PepsiCo (PEP) 10-K risk factor changes: FY2021 vs FY2020

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

[removed: Authorities] [added: Numerous measures have been implemented] around the world [removed: have implemented numerous measures] to try to reduce the spread of the virus and [removed: such] [added: these] measures have impacted and continue to impact us, our business partners and consumers.

[removed: [Table](#i5cbfd9b3e6124297bb72c94e2d5e11b6_7) [of](#i5cbfd9b3e6124297bb72c94e2d5e11b6_7) [Contents](#i5cbfd9b3e6124297bb72c94e2d5e11b6_7)][added: [Table of](#i92ddc1325ca4423e9e7813adbb5a639f_7) [Contents](#i92ddc1325ca4423e9e7813adbb5a639f_7)]

We also [added: have seen and could] continue to see shifts in product and channel preferences, [removed: particularly] [added: including] an increase in demand in the e-commerce channel, which has impacted and could continue to impact our sales and profitability.

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, [added: absenteeism,] quarantine, [added: vaccine mandates,] 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 [removed: materials] [added: materials, packaging] or other [removed: supplies, including personal protective equipment or sanitization products,] [added: supplies] can negatively impact our business.

We have also incurred, and [removed: expect to] [added: could] 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, [added: and cost inflation in commodities, packaging, transportation and other input costs,] which have negatively impacted and may continue to negatively impact our profitability.

The impact of COVID-19 has heightened, or in some cases manifested, certain of the other risks discussed [removed: herein.][added: below.]

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 [added: emergence and spread of new variants of the virus, including the omicron and delta variants, the] development and availability of effective treatments and vaccines, [added: the speed at which vaccines are administered, the efficacy of vaccines against the virus and evolving strains or variants of the virus,] 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.

Demand for our products depends in part on our ability to [added: innovate and] 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 [removed: 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 [removed: products.][added: products or packaging, including due to the results of third-party studies (whether or not scientifically valid).]

[removed: 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 [removed: media,] [added: media or assets,] and the perception of our use, and the use of social media.

[added: Any inability on our part to anticipate] 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 [removed: operations] [added: operations, including our supply chain,] 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, [removed: social,] business and [removed: environmental] [added: environmental, social and governance] practices, including with respect to human rights, child labor [removed: laws] [added: laws, diversity, equity] and [added: inclusion,] workplace conditions and employee health and safety; any failure to achieve our [removed: sustainability] [added: environmental, social and governance] goals, including with respect to the nutrition profile of our products, [added: diversity, equity and inclusion initiatives,] packaging, water use and our impact on the environment; any failure to address health concerns about our [added: products,] products [added: we distribute,] or particular ingredients in our products, including concerns regarding whether certain of our products contribute to [removed: obesity;] [added: obesity or an increase in public health costs;] 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 [removed: programs and] [added: programs,] use of social [removed: media;] [added: media and our response to political and social issues] or [added: catastrophic events; or] any failure to effectively respond to negative or inaccurate comments about us on social media or otherwise regarding any of the foregoing.

[removed: Issues] [added: Product recalls] or [added: other issues or] concerns with respect to product quality and safety can adversely affect our business.

[removed: Product] [added: In addition, product] quality or safety issues, [removed: including alleged mislabeling, misbranding, spoilage, undeclared allergens, adulteration or contamination,] whether as a result of failure to comply with food safety laws or otherwise, have in the past and could in the future [added: also] reduce consumer confidence and demand for our products, cause production and delivery disruptions, [removed: require product recalls] and result in increased costs (including payment of fines and/or judgments) and damage our reputation, [added: particularly as we expand into new categories, such as nuts and meat convenient foods globally and the distribution of alcoholic beverages in the United States,] all of which can adversely affect our business.

Our products compete against products of international [removed: beverage, food] [added: beverage] and [removed: snack] [added: convenient food] companies that, like us, operate in multiple geographies, as well as regional, local and private label and economy 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 locally sourced products.

Our business can be adversely affected if we are unable to effectively promote or develop our existing products or introduce [added: and effectively market] new products, if [added: we are unable to effectively adopt new technologies, including artificial intelligence and data analytics to develop new commercial insights and improve operating efficiencies, if we are unable to continuously strengthen and evolve] our [added: capabilities in digital marketing, if our] competitors spend more aggressively than we do or if we are otherwise unable to effectively respond to [added: supply disruptions,] pricing pressure [added: (including as a result of commodity inflation)] or [added: otherwise] 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.

Any unplanned [removed: turnover] [added: turnover, sustained labor shortage] or unsuccessful implementation of our succession plans to backfill current leadership positions, including the Chief Executive Officer, or failure to attract, develop and maintain a highly skilled and diverse workforce, including with key capabilities such as e-commerce and digital marketing and data analytic skills, can deplete our institutional knowledge base, erode our competitive advantage or result in increased costs due to increased competition for employees, higher employee turnover or increased employee benefit costs.

Lack of available water of acceptable quality, increasing focus by governmental and non-governmental organizations, investors, customers and consumers on water scarcity and increasing pressure to conserve and replenish water in areas of scarcity and [removed: stress] [added: stress, including due to the effects of climate change,] may lead to: supply chain disruption; adverse effects on our operations or the operations of our business partners; higher compliance costs; capital expenditures (including investments in the development of technologies to enhance water efficiency and reduce consumption); higher production costs, including less favorable pricing for water; the interruption or cessation of operations at, or relocation of, our facilities or the facilities of our business partners; failure to achieve our [removed: sustainability] goals relating to water use; perception of our failure to act responsibly with respect to water use or to effectively respond to legal or regulatory requirements concerning water scarcity; or damage to our reputation, any of which can adversely affect our business.

The retail landscape continues to evolve, including [removed: rapid] [added: continued] growth in e-commerce channels and hard discounters.

Our business can be adversely affected if e-commerce channels and hard discounters take significant additional market share away from traditional retailers or we fail to find ways to create [removed: more powerful] [added: increasingly better] digital tools and capabilities for our retail customers to enable them to grow their businesses.

Some raw materials and supplies, including packaging [removed: materials such as recycled PET,] [added: materials,] are available only from a limited number of suppliers or from a sole supplier or are in short supply when seasonal demand is at its peak.

The raw materials and other supplies, including agricultural [removed: commodities] [added: commodities, fuel] and [removed: fuel,] [added: packaging materials, such as recycled PET, transportation, labor and other supply chain inputs] that we use for the manufacturing, production and distribution of our products are subject to price volatility and fluctuations in availability caused by many factors, including changes in supply and demand, [added: supplier capacity constraints, inflation,] weather conditions (including potential effects of climate change), fire, natural disasters, disease or pests (including the impact of greening disease on the citrus industry), agricultural uncertainty, health epidemics or pandemics or other contagious [removed: outbreaks,] [added: outbreaks (including COVID-19), labor shortages (including the lack of availability of truck drivers or as a result of COVID-19), strikes or work stoppages,] governmental incentives and controls (including import/export restrictions, such as new or increased tariffs, sanctions, quotas or trade barriers), [added: port congestions or delays, transport capacity constraints, cybersecurity incidents or other disruptions, loss or impairment of key manufacturing sites,] political uncertainties, acts of terrorism, governmental instability or currency exchange rates.

Many of our raw materials and supplies are purchased in the open [removed: market.][added: market and the prices we pay for such items are subject to fluctuation.]

[removed: If price changes result in unexpected or significant increases in the costs of any raw materials or other supplies, we may] be unwilling or unable to increase our product prices or unable to effectively hedge against price increases to offset these increased costs without suffering reduced volume, revenue, margins and operating results.

The results of elections, referendums or other political conditions (including government [removed: shutdowns)] [added: shutdowns or hostilities between countries)] in these [removed: markets, including the United Kingdom’s withdrawal from the European Union,] [added: markets] have in the past and could continue to impact how existing laws, regulations and government programs or policies are implemented or result in uncertainty as to how such laws, regulations, programs or policies may change, including with respect to tariffs, sanctions, environmental and climate change 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 products, any of which can adversely affect our business.

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

[added: Our business in these markets has been and could continue in the future to be impacted by economic, political and social conditions; acts of war, terrorist acts, and civil unrest, including demonstrations and protests; competition; tariffs, sanctions or other regulations restricting contact with] certain countries in these markets; foreign ownership restrictions; nationalization of our assets or the assets of our business partners; government-mandated closure, or threatened closure, of our operations or the operations of our business partners; restrictions on the import or export of our products or ingredients or substances used in our products; highly inflationary economies; devaluation or 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 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 laws and regulations.

[removed: Many of the jurisdictions in] which [removed: our products are sold] have [removed: experienced] and could continue to [removed: experience uncertain or unfavorable economic conditions, such as recessions or economic slowdowns, which have and could continue to] result in adverse changes in interest rates, tax laws or tax rates; [added: inflation;] volatile commodity markets; [added: labor shortages;] highly inflationary economies, devaluation, fluctuation or [removed: demonetization;] [added: demonetization of currency;] contraction in the availability of credit; [removed: demonetization,] austerity or stimulus measures; the effects of any default by or deterioration in the creditworthiness of the countries in which our products are sold; 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.

We depend on information systems and technology, including public websites and cloud-based services, for many activities important to our business, including communications within our company, interfacing with customers and consumers; ordering and managing inventory; managing and operating our facilities; protecting confidential [removed: information;] [added: information, including personal data we collect;] maintaining accurate financial records and complying with regulatory, financial reporting, legal and tax requirements.

Cyberattacks and other cyber incidents are occurring more frequently, [added: the techniques used to gain access to information technology systems and data, disable or degrade service or sabotage systems] are constantly evolving [removed: in nature, are] [added: and] becoming more sophisticated [added: in nature] and are being carried out by groups and individuals with a wide range of expertise and motives.

Cyberattacks and cyber incidents [added: may be difficult to detect for periods of time and] take many forms including cyber extortion, denial of service, social engineering, introduction of viruses or [removed: malware,] [added: malware (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 compromise.

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

[removed: If] [added: In addition, if] we do not [added: continue to] allocate and effectively manage the resources necessary to [removed: continue to] build and [removed: maintain our] [added: sustain the proper] information technology infrastructure, or if [added: we fail to achieve the expected benefits from this initiative, our business could be adversely affected.]

Similar risks exist with respect to third-party providers, including [added: suppliers, software and] cloud-based service 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 the systems managed, hosted, provided and/or used by such third parties and their vendors.

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

While we devote significant resources to network security, disaster recovery, employee training and other [removed: security] measures to [removed: protect] [added: secure] our [added: information technology] systems and [added: prevent unauthorized access to or loss of] data, there are no [removed: assurances] [added: guarantees] that [removed: such measures] [added: they] will [removed: protect us] [added: be adequate to safeguard] against all cyber [removed: incidents or] [added: incidents,] systems [removed: disruptions.][added: disruptions, system compromises or misuses of data.]

The success of these [removed: transactions] [added: transactions, including the recent completion of the Juice Transaction,] is dependent upon, among other things, our ability to realize the full extent of the expected returns, benefits, cost savings or synergies as a result of a transaction, within the anticipated time frame, or at all; [added: and] receipt of necessary consents, clearances and [removed: approvals; and diversion of management’s attention from day-to-day operations.][added: approvals.]

In addition, we and our business partners may also continue to see adverse impacts to our supply chain as a result of COVID-19 through raw material, packaging or other supply shortages, labor shortages or reduced availability of air or other commercial transport, port congestion and closures or border restrictions, any of which can impact our business.

Consumer

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We have and could in the future recall products due to product quality or safety issues, including actual or alleged mislabeling, misbranding, spoilage, undeclared allergens, adulteration or contamination.

Product recalls have in the past and could in the future adversely affect our business by resulting in losses due to their cost, the destruction of product inventory or lost sales due to any unavailability of the product for a period of time.

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Water is also essential to the production of the raw materials needed in our manufacturing process.

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Disruption of our manufacturing operations or supply chain, including increased commodity, packaging, transportation, labor and other input costs, can adversely affect our business.

We have experienced and could continue to experience disruption in our manufacturing operations and supply chain.

Any sustained or significant disruption to the manufacturing or sourcing of products or materials could increase our costs and interrupt product supply, which can adversely impact our business.

We experienced higher than anticipated commodity, packaging and transportation costs during 2021, which may continue.

When input prices increase unexpectedly or significantly, we may

[Table of](#i92ddc1325ca4423e9e7813adbb5a639f_7) [Contents](#i92ddc1325ca4423e9e7813adbb5a639f_7)

Many of the jurisdictions in which our products are sold have experienced and could continue to experience uncertain or unfavorable economic conditions, such as recessions or economic slowdowns,

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If we do not allocate and effectively manage the resources necessary to continue building and maintaining our information technology infrastructure, or if we fail to timely identify or appropriately respond to cyberattacks or other cyber incidents, our business has been and can continue to be adversely affected, which has resulted in and can continue to result in some or all of the following: transaction errors, processing inefficiencies, inability to access our data or systems, lost revenues or other costs resulting from disruptions or shutdowns of offices, plants, warehouses, distribution centers or other facilities, intellectual property or other data loss, litigation, claims, legal or regulatory proceedings, inquiries or investigations, fines or penalties, remediation costs, damage to our reputation or a negative impact on employee morale and the loss of current or potential customers.

For example, malicious actors have employed and could continue to employ the information technology supply chain to introduce malware through software updates or compromised supplier accounts or hardware.

As a result, we are subject to the risk that

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[Table of](#i92ddc1325ca4423e9e7813adbb5a639f_7) [Contents](#i92ddc1325ca4423e9e7813adbb5a639f_7)

damage to our reputation or have a negative impact on employee morale, all of which can adversely affect our business.

We have experienced and could continue to experience systems outages and operating inefficiencies following these planned implementations.

Also, there is an increased focus in many jurisdictions in which our products are made, manufactured, distributed or sold regarding environmental policies relating to climate change, regulating greenhouse gas emissions, energy policies and sustainability, including single-use plastics.

[Table of](#i92ddc1325ca4423e9e7813adbb5a639f_7) [Contents](#i92ddc1325ca4423e9e7813adbb5a639f_7)

employee attrition, an inability to attract or retain key personnel and negative publicity.

For example, certain provinces in Canada enacted a flat tax on all sugar-sweetened beverages, effective

[Table of](#i92ddc1325ca4423e9e7813adbb5a639f_7) [Contents](#i92ddc1325ca4423e9e7813adbb5a639f_7)

September 1, 2022, at a rate of 0.20 Canadian dollars (0.16 U.S. dollars) per liter.

For example, Argentina and Colombia enacted warning labeling requirements in 2021 to indicate whether a particular pre-packaged food or beverage product is considered to be high in sugar, sodium or saturated fat.

We rely on diverse packaging solutions to safely deliver products to our customers and consumers.

Our efforts to comply with these laws and

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For example, numerous countries have recently agreed to a statement in support of a global minimum tax rate of 15% as well as global profit reallocation.

There can be no assurance that these changes will be adopted by individual countries, or that once adopted by individual countries, that they will not have adverse effects on our financial performance.

Also, in the course of developing new products or improving the quality of existing products, we have in the past infringed or been alleged to have infringed, and could in the future infringe or be alleged to infringe, on the intellectual property rights of others.

Such infringement or allegations of infringement could result in expensive litigation and damages, damage to our reputation, disruption to our operations, injunctions against development, manufacturing, use and/or sale of certain products, inventory write-offs or other limitations on our ability to introduce new products or improve the quality of existing products, resulting in an adverse effect on our business.

[Table of](#i92ddc1325ca4423e9e7813adbb5a639f_7) [Contents](#i92ddc1325ca4423e9e7813adbb5a639f_7)

contains genetically engineered ingredients), quality, safety, transportation, traceability, sourcing (including pesticide use), packaging, disposal, recycling and use of our products or raw materials, employment and occupational health and safety, environmental, social and governance matters (including climate change) and data privacy and protection.

For example, increasing governmental and societal attention to environmental, social and governance matters has resulted and could continue to result in new laws or regulatory requirements.

COVID-19 Risks

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.

Any inability on our part to anticipate

Disruption of our supply chain may adversely affect our business.

The prices we pay for such items are subject to fluctuation.

Our business in these markets has been and could continue in the future to be impacted by economic, political and social conditions; acts of war, terrorist acts, and civil unrest, including demonstrations and protests; competition; tariffs, sanctions or other regulations restricting contact with

we fail to timely identify or appropriately respond to cyberattacks or other cyber incidents, our business can be adversely affected, resulting in transaction errors, processing inefficiencies, data loss, legal claims or proceedings, regulatory penalties, and the loss of sales and customers.

continue to result in our inability to achieve the expected cost savings or efficiencies and result in additional costs to correct errors made by such service providers.

If we do not allocate and effectively manage the resources necessary to build and sustain the proper information technology infrastructure, or if we fail to achieve the expected benefits from this initiative, our business could be adversely affected.

result of these initiatives, we may not realize all or any of the anticipated benefits, resulting in adverse effects on our financial performance.

For example, Poland enacted a graduated tax on all sweetened beverages, effective January 1, 2021, at a rate of PLN 0.5 (USD 0.12) per liter for drinks with a sugar (or other sweetener) content of up to 5g per 100ml and an additional PLN 0.05 (USD 0.01) for each gram of sugar (or other sweetener) over 5g.

of our products, reduce overall consumption of our products or lead to negative publicity, resulting in an adverse effect on our business and financial performance.

For example, Mexico has imposed a stop-sign labeling scheme to signal the presence of non-caloric sweeteners and caffeine in pre-packaged foods and non-alcoholic beverages.

Also, if, in the course of developing new products or improving the quality of existing products, we are found to have infringed on the intellectual property rights of others, directly or indirectly, such finding can damage our reputation and limit our ability to introduce new products or improve the quality of existing products, resulting in an adverse effect on our business.

| Executive Overview | | | [removed: [29](#i5cbfd9b3e6124297bb72c94e2d5e11b6_85)] [added: [30](#i92ddc1325ca4423e9e7813adbb5a639f_85)] | | |

| Our Operations | | | [removed: [30](#i5cbfd9b3e6124297bb72c94e2d5e11b6_88)] [added: [31](#i92ddc1325ca4423e9e7813adbb5a639f_88)] | | |

| Other Relationships | | | [removed: [30](#i5cbfd9b3e6124297bb72c94e2d5e11b6_91)] [added: [31](#i92ddc1325ca4423e9e7813adbb5a639f_91)] | | |

| Our Business Risks | | | [removed: [30](#i5cbfd9b3e6124297bb72c94e2d5e11b6_94)] [added: [31](#i92ddc1325ca4423e9e7813adbb5a639f_94)] | | |

| Results of Operations – Consolidated Review | | | [removed: [35](#i5cbfd9b3e6124297bb72c94e2d5e11b6_97)] [added: [36](#i92ddc1325ca4423e9e7813adbb5a639f_97)] | | |

| Results of Operations – Division Review | | | [removed: [37](#i5cbfd9b3e6124297bb72c94e2d5e11b6_100)] [added: [38](#i92ddc1325ca4423e9e7813adbb5a639f_100)] | | |

| FLNA | | | [removed: [39](#i5cbfd9b3e6124297bb72c94e2d5e11b6_109)] [added: [40](#i92ddc1325ca4423e9e7813adbb5a639f_109)] | | |

| QFNA | | | [removed: [39](#i5cbfd9b3e6124297bb72c94e2d5e11b6_112)] [added: [40](#i92ddc1325ca4423e9e7813adbb5a639f_112)] | | |

| PBNA | | | [removed: [39](#i5cbfd9b3e6124297bb72c94e2d5e11b6_115)] [added: [40](#i92ddc1325ca4423e9e7813adbb5a639f_115)] | | |

| LatAm | | | [removed: [40](#i5cbfd9b3e6124297bb72c94e2d5e11b6_118)] [added: [41](#i92ddc1325ca4423e9e7813adbb5a639f_118)] | | |

| Europe | | | [removed: [40](#i5cbfd9b3e6124297bb72c94e2d5e11b6_121)] [added: [41](#i92ddc1325ca4423e9e7813adbb5a639f_121)] | | |

| AMESA | | | [removed: [41](#i5cbfd9b3e6124297bb72c94e2d5e11b6_124)] [added: [42](#i92ddc1325ca4423e9e7813adbb5a639f_124)] | | |

| APAC | | | [removed: [41](#i5cbfd9b3e6124297bb72c94e2d5e11b6_127)] [added: [42](#i92ddc1325ca4423e9e7813adbb5a639f_127)] | | |

| Results of Operations – Other Consolidated Results | | | [removed: [42](#i5cbfd9b3e6124297bb72c94e2d5e11b6_130)] [added: [43](#i92ddc1325ca4423e9e7813adbb5a639f_130)] | | |

| Non-GAAP Measures | | | [removed: [42](#i5cbfd9b3e6124297bb72c94e2d5e11b6_133)] [added: [43](#i92ddc1325ca4423e9e7813adbb5a639f_133)] | | |

| Items Affecting Comparability | | | [removed: [44](#i5cbfd9b3e6124297bb72c94e2d5e11b6_136)] [added: [46](#i92ddc1325ca4423e9e7813adbb5a639f_136)] | | |

| Our Liquidity and Capital Resources | | | [removed: [47](#i5cbfd9b3e6124297bb72c94e2d5e11b6_160)] [added: [49](#i92ddc1325ca4423e9e7813adbb5a639f_154)] | | |

| Return on Invested Capital | | | [removed: [51](#i5cbfd9b3e6124297bb72c94e2d5e11b6_166)] [added: [52](#i92ddc1325ca4423e9e7813adbb5a639f_160)] | | |

| OUR CRITICAL ACCOUNTING [removed: POLICIES] [added: POLICIES AND ESTIMATES] | | | | | |

| Goodwill and Other Intangible Assets | | | [removed: [53](#i5cbfd9b3e6124297bb72c94e2d5e11b6_175)] [added: [54](#i92ddc1325ca4423e9e7813adbb5a639f_169)] | | |

| Income Tax Expense and Accruals | | | [removed: [54](#i5cbfd9b3e6124297bb72c94e2d5e11b6_178)] [added: [55](#i92ddc1325ca4423e9e7813adbb5a639f_172)] | | |

| Pension and Retiree Medical Plans | | | [removed: [55](#i5cbfd9b3e6124297bb72c94e2d5e11b6_181)] [added: [56](#i92ddc1325ca4423e9e7813adbb5a639f_175)] | | |

| [removed: Consolidated Statement of Income] [added: CONSOLIDATED STATEMENT OF INCOME] | | | [removed: [58](#i5cbfd9b3e6124297bb72c94e2d5e11b6_187)] [added: [59](#i92ddc1325ca4423e9e7813adbb5a639f_181)] | | |

| [removed: Consolidated Statement of Comprehensive Income] [added: CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME] | | | [removed: [59](#i5cbfd9b3e6124297bb72c94e2d5e11b6_190)] [added: [60](#i92ddc1325ca4423e9e7813adbb5a639f_184)] | | |

| [removed: Consolidated Statement of Cash Flows] [added: CONSOLIDATED STATEMENT OF CASH FLOWS] | | | [removed: [60](#i5cbfd9b3e6124297bb72c94e2d5e11b6_193)] [added: [61](#i92ddc1325ca4423e9e7813adbb5a639f_187)] | | |

| [removed: Consolidated Balance Sheet] [added: CONSOLIDATED BALANCE SHEET] | | | [removed: [62](#i5cbfd9b3e6124297bb72c94e2d5e11b6_196)] [added: [63](#i92ddc1325ca4423e9e7813adbb5a639f_190)] | | |

| [removed: Consolidated Statement of Equity] [added: CONSOLIDATED STATEMENT OF EQUITY] | | | [removed: [63](#i5cbfd9b3e6124297bb72c94e2d5e11b6_202)] [added: [64](#i92ddc1325ca4423e9e7813adbb5a639f_196)] | | |

| [removed: Notes to Consolidated Financial Statements] [added: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS] | | | | | |

| Note 1 – Basis of Presentation and Our Divisions | | | [removed: [64](#i5cbfd9b3e6124297bb72c94e2d5e11b6_208)] [added: [65](#i92ddc1325ca4423e9e7813adbb5a639f_202)] | | |

| Note 2 – Our Significant Accounting Policies | | | [removed: [68](#i5cbfd9b3e6124297bb72c94e2d5e11b6_214)] [added: [70](#i92ddc1325ca4423e9e7813adbb5a639f_208)] | | |

| Note 3 – Restructuring and Impairment Charges | | | [removed: [72](#i5cbfd9b3e6124297bb72c94e2d5e11b6_223)] [added: [73](#i92ddc1325ca4423e9e7813adbb5a639f_214)] | | |

| Note 4 – Intangible Assets | | | [removed: [76](#i5cbfd9b3e6124297bb72c94e2d5e11b6_226)] [added: [75](#i92ddc1325ca4423e9e7813adbb5a639f_217)] | | |

| Note 5 – Income Taxes | | | [removed: [78](#i5cbfd9b3e6124297bb72c94e2d5e11b6_232)] [added: [78](#i92ddc1325ca4423e9e7813adbb5a639f_223)] | | |

| Note 6 – Share-Based Compensation | | | [removed: [82](#i5cbfd9b3e6124297bb72c94e2d5e11b6_235)] [added: [81](#i92ddc1325ca4423e9e7813adbb5a639f_226)] | | |

| Note 7 – Pension, Retiree Medical and Savings Plans | | | [removed: [86](#i5cbfd9b3e6124297bb72c94e2d5e11b6_241)] [added: [85](#i92ddc1325ca4423e9e7813adbb5a639f_232)] | | |

| Note 8 – Debt Obligations | | | [removed: [92](#i5cbfd9b3e6124297bb72c94e2d5e11b6_247)] [added: [92](#i92ddc1325ca4423e9e7813adbb5a639f_238)] | | |

| Note 9 – Financial Instruments | | | [removed: [94](#i5cbfd9b3e6124297bb72c94e2d5e11b6_253)] [added: [94](#i92ddc1325ca4423e9e7813adbb5a639f_244)] | | |

| Note 10 – Net Income Attributable to PepsiCo per Common Share | | | [removed: [99](#i5cbfd9b3e6124297bb72c94e2d5e11b6_259)] [added: [99](#i92ddc1325ca4423e9e7813adbb5a639f_247)] | | |

[removed: | Note 12 –] [added: Note 11 —] Accumulated Other Comprehensive Loss Attributable to [removed: PepsiCo | | | [100](#i5cbfd9b3e6124297bb72c94e2d5e11b6_265) | | |][added: PepsiCo]

| Note [removed: 13] [added: 12] – Leases | | | [removed: [101](#i5cbfd9b3e6124297bb72c94e2d5e11b6_268)] [added: [101](#i92ddc1325ca4423e9e7813adbb5a639f_256)] | | |

| Revenue Recognition | | | [53](#i92ddc1325ca4423e9e7813adbb5a639f_166) | | |

| GLOSSARY | | | [112](#i92ddc1325ca4423e9e7813adbb5a639f_271) | | |

To meet the challenges of today – and those of tomorrow – we are driven by an approach called PepsiCo Positive (pep+).

pep+ is a strategic end-to-end transformation of our business, with sustainability at the center of how the company will strive to create growth and value by operating within planetary boundaries and inspiring positive change for the planet and people.

pep+ will guide how we will work to transform our business operations, from sourcing ingredients and making and selling products in a more sustainable way, to leveraging our more than one billion connections with consumers each day to take sustainability mainstream and engage people to make choices that are better for themselves and the planet.

pep+ drives action and progress across three key pillars, bringing together a number of industry-leading 2030 sustainability goals under a comprehensive framework:

- Positive Agriculture: We are working to spread regenerative practices to restore the Earth across land equal to the company's entire agricultural footprint (approximately 7 million acres), sustainably source key crops and ingredients, and improve the livelihoods of more people in our agricultural supply chain.

- Positive Value Chain: We are working to build a circular and inclusive value chain through actions to: achieve net-zero emissions by 2040; become net water positive by 2030; and introduce more sustainable packaging into the value chain.

Our packaging goals include cutting virgin plastic per serving, using recycled content in our plastic packaging, and scaling our SodaStream business globally, an innovative platform that almost entirely eliminates the need for beverage packaging, among other levers.

Additionally, we are making progress on our diversity, equity and inclusion journey.

And we have introduced a new global workforce volunteering program, One Smile at a

Time, to encourage, support and empower each one of our approximately 309,000 employees to make positive impacts in their local communities.

- Positive Choices: We continue working to evolve our portfolio of beverage and convenient food products so that they are better for the planet and people, including by incorporating more diverse ingredients in both new and existing food products that are better for the planet and/or deliver nutritional benefits, prioritizing chickpeas, plant-based proteins and whole grains; expanding our position in the nuts & seeds category, where PepsiCo is already the global branded leader, including leadership positions in Mexico, China and several Western European markets; and accelerating our reduction of added sugars and sodium through the use of science-based targets across our portfolio and cooking our food offerings with healthier oils.

We are also continuing to scale new business models that require little or no single-use packaging, including SodaStream – an icon of a Positive Choice and the largest sparkling water brand in the world by volume.

SodaStream, already sold in more than 40 countries, and its new SodaStream Professional platform is expected to expand into functional beverages and reach additional markets by the end of 2022, part of the brand's effort to help consumers avoid plastic bottles.

[Table of](#i92ddc1325ca4423e9e7813adbb5a639f_7) [Contents](#i92ddc1325ca4423e9e7813adbb5a639f_7)

[Table of](#i92ddc1325ca4423e9e7813adbb5a639f_7) [Contents](#i92ddc1325ca4423e9e7813adbb5a639f_7)

Risks Associated with Commodities and Our Supply Chain

Many of the commodities used in the production and transportation of our products are purchased in the open market.

The prices we pay for such items are subject to fluctuation, and we manage this risk through the use of fixed-price contracts and purchase orders, pricing agreements and derivative instruments, including swaps and futures.

During 2021, we experienced higher than anticipated transportation and commodity costs, which we expect to continue in 2022.

A number of external factors, including the COVID-19 pandemic, adverse weather conditions, supply chain disruptions (including raw material shortages) and labor shortages, have impacted and may continue to impact transportation and commodity availability and costs.

When prices increase, we may or may not pass on such increases to our customers without suffering reduced volume, revenue, margins and operating results.

Risks Associated with Climate Change

Certain jurisdictions in which our products are made, manufactured, distributed or sold have either imposed, or are considering imposing, new or increased legal and regulatory requirements to reduce or mitigate the potential effects of climate change, including regulation of greenhouse gas emissions and potential carbon pricing programs.

These new or increased legal or regulatory requirements could result in significant increased costs of compliance and additional investments in facilities and equipment.

However, we are unable to predict the scope, nature and timing of any new or increased environmental laws and regulations and therefore cannot predict the ultimate impact of such laws and regulations on our business or financial results.

We continue to monitor existing and proposed laws and regulations in the jurisdictions in which our products are made, manufactured, distributed and sold and to consider actions we may take to potentially mitigate the unfavorable impact, if any, of such laws or regulations.

[Table of](#i92ddc1325ca4423e9e7813adbb5a639f_7) [Contents](#i92ddc1325ca4423e9e7813adbb5a639f_7)

encourage waste reduction and increased recycling rates or facilitate the waste management process or restrict the sale of products in certain packaging.

[Table of](#i92ddc1325ca4423e9e7813adbb5a639f_7) [Contents](#i92ddc1325ca4423e9e7813adbb5a639f_7)

Risk Factors” for further discussion of our market risks.

[Table of](#i92ddc1325ca4423e9e7813adbb5a639f_7) [Contents](#i92ddc1325ca4423e9e7813adbb5a639f_7)

[Table of](#i92ddc1325ca4423e9e7813adbb5a639f_7) [Contents](#i92ddc1325ca4423e9e7813adbb5a639f_7)

Beverage volume also includes volume of finished products bearing company-owned or licensed trademarks sold by our noncontrolled affiliates.

| Operating margin | | | 14.0 | | % | | | | 14.3 | | % | | | | (0.3) | | |

The operating margin decline primarily reflects higher commodity costs.

Additionally, lower acquisition and divestiture-related charges included in “Items Affecting Comparability” contributed 3 percentage points to operating profit growth.

Juice Transaction

In the first quarter of 2022, we sold our Tropicana, Naked and other select juice brands to PAI Partners, while retaining a 39% noncontrolling interest in a newly formed joint venture that will operate across North America and Europe.

| | | | | | |

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

| Revenue Recognition | | | [52](#i5cbfd9b3e6124297bb72c94e2d5e11b6_172) | | |

| Note 11 – Preferred Stock | | | [99](#i5cbfd9b3e6124297bb72c94e2d5e11b6_262) | | |

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

Everything we do is driven by an approach we call Winning with Purpose.

Winning with Purpose is our guide for achieving accelerated, sustainable growth that includes our mission, to Create More Smiles with Every Sip and Every Bite; our vision, to Be the Global Leader in Convenient Foods and Beverages by Winning with Purpose; and The PepsiCo Way, seven behaviors that define our shared culture.

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.

- 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.

Coronavirus Aid, Relief, and Economic Security Act (CARES Act)

The CARES Act was enacted on March 27, 2020 in the United States.

The CARES Act and related notices include several significant provisions, such as delaying certain payroll tax payments, mandatory transition tax payments under the Tax Cuts and Jobs Act (TCJ Act) and estimated income tax payments.

The CARES Act did not have a material impact on our financial results in 2020, including on our annual estimated effective tax rate or on our liquidity.

Tax Cuts and Jobs Act

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

The related provisional measurement period allowed by the SEC ended in the fourth quarter of 2018.

While our accounting for the recorded impact of the TCJ Act was deemed to be complete, additional guidance issued by the IRS impacted our recorded amounts after December 29, 2018.

Other Tax Matters

The enactment of certain provisions of the TRAF resulted in adjustments to our deferred taxes.

During 2020, we recorded a net tax benefit of $72 million related to the adoption of the TRAF in the Swiss Canton of Bern.

Risk Factors” for further discussion of our market risks, and see “Our Liquidity and Capital Resources” for further information on our non-cancelable purchasing commitments.

We also continue to monitor the economic and political developments related to the United Kingdom’s withdrawal from the European Union (Brexit), including the effects of the post-Brexit trade deal entered into between the United Kingdom and the European Union in December 2020, as well as the economic, operating and political environment in Russia and the potential impact for the Europe segment and our other businesses.

We believe volume provides additional information to facilitate the comparison of

| Operating profit margin | | | 14.3 | | % | | | | 15.3 | | % | | | | (1.0) | | |

Additionally, higher inventory fair value adjustments and merger and integration charges included in “Items Affecting Comparability” and unfavorable foreign exchange each negatively impacted operating profit performance by 2 percentage points.

(b)Excludes the impact of acquisitions and divestitures.

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

| | | | 2019 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| FLNA | | | $ | 5,258 | | | | | $ | — | | | | | $ | 22 | | | | | $ | — | | | | | $ | 5,280 | |

| QFNA | | | 544 | | | | | | — | | | | | | 2 | | | | | | — | | | | | | 546 | | |

| PBNA | | | 2,179 | | | | | | — | | | | | | 51 | | | | | | — | | | | | | 2,230 | | |

We are a leading global [removed: food and] beverage [added: and convenient food] company with a complementary portfolio of brands, including [removed: Frito-Lay,] [added: Lays, Doritos, Cheetos,] Gatorade, Pepsi-Cola, [added: Mountain Dew,] Quaker and [removed: Tropicana.][added: SodaStream.]

Through our operations, authorized bottlers, contract manufacturers and other third parties, we make, market, distribute and sell a wide variety of [removed: convenient beverages, foods] [added: beverages] and [removed: snacks,] [added: convenient foods,] serving customers and consumers in more than 200 countries and territories.

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

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

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

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

6)Africa, Middle East and South Asia (AMESA), which includes all of our [removed: beverage, food] [added: beverage] and [removed: snack] [added: convenient food] businesses in Africa, the Middle East and South Asia; and

[removed: [Table](#i5cbfd9b3e6124297bb72c94e2d5e11b6_7) [of](#i5cbfd9b3e6124297bb72c94e2d5e11b6_7) [Contents](#i5cbfd9b3e6124297bb72c94e2d5e11b6_7)][added: [Table of](#i92ddc1325ca4423e9e7813adbb5a639f_7) [Contents](#i92ddc1325ca4423e9e7813adbb5a639f_7)]

7)Asia Pacific, Australia and New Zealand and China Region (APAC), which includes all of our [removed: beverage, food] [added: beverage] and [removed: snack] [added: convenient food] businesses in Asia Pacific, Australia and New Zealand, and China region.

Either independently or in conjunction with third parties, FLNA makes, markets, distributes and sells branded [removed: snack] [added: convenient] foods.

Either independently or in conjunction with third parties, QFNA makes, markets, distributes and sells [added: branded convenient foods, which include] cereals, rice, pasta and other branded products.

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

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, [added: Gatorade Zero,] Mountain Dew, [removed: Pepsi, Propel] [added: Pepsi] and [removed: Tropicana.][added: Propel.]

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

See Note [removed: 14] [added: 13] to our consolidated financial statements for further [removed: information about our acquisition of Rockstar.][added: information.]

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

Either independently or in conjunction with third parties, Europe makes, markets, distributes and sells a number of [removed: snack] [added: convenient] food brands including Cheetos, Chipita, Doritos, Lay’s, Ruffles and Walkers, as well as many Quaker-branded [removed: cereals and snacks,] [added: convenient foods,] 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, Lubimy Sad, Mirinda, [removed: Pepsi,] Pepsi [removed: Max] and [removed: Tropicana.][added: Pepsi Max.]

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

See Note [removed: 14] [added: 13] to our consolidated financial statements for further [removed: information about our acquisition of Pioneer Foods.][added: information.]

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

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

See Note [removed: 14] [added: 13] to our consolidated financial statements for further [removed: information about our acquisition of Be & Cheery.][added: information.]

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

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

For example, our foodservice and vending business distributes [removed: beverages, foods] [added: beverages] and [removed: snacks] [added: convenient foods] to restaurants, businesses, schools and stadiums through third-party foodservice and vending distributors and operators.

The principal ingredients we use in our [removed: beverage, food] [added: beverage] and [removed: snack] [added: convenient food] products are apple, orange and pineapple juice and other juice concentrates, aspartame, corn, corn sweeteners, flavorings, flour, grapefruit, oranges and other fruits, oats, potatoes, raw milk, rice, seasonings, sucralose, sugar, vegetable and essential oils, and wheat.

Our key packaging materials include plastic resins, including polyethylene terephthalate (PET) and polypropylene resins used for plastic beverage bottles and film packaging used for [removed: snack] [added: convenient] foods, aluminum, glass, closures, cardboard and paperboard cartons.

[added: 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.

These agreements [removed: have] [added: did] not [removed: had] [added: have] a material impact on our business or financial results.

See “Our Financial Results – Our Liquidity and Capital Resources” in [removed: Item] [added: “Item] 7.

We own numerous valuable trademarks which are essential to our worldwide businesses, including Agusha, Amp Energy, Aquafina, Aquafina Flavorsplash, Arto Lifewtr, [removed: Aunt Jemima,] BaiCaoWei, Bare, Bokomo, Bolt24, bubly, Cap’n Crunch, 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, Driftwell, Duyvis, Elma Chips, Emperador, Evolve, Frito-Lay, Fritos, Fruktovy Sad, G2, Gamesa, Gatorade, [added: Gatorade Zero, Gatorlyte,] Grandma’s, H2oh!, Health Warrior, Imunele, [removed: Izze, J-7 Tonus,] [added: J7,] Kas, [removed: KeVita,] Kurkure, Lay’s, Life, Lifewtr, Liquifruit, Lubimy, [added: Mabel,] Manzanita Sol, Marias Gamesa, Matutano, Mirinda, Miss Vickie’s, Moirs, Mother’s, Mountain Dew, Mountain Dew Code Red, Mountain Dew Game Fuel, Mountain Dew [removed: Ice, Mountain Dew] Kickstart, Mountain Dew Zero Sugar, [added: MTN Dew Energy,] Mug, Munchies, Muscle Milk, [removed: Naked,] Near East, Off the Eaten Path, [removed: O.N.E.,] Paso de los Toros, Pasta Roni, Pearl Milling Company, Pepsi, Pepsi Black, Pepsi Max, Pepsi Zero Sugar, PopCorners, Pronutro, Propel, Quaker, Quaker Chewy, [added: Quaker Simply Granola,] Rice-A-Roni, Rockstar Energy, Rold Gold, [removed: Rosquinhas Mabel,] Ruffles, Sabritas, Safari, Sakata, Saladitas, San Carlos, Sandora, Santitas, 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, Spekko, Stacy’s, Sting, Stubborn Soda, SunChips, Toddy, Toddynho, Tostitos, [removed: Trop 50, Tropicana, Tropicana Pure Premium, Tropicana Twister,] V Water, Vesely Molochnik, Walkers, Weetbix, White Star, Ya and Yachak.

We also hold long-term licenses to use valuable trademarks in connection with our products in certain markets, including [removed: Dole and] Ocean Spray.

We have authorized, through licensing arrangements, the use of many of our trademarks in such contexts as [removed: snack] [added: convenient] food joint ventures and beverage bottling appointments.

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

Changes to the retail landscape, including increased consolidation of retail ownership, the [removed: rapid] [added: continued] 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 international expansion of hard discounters, and the current economic environment, including in light of the COVID-19 pandemic, continue to increase the importance of major customers.

In [removed: 2020,] [added: 2021,] sales to Walmart Inc. (Walmart) and its affiliates, including Sam’s Club (Sam’s), represented approximately [removed: 14%] [added: 13%] of our consolidated net revenue, with sales reported across all of our divisions, including concentrate sales to our independent bottlers, which were used in finished goods sold by them to Walmart.

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

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

Many of our [added: convenient] food [removed: and snack] products hold significant leadership positions in the [added: convenient] food [removed: and snack] industry in the United States and worldwide.

In the first quarter of 2022, we sold our Tropicana, Naked and other select juice brands to PAI Partners, while retaining a 39% noncontrolling interest in a newly formed joint venture (Juice Transaction) that will operate across North America and Europe.

In the U.S., PepsiCo acts as the exclusive distributor for the new joint venture’s portfolio of brands for small-format and foodservice customers with chilled direct-store-delivery.

[Table of](#i92ddc1325ca4423e9e7813adbb5a639f_7) [Contents](#i92ddc1325ca4423e9e7813adbb5a639f_7)

In the first quarter of 2022, we sold our Tropicana, Naked and other select juice brands to PAI Partners, while retaining a 39% noncontrolling interest in a newly formed joint venture that will operate across North America and Europe.

[Table of](#i92ddc1325ca4423e9e7813adbb5a639f_7) [Contents](#i92ddc1325ca4423e9e7813adbb5a639f_7)

During 2021, we experienced higher than anticipated commodity, packaging and other input costs and, in some instances, limited shortages due to global inflation, supply chain disruptions, labor shortages, increased demand and other regulatory and macroeconomic factors associated with the novel coronavirus (COVID-19) pandemic, which has continued into fiscal 2022.

[Table of](#i92ddc1325ca4423e9e7813adbb5a639f_7) [Contents](#i92ddc1325ca4423e9e7813adbb5a639f_7)

In addition, in the first quarter of 2022, we sold our Tropicana, Naked and other select juice brands to PAI Partners while retaining a 39% noncontrolling interest in a newly formed joint venture that will operate across North America and Europe.

In the U.S., PepsiCo acts as the exclusive distributor for the new joint venture’s portfolio of brands for small-format and foodservice customers with chilled direct-store-delivery.

In 2022, we will also begin to distribute Hard MTN Dew, an alcoholic beverage manufactured and owned by the Boston Beer Company.

We have licensed the use of the Hard MTN Dew trademark to the Boston Beer Company, which has appointed us as their distributor for this product.

[Table of](#i92ddc1325ca4423e9e7813adbb5a639f_7) [Contents](#i92ddc1325ca4423e9e7813adbb5a639f_7)

[Table of](#i92ddc1325ca4423e9e7813adbb5a639f_7) [Contents](#i92ddc1325ca4423e9e7813adbb5a639f_7)

Company has significant carbonated soft drink (CSD) share advantage in many markets outside the United States.

[Table of](#i92ddc1325ca4423e9e7813adbb5a639f_7) [Contents](#i92ddc1325ca4423e9e7813adbb5a639f_7)

These regulations vary in scope and form from

[Table of](#i92ddc1325ca4423e9e7813adbb5a639f_7) [Contents](#i92ddc1325ca4423e9e7813adbb5a639f_7)

[Table of](#i92ddc1325ca4423e9e7813adbb5a639f_7) [Contents](#i92ddc1325ca4423e9e7813adbb5a639f_7)

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

In 2020, we acquired Pioneer Food Group Ltd. (Pioneer Foods), a food and beverage company in South Africa with exports to countries across the globe.

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.

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

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.

We employ specialists to secure

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

See “Off-Balance-Sheet Arrangements” in “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 on our independent bottlers.

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

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

We continually strive to

[Table of](#i92ddc1325ca4423e9e7813adbb5a639f_7) [Contents](#i92ddc1325ca4423e9e7813adbb5a639f_7)

[removed: [Table](#i5cbfd9b3e6124297bb72c94e2d5e11b6_7) [of](#i5cbfd9b3e6124297bb72c94e2d5e11b6_7) [Contents](#i5cbfd9b3e6124297bb72c94e2d5e11b6_7)][added: [Table of](#i92ddc1325ca4423e9e7813adbb5a639f_7) [Contents](#i92ddc1325ca4423e9e7813adbb5a639f_7)]

For the fiscal year ended December [removed: 26, 2020][added: 25, 2021]

[removed: ][added: ]

| [removed: 1.750%] [added: 0.750%] Senior Notes Due [removed: 2021] [added: 2033] | | | | | | [removed: PEP21a] [added: PEP33] | | | | | | The Nasdaq Stock Market LLC | | |

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: 12, 2020,] [added: 11, 2021,] the last day of business of our most recently completed second fiscal quarter, was [removed: $178.5] [added: $203.9] 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: 4, 2021] [added: 3, 2022] was [removed: 1,379,608,641.][added: 1,383,451,400.]

Portions of the Proxy Statement relating to PepsiCo, Inc.’s [removed: 2021] [added: 2022] Annual Meeting of Shareholders are incorporated by reference into Part III of this Form 10-K.

For the Fiscal Year Ended December [removed: 26, 2020][added: 25, 2021]

| Item 1. | | | [removed: [Business](#i5cbfd9b3e6124297bb72c94e2d5e11b6_16)] [added: [Business](#i92ddc1325ca4423e9e7813adbb5a639f_16)] | | | [removed: [2](#i5cbfd9b3e6124297bb72c94e2d5e11b6_16)] [added: [2](#i92ddc1325ca4423e9e7813adbb5a639f_16)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i5cbfd9b3e6124297bb72c94e2d5e11b6_52)] [added: Factors](#i92ddc1325ca4423e9e7813adbb5a639f_55)] | | | [removed: [11](#i5cbfd9b3e6124297bb72c94e2d5e11b6_52)] [added: [11](#i92ddc1325ca4423e9e7813adbb5a639f_55)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i5cbfd9b3e6124297bb72c94e2d5e11b6_55)] [added: Comments](#i92ddc1325ca4423e9e7813adbb5a639f_58)] | | | [removed: [22](#i5cbfd9b3e6124297bb72c94e2d5e11b6_55)] [added: [23](#i92ddc1325ca4423e9e7813adbb5a639f_58)] | | |

| Item 2. | | | [removed: [Properties](#i5cbfd9b3e6124297bb72c94e2d5e11b6_58)] [added: [Properties](#i92ddc1325ca4423e9e7813adbb5a639f_61)] | | | [removed: [23](#i5cbfd9b3e6124297bb72c94e2d5e11b6_58)] [added: [24](#i92ddc1325ca4423e9e7813adbb5a639f_61)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i5cbfd9b3e6124297bb72c94e2d5e11b6_61)] [added: Proceedings](#i92ddc1325ca4423e9e7813adbb5a639f_64)] | | | [removed: [23](#i5cbfd9b3e6124297bb72c94e2d5e11b6_61)] [added: [24](#i92ddc1325ca4423e9e7813adbb5a639f_64)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i5cbfd9b3e6124297bb72c94e2d5e11b6_64)] [added: Disclosures](#i92ddc1325ca4423e9e7813adbb5a639f_67)] | | | [removed: [23](#i5cbfd9b3e6124297bb72c94e2d5e11b6_64)] [added: [25](#i92ddc1325ca4423e9e7813adbb5a639f_67)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i5cbfd9b3e6124297bb72c94e2d5e11b6_73)] [added: Securities](#i92ddc1325ca4423e9e7813adbb5a639f_76)] | | | [removed: [27](#i5cbfd9b3e6124297bb72c94e2d5e11b6_73)] [added: [28](#i92ddc1325ca4423e9e7813adbb5a639f_76)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i5cbfd9b3e6124297bb72c94e2d5e11b6_82)] [added: Operations](#i92ddc1325ca4423e9e7813adbb5a639f_82)] | | | [removed: [28](#i5cbfd9b3e6124297bb72c94e2d5e11b6_82)] [added: [29](#i92ddc1325ca4423e9e7813adbb5a639f_82)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i5cbfd9b3e6124297bb72c94e2d5e11b6_289)] [added: Risk](#i92ddc1325ca4423e9e7813adbb5a639f_274)] | | | [removed: [113](#i5cbfd9b3e6124297bb72c94e2d5e11b6_289)] [added: [114](#i92ddc1325ca4423e9e7813adbb5a639f_274)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i5cbfd9b3e6124297bb72c94e2d5e11b6_292)] [added: Data](#i92ddc1325ca4423e9e7813adbb5a639f_277)] | | | [removed: [113](#i5cbfd9b3e6124297bb72c94e2d5e11b6_292)] [added: [114](#i92ddc1325ca4423e9e7813adbb5a639f_277)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i5cbfd9b3e6124297bb72c94e2d5e11b6_295)] [added: Disclosure](#i92ddc1325ca4423e9e7813adbb5a639f_286)] | | | [removed: [114](#i5cbfd9b3e6124297bb72c94e2d5e11b6_295)] [added: [114](#i92ddc1325ca4423e9e7813adbb5a639f_286)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i5cbfd9b3e6124297bb72c94e2d5e11b6_298)] [added: Procedures](#i92ddc1325ca4423e9e7813adbb5a639f_280)] | | | [removed: [113](#i5cbfd9b3e6124297bb72c94e2d5e11b6_298)] [added: [114](#i92ddc1325ca4423e9e7813adbb5a639f_280)] | | |

| Item 9B. | | | [Other [removed: Information](#i5cbfd9b3e6124297bb72c94e2d5e11b6_301)] [added: Information](#i92ddc1325ca4423e9e7813adbb5a639f_283)] | | | [removed: [114](#i5cbfd9b3e6124297bb72c94e2d5e11b6_301)] [added: [115](#i92ddc1325ca4423e9e7813adbb5a639f_283)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i5cbfd9b3e6124297bb72c94e2d5e11b6_307)] [added: Governance](#i92ddc1325ca4423e9e7813adbb5a639f_292)] | | | [removed: [114](#i5cbfd9b3e6124297bb72c94e2d5e11b6_307)] [added: [115](#i92ddc1325ca4423e9e7813adbb5a639f_292)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i5cbfd9b3e6124297bb72c94e2d5e11b6_310)] [added: Compensation](#i92ddc1325ca4423e9e7813adbb5a639f_295)] | | | [removed: [114](#i5cbfd9b3e6124297bb72c94e2d5e11b6_310)] [added: [115](#i92ddc1325ca4423e9e7813adbb5a639f_295)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i5cbfd9b3e6124297bb72c94e2d5e11b6_313)] [added: Matters](#i92ddc1325ca4423e9e7813adbb5a639f_298)] | | | [removed: [115](#i5cbfd9b3e6124297bb72c94e2d5e11b6_313)] [added: [116](#i92ddc1325ca4423e9e7813adbb5a639f_298)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i5cbfd9b3e6124297bb72c94e2d5e11b6_316)] [added: Independence](#i92ddc1325ca4423e9e7813adbb5a639f_301)] | | | [removed: [115](#i5cbfd9b3e6124297bb72c94e2d5e11b6_316)] [added: [116](#i92ddc1325ca4423e9e7813adbb5a639f_301)] | | |

| Item 14. | | | [Principal Accounting Fees and [removed: Services](#i5cbfd9b3e6124297bb72c94e2d5e11b6_319)] [added: Services](#i92ddc1325ca4423e9e7813adbb5a639f_304)] | | | [removed: [115](#i5cbfd9b3e6124297bb72c94e2d5e11b6_319)] [added: [116](#i92ddc1325ca4423e9e7813adbb5a639f_304)] | | |

| Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#i5cbfd9b3e6124297bb72c94e2d5e11b6_325)] [added: Schedules](#i92ddc1325ca4423e9e7813adbb5a639f_310)] | | | [removed: [116](#i5cbfd9b3e6124297bb72c94e2d5e11b6_325)] [added: [117](#i92ddc1325ca4423e9e7813adbb5a639f_310)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#i5cbfd9b3e6124297bb72c94e2d5e11b6_328)] [added: Summary](#i92ddc1325ca4423e9e7813adbb5a639f_313)] | | | [removed: [117](#i5cbfd9b3e6124297bb72c94e2d5e11b6_328)] [added: [118](#i92ddc1325ca4423e9e7813adbb5a639f_313)] | | |

[Table of](#i92ddc1325ca4423e9e7813adbb5a639f_7) [Contents](#i92ddc1325ca4423e9e7813adbb5a639f_7)

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#i92ddc1325ca4423e9e7813adbb5a639f_2789) | | | [115](#i92ddc1325ca4423e9e7813adbb5a639f_2789) | | |

[Table of](#i92ddc1325ca4423e9e7813adbb5a639f_7) [Contents](#i92ddc1325ca4423e9e7813adbb5a639f_7)

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: 2020] [added: 2021] year and that remain unresolved.

[removed: [Table](#i5cbfd9b3e6124297bb72c94e2d5e11b6_7) [of](#i5cbfd9b3e6124297bb72c94e2d5e11b6_7) [Contents](#i5cbfd9b3e6124297bb72c94e2d5e11b6_7)][added: [Table of](#i92ddc1325ca4423e9e7813adbb5a639f_7) [Contents](#i92ddc1325ca4423e9e7813adbb5a639f_7)]

| QFNA | | | [removed: Food] [added: Convenient food] plant | | | | | | Cedar Rapids, Iowa | | | | | | Owned | | |

| PBNA | | | Tropicana plant [added: (a)] | | | | | | Bradenton, Florida | | | | | | Owned | | |

| LatAm | | | [removed: Snack] [added: Convenient food] plant | | | | | | Celaya, Mexico | | | | | | Owned | | |

| LatAm | | | Two [removed: snack] [added: convenient food] plants | | | | | | Vallejo, Mexico | | | | | | Owned | | |

| Europe | | | [removed: Snack] [added: Convenient food] plant | | | | | | Kashira, Russia | | | | | | Owned | | |

| Europe | | | Dairy plant | | | | | | Moscow, Russia | | | | | | Owned [removed: (a)] [added: (b)] | | |

| AMESA | | | [removed: Snack] [added: Convenient food] plant | | | | | | Riyadh, Saudi Arabia | | | | | | Owned [removed: (a)] [added: (b)] | | |

| APAC | | | [removed: Snack] [added: Convenient food] plant | | | | | | Wuhan, China | | | | | | Owned [removed: (a)] [added: (b)] | | |

| PBNA, LatAm | | | Concentrate plant | | | | | | Colonia, Uruguay | | | | | | Owned [removed: (a)] [added: (b)] | | |

| PBNA, AMESA, APAC | | | Concentrate plant | | | | | | Singapore | | | | | | Owned [removed: (a)] [added: (b)] | | |

[removed: (a)The] [added: (b)The] land on which these [removed: plants] [added: properties] are located is leased.

(a)As of December 25, 2021, this property was reclassified as held for sale on the consolidated balance sheet in connection with our Juice Transaction.

See Note 13 to our consolidated financial statements for further information.

[removed: [Table](#i5cbfd9b3e6124297bb72c94e2d5e11b6_7) [of](#i5cbfd9b3e6124297bb72c94e2d5e11b6_7) [Contents](#i5cbfd9b3e6124297bb72c94e2d5e11b6_7)][added: [Table of](#i92ddc1325ca4423e9e7813adbb5a639f_7) [Contents](#i92ddc1325ca4423e9e7813adbb5a639f_7)]

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

| Marie T. Gallagher | | | [removed: 61] | | | [added: 62 | | | | | |] Senior Vice President and Controller, PepsiCo | | |

| Hugh F. Johnston | | | [removed: 59] | | | [added: 60 | | | | | |] Vice Chairman, PepsiCo; Executive Vice President and Chief Financial Officer, PepsiCo | | |

| Ramon L. Laguarta | | | [removed: 57] | | | [added: 58 | | | | | |] Chairman of the Board of Directors and Chief Executive Officer, PepsiCo | | |

| Silviu Popovici | | | [removed: 53] | | | [added: 54 | | | | | |] Chief Executive Officer, Europe | | |

| Paula Santilli | | | [removed: 56] | | | [added: 57 | | | | | |] Chief Executive Officer, Latin America | | |

| Ronald Schellekens | | | [removed: 56] | | | [added: 57 | | | | | |] Executive Vice President and Chief Human Resources Officer, PepsiCo | | |

| Kirk Tanner | | | [removed: 52] | | | [added: 53 | | | | | |] Chief Executive Officer, PepsiCo Beverages North America | | |

| Eugene Willemsen | | | [removed: 53] | | | [added: 54 | | | | | |] Chief Executive Officer, Africa, Middle East, South Asia | | |

| Steven Williams | | | [removed: 55] | | | [added: 56 | | | | | |] Chief Executive Officer, PepsiCo Foods North America | | |

| David [removed: Yawman] [added: J. Flavell] | | | [removed: 52] | | | [added: 50 | | | | | |] Executive Vice President, General Counsel and Corporate Secretary, PepsiCo | | |

He has also held a number of leadership roles throughout his PepsiCo career, serving as Executive Vice President, Global Operations from 2009 to 2010, President of Pepsi-Cola North America from 2007 to 2009, Executive Vice [removed: President, Operations from 2006 to 2007, and Senior Vice President, Transformation from 2005 to 2006.]

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

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

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

| Ram Krishnan | | | | | | 51 | | | | | | Chief Executive Officer, International Franchise Beverages and Chief Commercial Officer | | |

David J.

Mr. Flavell previously held a number of leadership roles at PepsiCo, including as Senior Vice President, Deputy General Counsel and Chief Compliance & Ethics Officer for PepsiCo from 2019 to 2021, as Senior Vice President, Deputy General Counsel & Managing Attorney from 2018 to 2019, as Senior Vice President, Deputy General Counsel & General Counsel, International and Global Groups from 2017 to 2018, as Senior Vice President, Deputy General Counsel & General Counsel, Latin America and Frito-Lay North America from 2016 to 2017, as Senior Vice President, General Counsel, Latin America and Frito-Lay North America from 2015 to 2016, and as Senior Vice President, General Counsel, Asia, Middle East and Africa from 2011 to 2015.

Before joining PepsiCo in 2011, Mr. Flavell was general counsel for Danone S.A.’s Asia Pacific and Middle East business.

Prior to that, Mr. Flavell served as senior legal counsel at Fonterra Co-operative Group Limited and was a partner at Corrs Chambers Westgarth.

President, Operations from 2006 to 2007, and Senior Vice President, Transformation from 2005 to 2006.

Ram Krishnan has served as Chief Executive Officer, International Beverages and Chief Commercial Officer of PepsiCo, effective January 2022.

Prior to that, Mr. Krishnan served as Executive Vice President and Chief Commercial Officer, PepsiCo, from 2019 to 2021, as President and Chief Executive Officer of PepsiCo’s Asia Pacific, Australia and New Zealand and China Region from 2018 to 2020, and as PepsiCo’s Senior Vice President and Chief Customer Officer for Walmart, leading PepsiCo’s global Walmart customer team, from 2016 to 2017.

Mr. Krishnan joined PepsiCo in 2006 and held marketing roles of increasing responsibility from 2006 to 2016, including as Senior Vice President and Chief Marketing Officer, Frito-Lay North America from 2014 to 2016, as Senior Vice President, Marketing, Frito-Lay North America from 2012 to 2013 and as Vice President of Global Brands, Frito-Lay North America from 2011 to 2012.

Prior to PepsiCo, Mr. Krishnan spent six years at General Motors Company as a marketing manager for Cadillac.

[Table of](#i92ddc1325ca4423e9e7813adbb5a639f_7) [Contents](#i92ddc1325ca4423e9e7813adbb5a639f_7)

[Table of](#i92ddc1325ca4423e9e7813adbb5a639f_7) [Contents](#i92ddc1325ca4423e9e7813adbb5a639f_7)

| | | | | | | | | |

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

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

He previously served as Senior Vice 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.

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

Stock Trading Symbol – [removed: PEP][added: PEP.]

Shareholders – As of February [removed: 4, 2021,] [added: 3, 2022,] there were approximately [removed: 105,807] [added: 101,778] shareholders of record of our common stock.

On February [removed: 4, 2021,] [added: 2, 2022,] the Board of Directors declared a quarterly dividend of [removed: $1.0225] [added: $1.075 per share] payable March 31, [removed: 2021,] [added: 2022,] to shareholders of record on March [removed: 5, 2021.][added: 4, 2022.]

For the remainder of [removed: 2021,] [added: 2022,] the record dates for these dividend payments are expected to be June [removed: 4,] [added: 3,] September [removed: 3] [added: 2] and December [removed: 3, 2021,] [added: 2, 2022,] subject to approval of the Board of Directors.

On February [removed: 11, 2021,] [added: 10, 2022,] we announced a [removed: 5%] [added: 7%] increase in our annualized dividend to [removed: $4.30] [added: $4.60] per share from [removed: $4.09] [added: $4.30] per share, effective with the dividend expected to be paid in June [removed: 2021.][added: 2022.]

We expect to return a total of approximately [removed: $5.9] [added: $7.7] billion to shareholders in [removed: 2021, comprised of] [added: 2022, comprising] dividends of approximately [removed: $5.8] [added: $6.2] billion and share repurchases of approximately [removed: $100 million.][added: $1.5 billion.]

[removed: [Table](#i5cbfd9b3e6124297bb72c94e2d5e11b6_7) [of](#i5cbfd9b3e6124297bb72c94e2d5e11b6_7) [Contents](#i5cbfd9b3e6124297bb72c94e2d5e11b6_7)][added: [Table of](#i92ddc1325ca4423e9e7813adbb5a639f_7) [Contents](#i92ddc1325ca4423e9e7813adbb5a639f_7)]

Additionally, on February 10, 2022, we announced a share repurchase program providing for the repurchase of up to $10.0 billion of PepsiCo common stock commencing on February 11, 2022 and expiring on February 28, 2026 (2022 share repurchase program).

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

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

Issuer Purchases of Common Stock

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

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

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

| 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 | |

(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.

PART III

Based on that evaluation, our management concluded that our internal control over financial reporting was effective as of December [removed: 26, 2020.][added: 25, 2021.]

[removed: (c) Changes in Internal Control over Financial Reporting.] Except [removed: as discussed,] [added: with respect to the continued implementation of ERP systems,] there have been no changes in our internal control over financial reporting during our fourth quarter of [removed: 2020] [added: 2021] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

[added: (c) Changes in Internal Control over Financial Reporting.] During our fourth quarter of [removed: 2020,] [added: 2021,] we continued migrating certain of our financial processing systems to an [removed: enterprise-wide systems] [added: ERP] solution.

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

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

[removed: [Table](#i5cbfd9b3e6124297bb72c94e2d5e11b6_7) [of](#i5cbfd9b3e6124297bb72c94e2d5e11b6_7) [Contents](#i5cbfd9b3e6124297bb72c94e2d5e11b6_7)][added: [Table of](#i92ddc1325ca4423e9e7813adbb5a639f_7) [Contents](#i92ddc1325ca4423e9e7813adbb5a639f_7)]

[removed: In connection with these implementations] [added: multi-year productivity plan] and resulting business process changes, we continue to enhance the design and documentation of our internal control over financial reporting [removed: processes] [added: processes,] to maintain effective controls over our financial reporting.

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

In connection with these ERP implementations, we are updating and will continue to update our internal control over financial reporting, as necessary, to accommodate modifications to our business processes and accounting procedures.

Beginning in the fourth quarter of 2021 and continuing into the first quarter of 2022, we began implementing these systems, resulting in changes that materially affected our internal control over financial reporting.

These system implementations did not have an adverse effect, nor do we expect will have an adverse effect, on our internal control over financial reporting.

In connection with this

We will continue to assess the impact on our internal control over financial reporting as we continue to implement our ERP solution and our 2019 multi-year productivity plan.

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.

to migrate to shared business models across our operations to further simplify, harmonize and automate processes.

Not applicable.

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: 2021] [added: 2022] Annual Meeting of Shareholders to be filed with the SEC within 120 days of the year ended December [removed: 26, 2020 (the] [added: 25,] 2021 [added: (the 2022] 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: 2021] [added: 2022] 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: 2021] [added: 2022] 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: 2021] [added: 2022] Proxy Statement under the caption “Corporate Governance at PepsiCo – Committees of the Board of Directors – Audit Committee” and is incorporated herein by reference.

[removed: Information about director and executive officer compensation, Compensation Committee interlocks and the Compensation Committee Report is contained in our 2021 Proxy Statement under the captions “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.

[removed: [Table](#i5cbfd9b3e6124297bb72c94e2d5e11b6_7) [of](#i5cbfd9b3e6124297bb72c94e2d5e11b6_7) [Contents](#i5cbfd9b3e6124297bb72c94e2d5e11b6_7)][added: [Table of](#i92ddc1325ca4423e9e7813adbb5a639f_7) [Contents](#i92ddc1325ca4423e9e7813adbb5a639f_7)]

Information about director and executive officer compensation, Compensation Committee interlocks and the Compensation Committee Report is contained in our 2022 Proxy Statement under the captions “2021

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: 2021] [added: 2022] Proxy Statement and is incorporated herein by reference.

Information on the number of shares of PepsiCo Common Stock beneficially owned by each director and named executive officer, by all directors and executive officers as a group and on each beneficial owner of more than 5% of PepsiCo Common Stock is contained under the caption “Ownership of PepsiCo Common Stock” in our [removed: 2021] [added: 2022] 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: 2021] [added: 2022] 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: 2021] [added: 2022] Proxy Statement under the caption “Ratification of Appointment of Independent Registered Public Accounting Firm – Audit and Other Fees” and is incorporated herein by reference.

[removed: [Table](#i5cbfd9b3e6124297bb72c94e2d5e11b6_7) [of](#i5cbfd9b3e6124297bb72c94e2d5e11b6_7) [Contents](#i5cbfd9b3e6124297bb72c94e2d5e11b6_7)][added: [Table of](#i92ddc1325ca4423e9e7813adbb5a639f_7) [Contents](#i92ddc1325ca4423e9e7813adbb5a639f_7)]

| | | | Consolidated Statement of Income – Fiscal years ended December [added: 25, 2021, December] 26, [removed: 2020,] [added: 2020 and] December 28, 2019 [removed: and December 29, 2018] | | |

| | | | Consolidated Statement of Comprehensive Income – Fiscal years ended December [added: 25, 2021, December] 26, [removed: 2020,] [added: 2020 and] December 28, 2019 [removed: and December 29, 2018] | | |

| | | | Consolidated Statement of Cash Flows – Fiscal years ended December [added: 25, 2021, December] 26, [removed: 2020,] [added: 2020 and] December 28, 2019 [removed: and December 29, 2018] | | |

| | | | Consolidated Balance Sheet – December [removed: 26, 2020] [added: 25, 2021] and December [removed: 28, 2019] [added: 26, 2020] | | |

| | | | Consolidated Statement of Equity – Fiscal years ended December [added: 25, 2021, December] 26, [removed: 2020,] [added: 2020 and] December 28, 2019 [removed: and December 29, 2018] | | |

| | | | Report of Independent Registered Public Accounting [removed: Firm.] [added: Firm (PCAOB ID: 185).] | | |

[Table of](#i92ddc1325ca4423e9e7813adbb5a639f_7) [Contents](#i92ddc1325ca4423e9e7813adbb5a639f_7)

[removed: [Table](#i5cbfd9b3e6124297bb72c94e2d5e11b6_7) [of](#i5cbfd9b3e6124297bb72c94e2d5e11b6_7) [Contents](#i5cbfd9b3e6124297bb72c94e2d5e11b6_7)][added: [Table of](#i92ddc1325ca4423e9e7813adbb5a639f_7) [Contents](#i92ddc1325ca4423e9e7813adbb5a639f_7)]

| 4.6 | | | [Form of [removed: 1.750%] [added: 2.625%] Senior Note due [removed: 2021,] [added: 2026,] which is incorporated herein by reference to Exhibit [removed: 4.1] [added: 4.2] to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 28, [removed: 2014.](http://www.sec.gov/Archives/edgar/data/77476/000110465914031301/a14-11218_1ex4d1.htm)] [added: 2014.](http://www.sec.gov/Archives/edgar/data/77476/000110465914031301/a14-11218_1ex4d2.htm)] | | | | | |

| 4.7 | | | [Form of [removed: 2.625%] [added: 4.250%] Senior Note due [removed: 2026,] [added: 2044,] which is incorporated herein by reference to Exhibit [removed: 4.2 to] [added: 4.1 of] PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on [removed: April 28, 2014.](http://www.sec.gov/Archives/edgar/data/77476/000110465914031301/a14-11218_1ex4d2.htm)] [added: October 22, 2014.](http://www.sec.gov/Archives/edgar/data/77476/000110465914073055/a14-21385_4ex4d1.htm)] | | | | | |

| [removed: 4.8] [added: 4.28] | | | [Form of [removed: 4.250%] [added: 2.500%] Senior Note due [removed: 2044,] [added: 2022,] which is incorporated herein by reference to Exhibit 4.1 [removed: of] [added: to] PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October [removed: 22, 2014.](http://www.sec.gov/Archives/edgar/data/77476/000110465914073055/a14-21385_4ex4d1.htm)] [added: 30, 2012.](http://www.sec.gov/Archives/edgar/data/77476/000119312512441707/d425877dex41.htm)] | | | | | |

| [removed: 4.9] [added: 4.8] | | | [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) | | | | | |

| [removed: 4.10] [added: 4.9] | | | [Form of 3.100% Senior Note due 2022, which is incorporated herein by reference to Exhibit 4.3 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 17, 2015.](http://www.sec.gov/Archives/edgar/data/77476/000110465915051710/a15-15727_1ex4d3.htm) | | | | | |

| [removed: 4.11] [added: 4.10] | | | [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) | | | | | |

| [removed: 4.12] [added: 4.11] | | | [Form of 4.600% Senior Note due 2045, which is incorporated herein by reference to Exhibit 4.5 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 17, 2015.](http://www.sec.gov/Archives/edgar/data/77476/000110465915051710/a15-15727_1ex4d5.htm) | | | | | |

[removed: [Table](#i5cbfd9b3e6124297bb72c94e2d5e11b6_7) [of](#i5cbfd9b3e6124297bb72c94e2d5e11b6_7) [Contents](#i5cbfd9b3e6124297bb72c94e2d5e11b6_7)][added: [Table of](#i92ddc1325ca4423e9e7813adbb5a639f_7) [Contents](#i92ddc1325ca4423e9e7813adbb5a639f_7)]

| [removed: 4.13] [added: 4.12] | | | [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 October 14, 2015.](http://www.sec.gov/Archives/edgar/data/77476/000110465915070645/a15-20899_1ex4d4.htm) | | | | | |

| [removed: 4.14] [added: 4.13] | | | [Form of 2.850% Senior Note due 2026, which is incorporated herein by reference to Exhibit 4.3 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 24, 2016.](http://www.sec.gov/Archives/edgar/data/77476/000110465916099579/a16-4973_1ex4d3.htm) | | | | | |

| [removed: 4.15] [added: 4.14] | | | [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 February 24, 2016.](http://www.sec.gov/Archives/edgar/data/77476/000110465916099579/a16-4973_1ex4d4.htm) | | | | | |

| [removed: 4.16] [added: 4.15] | | | [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) | | | | | |

| 4.17 | | | [Form of [removed: Floating Rate] [added: 3.450% Senior] Note due [removed: 2021,] [added: 2046,] which is incorporated herein by reference to Exhibit [removed: 4.2] [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_5ex4d2.htm)] [added: 2016.](http://www.sec.gov/Archives/edgar/data/77476/000110465916149114/a16-18482_5ex4d6.htm)] | | | | | |

| [removed: 4.18] [added: 4.16] | | | [Form of [removed: 1.700%] [added: 2.375%] Senior Note due [removed: 2021,] [added: 2026,] which is incorporated herein by reference to Exhibit [removed: 4.4] [added: 4.5] 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_5ex4d5.htm)] | | | | | |

| [removed: 4.19] [added: 4.20] | | | [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)] | | | | | |

| [removed: 4.20] [added: 4.22] | | | [Form of [removed: 3.450%] [added: 3.000%] Senior Note due [removed: 2046,] [added: 2027,] which is incorporated herein by reference to Exhibit [removed: 4.6] [added: 4.3] 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: 10, 2017.](http://www.sec.gov/Archives/edgar/data/77476/000110465917061593/a17-21487_4ex4d3.htm)] | | | | | |

| [removed: 4.21] [added: 4.18] | | | [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) | | | | | |

| [removed: 4.22] [added: 4.19] | | | [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) | | | | | |

| [removed: 4.23] [added: 4.21] | | | [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)] | | | | | |

| [removed: 4.24] [added: 4.50] | | | [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)] | | | | | |

| 4.25 | | | [Form of [removed: 2.000%] [added: 2.750%] Senior Note due [removed: 2021,] [added: 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 [removed: October 10, 2017.](http://www.sec.gov/Archives/edgar/data/77476/000110465917061593/a17-21487_4ex4d2.htm)] [added: March 2, 2012.](http://www.sec.gov/Archives/edgar/data/77476/000119312512094508/d310880dex42.htm)] | | | | | |

| 4.26 | | | [Form of [removed: 3.000%] [added: 4.000%] Senior Note due [removed: 2027,] [added: 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 [removed: October 10, 2017.](http://www.sec.gov/Archives/edgar/data/77476/000110465917061593/a17-21487_4ex4d3.htm)] [added: March 2, 2012.](http://www.sec.gov/Archives/edgar/data/77476/000119312512094508/d310880dex43.htm)] | | | | | |

| [removed: 4.27] [added: 4.23] | | | [Board of Directors Resolutions Authorizing PepsiCo, Inc.’s Officers to Establish the Terms of the 5.50% Senior Notes due [removed: 2040](http://www.sec.gov/Archives/edgar/data/77476/000119312510161855/dex41.htm) [and] [added: 2040 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) | | | | | |

| [removed: 4.28] [added: 4.24] | | | [Board of Directors Resolutions Authorizing PepsiCo, Inc.’s Officers to Establish the Terms of the [removed: 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) | | | | | |

| 4.29 | | | [Form of [removed: 3.000%] [added: 2.750%] Senior Note due [removed: 2021,] [added: 2023,] 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 [removed: August 25, 2011.](http://www.sec.gov/Archives/edgar/data/77476/000095012311080167/y92481exv4w2.htm)] [added: February 28, 2013.](http://www.sec.gov/Archives/edgar/data/77476/000119312513084656/d493310dex43.htm)] | | | | | |

| [removed: 4.30] [added: 4.37] | | | [Form of [removed: 2.750%] [added: 1.125%] Senior Note due [removed: 2022,] [added: 2031,] 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 [removed: 2, 2012.](http://www.sec.gov/Archives/edgar/data/77476/000119312512094508/d310880dex42.htm)] [added: 18, 2019.](http://www.sec.gov/Archives/edgar/data/77476/000110465919015601/a19-5533_3ex4d2.htm)] | | | | | |

| [removed: 4.31] [added: 4.27] | | | [Form of [removed: 4.000%] [added: 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 [removed: March 2, 2012.](http://www.sec.gov/Archives/edgar/data/77476/000119312512094508/d310880dex43.htm)] [added: August 13, 2012.](http://www.sec.gov/Archives/edgar/data/77476/000119312512352477/d385664dex43.htm)] | | | | | |

| [removed: 4.32] [added: 4.44] | | | [Form of [removed: 3.600%] [added: 2.750%] Senior Note due [removed: 2042,] [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: August 13, 2012.](http://www.sec.gov/Archives/edgar/data/77476/000119312512352477/d385664dex43.htm)] [added: March 19, 2020.](http://www.sec.gov/Archives/edgar/data/77476/000110465920035907/tm2013070d1_ex4-3.htm)] | | | | | |

| [removed: 4.33] [added: 4.40] | | | [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)] | | | | | |

| [removed: 4.34] [added: 4.59] | | | [Form of 2.750% Senior Note due [removed: 2023,] [added: 2051,] 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: October 21, 2021.](http://www.sec.gov/Archives/edgar/data/77476/000110465921128479/tm2126857d6_ex4-3.htm)] | | | | | |

| [removed: 4.35] [added: 4.30] | | | [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) | | | | | |

| [removed: 4.36] [added: 4.31] | | | [Form of 5.50% Senior Note due 2035, Series A, 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 November 8, 2018.](http://www.sec.gov/Archives/edgar/data/77476/000110465918067008/a18-39673_1ex4d4.htm) | | | | | |

| [removed: 4.37] [added: 4.32] | | | [Form of 7.29% Senior Note due 2026, which is incorporated herein by reference to Exhibit 4.3 to PepsiCo, Inc.’s Registration Statement on Form S-4 (Registration No. 333-228466) filed with the Securities and Exchange Commission on November 19, 2018.](http://www.sec.gov/Archives/edgar/data/77476/000104746918007308/a2237103zex-4_3.htm) | | | | | |

| [removed: 4.38] [added: 4.33] | | | [Form of 7.44% Senior Note due 2026, which is incorporated herein by reference to Exhibit 4.4 to PepsiCo, Inc.’s Registration Statement on Form S-4 (Registration No. 333-228466) filed with the Securities and Exchange Commission on November 19, 2018.](http://www.sec.gov/Archives/edgar/data/77476/000104746918007308/a2237103zex-4_4.htm) | | | | | |

| [removed: 4.39] [added: 4.34] | | | [Form of 7.00% Senior Note due 2029, which is incorporated herein by reference to Exhibit 4.5 to PepsiCo, Inc.’s Registration Statement on Form S-4 (Registration No. 333-228466) filed with the Securities and Exchange Commission on November 19, 2018.](http://www.sec.gov/Archives/edgar/data/77476/000104746918007308/a2237103zex-4_5.htm) | | | | | |

| [removed: 4.40] [added: 4.35] | | | [Form of 5.50% Senior Note due 2035, which is incorporated herein by reference to Exhibit 4.6 to PepsiCo, Inc.’s Registration Statement on Form S-4 (Registration No. 333-228466) filed with the Securities and Exchange Commission on November 19, 2018.](http://www.sec.gov/Archives/edgar/data/77476/000104746918007308/a2237103zex-4_6.htm) | | | | | |

| [removed: 4.41] [added: 4.36] | | | [Form of 0.750% Senior Note due 2027, 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 March 18, 2019.](http://www.sec.gov/Archives/edgar/data/77476/000110465919015601/a19-5533_3ex4d1.htm) | | | | | |

| 4.42 | | | [Form of [removed: 1.125%] [added: 2.250%] Senior Note due [removed: 2031,] [added: 2025,] which is incorporated herein by reference to Exhibit [removed: 4.2] [added: 4.1] to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March [removed: 18, 2019.](http://www.sec.gov/Archives/edgar/data/77476/000110465919015601/a19-5533_3ex4d2.htm)] [added: 19, 2020.](http://www.sec.gov/Archives/edgar/data/77476/000110465920035907/tm2013070d1_ex4-1.htm)] | | | | | |

| [removed: 4.43] [added: 4.38] | | | [Form of 2.625% Senior Note due 2029, 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 29, 2019.](http://www.sec.gov/Archives/edgar/data/77476/000141057819000566/tv525941_ex4-1.htm) | | | | | |

| [removed: 4.44] [added: 4.39] | | | [Form of 3.375% Senior Note due 2049, which is incorporated herein by reference to Exhibit 4.2 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 29, 2019.](http://www.sec.gov/Archives/edgar/data/77476/000141057819000566/tv525941_ex4-2.htm) | | | | | |

[Table of](#i92ddc1325ca4423e9e7813adbb5a639f_7) [Contents](#i92ddc1325ca4423e9e7813adbb5a639f_7)

[Table of](#i92ddc1325ca4423e9e7813adbb5a639f_7) [Contents](#i92ddc1325ca4423e9e7813adbb5a639f_7)

[Table of](#i92ddc1325ca4423e9e7813adbb5a639f_7) [Contents](#i92ddc1325ca4423e9e7813adbb5a639f_7)

[Table of](#i92ddc1325ca4423e9e7813adbb5a639f_7) [Contents](#i92ddc1325ca4423e9e7813adbb5a639f_7)

[Table of](#i92ddc1325ca4423e9e7813adbb5a639f_7) [Contents](#i92ddc1325ca4423e9e7813adbb5a639f_7)

[Table of](#i92ddc1325ca4423e9e7813adbb5a639f_7) [Contents](#i92ddc1325ca4423e9e7813adbb5a639f_7)

| 10.23 | | | [Form of Annual Long-Term Incentive](http://www.sec.gov/Archives/edgar/data/77476/000007747621000018/pepsicoq12021form10-qex101.htm) [Award](http://www.sec.gov/Archives/edgar/data/77476/000007747621000018/pepsicoq12021form10-qex101.htm) [Agreement, which is incorporated herein by reference to Exhibit 10.1 to PepsiCo, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended March 20, 2021.*](http://www.sec.gov/Archives/edgar/data/77476/000007747621000018/pepsicoq12021form10-qex101.htm) | | | | | |

[Table of](#i92ddc1325ca4423e9e7813adbb5a639f_7) [Contents](#i92ddc1325ca4423e9e7813adbb5a639f_7)

[Table of](#i92ddc1325ca4423e9e7813adbb5a639f_7) [Contents](#i92ddc1325ca4423e9e7813adbb5a639f_7)

| /s/ Edith W. Cooper | | | Director | | | February 9, 2022 | | |

| Edith W. Cooper | | | | | | | | |

| 10.20 | | | [PepsiCo, Inc. Executive Incentive Compensation Plan](https://www.sec.gov/Archives/edgar/data/77476/000007747621000007/pepsico2020form10-kex1020.htm) [(](https://www.sec.gov/Archives/edgar/data/77476/000007747621000007/pepsico2020form10-kex1020.htm)[as amended and restated effective February](https://www.sec.gov/Archives/edgar/data/77476/000007747621000007/pepsico2020form10-kex1020.htm) [4, 2021)](https://www.sec.gov/Archives/edgar/data/77476/000007747621000007/pepsico2020form10-kex1020.htm)[.*](https://www.sec.gov/Archives/edgar/data/77476/000007747621000007/pepsico2020form10-kex1020.htm)[](https://www.sec.gov/Archives/edgar/data/77476/000007747621000007/pepsico2020form10-kex1020.htm) | | | | | |

| 99.2 | | | [Five-Year Credit Agreement, dated as of June 3, 2019, among PepsiCo, as borrower, the lenders named therein, and Citibank, N.A., as administrative agent, which is incorporated by reference to Exhibit 99.2 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 3, 2020.](http://www.sec.gov/Archives/edgar/data/77476/000110465920069458/tm2021198d1_ex99-2.htm) | | | | | |

| /s/ Richard W. Fisher | | | Director | | | February 10, 2021 | | |

| Richard W. Fisher | | | | | | | | |