added: | [62](#i5cbfd9b3e6124297bb72c94e2d5e11b6_196) | | |]

| Consolidated Statement of Equity | [removed: [77](#s5A19E19DD14A5CA8810E8EB7207D4139)] | [added: | [63](#i5cbfd9b3e6124297bb72c94e2d5e11b6_202) | | |]

| Notes to Consolidated Financial Statements | | [added: | | | |]

| Note 1 – Basis of Presentation and Our Divisions | [removed: [78](#s00A9B018351D55D4B787CB69F28D3396)] | [added: | [64](#i5cbfd9b3e6124297bb72c94e2d5e11b6_208) | | |]

| Note 2 – Our Significant Accounting Policies | [removed: [82](#sC722A07B95735560BB6003BC4B56D38C)] | [added: | [68](#i5cbfd9b3e6124297bb72c94e2d5e11b6_214) | | |]

| Note 3 – Restructuring and Impairment Charges | [removed: [86](#sD26E37C6325A5819B87395CE07D42C20)] | [added: | [72](#i5cbfd9b3e6124297bb72c94e2d5e11b6_223) | | |]

[removed: | Note 4 – Property,] [added: - *Property,] Plant and [removed: Equipment and Intangible Assets | [90](#s374A292C15C75B5C91681CAD97AB53D4) |][added: Equipment* – Note 15.]

[removed: | Note 5] [added: - *Income Taxes*] – [removed: Income Taxes | [93](#sD5EFEA4FD5FF52E4B556063E964B2783) |][added: Note 5.]

[removed: | Note 6 – Share-Based] [added: *•Share-Based] Compensation [removed: | [97](#s19407C6B1C7351B8A2D8B2FBFA287FCB) |][added: –* Note 6.]

[removed: | Note 7 – Pension,] [added: *•Pension,] Retiree Medical and Savings [removed: Plans | [100](#sA5E1E5862690513D86F312252E403AB7) |][added: Plans* – Note 7.]

| Note 8 – Debt Obligations | [removed: [107](#sE10735D6C7745228A018F28E1DC4F5E2)] | [added: | [92](#i5cbfd9b3e6124297bb72c94e2d5e11b6_247) | | |]

[removed: | Note 9] [added: - *Financial Instruments*] – [removed: Financial Instruments | [109](#sDC8E4E836BD05B50B39CB839B7B03B68) |][added: Note 9.]

| FLNA | | | [39](#i5cbfd9b3e6124297bb72c94e2d5e11b6_109) | | |

| QFNA | | | [39](#i5cbfd9b3e6124297bb72c94e2d5e11b6_112) | | |

| PBNA | | | [39](#i5cbfd9b3e6124297bb72c94e2d5e11b6_115) | | |

| LatAm | | | [40](#i5cbfd9b3e6124297bb72c94e2d5e11b6_118) | | |

| Europe | | | [40](#i5cbfd9b3e6124297bb72c94e2d5e11b6_121) | | |

| AMESA | | | [41](#i5cbfd9b3e6124297bb72c94e2d5e11b6_124) | | |

| APAC | | | [41](#i5cbfd9b3e6124297bb72c94e2d5e11b6_127) | | |

| Consolidated Statement of Cash Flows | | | [60](#i5cbfd9b3e6124297bb72c94e2d5e11b6_193) | | |

| Note 4 – Intangible Assets | | | [76](#i5cbfd9b3e6124297bb72c94e2d5e11b6_226) | | |

| Note 13 – Leases | | | [101](#i5cbfd9b3e6124297bb72c94e2d5e11b6_268) | | |

| GLOSSARY | | | [111](#i5cbfd9b3e6124297bb72c94e2d5e11b6_286) | | |

*Discussion in this Form 10-K includes results of operations and financial condition for 2020 and 2019 and year-over-year comparisons between 2020 and 2019.

For discussion on results of operations and financial condition pertaining to 2018 and year-over-year comparisons between 2019 and 2018, please refer to “Management's Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 28, 2019.*

This approach proved prescient and powerful in 2020 as we faced a worsening climate crisis, renewed calls for racial equality, and the first global pandemic in a century.

Life in communities around the world was transformed, and our business was tested like never before.

First and foremost, we had to protect the health of our associates, so that we could continue to serve our consumers, customers and communities.

At the same time, we had to secure our supply chain; ensure continuity in manufacturing, distribution and sales; further strengthen our e-commerce and digital capabilities; reimagine our marketing; deliver positive outcomes for people, our shareholders and the planet; and much more.

To meet this once in a generation moment and ensure our Company’s long-term success, we will continue to focus on becoming Faster, Stronger, and Better:

- We will become Faster by sustaining or improving growth and market share in our high return foods and snacks businesses in North America; improving the profitability of our PBNA business and capturing our fair share of category growth; accelerating our growth and presence in international snacks and food while investing wisely in beverages to balance between growth and returns; and making the necessary investments in our manufacturing capacity, go-to-market systems and digital initiatives, such as improving our presence and scale in our e-commerce business.

[Table](#i5cbfd9b3e6124297bb72c94e2d5e11b6_7) [of](#i5cbfd9b3e6124297bb72c94e2d5e11b6_7) [Contents](#i5cbfd9b3e6124297bb72c94e2d5e11b6_7)

- We will become Stronger by renewing our focus on driving holistic cost management throughout our organization to support our investments in advantaged capabilities, such as a highly agile and flexible end-to-end value chain; more precision around revenue management; and investing in data analytics that can provide more granularity around consumer insights.

We also plan to continue investing to further expand global business services into new capabilities, which will enable better insight and support for our businesses at a lower cost.

And we will remain focused on diversifying our workforce and reinforcing The PepsiCo Way, where we emphasize that employees act like owners to get things done quickly.

- We will become Better by further integrating purpose into our business strategy and brands by becoming planet positive, strengthening our roots in our communities, and advancing social justice.

This includes supporting practices and technologies that improve farmer livelihoods and agricultural resiliency; using precious resources such as water more efficiently; accelerating our efforts to reduce greenhouse gas emissions throughout our value chain; driving progress toward a world where plastics need never become waste; advancing respect for human rights; and investing to promote shared prosperity in local communities where we live and work.

COVID-19

Our global operations continue to expose us to risks associated with the COVID-19 pandemic, which continues to result in challenging operating environments and has affected almost all of the more than 200 countries and territories in which our products are made, manufactured, distributed or sold.

Travel bans and restrictions, quarantines, curfews, restrictions on public gatherings, shelter in place and safer-at-home orders, business shutdowns and closures continue in many of these markets.

These measures have impacted and will continue to impact us, our customers (including foodservice customers), consumers, employees, bottlers, contract manufacturers, distributors, joint venture partners, suppliers and other third parties with whom we do business, which may result in changes in demand for our products, increases in operating costs (whether as a result of changes to our supply chain or increases in employee costs, including expanded benefits and frontline incentives, costs associated with the provision of personal protective equipment and increased sanitation, or otherwise), or adverse impacts to our supply chain through reduced availability of air or other commercial transport, port closures or border restrictions, any

[Table](#i5cbfd9b3e6124297bb72c94e2d5e11b6_7) [of](#i5cbfd9b3e6124297bb72c94e2d5e11b6_7) [Contents](#i5cbfd9b3e6124297bb72c94e2d5e11b6_7)

of which can impact our ability to make, manufacture, distribute and sell our products.

In addition, measures that impact our ability to access our offices (several of which remain closed), plants, warehouses, distribution centers or other facilities, or that impact the ability of our customers (including our foodservice customers), consumers, bottlers, contract manufacturers, distributors, joint venture partners, suppliers and other third parties to do the same, may continue to impact the availability or productivity of our and their employees, many of whom are not able to perform their job functions remotely.

Public concern regarding the risk of contracting COVID-19 has impacted and may continue to impact demand from consumers, including due to consumers not leaving their homes or leaving their homes less often than they did prior to the start of the pandemic or otherwise shopping for and consuming food and beverage products in a different manner than they historically have or because some of our consumers have lower discretionary income due to unemployment or reduced or limited work as a result of measures taken in response to the pandemic.

Even as governmental restrictions are relaxed and economies gradually, partially, or fully reopen in certain of these jurisdictions and markets, the ongoing economic impacts and health concerns associated with the pandemic may continue to affect consumer behavior, spending levels and shopping and consumption preferences.

In addition, as a result of COVID-19, certain jurisdictions, such as certain states in Mexico, have enacted or are considering enacting new or expanded product labeling or warning requirements or limitations on the marketing or sale of certain of our products as a result of ingredients or substances contained in such products.

Changes in consumer purchasing and consumption patterns may increase demand for our products in one quarter, resulting in decreased demand for our products in subsequent quarters, or in a lower-margin sales channel resulting in potentially reduced profit from sales of our products.

We continue to see shifts in product and channel preferences as markets move through varying stages of restrictions and re-opening at different times, including changes in at-home consumption, in immediate consumption and away-from-home channels, such as convenience and gas and foodservice.

In addition, we continue to see a rapid increase in demand in the e-commerce and online-to-offline channels and any failure to capitalize on this demand could adversely affect our ability to maintain and grow sales or category share and erode our competitive position.

Any reduced demand for our products or change in consumer purchasing and consumption patterns, as well as continued economic uncertainty, can adversely affect our customers’ and business partners’ financial condition, which can result in bankruptcy filings and/or an inability to pay for our products, reduced or canceled orders of our products, continued or additional closing of restaurants, stores, entertainment or sports complexes, schools or other venues in which our products are sold, or reduced capacity at any of the foregoing, or our business partners’ inability to supply us with ingredients or other items necessary for us to make, manufacture, distribute or sell our products.

Such adverse changes in our customers’ or business partners’ financial condition have also resulted and may continue to result in our recording additional charges for our inability to recover or collect any accounts receivable, owned or leased assets, including certain foodservice and vending and other equipment, or prepaid expenses.

| | |

| --- | --- |

| Note 13 – Leases | [116](#se7dca4fb8241454badaf15d2e28f5801) |

| Note 16 – Selected Quarterly Financial Data (unaudited) | [121](#sf884262031354fdf9bebb42ab33bffee) |

| GLOSSARY | [127](#sC75B8A8CABB75B67B7F6F9E01574EF80) |

Winning with Purpose is designed to help us meet the needs of our shareholders, customers, consumers, partners and communities, while caring for our planet and inspiring our associates.

To adapt to these challenges, we intend to continue to focus on becoming Faster, Stronger, and Better:

| • | Faster by winning in the marketplace, being more consumer-centric and accelerating investment for topline growth. This includes broadening our portfolios to win locally in convenient foods and beverages, fortifying our North American businesses, and accelerating our international expansion, with disciplined focus on markets where we see a strong likelihood of prevailing over our competition. |

| • | Stronger by continuing to transform our capabilities, cost, and culture by leveraging scale and technology in global markets across our operations and winning locally. This includes continuing to focus on driving savings through holistic cost management to reinvest to succeed in the marketplace, developing and scaling core capabilities through technology, and building differentiated talent and culture. |

| • | Better by continuing to focus our sustainability agenda on helping to build a more sustainable food system and investing in six priority areas: next generation agriculture, water stewardship, plastic packaging, products, climate change, and people. |

Enactment of the TRAF provisions subsequent to December 28, 2019 is expected to result in adjustments to our consolidated financial statements and related disclosures in future periods.

the parties, as well as with PepsiCo’s Board of Directors, the Audit Committee of the Board and other Committees of the Board;

Concentrate beverage volume is sold to franchised-owned bottlers and independent distributors.

Finished goods beverage volume is sold to retailers and independent distributors and includes direct shipments to retailers.

We believe that BCS is a valuable measure as it quantifies the sell-through of our beverage products at the customer level.

Sales of products from our unconsolidated joint ventures are reflected in our reported volume.

Servings

Since our divisions each use different measures of physical unit volume (i.e., kilos, gallons, pounds and case sales), a common servings metric is necessary to reflect our consolidated physical unit volume.

Our divisions’ physical volume measures are converted into servings based on U.S. Food and Drug Administration guidelines for single-serving sizes of our products.

In 2019, total servings increased 4% compared to 2018, primarily reflecting our acquisition of SodaStream.

In 2018, total servings increased 1% compared to 2017.

| | | | | | | | | | | | | | Change | | | | |

The operating profit margin decline primarily reflects higher advertising and marketing expenses.

Favorable mark-to-market net impact on commodity derivatives included in corporate unallocated expenses (see “Items Affecting Comparability”) contributed 3 percentage points to operating profit growth.

Gains on the refranchising of a portion of our beverage business in Thailand and our entire beverage bottling operations and snack distribution operations in CHS in the prior year reduced operating profit growth by 2 percentage points.

Operating profit decreased 2% and operating profit margin declined 0.5 percentage points.

The impact of refranchising a portion of our beverage business in Jordan in 2017 and a 2017 gain associated with the sale of our minority stake in Britvic negatively impacted operating profit performance by 2.5 percentage points.

These impacts were offset by a 2-percentage-point positive impact of refranchising a portion of our beverage business in Thailand and our entire beverage bottling operations and snack distribution operations in CHS in 2018.

Items affecting comparability (see “Items Affecting Comparability”) negatively impacted operating profit performance by 3 percentage points and decreased operating profit margin by 0.5 percentage points, primarily due to higher mark-to-market net impact on commodity derivatives included in corporate unallocated expenses.

During the fourth quarter of 2019, we realigned certain of our reportable segments to be consistent with a recent strategic realignment of our organizational structure and how our Chief Executive Officer assesses the performance of, and allocates resources to, our reportable segments.

Our historical segment reporting presented in this report has been retrospectively revised to reflect the new organizational structure.

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

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

| Total | 4 | % | | 2 | | (1 | ) | | 4.5 | % | | 0.5 | | | 4 |

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

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

| | Reported % Change, GAAP Measure | | | Foreign exchange translation | | | Acquisitions and divestitures | | | Sales and certain other taxes | | Organic % Change, Non-GAAP Measure(a) | | | Volume(b) | | | Effective net pricing | |

| QFNA | (1.5 | )% | | — | | | — | | | — | | (2 | )% | | (0.5 | ) | | (1 | ) |

| AMESA | (0.5 | )% | | 2 | | | 4 | | | — | | 5 | % | | 1.5 | | | 4 | |

| FLNA | $ | 5,008 | | | $ | — | | | $ | 36 | | | $ | — | | | $ | 5,044 | |

[removed: As a result, our beverage, food and snack businesses in North Africa, the] [added: 6)Africa,] Middle East and South Asia [removed: that were part] [added: (AMESA), which includes all] of our [removed: former AMENA segment] [added: beverage, food] and [removed: our] [added: snack] businesses in [removed: Sub-Saharan Africa that were part of our former ESSA segment are now reported together as our] Africa, [added: the] Middle East and South [removed: Asia (AMESA) segment.][added: Asia; and]

[removed: The remaining beverage, food and snack businesses that were part of our former AMENA segment are now reported together as our Asia] [added: 7)Asia] Pacific, Australia and New Zealand and China [removed: region (APAC) segment and] [added: Region (APAC), which includes all of] our beverage, food and snack businesses in [removed: Europe are now reported as our Europe segment.][added: Asia Pacific, Australia and New Zealand, and China region.]

[removed: | 1) | FLNA,] [added: 1)Frito-Lay North America (FLNA),] which includes our branded food and snack businesses in the United States and Canada; [removed: |]

[removed: | 2) | QFNA,] [added: 2)Quaker Foods North America (QFNA),] which includes our cereal, rice, pasta and other branded food businesses in the United States and Canada; [removed: |]

[removed: | 3) | PBNA,] [added: 3)PepsiCo Beverages North America (PBNA),] which includes our beverage businesses in the United States and Canada; [removed: |]

[removed: | 4) | LatAm,] [added: 4)Latin America (LatAm),] which includes all of our beverage, food and snack businesses in Latin America; [removed: |]

[removed: | 5) | Europe,] [added: 5)Europe,] which includes all of our beverage, food and snack businesses in Europe; [removed: |]

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

These branded products are sold to [added: authorized and] independent [added: bottlers, independent] distributors and retailers.

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

[added: LatAm] 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 7UP, Gatorade, H2oh!, Manzanita Sol, Mirinda, Pepsi, Pepsi Black, San Carlos and Toddy.

These branded products are sold to authorized [added: and independent] bottlers, independent distributors and retailers.

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

Europe 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 7UP, Diet Pepsi, [added: Lubimy Sad,] Mirinda, Pepsi, Pepsi Max and Tropicana.

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

[removed: Further,] [added: Europe also,] as part of its beverage business, [removed: Europe] manufactures and distributes [added: SodaStream] sparkling water makers [removed: through SodaStream International Ltd. (SodaStream).][added: and related products.]

See Note 14 to our consolidated financial statements for further information about our acquisition of [removed: SodaStream.][added: Rockstar.]

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

In [removed: 2019,] [added: 2020,] we [removed: entered into an agreement to acquire] [added: acquired] Pioneer Food Group Ltd. (Pioneer Foods), a food and beverage company in South Africa with exports to countries across the globe.

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

Some of our products are delivered from our manufacturing plants and [removed: warehouses] [added: distribution centers, both company and third-party operated,] to customer warehouses.

[removed: We employ specialists to secure] adequate supplies of many of these items and have not experienced any significant continuous shortages that would prevent us from meeting our requirements.

We own numerous valuable trademarks which are essential to our worldwide businesses, including [removed: 1893,] Agusha, Amp Energy, Aquafina, Aquafina Flavorsplash, Arto [removed: Lifewater,] [added: Lifewtr,] Aunt Jemima, [added: BaiCaoWei,] Bare, [added: Bokomo,] Bolt24, bubly, Cap’n Crunch, [added: Ceres,] Cheetos, Chester’s, Chipita, Chipsy, Chokis, Chudo, Cracker Jack, Crunchy, Diet Mountain Dew, Diet Mug, Diet Pepsi, Diet 7UP (outside the United States), Domik v Derevne, Doritos, [added: Driftwell,] Duyvis, Elma Chips, Emperador, Evolve, Frito-Lay, Fritos, Fruktovy Sad, G2, Gamesa, Gatorade, Grandma’s, H2oh!, Health Warrior, Imunele, Izze, J-7 Tonus, Kas, KeVita, Kurkure, Lay’s, Life, Lifewtr, [added: Liquifruit,] Lubimy, Manzanita Sol, Marias Gamesa, Matutano, Mirinda, Miss Vickie’s, [added: Moirs,] Mother’s, Mountain Dew, Mountain Dew [removed: Amp Game Fuel, Mountain Dew] Code Red, Mountain Dew [added: Game Fuel, Mountain Dew] Ice, Mountain Dew Kickstart, Mountain Dew Zero Sugar, Mug, Munchies, Muscle Milk, Naked, Near East, Off the Eaten Path, O.N.E., Paso de los Toros, Pasta Roni, [added: Pearl Milling Company,] Pepsi, Pepsi Black, Pepsi Max, Pepsi Zero Sugar, [added: PopCorners, Pronutro,] Propel, Quaker, Quaker Chewy, Rice-A-Roni, [added: Rockstar Energy,] Rold Gold, Rosquinhas Mabel, Ruffles, Sabritas, [added: Safari,] Sakata, Saladitas, San Carlos, Sandora, Santitas, [added: Sasko,] 7UP (outside the United States), 7UP Free (outside the United States), Sierra Mist, Sierra Mist Zero Sugar, Simba, Smartfood, Smith’s, Snack a Jacks, SoBe, SodaStream, Sonric’s, [added: Spekko,] Stacy’s, Sting, Stubborn Soda, SunChips, Toddy, Toddynho, Tostitos, Trop 50, Tropicana, Tropicana Pure Premium, Tropicana Twister, V Water, Vesely Molochnik, [removed: Walkers] [added: Walkers, Weetbix, White Star, Ya] and [removed: Ya.][added: Yachak.]

We also distribute [removed: Rockstar] [added: Bang] Energy drinks and various Keurig Dr Pepper Inc. brands, including Dr Pepper in certain markets, Crush and Schweppes.

Our beverage, food and snack sales are generally highest in the third quarter due to seasonal and holiday-related [removed: patterns,] [added: patterns] and generally lowest in the first quarter.

Consumer incentives include pricing discounts and promotions, and other [added: promotional offers.]

Changes to the retail landscape, including increased consolidation of retail ownership, the rapid growth of sales through e-commerce websites and mobile commerce applications, including through subscription services and other direct-to-consumer businesses, the integration of physical and digital operations among retailers, as well as the [removed: growth in] [added: international expansion of] hard discounters, and the current economic [removed: environment] [added: environment, including in light of the COVID-19 pandemic,] continue to increase the importance of major customers.

In [removed: 2019,] [added: 2020,] sales to Walmart Inc. (Walmart) and its affiliates, including Sam’s Club (Sam’s), represented approximately [removed: 13%] [added: 14%] of our consolidated net revenue, with sales reported across all of our [removed: divisions.][added: divisions, including concentrate sales to our independent bottlers, which were used in finished goods sold by them to Walmart.]

Management’s Discussion and Analysis of Financial Condition and Results of Operations for [removed: more] [added: further] information on our independent bottlers.

[removed: Other beverage, food and snack competitors include, but are not limited to,] Campbell Soup Company, Conagra Brands, Inc., Kellogg Company, Keurig Dr Pepper Inc., The Kraft Heinz Company, Link Snacks, Inc., Mondelēz International, Inc., Monster Beverage Corporation, Nestlé [removed: S.A. and] [added: S.A.,] Red Bull [removed: GmbH.][added: GmbH and Utz Brands, Inc.]

In [removed: 2019,] [added: 2020,] we and The Coca-Cola Company represented approximately 22% 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.

We engage in a variety of research and development activities and invest in innovation globally with the goal of meeting [removed: changing consumer demands] [added: the needs of our customers] and [removed: preferences] [added: consumers] and accelerating [removed: sustainable] growth.

These activities principally involve: [added: innovations focused on creating consumer preferred products to grow and transform our portfolio through] development of new [added: technologies,] ingredients, flavors and [removed: products; reformulation and improvement in the quality] [added: substrates; development] and [removed: appeal of existing products;] improvement [removed: and modernization] of [added: our] manufacturing [removed: processes,] [added: processes] including [removed: cost reduction; improvements] [added: reductions] in [removed: product quality, safety and integrity; development of,] [added: cost] and [added: environmental footprint; implementing product] improvements [removed: in, marketing and merchandising equipment, dispensing equipment, packaging technology (including investments in recycling-focused technologies), package design (including development of sustainable, bio-based packaging) and portion sizes; efforts focused on identifying opportunities] to [removed: transform, grow and broaden] our [removed: product portfolio, including by developing products with improved nutrition profiles] [added: global portfolio] that reduce added sugars, sodium or saturated [removed: fat, including through the use of natural flavors, sweetener alternatives and flavor modifiers and innovation in existing sweeteners and flavoring, further expanding our beyond the bottle portfolio, including further growing our SodaStream business, and] [added: fat;] offering more products with [added: functional ingredients and] positive nutrition including whole grains, [removed: fruits and] [added: fruit,] vegetables, dairy, [removed: protein] [added: protein, fiber, micronutrients] and hydration; [removed: investments] [added: development of packaging technology and new package designs, including reducing the amount of plastic] in [removed: building] our [removed: capabilities to support] [added: packaging and developing recyclable and sustainable packaging; development of marketing, merchandising and dispensing equipment; further expanding] our [removed: global e-commerce] [added: beyond the bottle portfolio including innovation for our SodaStream] business; investments in technology and [removed: digitalization,] [added: digitalization] including data analytics to enhance our consumer [removed: insights;] [added: insights] and [added: research; continuing to strengthen our omnichannel capabilities, particularly in e-commerce; and] efforts focused on reducing our impact on the [removed: environment,] [added: environment] including [removed: improvements in energy efficiency,] [added: reducing] water use in our operations and our agricultural practices.

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

The conduct of our businesses, including the production, storage, distribution, sale, display, advertising, marketing, labeling, content, quality, safety, transportation, packaging, disposal, recycling and use of our products, as well as our employment and occupational health and safety practices and protection of personal information, are subject to various laws and regulations administered by federal, state and local governmental agencies in the United States, as well as to laws and regulations administered by [removed: government entities and agencies in the more than 200 other countries and territories in which our products are made, manufactured, distributed or sold.]

The U.S. laws and regulations that we are subject to [removed: include:] [added: include, but are not limited to:] the Federal Food, Drug and Cosmetic Act and various state laws governing food safety; the Food Safety Modernization Act; the Occupational Safety and Health [removed: Act;] [added: Act and] various [added: state laws and regulations governing workplace health and safety; various] federal, state and local environmental protection laws, as discussed below; the Federal Motor Carrier Safety Act; the Federal Trade Commission Act; the Lanham Act; various federal and state laws and regulations governing competition and trade practices; various federal and state laws and regulations governing our employment practices, including those related to equal employment opportunity, such as the Equal Employment Opportunity Act and the National Labor Relations Act and those related to overtime compensation, such as the Fair Labor Standards Act; data privacy and personal data protection laws and regulations, including the California [added: Consumer] Privacy Act of 2018; customs and foreign trade laws and regulations, including laws regarding the import or export of our products or ingredients used in our products and tariffs; laws regulating the sale of certain of our products in schools; laws regulating our supply chain, including the 2010 California Transparency in Supply Chains Act and laws relating to the payment of taxes.

Similarly, some measures apply a single tax rate per ounce/liter on beverages containing over a certain level of added sugar (or other sweetener) while others apply a graduated tax rate depending upon the amount of added sugar (or other sweetener) in the beverage and some apply a flat tax [added: rate on beverages containing a particular substance or ingredient, regardless of the level of such substance or ingredient.]

These types of provisions have required that we [removed: provide a label that highlights] [added: highlight] perceived concerns about a [removed: product or warns] [added: product, warn] consumers to avoid consumption of certain ingredients or substances present in our [removed: products.][added: products, restrict the age of consumers to whom products are marketed or sold or limit the location in which our products may be available.]

These regulations vary in scope and form from deposit return systems designed to incentivize the return of beverage containers, to extended producer responsibility policies and even bans on the use of some [removed: plastic beverage bottles and other] [added: types of] single-use plastics.

[removed: As of December 28, 2019, we and our consolidated subsidiaries] [added: We] employed approximately [removed: 267,000] [added: 291,000] people [removed: worldwide,] [added: worldwide as of December 26, 2020,] including approximately [removed: 116,000] [added: 120,000] people within the United States.

[Table](#i5cbfd9b3e6124297bb72c94e2d5e11b6_7) [of](#i5cbfd9b3e6124297bb72c94e2d5e11b6_7) [Contents](#i5cbfd9b3e6124297bb72c94e2d5e11b6_7)

QFNA’s branded products are sold to independent distributors and retailers.

In 2020, we acquired Rockstar Energy Beverages (Rockstar), an energy drink maker with whom we had a distribution agreement prior to the acquisition.

[Table](#i5cbfd9b3e6124297bb72c94e2d5e11b6_7) [of](#i5cbfd9b3e6124297bb72c94e2d5e11b6_7) [Contents](#i5cbfd9b3e6124297bb72c94e2d5e11b6_7)

These branded products are sold to authorized and independent bottlers, independent distributors and retailers.

These branded products are sold to authorized and independent bottlers, independent distributors and retailers.

In 2020, we acquired all of the outstanding shares of Hangzhou Haomusi Food Co., Ltd. (Be & Cheery), one of the largest online snacks companies in China.

See Note 14 to our consolidated financial statements for further information about our acquisition of Be & Cheery.

COVID-19

The novel coronavirus (COVID-19) pandemic in 2020 resulted in challenging operating environments and affected almost all of the more than 200 countries and territories in which our products are made, manufactured, distributed or sold, including as a result of travel bans and restrictions, quarantines, curfews, restrictions on public gatherings, shelter in place and safer-at-home orders, business shutdowns

[Table](#i5cbfd9b3e6124297bb72c94e2d5e11b6_7) [of](#i5cbfd9b3e6124297bb72c94e2d5e11b6_7) [Contents](#i5cbfd9b3e6124297bb72c94e2d5e11b6_7)

and closures.

We expect that the COVID-19 pandemic will continue to impact our business operations, including our employees, customers, consumers, bottlers, contract manufacturers, distributors, joint venture partners, suppliers and other third parties with which we do business.

The extent to which the COVID-19 pandemic will impact our future business operations and financial results remains uncertain and will continue to depend on numerous evolving factors outside our control.

See “Item 1A.

Risk Factors” for discussion of the risks and uncertainties associated with the COVID-19 pandemic.

Also, see “Our Business Risks” in Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations and Note 1 to our consolidated financial statements for further information related to the impact of COVID-19 on our 2020 financial results.

We employ specialists to secure

[Table](#i5cbfd9b3e6124297bb72c94e2d5e11b6_7) [of](#i5cbfd9b3e6124297bb72c94e2d5e11b6_7) [Contents](#i5cbfd9b3e6124297bb72c94e2d5e11b6_7)

We also maintain voluntary supply chain finance agreements with several participating global financial institutions, pursuant to which our suppliers, at their sole discretion, may elect to sell their accounts receivable with PepsiCo to such global financial institutions.

These agreements have not had a material impact on our business or financial results.

See “Our Financial Results – Our Liquidity and Capital Resources” in Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations for further information.

[Table](#i5cbfd9b3e6124297bb72c94e2d5e11b6_7) [of](#i5cbfd9b3e6124297bb72c94e2d5e11b6_7) [Contents](#i5cbfd9b3e6124297bb72c94e2d5e11b6_7)

The loss of this customer would have a material adverse effect on our FLNA, QFNA and PBNA divisions.

Other beverage, food and snack competitors include, but are not limited to,

[Table](#i5cbfd9b3e6124297bb72c94e2d5e11b6_7) [of](#i5cbfd9b3e6124297bb72c94e2d5e11b6_7) [Contents](#i5cbfd9b3e6124297bb72c94e2d5e11b6_7)

[Table](#i5cbfd9b3e6124297bb72c94e2d5e11b6_7) [of](#i5cbfd9b3e6124297bb72c94e2d5e11b6_7) [Contents](#i5cbfd9b3e6124297bb72c94e2d5e11b6_7)

government entities and agencies in the more than 200 other countries and territories in which our products are made, manufactured, distributed or sold.

[Table](#i5cbfd9b3e6124297bb72c94e2d5e11b6_7) [of](#i5cbfd9b3e6124297bb72c94e2d5e11b6_7) [Contents](#i5cbfd9b3e6124297bb72c94e2d5e11b6_7)

Human Capital

PepsiCo believes that human capital management, including attracting, developing and retaining a high quality workforce, is critical to our long-term success.

Our Board and its Committees provide oversight on a broad range of human capital management topics, including corporate culture, diversity and inclusion, pay equity, health and safety, training and development and compensation and benefits.

Protecting the safety, health, and well-being of our associates around the world is PepsiCo’s top priority.

We strive to achieve an injury-free work environment.

We also continue to invest in emerging technologies to protect our employees from injuries, including leveraging fleet telematics and distracted driving technology, resulting in reductions in road traffic accidents, and deploying wearable ergonomic risk reduction devices.

In addition, throughout the COVID-19 pandemic, we have remained focused on the health and safety of our associates, especially our frontline associates who continue to make, move and sell our products during this critical time, including by implementing new safety protocols in our facilities, providing personal protective equipment and enabling testing.

We believe that our culture of diversity and inclusion is a competitive advantage that fuels innovation, enhances our ability to attract and retain talent and strengthens our reputation.

We continually strive to

Changes to Organizational Structure

During the fourth quarter of 2019, we realigned our Europe Sub-Saharan Africa (ESSA) and Asia, Middle East and North Africa (AMENA) reportable segments to be consistent with a recent strategic realignment of our organizational structure and how our Chief Executive Officer assesses the performance of, and allocates resources to, our reportable segments.

These changes did not impact our Frito-Lay North America (FLNA), Quaker Foods North America (QFNA),

PepsiCo Beverages North America (PBNA), formerly named North America Beverages, or Latin America (LatAm) reportable segments or our consolidated financial results.

Our historical segment reporting presented in this report has been retrospectively revised to reflect the new organizational structure.

| | |

| --- | --- |

| 6) | AMESA, which includes all of our beverage, food and snack businesses in Africa, the Middle East and South Asia; and |

| 7) | APAC, which includes all of our beverage, food and snack businesses in Asia Pacific, Australia and New Zealand, and China region. |

LatAm

The transaction is subject to certain regulatory approvals and other customary conditions and is expected to close in the first half of 2020.

promotional offers.

Our top five retail customers represented approximately 34% of our 2019 net revenue in North America, with Walmart and its affiliates (including Sam’s) representing approximately 19%.

These percentages include concentrate sales to our independent bottlers, which were used in finished goods sold by them to these retailers.

In 2019, we continued to make investments to further digitalize our business including: continuing to strengthen our omnichannel capabilities, particularly in e-commerce; and leveraging technology and data analytics to capture and analyze consumer level data to increasingly structure personalized communications with consumers and satisfy demand at the store level.

In addition, 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; expanding our beyond the bottle offerings by offering bubly in fountain dispensing; developing 100% recycled PET packaging for LIFEWTR and aluminum can packaging for Aquafina; expanding our state of the art food and beverage healthy vending initiative to increase the availability of nutritious and convenient beverages, foods and snacks; further expanding our portfolio, through a combination of brand extensions, product reformulations, new product innovations and acquisitions to offer products with more of the nutritious ingredients and hydration our consumers are looking for, such as Quaker (grains), Tropicana (juices, lemonades, fruit and vegetable drinks), Gatorade (sports nutrition for athletes), Naked Juice (cold-pressed juices and smoothies), KeVita (probiotics, tonics and fermented teas), Bare (baked apple chips and other baked fruits and vegetables), Health Warrior (nutrition bars), Evolve (plant-based protein products) and Muscle Milk (protein shakes); further expanding our whole grain products globally; and further expanding our portfolio in growing categories, such as dairy, hummus and other refrigerated dips, and baked grain snacks.

In addition, we continued to make investments to reduce our impact on the environment, including: efforts to conserve raw materials and energy, such as by working to achieve reductions in greenhouse gas emissions across our global businesses, by helping to protect and conserve global water supply especially in high-water-risk locations (including replenishing watersheds that source our operations in high-water-risk locations and promoting the efficient use of water in our agricultural supply chain), and by incorporating improvements in the sustainability and resources of our agricultural supply chain into our operations; efforts to reduce waste generated by our operations and disposed of in landfills; efforts to increase energy efficiency, including the increased use of renewable energy and resources; efforts to support sustainable agriculture by expanding best practices with our growers and suppliers, including

through the use of data and technology to optimize yields and efficiency and promote responsible use of pesticides; and efforts to create a circular future for packaging, including the increased use of recycled content and alternative packaging, support for increased packaging recovery and recycling rates globally, optimization of packaging technology and design to minimize the amount of plastic in our packaging and to make our packaging increasingly recoverable or recyclable with lower environmental impact, and our continued investments in developing compostable and biodegradable packaging.

rate on beverages containing a particular substance or ingredient, regardless of the level of such substance or ingredient.

Employees

In certain countries, our employment levels are subject to seasonal variations.

We or our subsidiaries are party to numerous collective bargaining agreements.

We expect that we will be able to renegotiate these collective bargaining agreements on satisfactory terms when they expire.

[removed: FORM 10-K][added: FORM 10-K]

| ☒ | [added: | |] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | [added: | |]

For the fiscal year ended December [removed: 28, 2019][added: 26, 2020]

| ☐ | [added: | |] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | [added: | |]

[removed: ][added: ]

| North Carolina | | [added: | | | |] 13-1584302 | [added: | |]

| (State or Other Jurisdiction of Incorporation or Organization) | | [added: | | | |] (I.R.S. Employer Identification No.) | [added: | |]

700 Anderson Hill [removed: Road, Purchase, New York 10577][added: Road, Purchase, New York 10577]

[removed: 914\-253-2000][added: (914) 253-2000]

| Title of each class | | [added: | | | |] Trading Symbols | | [added: | | | |] Name of each exchange on which registered | [added: | |]

| Common Stock, par value 1-2/3 cents per share | | [added: | | | |] PEP | | [added: | | | |] The Nasdaq Stock Market LLC | [added: | |]

| 2.500% Senior Notes Due 2022 | | [added: | | | |] PEP22a | | [added: | | | |] The Nasdaq Stock Market LLC | [added: | |]

| 1.750% Senior Notes Due 2021 | | [added: | | | |] PEP21a | | [added: | | | |] The Nasdaq Stock Market LLC | [added: | |]

| 2.625% Senior Notes Due 2026 | | [added: | | | |] PEP26 | | [added: | | | |] The Nasdaq Stock Market LLC | [added: | |]

| 0.875% Senior Notes Due 2028 | | [added: | | | |] PEP28 | | [added: | | | |] The Nasdaq Stock Market LLC | [added: | |]

| 0.750% Senior Notes Due 2027 | | [added: | | | |] PEP27 | | [added: | | | |] The Nasdaq Stock Market LLC | [added: | |]

| 1.125% Senior Notes Due 2031 | | [added: | | | |] PEP31 | | [added: | | | |] The Nasdaq Stock Market LLC | [added: | |]

| 0.875% Senior Notes Due 2039 | | [added: | | | |] PEP39 | | [added: | | | |] The Nasdaq Stock Market LLC | [added: | |]

Yes [removed: x] [added: ☒] No ¨

Yes ¨ No [removed: x][added: ☒]

| Large accelerated filer | [removed: x] | [added: | ☒ | | |] Accelerated filer | [added: | |] ☐ | [added: | |]

| Non-accelerated filer | [added: | |] ☐ | [added: | |] Smaller reporting company | [added: | |] ☐ | [added: | |]

| | | [added: | | | |] Emerging growth company | [added: | |] ☐ | [added: | |]

Yes [removed: ☐] [added: ☒] No [removed: x][added: ¨]

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: 14, 2019,] [added: 12, 2020,] the last day of business of our most recently completed second fiscal quarter, was [removed: $185.4] [added: $178.5] billion (based on the closing sale price of PepsiCo, Inc.’s Common Stock on that date as reported on the Nasdaq Global Select Market).

The number of shares of PepsiCo, Inc. Common Stock outstanding as of February [removed: 6, 2020] [added: 4, 2021] was [removed: 1,389,544,618.][added: 1,379,608,641.]

Portions of the Proxy Statement relating to PepsiCo, Inc.’s [removed: 2020] [added: 2021] Annual Meeting of Shareholders are incorporated by reference into Part III of this Form 10-K.

For the Fiscal Year [removed: Ended December 28, 2019][added: Ended December 26, 2020]

| PART I | | | [added: | | | | | |]

| Item 1. | [removed: [Business](#s9818D46655385F9086676438359A4B02)] | [removed: [2](#s9818D46655385F9086676438359A4B02)] | [added: [Business](#i5cbfd9b3e6124297bb72c94e2d5e11b6_16) | | | [2](#i5cbfd9b3e6124297bb72c94e2d5e11b6_16) | | |]

| Item 1A. | [added: | |] [Risk [removed: Factors](#sE3F0B029237154AF8EF91F029CCEDFEB)] [added: Factors](#i5cbfd9b3e6124297bb72c94e2d5e11b6_52)] | [removed: [11](#sE3F0B029237154AF8EF91F029CCEDFEB)] | [added: | [11](#i5cbfd9b3e6124297bb72c94e2d5e11b6_52) | | |]

| Item 1B. | [added: | |] [Unresolved Staff [removed: Comments](#sF8305BBE183C59C3925DA924E800BB08)] [added: Comments](#i5cbfd9b3e6124297bb72c94e2d5e11b6_55)] | [removed: [31](#sF8305BBE183C59C3925DA924E800BB08)] | [added: | [22](#i5cbfd9b3e6124297bb72c94e2d5e11b6_55) | | |]

| Item 2. | [removed: [Properties](#s6A884D1A6F4954CE9AA2BF0F22BB29C9)] | [removed: [32](#s6A884D1A6F4954CE9AA2BF0F22BB29C9)] | [added: [Properties](#i5cbfd9b3e6124297bb72c94e2d5e11b6_58) | | | [23](#i5cbfd9b3e6124297bb72c94e2d5e11b6_58) | | |]

| Item 3. | [added: | |] [Legal [removed: Proceedings](#s4D9AAC1847535216AF1292E400A366CE)] [added: Proceedings](#i5cbfd9b3e6124297bb72c94e2d5e11b6_61)] | [removed: [32](#s4D9AAC1847535216AF1292E400A366CE)] | [added: | [23](#i5cbfd9b3e6124297bb72c94e2d5e11b6_61) | | |]

| Item 4. | [added: | |] [Mine Safety [removed: Disclosures](#sA0F766C1429C5F66B9BD31D51199ABDD)] [added: Disclosures](#i5cbfd9b3e6124297bb72c94e2d5e11b6_64)] | [removed: [32](#sA0F766C1429C5F66B9BD31D51199ABDD)] | [added: | [23](#i5cbfd9b3e6124297bb72c94e2d5e11b6_64) | | |]

| PART II | | | [added: | | | | | |]

| Item 5. | [added: | |] [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#s2C23C3B4F16A5B128EE95CA2CFAD6F36)] [added: Securities](#i5cbfd9b3e6124297bb72c94e2d5e11b6_73)] | [removed: [36](#s2C23C3B4F16A5B128EE95CA2CFAD6F36)] | [added: | [27](#i5cbfd9b3e6124297bb72c94e2d5e11b6_73) | | |]

| Item 7. | [added: | |] [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#s474CBAE89DBA57F993A19219736CC85B)] [added: Operations](#i5cbfd9b3e6124297bb72c94e2d5e11b6_82)] | [removed: [41](#s474CBAE89DBA57F993A19219736CC85B)] | [added: | [28](#i5cbfd9b3e6124297bb72c94e2d5e11b6_82) | | |]

| Item 7A. | [added: | |] [Quantitative and Qualitative Disclosures About Market [removed: Risk](#s435F255112FD539DBF8015F95515941D)] [added: Risk](#i5cbfd9b3e6124297bb72c94e2d5e11b6_289)] | [removed: [129](#s435F255112FD539DBF8015F95515941D)] | [added: | [113](#i5cbfd9b3e6124297bb72c94e2d5e11b6_289) | | |]

| Item 8. | [added: | |] [Financial Statements and Supplementary [removed: Data](#s29A28BA3228E5F508F3084DF94140757)] [added: Data](#i5cbfd9b3e6124297bb72c94e2d5e11b6_292)] | [removed: [129](#s29A28BA3228E5F508F3084DF94140757)] | [added: | [113](#i5cbfd9b3e6124297bb72c94e2d5e11b6_292) | | |]

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| 0.250% Senior Notes Due 2024 | | | | | | PEP24 | | | | | | The Nasdaq Stock Market LLC | | |

| 0.500% Senior Notes Due 2028 | | | | | | PEP28a | | | | | | The Nasdaq Stock Market LLC | | |

| 0.400% Senior Notes Due 2032 | | | | | | PEP32 | | | | | | The Nasdaq Stock Market LLC | | |

| 1.050% Senior Notes Due 2050 | | | | | | PEP50 | | | | | | The Nasdaq Stock Market LLC | | |

Yes ☒ No ¨

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Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

Yes ☐ No ☒

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| Item 6. | [Selected Financial Data](#s2DBB13003B4E58CD8D348238907A24F3) | [37](#s2DBB13003B4E58CD8D348238907A24F3) |

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: 2019] [added: 2020] year and that remain unresolved.

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

| [removed: •] [added: QFNA] | [removed: QFNA’s food] [added: | | Food] plant [removed: in] [added: | | | | | |] Cedar Rapids, [removed: Iowa, which is owned.] [added: Iowa] | [added: | | | | | Owned | | |]

| [removed: •] [added: PBNA] | [removed: PBNA’s research] [added: | | Research] and development facility [removed: in] [added: | | | | | |] Valhalla, New [removed: York, and a Tropicana plant in Bradenton, Florida, both of which are owned.] [added: York] | [added: | | | | | Owned | | |]

| [removed: •] [added: LatAm] | [removed: LatAm’s three] [added: | | Two] snack plants [removed: in] [added: | | | | | | Vallejo,] Mexico [removed: (one in Celaya and two in Vallejo), all of which are owned.] | [added: | | | | | Owned | | |]

| [removed: •] [added: AMESA] | [removed: AMESA’s snack] [added: | | Snack] plant [removed: in] [added: | | | | | |] Riyadh, Saudi [removed: Arabia, which is leased.] [added: Arabia] | [added: | | | | | Owned (a) | | |]

| [removed: •] [added: APAC] | [removed: APAC’s snack] [added: | | Snack] plant [removed: in] [added: | | | | | |] Wuhan, [removed: China, which is owned.] [added: China] | [added: | | | | | Owned (a) | | |]

| [removed: •] [added: FLNA, QFNA, PBNA] | [removed: A shared] [added: | | Shared] service center [removed: in Winston-Salem,] [added: | | | | | | Winston Salem,] North [removed: Carolina, which is primarily shared by our FLNA, QFNA and PBNA segments, which is leased.] [added: Carolina] | [added: | | | | | Leased | | |]

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| | | | Property Type | | | | | | Location | | | | | | Owned/ Leased | | |

| PBNA | | | Concentrate plant | | | | | | Arlington, Texas | | | | | | Owned | | |

| PBNA | | | Tropicana plant | | | | | | Bradenton, Florida | | | | | | Owned | | |

| LatAm | | | Snack plant | | | | | | Celaya, Mexico | | | | | | Owned | | |

| Europe | | | Snack plant | | | | | | Kashira, Russia | | | | | | Owned | | |

| Europe | | | Manufacturing plant | | | | | | Lehavim, Israel | | | | | | Owned | | |

| Europe | | | Dairy plant | | | | | | Moscow, Russia | | | | | | Owned (a) | | |

| PBNA, LatAm | | | Concentrate plant | | | | | | Colonia, Uruguay | | | | | | Owned (a) | | |

| PBNA, Europe, AMESA | | | Two concentrate plants | | | | | | Cork, Ireland | | | | | | Owned | | |

| PBNA, AMESA, APAC | | | Concentrate plant | | | | | | Singapore | | | | | | Owned (a) | | |

| All divisions | | | Shared service center | | | | | | Hyderabad, India | | | | | | Leased | | |

(a)The land on which these plants are located is leased.

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| • | Europe’s snack plant in Kashira, Russia, its dairy plant in Moscow, Russia, and its fruit juice plant in Zeebrugge, Belgium, all of which are owned. |

| • | Our primary concentrate plants in Cork, Ireland and in Singapore, all of which are either owned or leased. Our concentrate plants in Cork, Ireland are shared by our PBNA, Europe and AMESA segments and our concentrate plant in Singapore is shared by our PBNA and APAC segments. |

| Name | [added: | |] Age | [added: | |] Title | [added: | |]

| Marie T. Gallagher | [removed: 60] | [added: | 61 | | |] Senior Vice President and Controller, PepsiCo | [added: | |]

| Hugh F. Johnston | [removed: 58] | [added: | 59 | | |] Vice Chairman, PepsiCo; Executive Vice President and Chief Financial Officer, PepsiCo | [added: | |]

| Ramon L. Laguarta | [removed: 56] | [added: | 57 | | |] Chairman of the Board of Directors and Chief Executive Officer, PepsiCo | [added: | |]

| Silviu Popovici | [removed: 52] | [added: | 53 | | |] Chief Executive Officer, Europe | [added: | |]

| Paula Santilli | [removed: 55] | [added: | 56 | | |] Chief Executive Officer, Latin America | [added: | |]

| Ronald Schellekens | [removed: 55] | [added: | 56 | | |] Executive Vice President and Chief Human Resources Officer, PepsiCo | [added: | |]

| Kirk Tanner | [removed: 51] | [added: | 52 | | |] Chief Executive Officer, PepsiCo Beverages North America | [added: | |]

| Eugene Willemsen | [removed: 52] | [added: | 53 | | |] Chief Executive Officer, Africa, Middle East, South Asia | [added: | |]

| Steven Williams | [removed: 54] | [added: | 55 | | |] Chief Executive Officer, PepsiCo Foods North America | [added: | |]

| David Yawman | [removed: 51] | [added: | 52 | | |] Executive Vice President, [removed: Government Affairs,] General Counsel and Corporate Secretary, PepsiCo | [added: | |]

Laguarta has served as PepsiCo’s Chief Executive Officer and a director on the Board since [removed: October] 2018, and assumed the role of Chairman of the Board in [removed: February] 2019.

Mr. Laguarta has served as a director of Visa Inc. since [removed: November] 2019.

Silviu Popovici was appointed Chief Executive Officer, Europe, effective [removed: August] 2019.

[added: Prior to this role, he] served as Chief Executive Officer, Europe Sub-Saharan Africa [removed: from March 2019 to August] [added: in] 2019 and as President, Europe Sub-Saharan Africa from 2017 to [removed: March] [added: early] 2019.

Paula Santilli was appointed Chief Executive Officer, Latin America, effective [removed: May] 2019.

Kirk Tanner was appointed Chief Executive Officer, PepsiCo Beverages North America, effective [removed: January] 2019.

Eugene Willemsen was appointed Chief Executive Officer, Africa, Middle East, South Asia, effective [removed: October] 2019.

Steven Williams was appointed Chief Executive Officer, PepsiCo Foods North America, effective [removed: April] 2019.

Prior to this role, Mr. Williams served in leadership positions for Frito-Lay’s U.S. operations, as Senior Vice President, Commercial Sales and Chief Commercial Officer from 2017 to 2019 and as General Manager [added: and Senior Vice President, East Division from 2016 to 2017.]

David Yawman [removed: was appointed] [added: has served as] Executive Vice President, [removed: Government Affairs,] General Counsel and Corporate Secretary, PepsiCo [added: since 2017 and will continue] in [removed: 2017.][added: that role until March 1, 2021.]

He previously served as Senior Vice [added: President and Deputy General Counsel for PepsiCo and General Counsel for North America and Corporate in 2017, as Senior Vice] President, PepsiCo Deputy General Counsel, General Counsel, North America Beverages and Quaker Foods North America from 2015 to 2017, as Senior Vice President, PepsiCo Deputy General Counsel, General Counsel, PepsiCo America Beverages from 2014 to 2015, as Senior Vice President, PepsiCo Chief Compliance and Ethics Officer from 2012 to 2014, and as Senior Vice President, General Counsel, Pepsi Beverages Company from 2010 to 2012.

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[Table](#i5cbfd9b3e6124297bb72c94e2d5e11b6_7) [of](#i5cbfd9b3e6124297bb72c94e2d5e11b6_7) [Contents](#i5cbfd9b3e6124297bb72c94e2d5e11b6_7)

From 2017 through 2020, Mr. Yawman also oversaw PepsiCo’s Public Policy and Government Affairs department.

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Prior to this role, he

and Senior Vice President, East Division from 2016 to 2017.

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

Shareholders – As of February [removed: 6, 2020,] [added: 4, 2021,] there were approximately [removed: 109,312] [added: 105,807] shareholders of record of our common stock.

On February [removed: 10, 2020,] [added: 4, 2021,] the Board of Directors declared a quarterly dividend of [removed: $0.955] [added: $1.0225] payable March 31, [removed: 2020,] [added: 2021,] to shareholders of record on March [removed: 6, 2020.][added: 5, 2021.]

For the remainder of [removed: 2020,] [added: 2021,] the record dates for these dividend payments are expected to be June [removed: 5,] [added: 4,] September [removed: 4] [added: 3] and December [removed: 4, 2020,] [added: 3, 2021,] subject to approval of the Board of Directors.

On February [removed: 13, 2020,] [added: 11, 2021,] we announced a [removed: 7%] [added: 5%] increase in our annualized dividend to [removed: $4.09] [added: $4.30] per share from [removed: $3.82] [added: $4.09] per share, effective with the dividend expected to be paid in June [removed: 2020.][added: 2021.]

We expect to return a total of approximately [removed: $7.5] [added: $5.9] billion to shareholders in [removed: 2020 through share repurchases] [added: 2021, comprised] of [added: dividends of] approximately [removed: $2] [added: $5.8] billion and [removed: dividends] [added: share repurchases] of approximately [removed: $5.5 billion.][added: $100 million.]

A summary of our common stock repurchases (in millions, except average price per share) during the fourth quarter of [removed: 2019] [added: 2020] is set forth in the table below.

| Period | [added: | |] Total Number of Shares Repurchased(a) | | | [removed: Average Price Paid Per] [added: | | | Average Price Paid Per] Share | | | | [added: | |] Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | | | [added: | | |] Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs | | |

[removed: | (a) | All] [added: (a)All] shares were repurchased in open market transactions pursuant to the $15 billion repurchase program authorized by our Board of Directors and publicly announced on February 13, 2018, which commenced on July 1, 2018 and will expire on June 30, 2021. [removed: Shares repurchased under this program may be repurchased in open market transactions, in privately negotiated transactions, in accelerated stock repurchase transactions or otherwise. |]

We have recently completed our share repurchase activity and do not expect to repurchase any additional shares for the balance of 2021.

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| 9/5/2020 | | | | | | | | | | | | | | | | | | | | | $ | 9,525 | |

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

| 9/6/2020 - 10/3/2020 | | | 1.0 | | | | | | $ | 134.59 | | | | | 1.0 | | | | | | (137) | | |

| | | | | | | | | | | | | | | | | | | | | | 9,388 | | |

| 10/4/2020 - 10/31/2020 | | | 0.9 | | | | | | $ | 138.83 | | | | | 0.9 | | | | | | (125) | | |

| | | | | | | | | | | | | | | | | | | | | | 9,263 | | |

| 11/1/2020 - 11/28/2020 | | | 0.9 | | | | | | $ | 141.82 | | | | | 0.9 | | | | | | (120) | | |

| | | | | | | | | | | | | | | | | | | | | | 9,143 | | |

| 11/29/2020 - 12/26/2020 | | | 0.4 | | | | | | $ | 144.83 | | | | | 0.4 | | | | | | (59) | | |

| Total | | | 3.2 | | | | | | $ | 139.04 | | | | | 3.2 | | | | | | $ | 9,084 | |

Shares repurchased under this program may be repurchased in open market transactions, in privately negotiated transactions, in accelerated stock repurchase transactions or otherwise.

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| 9/7/2019 | | | | | | | | | | | $ | 11,783 | |

| 9/8/2019 - 10/5/2019 | 1.5 | | | $ | 135.74 | | | 1.5 | | | (204 | | ) |

| | | | | | | | | | | | 11,579 | | |

| 10/6/2019 - 11/2/2019 | 1.3 | | | $ | 136.76 | | | 1.3 | | | (170 | | ) |

| | | | | | | | | | | | 11,409 | | |

| 11/3/2019 - 11/30/2019 | 1.5 | | | $ | 133.90 | | | 1.5 | | | (202 | | ) |

| | | | | | | | | | | | 11,207 | | |

| 12/1/2019 - 12/28/2019 | 0.9 | | | $ | 136.52 | | | 0.9 | | | (123 | | ) |

| Total | 5.2 | | | $ | 135.58 | | | 5.2 | | | $ | 11,084 | |

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Based on that evaluation, our management concluded that our internal control over financial reporting was effective as of December [removed: 28, 2019.][added: 26, 2020.]

(c) Changes in Internal Control over Financial Reporting. Except as discussed, there have been no changes in our internal control over financial reporting during our fourth quarter of [removed: 2019] [added: 2020] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

During our fourth quarter of [removed: 2019,] [added: 2020,] we continued migrating certain of our financial processing systems to an enterprise-wide systems solution.

[removed: In addition, in connection with our 2019 multi-year productivity plan, we continue] to migrate to shared business models across our operations to further simplify, harmonize and automate processes.

These transitions have not materially affected, and we do not expect [added: them to materially affect, our internal control over financial reporting.]

As permitted by SEC guidance, the scope of management’s assessment of the effectiveness of our internal control over financial reporting as of December 26, 2020 excluded Pioneer Foods and Be & Cheery, both acquired in 2020.

Pioneer Foods’ total assets and net revenue represented approximately 2.2% and 1.4%, respectively, of the consolidated total assets and net revenue of PepsiCo, Inc. as of and for the year ended December 26, 2020.

Be & Cheery’s total assets and net revenue represented approximately 1.1% and 0.4%, respectively, of the consolidated total assets and net revenue of PepsiCo, Inc. as of and for the year ended December 26, 2020.

In addition, in connection with our 2019 multi-year productivity plan, we continue

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them to materially affect, our internal control over financial reporting.

PART III

PART III

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: 2020] [added: 2021] Annual Meeting of Shareholders to be filed with the SEC within 120 days of the year ended December [removed: 28, 2019 (the] [added: 26,] 2020 [added: (the 2021] Proxy Statement) and is incorporated herein by reference.

Information on beneficial ownership reporting compliance will be contained under the caption “Ownership of PepsiCo Common Stock - Delinquent Section 16(a) Reports,” if applicable, in our [removed: 2020] [added: 2021] Proxy Statement and is incorporated herein by reference.

Information about the procedures by which security holders may recommend nominees to our Board of Directors can be found in our [removed: 2020] [added: 2021] Proxy Statement under the caption “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: 2020] [added: 2021] 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: 2020] [added: 2021] Proxy Statement under the captions [removed: “2019] [added: “2020] 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.

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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: 2020] [added: 2021] 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 [added: more than 5% of PepsiCo Common Stock is contained under the caption “Ownership of PepsiCo Common Stock” in our 2021 Proxy Statement and is incorporated herein by reference.]

more than 5% of PepsiCo Common Stock is contained under the caption “Ownership of PepsiCo Common Stock” in our 2020 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: 2020] [added: 2021] 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: 2020] [added: 2021] Proxy Statement under the caption “Ratification of Appointment of Independent Registered Public Accounting Firm – Audit and Other Fees” and is incorporated herein by reference.

| (a)1. | [added: | |] Financial Statements | [added: | |]

| | [added: | |] The following consolidated financial statements of PepsiCo, Inc. and its affiliates are included herein by reference to the pages indicated on the index appearing in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations”: | [added: | |]

| | [added: | |] Consolidated Statement of Income – Fiscal years ended December [added: 26, 2020, December] 28, [removed: 2019,] [added: 2019 and] December 29, 2018 [removed: and December 30, 2017] | [added: | |]

| | [added: | |] Consolidated Statement of Comprehensive Income – Fiscal years ended December [added: 26, 2020, December] 28, [removed: 2019,] [added: 2019 and] December 29, 2018 [removed: and December 30, 2017] | [added: | |]

| | [added: | |] Consolidated Statement of Cash Flows – Fiscal years ended December [added: 26, 2020, December] 28, [removed: 2019,] [added: 2019 and] December 29, 2018 [removed: and December 30, 2017] | [added: | |]

| | [added: | |] Consolidated Balance Sheet – December [removed: 28, 2019] [added: 26, 2020] and December [removed: 29, 2018] [added: 28, 2019] | [added: | |]

| | [added: | |] Consolidated Statement of Equity – Fiscal years ended December [added: 26, 2020, December] 28, [removed: 2019,] [added: 2019 and] December 29, 2018 [removed: and December 30, 2017] | [added: | |]

| | [added: | |] Notes to Consolidated Financial Statements, and | [added: | |]

| | [added: | |] Report of Independent Registered Public Accounting Firm. | [added: | |]

| (a)2. | [added: | |] Financial Statement Schedules | [added: | |]

| | [added: | |] These schedules are omitted because they are not required or because the information is set forth in the financial statements or the notes thereto. | [added: | |]

| (a)3. | [added: | |] Exhibits | [added: | |]

| | [added: | |] See Index to Exhibits. | [added: | |]

[Table](#i5cbfd9b3e6124297bb72c94e2d5e11b6_7) [of](#i5cbfd9b3e6124297bb72c94e2d5e11b6_7) [Contents](#i5cbfd9b3e6124297bb72c94e2d5e11b6_7)

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[Table](#i5cbfd9b3e6124297bb72c94e2d5e11b6_7) [of](#i5cbfd9b3e6124297bb72c94e2d5e11b6_7) [Contents](#i5cbfd9b3e6124297bb72c94e2d5e11b6_7)

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[Table](#i5cbfd9b3e6124297bb72c94e2d5e11b6_7) [of](#i5cbfd9b3e6124297bb72c94e2d5e11b6_7) [Contents](#i5cbfd9b3e6124297bb72c94e2d5e11b6_7)

| 3.1 | [added: | |] [Amended and Restated Articles of Incorporation of PepsiCo, Inc., effective as of May 1, 2019, which are incorporated herein by reference to Exhibit 3.1 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 3, 2019.](http://www.sec.gov/Archives/edgar/data/77476/000007747619000046/exhibit31articlesofinc.htm) | [added: | | | | |]

| 3.2 | [added: | |] [By-laws of PepsiCo, Inc., as amended and restated, effective as of [removed: January 11, 2016,] [added: April 15, 2020,] which are incorporated herein by reference to Exhibit 3.2 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on [removed: January 11, 2016.](http://www.sec.gov/Archives/edgar/data/77476/000110465916089161/a16-1365_1ex3d2.htm)] [added: April 16, 2020.](http://www.sec.gov/Archives/edgar/data/77476/000007747620000025/pepsicoincby-lawsamend.htm)] | [added: | | | | |]

| 4.1 | [added: | |] PepsiCo, Inc. agrees to furnish to the Securities and Exchange Commission, upon request, a copy of any instrument, not otherwise filed herewith, defining the rights of holders of long-term debt of PepsiCo, Inc. and its consolidated subsidiaries and for any of its unconsolidated subsidiaries for which financial statements are required to be filed with the Securities and Exchange Commission. | [added: | | | | |]

| 4.2 | [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, 2008.](http://www.sec.gov/Archives/edgar/data/77476/000095012308012878/y71809exv4w3.htm) | [added: | | | | |]

| 4.3 | [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, 2010.](http://www.sec.gov/Archives/edgar/data/77476/000095012310002313/y81499exv4w4.htm) | [added: | | | | |]

| 4.4 | [added: | |] [Form of [removed: 3.125%] [added: 4.875%] Senior Note due [removed: 2020,] [added: 2040,] which is incorporated herein by reference to Exhibit [removed: 4.2] [added: 4.3] to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 25, [removed: 2010.](http://www.sec.gov/Archives/edgar/data/77476/000095012310095596/y87267exv4w2.htm)] [added: 2010.](http://www.sec.gov/Archives/edgar/data/77476/000095012310095596/y87267exv4w3.htm)] | [added: | | | | |]

| [removed: 4.5] [added: 4.19] | [added: | |] [Form of [removed: 4.875%] [added: 2.375%] Senior Note due [removed: 2040,] [added: 2026,] which is incorporated herein by reference to Exhibit [removed: 4.3] [added: 4.5] to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October [removed: 25, 2010.](http://www.sec.gov/Archives/edgar/data/77476/000095012310095596/y87267exv4w3.htm)] [added: 6, 2016.](http://www.sec.gov/Archives/edgar/data/77476/000110465916149114/a16-18482_5ex4d5.htm)] | [added: | | | | |]

| [removed: 4.6] [added: 4.5] | [added: | |] [Form of 3.600% Senior Note 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, 2014.](http://www.sec.gov/Archives/edgar/data/77476/000110465914014923/a14-6261_3ex4d2.htm) | [added: | | | | |]

| [removed: 4.7] [added: 4.6] | [added: | |] [Form of 1.750% Senior Note 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, 2014.](http://www.sec.gov/Archives/edgar/data/77476/000110465914031301/a14-11218_1ex4d1.htm) | [added: | | | | |]

| [removed: 4.8] [added: 4.7] | [added: | |] [Form of 2.625% Senior Note 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, 2014.](http://www.sec.gov/Archives/edgar/data/77476/000110465914031301/a14-11218_1ex4d2.htm) | [added: | | | | |]

| [removed: 4.9] [added: 4.8] | [added: | |] [Form of 4.250% Senior Note 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, 2014.](http://www.sec.gov/Archives/edgar/data/77476/000110465914073055/a14-21385_4ex4d1.htm) | [added: | | | | |]

| 4.10 | [added: | |] [Form of [removed: 1.850%] [added: 3.100%] Senior Note due [removed: 2020,] [added: 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 [removed: April 30, 2015.](http://www.sec.gov/Archives/edgar/data/77476/000110465915032611/a15-10046_1ex4d3.htm)] [added: July 17, 2015.](http://www.sec.gov/Archives/edgar/data/77476/000110465915051710/a15-15727_1ex4d3.htm)] | [added: | | | | |]

| [removed: 4.11] [added: 4.9] | [added: | |] [Form of 2.750% Senior Note 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, 2015.](http://www.sec.gov/Archives/edgar/data/77476/000110465915032611/a15-10046_1ex4d4.htm) | [added: | | | | |]

| 4.12 | [added: | |] [Form of [removed: 3.100%] [added: 4.600%] Senior Note due [removed: 2022,] [added: 2045,] which is incorporated herein by reference to Exhibit [removed: 4.3] [added: 4.5] to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 17, [removed: 2015.](http://www.sec.gov/Archives/edgar/data/77476/000110465915051710/a15-15727_1ex4d3.htm)] [added: 2015.](http://www.sec.gov/Archives/edgar/data/77476/000110465915051710/a15-15727_1ex4d5.htm)] | [added: | | | | |]

| [removed: 4.13] [added: 4.11] | [added: | |] [Form of 3.500% Senior Note 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, 2015.](http://www.sec.gov/Archives/edgar/data/77476/000110465915051710/a15-15727_1ex4d4.htm) | [added: | | | | |]

| [removed: 4.14] [added: 4.13] | [added: | |] [Form of [removed: 4.600%] [added: 4.450%] Senior Note due [removed: 2045,] [added: 2046,] which is incorporated herein by reference to Exhibit [removed: 4.5] [added: 4.4] to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on [removed: July 17, 2015.](http://www.sec.gov/Archives/edgar/data/77476/000110465915051710/a15-15727_1ex4d5.htm)] [added: October 14, 2015.](http://www.sec.gov/Archives/edgar/data/77476/000110465915070645/a15-20899_1ex4d4.htm)] | [added: | | | | |]

| [removed: 4.15] [added: 4.14] | [added: | |] [Form of [removed: 2.150%] [added: 2.850%] Senior Note due [removed: 2020,] [added: 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 [removed: October 14, 2015.](http://www.sec.gov/Archives/edgar/data/77476/000110465915070645/a15-20899_1ex4d3.htm)] [added: February 24, 2016.](http://www.sec.gov/Archives/edgar/data/77476/000110465916099579/a16-4973_1ex4d3.htm)] | [added: | | | | |]

| [removed: 4.16] [added: 4.15] | [added: | |] [Form of 4.450% Senior Note 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 [removed: October 14, 2015.](http://www.sec.gov/Archives/edgar/data/77476/000110465915070645/a15-20899_1ex4d4.htm)] [added: February 24, 2016.](http://www.sec.gov/Archives/edgar/data/77476/000110465916099579/a16-4973_1ex4d4.htm)] | [added: | | | | |]

| [removed: 4.17] [added: 4.34] | [added: | |] [Form of [removed: 2.850%] [added: 2.750%] Senior Note due [removed: 2026,] [added: 2023,] 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 [removed: 24, 2016.](http://www.sec.gov/Archives/edgar/data/77476/000110465916099579/a16-4973_1ex4d3.htm)] [added: 28, 2013.](http://www.sec.gov/Archives/edgar/data/77476/000119312513084656/d493310dex43.htm)] | [added: | | | | |]

| 4.18 | [added: | |] [Form of [removed: 4.450%] [added: 1.700%] Senior Note due [removed: 2046,] [added: 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 [removed: February 24, 2016.](http://www.sec.gov/Archives/edgar/data/77476/000110465916099579/a16-4973_1ex4d4.htm)] [added: October 6, 2016.](http://www.sec.gov/Archives/edgar/data/77476/000110465916149114/a16-18482_5ex4d4.htm)] | [added: | | | | |]

| [removed: 4.19] [added: 4.16] | [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, 2016.](http://www.sec.gov/Archives/edgar/data/77476/000110465916133022/a16-11909_5ex4d1.htm) | [added: | | | | |]

| [removed: 4.20] [added: 4.17] | [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, 2016.](http://www.sec.gov/Archives/edgar/data/77476/000110465916149114/a16-18482_5ex4d2.htm) | [added: | | | | |]

| [removed: 4.21] [added: 4.20] | [added: | |] [Form of [removed: 1.700%] [added: 3.450%] Senior Note due [removed: 2021,] [added: 2046,] which is incorporated herein by reference to Exhibit [removed: 4.4] [added: 4.6] to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 6, [removed: 2016.](http://www.sec.gov/Archives/edgar/data/77476/000110465916149114/a16-18482_5ex4d4.htm)] [added: 2016.](http://www.sec.gov/Archives/edgar/data/77476/000110465916149114/a16-18482_5ex4d6.htm)] | [added: | | | | |]

| [removed: 4.22] [added: 4.23] | [added: | |] [Form of [removed: 2.375%] [added: 4.000%] Senior Note due [removed: 2026,] [added: 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 [removed: October 6, 2016.](http://www.sec.gov/Archives/edgar/data/77476/000110465916149114/a16-18482_5ex4d5.htm)] [added: May 2, 2017.](http://www.sec.gov/Archives/edgar/data/77476/000110465917028885/a17-9812_5ex4d5.htm)] | [added: | | | | |]

| [removed: 4.23] [added: 4.33] | [added: | |] [Form of [removed: 3.450%] [added: 2.500%] Senior Note due [removed: 2046,] [added: 2022,] which is incorporated herein by reference to Exhibit [removed: 4.6] [added: 4.1] to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October [removed: 6, 2016.](http://www.sec.gov/Archives/edgar/data/77476/000110465916149114/a16-18482_5ex4d6.htm)] [added: 30, 2012.](http://www.sec.gov/Archives/edgar/data/77476/000119312512441707/d425877dex41.htm)] | [added: | | | | |]

| [removed: 4.24] [added: 4.21] | [added: | |] [Form of Floating Rate Note 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) | [added: | | | | |]

| [removed: 4.25] [added: 4.22] | [added: | |] [Form of 2.250% Senior Note due 2022, 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 May 2, 2017.](http://www.sec.gov/Archives/edgar/data/77476/000110465917028885/a17-9812_5ex4d4.htm) | [added: | | | | |]

| [removed: 4.26] [added: 4.24] | [added: | |] [Form of [removed: 4.000%] [added: 2.150%] Senior Note due [removed: 2047,] [added: 2024,] which is incorporated herein by reference to Exhibit [removed: 4.5] [added: 4.1] to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May [removed: 2, 2017.](http://www.sec.gov/Archives/edgar/data/77476/000110465917028885/a17-9812_5ex4d5.htm)] [added: 4, 2017.](http://www.sec.gov/Archives/edgar/data/77476/000110465917029883/a17-9812_7ex4d1.htm)] | [added: | | | | |]

| [removed: 4.27] [added: 4.55] | [added: | |] [Form of [removed: 2.150%] [added: 0.250%] Senior Note 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 [removed: 4, 2017.](http://www.sec.gov/Archives/edgar/data/77476/000110465917029883/a17-9812_7ex4d1.htm)] [added: 6, 2020.](http://www.sec.gov/Archives/edgar/data/77476/000110465920057476/tm2015480d3_ex4-1.htm)] | [added: | | | | |]

| [removed: 4.28] [added: 4.25] | [added: | |] [Form of 2.000% Senior 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 10, 2017.](http://www.sec.gov/Archives/edgar/data/77476/000110465917061593/a17-21487_4ex4d2.htm) | [added: | | | | |]

| [removed: 4.29] [added: 4.26] | [added: | |] [Form of 3.000% Senior Note 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) | [added: | | | | |]

| [removed: 4.30] [added: 4.27] | [added: | |] [Board of Directors Resolutions Authorizing PepsiCo, Inc.’s Officers to Establish the Terms of the 5.50% Senior Notes due [removed: 2040, 3.125% Senior Notes due 2020 and] [added: 2040](http://www.sec.gov/Archives/edgar/data/77476/000119312510161855/dex41.htm) [and] 4.875% Senior Notes 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, 2010.](http://www.sec.gov/Archives/edgar/data/77476/000119312510161855/dex41.htm) | [added: | | | | |]

| [removed: 4.31] [added: 4.28] | [added: | |] [Board of Directors Resolutions Authorizing PepsiCo, Inc.’s Officers to Establish the Terms of the 3.000% Senior Notes due 2021, the 2.750% Senior Notes due 2022, the 4.000% Senior Notes due 2042, the 3.600% Senior Notes due 2042 and the 2.500% Senior Notes due 2022, which are 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 May 6, 2011.](http://www.sec.gov/Archives/edgar/data/77476/000095012311046737/y91154exv4w3.htm) | [added: | | | | |]

| [removed: 4.32] [added: 4.29] | [added: | |] [Form of 3.000% Senior 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 August 25, 2011.](http://www.sec.gov/Archives/edgar/data/77476/000095012311080167/y92481exv4w2.htm) | [added: | | | | |]

| [removed: 4.33] [added: 4.30] | [added: | |] [Form of 2.750% Senior Note 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 March 2, 2012.](http://www.sec.gov/Archives/edgar/data/77476/000119312512094508/d310880dex42.htm) | [added: | | | | |]

| [removed: 4.34] [added: 4.31] | [added: | |] [Form of 4.000% Senior Note due 2042, 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 March 2, 2012.](http://www.sec.gov/Archives/edgar/data/77476/000119312512094508/d310880dex43.htm) | [added: | | | | |]

| [removed: 4.35] [added: 4.32] | [added: | |] [Form of 3.600% Senior Note due 2042, 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 August 13, 2012.](http://www.sec.gov/Archives/edgar/data/77476/000119312512352477/d385664dex43.htm) | [added: | | | | |]

| [removed: 4.36] [added: 4.45] | [added: | |] [Form of [removed: 2.500%] [added: 2.875%] Senior Note due [removed: 2022,] [added: 2049,] 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 [removed: 30, 2012.](http://www.sec.gov/Archives/edgar/data/77476/000119312512441707/d425877dex41.htm)] [added: 9, 2019.](http://www.sec.gov/Archives/edgar/data/77476/000141057819001590/tv530785_ex4-1.htm)] | [added: | | | | |]

| [removed: 4.37] [added: 4.49] | [added: | |] [Form of 2.750% Senior Note due [removed: 2023,] [added: 2030,] 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 [removed: February 28, 2013.](http://www.sec.gov/Archives/edgar/data/77476/000119312513084656/d493310dex43.htm)] [added: March 19, 2020.](http://www.sec.gov/Archives/edgar/data/77476/000110465920035907/tm2013070d1_ex4-3.htm)] | [added: | | | | |]

| [removed: 4.38] [added: 4.35] | [added: | |] [Form of 7.00% Senior Note due 2029, Series A, 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 November 8, 2018.](http://www.sec.gov/Archives/edgar/data/77476/000110465918067008/a18-39673_1ex4d3.htm) | [added: | | | | |]