PepsiCo (PEP) 10-K risk factor changes: FY2022 vs FY2021

[added: Consumer] preferences are also influenced by perception of our brand image or the brand images of our products, the success of our advertising and marketing campaigns, our ability to engage with our consumers in the manner they prefer, including through the use of digital media or assets, and the perception of our use, [removed: and] the use of social [removed: media.][added: media and our response to political and social issues or catastrophic events.]

In addition, our business operations, including our supply chain, are subject to disruption by natural [removed: disasters] [added: disasters, pandemics, epidemics] 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 [removed: resolve] [added: mitigate] these issues.

[removed: 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, business and environmental, social and governance practices, including with respect to human rights, child labor laws, diversity, equity and] inclusion, workplace conditions and employee health and safety; any [removed: failure] [added: failure, or perception of a failure,] to achieve our environmental, social and governance goals, including with respect to the nutrition profile of our products, diversity, equity and inclusion initiatives, packaging, water use and our impact on the environment; any failure to address health [added: or other] concerns about our products, products we [removed: distribute,] [added: distribute (including alcoholic beverages),] or particular ingredients in our products, including concerns regarding whether certain of our products contribute to 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 programs, use of social media and our response to political and social issues or 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.

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

Our business can be adversely affected if we are unable to effectively promote or develop our existing products or introduce and effectively market new products, if 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 capabilities in digital marketing, if our competitors spend more aggressively than we do or if we are otherwise unable to effectively respond to supply disruptions, pricing pressure (including as a result of commodity inflation) or otherwise compete effectively, and we may be [removed: unable to grow or maintain sales or category share or we may need to increase capital, marketing or other expenditures.]

Failure to attract, develop and maintain a highly skilled and diverse workforce [added: or effectively manage changes in our workforce] can have an adverse effect on our business.

We and our business partners use water in the manufacturing [removed: and sourcing] of our products.

Lack of available water of acceptable quality, [removed: increasing focus] [added: actions] 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 stress, including due to the effects of climate change, [removed: may] [added: can] lead to: supply chain disruption; adverse effects on our operations or the operations of our business partners; higher compliance costs; [added: increased] 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 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.

Further, we must maintain mutually beneficial relationships with our key [removed: customers, including Walmart, to compete effectively.]

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

There can be no assurance that we will be able to maintain favorable arrangements and relationships with suppliers or that our contingency plans will be effective to [removed: prevent] [added: mitigate] disruptions that may arise from shortages or discontinuation of any raw materials and other supplies that we use in the manufacture, production and distribution of our [removed: products.][added: products or from operational or financial instability of our key suppliers.]

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

The raw materials and other supplies, including agricultural commodities, fuel and 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, 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 outbreaks (including COVID-19), labor shortages [added: or changes in availability of our or our business partners’ workforce] (including the lack of availability of truck drivers or as a result of COVID-19), strikes or work [removed: stoppages,] [added: stoppages (including by railway workers or other third parties involved in the manufacture, production and distribution of our products),] governmental incentives and controls (including import/export restrictions, such as new or increased tariffs, sanctions, quotas or trade barriers), 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.

We experienced higher than anticipated commodity, packaging and transportation costs during [removed: 2021,] [added: 2022,] which may continue.

[added: When input prices increase unexpectedly or significantly, 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 shutdowns or hostilities between countries) in these 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 [removed: for our products, any of which can adversely affect our business.]

Our [removed: operations,] [added: operations or the operations of our business partners,] including the distribution of our products and the ingredients or other raw materials used in the production of our products, may be disrupted if such events persist for a prolonged period of time, including due to actions taken by governmental authorities in affected cities and regions, 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, [removed: Russia,] the Middle East, China, South Africa, Brazil and India.

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

[removed: 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 information, including personal data we collect; maintaining accurate financial records and complying with regulatory, financial reporting, legal and tax requirements.

Similar risks exist with respect to [added: our business partners and] third-party providers, including 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.

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

[added: As a result, we are subject to] the [added: 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.

[removed: In addition, while we currently] maintain insurance coverage that, subject to its terms and conditions, is intended to address costs associated with certain aspects of cyber incidents and information systems failures, this insurance coverage may not, depending on the specific facts and circumstances surrounding an incident, cover all losses or all types of claims that arise from an incident, or the damage to our reputation or brands that may result from an incident.

The success of these [removed: transactions, including the recent completion of the Juice Transaction,] [added: transactions] 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; and receipt of necessary consents, clearances and approvals.

Risks associated with strategic transactions include integrating manufacturing, distribution, sales, accounting, financial reporting and administrative support activities and information technology systems with our company or difficulties separating such personnel, activities and systems in connection with divestitures; operating through new business models or in new categories or territories; motivating, recruiting and retaining executives and key employees; conforming controls (including internal control over financial [removed: reporting and] [added: reporting,] disclosure controls and [removed: procedures)] [added: procedures] and [added: data protection and cybersecurity) and] policies (including with respect to environmental compliance, health and safety compliance and compliance with anti-bribery laws); retaining existing customers and consumers and attracting new customers and consumers; managing tax costs or inefficiencies; maintaining good relations with divested or refranchised businesses in our supply or sales chain; inability to offset loss of revenue associated with divested brands or businesses; managing the impact of business decisions or other actions or omissions of our joint venture partners that may have different interests than we do; and other unanticipated problems or liabilities, such as contingent liabilities and litigation.

Depending on the function involved, such errors can also lead to business disruption, systems performance degradation, processing inefficiencies or other systems disruptions, the loss of or damage to intellectual property or sensitive data through security breaches or otherwise, incorrect or adverse effects on financial reporting, litigation, claims, legal or regulatory proceedings, inquiries or investigations, fines or penalties, remediation costs, [added: damage to our reputation or have a negative impact on employee morale, all of which can adversely affect our business.]

In addition, if we do not [removed: continue to] 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.

Climate change may [added: also] have a negative effect on agricultural [removed: productivity which may result] [added: production resulting] in decreased availability or less favorable pricing for certain commodities that are necessary for our products, such as potatoes, sugar cane, corn, wheat, rice, oats, oranges and other [removed: fruits (and fruit-derived oils).][added: commodities.]

[removed: In addition, climate] [added: Climate] change may [removed: also] increase the frequency or severity of natural disasters and other extreme weather conditions (including rising temperatures and drought), which could pose physical risks to our facilities, impair our production capabilities, disrupt our supply chain or impact demand for our products.

This increased focus may result in new or increased legal and regulatory requirements, such as potential carbon pricing [removed: programs,] [added: programs or revised product labeling requirements or other regulatory measures,] which [removed: could] [added: could, along with initiatives to meet our sustainability goals, continue to] result in significant increased costs and require additional investments in facilities and equipment.

In addition, any failure to achieve [added: or properly report on] our goals with respect to reducing our impact on the environment or perception of a failure to act responsibly with respect to the environment or to effectively respond to regulatory requirements concerning climate change can lead to adverse publicity, which could [removed: adversely affect] [added: result in reduced] demand for our [removed: products or] [added: products,] damage [added: to] our [removed: reputation.][added: reputation or increase the risk of litigation.]

Many of our employees [added: and employees of third parties that] are [added: involved in the manufacturing, production or distribution of our products are] covered by collective bargaining agreements, and other employees may seek to be covered by collective bargaining agreements.

Strikes or work stoppages or other business interruptions have occurred and may occur in the future if we [added: or the third parties that] are [added: involved in the manufacturing, production and distribution of our products are] unable to renew, or enter into new, collective bargaining agreements on satisfactory terms and can impair manufacturing and distribution of our products, [added: interrupt product supply,] lead to a loss of sales, increase our costs or otherwise affect our ability to fully implement future operational changes to enhance our efficiency or to adapt to changing business needs or strategy, all of which can adversely affect our business.

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

[removed: In addition, amortizable] intangible assets, property, plant and equipment and other long-lived assets are evaluated for impairment upon a significant change in the operating or macroeconomic environment.

A deterioration in our underlying assumptions regarding the impact of competitive operating conditions, macroeconomic [removed: conditions] [added: conditions, including the interest rate environment,] or other factors used to estimate the future performance of any of our reporting units or assets, including any deterioration in the weighted-average cost of capital based on market data available at the time, [removed: can] [added: have resulted and could in the future] result in an impairment charge, [removed: which can] [added: thereby] adversely [removed: affect] [added: affecting] our results of operations.

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

For example, [removed: Argentina] [added: Brazil] and [removed: Colombia] [added: Canada] enacted warning labeling requirements in [removed: 2021] [added: 2022] to indicate whether a particular pre-packaged food or beverage product is considered to be high in sugar, sodium or saturated fat.

Certain of our products are sold in packaging designed to be [removed: recyclable or] [added: recyclable,] commercially [removed: compostable.][added: compostable, biodegradable or reusable.]

Risks associated with the deadly conflict in Ukraine

The deadly conflict in Ukraine has continued to result in worldwide geopolitical and macroeconomic uncertainty and certain of our operations in Ukraine remain suspended.

The conflict has resulted and could continue to result in volatile commodity markets, supply chain disruptions, increased risk of cyber incidents or other disruptions to our information systems, reputational risk, heightened risks to employee safety, business disruptions (including labor shortages), significant volatility of the Russian ruble, limitations on access to credit markets and other corporate banking services, including working capital facilities, reduced availability and increased costs for transportation, energy, packaging and raw materials and other input costs, environmental, health and safety risks related to securing and maintaining facilities, additional sanctions, export controls and other legislation or regulations (including restrictions on the transfer of funds to and from Russia).

The ongoing conflict could result in the temporary or permanent loss of assets or result in additional impairment charges.

We cannot predict how and the extent to which the conflict will continue to affect our employees, operations, customers, consumers or business partners or our ability to achieve certain of our sustainability goals.

The conflict has adversely affected and could continue to adversely affect demand for our products and our global business.

Pandemics, epidemics or other disease outbreaks, such as COVID-19, have also impacted and could continue to impact consumer preferences and demand for our products.

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, business and environmental, social and governance practices, including with respect to human rights, child labor laws, diversity, equity and

Joint ventures in which we have an interest have also recalled, and could in the future recall, products for the same or other reasons.

unable to grow or maintain sales or category share or we may need to increase capital, marketing or other expenditures.

Our ability to do so has been and may continue to be impacted by challenges in the labor market, which has experienced and may continue to experience wage inflation, labor shortages, increased employee turnover, changes in availability of our workforce and a shift toward remote work.

customers, including Walmart, to compete effectively.

for our products, any of which can adversely affect our business.

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

In addition, these risks also exist in acquired businesses, joint ventures or companies we invest in or partner with that use separate information systems or that have not yet been fully integrated into our information systems.

In addition, while we currently

In addition, amortizable

For example, Italy enacted a flat tax on all beverages, including zero calorie beverages, effective January 1, 2023, at a rate of EUR 10 cent (0.11 U.S. dollars) per liter.

continue to increase over time, particularly as additional jurisdictions continue to adopt similar regulations.

In addition, in many jurisdictions,

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

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

Numerous measures have been implemented around the world to try to reduce the spread of the virus and these measures have impacted and continue to impact us, our business partners and consumers.

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

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

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

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

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

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.

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

We have also incurred, and 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, and cost inflation in commodities, packaging, transportation and other input costs, which have negatively impacted and may continue to negatively impact our profitability.

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

The impact of COVID-19 has heightened, or in some cases manifested, certain of the other risks discussed 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 emergence and spread of new variants of the virus, including the omicron and delta variants, the development and availability of effective treatments and vaccines, 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.

Consumer

When input prices increase unexpectedly or significantly, we may

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,

As a result, we are subject to the risk that

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

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

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

Our efforts to comply with these laws and

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.

| Executive Overview | | | [removed: [30](#i92ddc1325ca4423e9e7813adbb5a639f_85)] [added: [30](#icff5e662af89417fa73c2759175fcc28_82)] | | |

| Our Operations | | | [removed: [31](#i92ddc1325ca4423e9e7813adbb5a639f_88)] [added: [31](#icff5e662af89417fa73c2759175fcc28_85)] | | |

| Other Relationships | | | [removed: [31](#i92ddc1325ca4423e9e7813adbb5a639f_91)] [added: [31](#icff5e662af89417fa73c2759175fcc28_88)] | | |

| Our Business Risks | | | [removed: [31](#i92ddc1325ca4423e9e7813adbb5a639f_94)] [added: [31](#icff5e662af89417fa73c2759175fcc28_91)] | | |

| Results of Operations – Consolidated Review | | | [removed: [36](#i92ddc1325ca4423e9e7813adbb5a639f_97)] [added: [37](#icff5e662af89417fa73c2759175fcc28_94)] | | |

| Results of Operations – Division Review | | | [removed: [38](#i92ddc1325ca4423e9e7813adbb5a639f_100)] [added: [39](#icff5e662af89417fa73c2759175fcc28_97)] | | |

| Non-GAAP Measures | | | [removed: [43](#i92ddc1325ca4423e9e7813adbb5a639f_133)] [added: [44](#icff5e662af89417fa73c2759175fcc28_130)] | | |

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

| Our Liquidity and Capital Resources | | | [removed: [49](#i92ddc1325ca4423e9e7813adbb5a639f_154)] [added: [49](#icff5e662af89417fa73c2759175fcc28_160)] | | |

| Return on Invested Capital | | | [removed: [52](#i92ddc1325ca4423e9e7813adbb5a639f_160)] [added: [54](#icff5e662af89417fa73c2759175fcc28_169)] | | |

| Goodwill and Other Intangible Assets | | | [removed: [54](#i92ddc1325ca4423e9e7813adbb5a639f_169)] [added: [56](#icff5e662af89417fa73c2759175fcc28_178)] | | |

| Income Tax Expense and Accruals | | | [removed: [55](#i92ddc1325ca4423e9e7813adbb5a639f_172)] [added: [57](#icff5e662af89417fa73c2759175fcc28_181)] | | |

| Pension and Retiree Medical Plans | | | [removed: [56](#i92ddc1325ca4423e9e7813adbb5a639f_175)] [added: [58](#icff5e662af89417fa73c2759175fcc28_184)] | | |

| CONSOLIDATED STATEMENT OF INCOME | | | [removed: [59](#i92ddc1325ca4423e9e7813adbb5a639f_181)] [added: [60](#icff5e662af89417fa73c2759175fcc28_190)] | | |

| CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME | | | [removed: [60](#i92ddc1325ca4423e9e7813adbb5a639f_184)] [added: [61](#icff5e662af89417fa73c2759175fcc28_193)] | | |

| CONSOLIDATED STATEMENT OF CASH FLOWS | | | [removed: [61](#i92ddc1325ca4423e9e7813adbb5a639f_187)] [added: [62](#icff5e662af89417fa73c2759175fcc28_196)] | | |

| CONSOLIDATED BALANCE SHEET | | | [removed: [63](#i92ddc1325ca4423e9e7813adbb5a639f_190)] [added: [64](#icff5e662af89417fa73c2759175fcc28_199)] | | |

| CONSOLIDATED STATEMENT OF EQUITY | | | [removed: [64](#i92ddc1325ca4423e9e7813adbb5a639f_196)] [added: [65](#icff5e662af89417fa73c2759175fcc28_205)] | | |

| Note 1 – Basis of Presentation and Our Divisions | | | [removed: [65](#i92ddc1325ca4423e9e7813adbb5a639f_202)] [added: [66](#icff5e662af89417fa73c2759175fcc28_211)] | | |

| Note 2 – Our Significant Accounting Policies | | | [removed: [70](#i92ddc1325ca4423e9e7813adbb5a639f_208)] [added: [72](#icff5e662af89417fa73c2759175fcc28_217)] | | |

| Note 3 – Restructuring and Impairment Charges | | | [removed: [73](#i92ddc1325ca4423e9e7813adbb5a639f_214)] [added: [76](#icff5e662af89417fa73c2759175fcc28_223)] | | |

| Note 4 – Intangible Assets | | | [removed: [75](#i92ddc1325ca4423e9e7813adbb5a639f_217)] [added: [78](#icff5e662af89417fa73c2759175fcc28_229)] | | |

| Note 5 – Income Taxes | | | [removed: [78](#i92ddc1325ca4423e9e7813adbb5a639f_223)] [added: [81](#icff5e662af89417fa73c2759175fcc28_235)] | | |

| Note 6 – Share-Based Compensation | | | [removed: [81](#i92ddc1325ca4423e9e7813adbb5a639f_226)] [added: [85](#icff5e662af89417fa73c2759175fcc28_238)] | | |

| Note 7 – Pension, Retiree Medical and Savings Plans | | | [removed: [85](#i92ddc1325ca4423e9e7813adbb5a639f_232)] [added: [88](#icff5e662af89417fa73c2759175fcc28_241)] | | |

| Note 8 – Debt Obligations | | | [removed: [92](#i92ddc1325ca4423e9e7813adbb5a639f_238)] [added: [95](#icff5e662af89417fa73c2759175fcc28_247)] | | |

| Note 9 – Financial Instruments | | | [removed: [94](#i92ddc1325ca4423e9e7813adbb5a639f_244)] [added: [97](#icff5e662af89417fa73c2759175fcc28_253)] | | |

| Note 10 – Net Income Attributable to PepsiCo per Common Share | | | [removed: [99](#i92ddc1325ca4423e9e7813adbb5a639f_247)] [added: [101](#icff5e662af89417fa73c2759175fcc28_259)] | | |

| Note 11 – Accumulated Other Comprehensive Loss Attributable to PepsiCo | | | [removed: [100](#i92ddc1325ca4423e9e7813adbb5a639f_253)] [added: [102](#icff5e662af89417fa73c2759175fcc28_262)] | | |

| Note 13 – Acquisitions and Divestitures | | | [removed: [103](#i92ddc1325ca4423e9e7813adbb5a639f_259)] [added: [105](#icff5e662af89417fa73c2759175fcc28_268)] | | |

| Note 14 – Supplemental Financial Information | | | [removed: [106](#i92ddc1325ca4423e9e7813adbb5a639f_265)] [added: [108](#icff5e662af89417fa73c2759175fcc28_286)] | | |

| REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | | | [removed: [108](#i92ddc1325ca4423e9e7813adbb5a639f_268)] [added: [110](#icff5e662af89417fa73c2759175fcc28_289)] | | |

*Discussion in this Form 10-K includes results of operations and financial condition for [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] and year-over-year comparisons between [removed: 2021] [added: 2022] and [removed: 2020.][added: 2021.]

For discussion on results of operations and financial condition pertaining to [removed: 2019] [added: 2020] and year-over-year comparisons between [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] please refer to [removed: “Management's] [added: “Management’s] Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December [removed: 26, 2020.*][added: 25, 2021.*]

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

As a global company with deep local ties, we faced many of the same challenges in [removed: 2021] [added: 2022] as our consumers, customers, and competitors across the world, including [removed: the second year of the COVID-19 pandemic; a worsening climate crisis;] supply chain disruptions; inflationary pressures; shifting consumer preferences and behaviors; [added: another year of the COVID-19 pandemic;] a [added: worsening climate crisis; a] highly competitive operating environment; a rapidly changing retail landscape, including the growth in e-commerce; continued macroeconomic and political [removed: volatility;] [added: volatility, including the deadly conflict in Ukraine;] and an evolving regulatory landscape.

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

pep+ is a strategic end-to-end transformation of our business, with sustainability [added: and human capital] 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+ [removed: will guide] [added: guides] how we [removed: will work] [added: are working] 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.

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

| FLNA | | | [41](#icff5e662af89417fa73c2759175fcc28_106) | | |

| QFNA | | | [41](#icff5e662af89417fa73c2759175fcc28_109) | | |

| PBNA | | | [42](#icff5e662af89417fa73c2759175fcc28_112) | | |

| LatAm | | | [42](#icff5e662af89417fa73c2759175fcc28_115) | | |

| Europe | | | [42](#icff5e662af89417fa73c2759175fcc28_118) | | |

| AMESA | | | [43](#icff5e662af89417fa73c2759175fcc28_121) | | |

| APAC | | | [43](#icff5e662af89417fa73c2759175fcc28_124) | | |

| Material Changes in Line Items in Our Consolidated Financial Statements | | | [52](#icff5e662af89417fa73c2759175fcc28_166) | | |

| Revenue Recognition | | | [55](#icff5e662af89417fa73c2759175fcc28_175) | | |

| Note 12 – Leases | | | [103](#icff5e662af89417fa73c2759175fcc28_265) | | |

| GLOSSARY | | | [114](#icff5e662af89417fa73c2759175fcc28_292) | | |

In 2022, we elevated a number of external strategic partnerships and key engagements with this focus, including a partnership with Archer Daniels Midland Company (ADM) to scale regenerative agriculture across our shared supply chains, up to 2 million acres; a research agreement with MIT to develop a more precise measurement of the greenhouse gas impact of regenerative agriculture practices; a strategic engagement with Corteva focused on agriculture sustainability, new substrates, and affordability in food corn and vegetable oils; and a joint effort with a start-up called N-Drip to scale advantaged micro irrigation technology that can provide water-saving, crop-enhancing benefits to farmers around the world.

In 2022, we also announced a new global packaging goal intended to double the percentage of all beverage servings delivered through reusable models from 10% to 20% by 2030.

And we continue to empower each one of our approximately 315,000 employees to make a positive impact in their communities through our global workforce volunteering program, One Smile at a Time.

We are also continuing to scale new business models that require little or no single-use packaging, including the iconic SodaStream, already sold in more than 45 countries, and the new SodaStream Professional platform, allowing users to personalize their choices in reusable containers at home or on the go.

During 2022, we continued to experience significantly higher operating costs, including on transportation, labor and commodity (including energy) costs, which we expect to continue in 2023.

A number of external factors, including the deadly conflict in Ukraine, the COVID-19 pandemic, the inflationary cost environment, adverse weather conditions, supply chain disruptions

See Notes 1 and 4 to our consolidated financial statements for a discussion of impairment charges recognized in the year ended December 31, 2022.

Risks Associated with the Deadly Conflict in Ukraine

In addition to the risks associated with international operations discussed above, we continue to face risks associated with the deadly conflict in Ukraine.

The conflict has continued to result in worldwide geopolitical and macroeconomic uncertainty, and certain of our operations in Ukraine remain suspended.

We have suspended sales to our customers of Pepsi-Cola and certain of our other global beverage brands, our discretionary capital investments and advertising and promotional activities in Russia, which has negatively impacted and could continue to negatively impact our business.

We continue to offer our other products in Russia.

Our operations in Russia accounted for 5% and 4% of our consolidated net revenue for the year ended December 31, 2022 and December 25, 2021, respectively.

Russia accounted for 4% and 5% of our consolidated assets, including 9% and 1% of our consolidated cash and cash equivalents, and 32% and 35% of our accumulated currency translation adjustment loss as of December 31, 2022 and December 25, 2021, respectively.

Our operations in Ukraine accounted for 0.2% and 0.5% of our consolidated net revenue for the year ended December 31, 2022 and December 25, 2021, respectively.

Ukraine accounted for 0.1% and 0.3% of our consolidated assets as of December 31, 2022 and December 25, 2021, respectively.

The conflict has resulted and could continue to result in volatile commodity markets, supply chain disruptions, increased risk of cyber incidents or other disruptions to our information systems, reputational risks, heightened risks to employee safety, business disruptions (including labor shortages), significant volatility of the Russian ruble, limitations on access to credit markets and other corporate banking services, including working capital facilities, reduced availability and increased costs for transportation, energy, packaging, raw materials and other input costs, environmental, health and safety risks related to securing and maintaining facilities, additional sanctions, export controls and other legislation or regulations (including restrictions on the transfer of funds to and from Russia).

The ongoing conflict could result in the temporary or permanent loss of assets or additional impairment charges.

We cannot predict how and the extent to which the conflict will continue to affect our employees, customers, operations or business partners or our ability to achieve certain of our sustainability goals.

The conflict has adversely affected and could continue to adversely affect demand for our products and our global business.

See Notes 1 and 4 to our consolidated financial statements for a discussion of the Russia-Ukraine conflict charges, including impairment charges, recognized in the year ended December 31, 2022.

The extent of the impact of these tragic events on our business remains uncertain and will continue to depend on numerous evolving factors that we are not able to accurately predict, including the duration and scope of the conflict, regional instability and ongoing and additional financial and economic sanctions, export controls and other legislation imposed by governments.

We will continue to monitor and assess the situation as circumstances evolve and to identify actions to potentially mitigate any unfavorable impacts on our future results.

We have seen and expect to continue to see a further shift to e-commerce, online-to-

Throughout the year, the Board and relevant Committees of the Board receive updates from management with respect to various enterprise risk management issues and dedicate a portion of their meetings to reviewing and discussing specific risk topics in greater detail, including risks related to cybersecurity, food safety, sustainability, human capital management (including diversity, equity and inclusion) and supply chain and commodity inflation.

The Board receives and provides feedback on regular updates from management regarding the Company’s top risks, including updates from members of management responsible for overseeing impacted areas (for example, the Global Chief Information Officer and Chief Information Security Officer), governance processes associated with managing these risks, the status of projects to strengthen the Company’s risk mitigation efforts and recent incidents impacting the industry and threat landscape.

Given that cybersecurity risks can impact various areas of responsibility of the Committees of the Board, the Board believes it is useful and effective for the full Board to maintain direct oversight over cybersecurity matters.

In evaluating top risks, the Board and management consider short-, medium- and long-term potential impacts on the Company’s business, financial condition and results of operations, including looking at the internal and external environment when evaluating risks, risk amplifiers and emerging trends, and considers the risk horizon as part of prioritizing the Company’s risk mitigation efforts.

The Board receives updates through presentations, memos and other written materials, teleconferences and other appropriate means of communication, with numerous opportunities for discussion and feedback, and continuously evaluates its approach in addressing top risks as circumstances evolve.

| FLNA | | | [40](#i92ddc1325ca4423e9e7813adbb5a639f_109) | | |

| QFNA | | | [40](#i92ddc1325ca4423e9e7813adbb5a639f_112) | | |

| PBNA | | | [40](#i92ddc1325ca4423e9e7813adbb5a639f_115) | | |

| LatAm | | | [41](#i92ddc1325ca4423e9e7813adbb5a639f_118) | | |

| Europe | | | [41](#i92ddc1325ca4423e9e7813adbb5a639f_121) | | |

| AMESA | | | [42](#i92ddc1325ca4423e9e7813adbb5a639f_124) | | |

| APAC | | | [42](#i92ddc1325ca4423e9e7813adbb5a639f_127) | | |

| Results of Operations – Other Consolidated Results | | | [43](#i92ddc1325ca4423e9e7813adbb5a639f_130) | | |

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

| Note 12 – Leases | | | [101](#i92ddc1325ca4423e9e7813adbb5a639f_256) | | |

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

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

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

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

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.

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

Numerous measures have been implemented around the world to try to reduce the spread of the virus, including travel bans and restrictions, quarantines, curfews, restrictions on public gatherings, shelter in place and safer-at-home orders, business shutdowns and closures.

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

material shortages or reduced availability of air or other commercial transport, port closures or border restrictions, any of which can impact our ability to make, manufacture, distribute and sell our products.

In addition, measures that impact our ability to access our offices, plants, warehouses, distribution centers or other facilities, or that impact the ability of our business partners to do the same or the inability of a significant portion of our or our business partners’ workforce to work because of illness, absenteeism, quarantine, vaccine mandates, or travel or other governmental restrictions, may continue to impact the availability or productivity of our and their employees, many of whom are not able to perform their job functions remotely.

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

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

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

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

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

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

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

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

While we have developed and implemented and continue to develop and implement health and safety protocols, business continuity plans and crisis management protocols in an effort to mitigate the negative impact of COVID-19 to our employees and our business, the extent of the impact of the pandemic on our business and financial results 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 emergence and spread of new variants of the virus, including the omicron and delta variants, the development and availability of effective treatments and vaccines, 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.

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

In addition, COVID-19 has resulted in increased regulatory focus on labeling in certain jurisdictions, including in Mexico which enacted product labeling requirements and limitations on the marketing of certain of our products as a result of ingredients or substances contained in such products.

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

The Board receives updates on key risks throughout the year, including risks related to food safety and cybersecurity.

During 2021, in addition to COVID-19 discussions as part of risk updates to the Board and the relevant Committees, the Board was provided with updates on COVID-19’s impact to our business, financial condition and operations through memos, teleconferences or other appropriate means of communication.

During 2021, favorable foreign exchange contributed 1 percentage point to net revenue growth, primarily due to appreciation in the Mexican peso, Canadian dollar and South African rand.

In addition, APAC licenses the Tropicana brand for use in China on co-branded juice products in connection with a strategic alliance with Tingyi.

The operating margin decline primarily reflects higher commodity costs.

Lower charges taken as a result of the COVID-19 pandemic compared to the prior year contributed 6 percentage points to operating profit growth.

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

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. and Ocean Spray Cranberries, Inc. [removed: (Ocean Spray).][added: In 2022, PBNA began to distribute Hard MTN Dew, an alcoholic beverage manufactured and owned by the Boston Beer Company.]

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 [removed: venture (Juice Transaction) that will operate] [added: venture, Tropicana Brands Group (TBG), operating] across North America and [removed: Europe.][added: Europe (Juice Transaction).]

In the [removed: U.S.,] [added: United States,] PepsiCo acts as the exclusive distributor for [removed: the new joint venture’s] [added: TBG’s] portfolio of brands for small-format and foodservice customers with chilled [removed: direct-store-delivery.][added: direct-store-delivery (DSD).]

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

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

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

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

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 [removed: a newly formed joint venture that will operate] [added: TBG, operating] across North America and Europe.

Our products are primarily brought to market through [removed: direct-store-delivery (DSD),] [added: DSD,] customer warehouse and distributor networks and are also sold directly to consumers through e-commerce platforms and retailers.

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

During [removed: 2021,] [added: 2022,] we [removed: experienced higher than anticipated] [added: continued to experience increased] commodity, packaging and other input costs and, in some instances, [removed: limited shortages due to global inflation,] supply [removed: chain disruptions, labor shortages, increased demand and other regulatory and macroeconomic factors associated with] [added: constraints related to] the [added: deadly conflict in Ukraine, the] novel coronavirus (COVID-19) pandemic, [added: the inflationary cost environment, adverse weather conditions, supply chain disruptions and labor shortages,] which has continued into fiscal [removed: 2022.][added: 2023.]

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

We own numerous valuable trademarks which are essential to our worldwide businesses, including Agusha, Amp Energy, Aquafina, Aquafina Flavorsplash, Arto Lifewtr, [added: Baja Blast,] BaiCaoWei, Bare, Bokomo, [removed: Bolt24,] bubly, Cap’n Crunch, Ceres, Cheetos, Chester’s, [removed: 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, Gatorade [added: Fit, Gatorade] Zero, Gatorlyte, Grandma’s, H2oh!, [added: Hard MTN Dew,] Health Warrior, Imunele, J7, Kas, Kurkure, Lay’s, Life, Lifewtr, Liquifruit, Lubimy, [removed: 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 Kickstart, Mountain Dew Zero Sugar, MTN Dew Energy, Mug, Munchies, Muscle Milk, Near East, Off the Eaten Path, Paso de los Toros, Pasta Roni, Pearl Milling Company, Pepsi, Pepsi Black, Pepsi Max, Pepsi Zero Sugar, PopCorners, Pronutro, Propel, Quaker, Quaker Chewy, Quaker Simply Granola, Rice-A-Roni, Rockstar Energy, Rold Gold, Ruffles, Sabritas, Safari, Sakata, [removed: Saladitas,] [added: Saladitas Gamesa,] 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, [added: Starry,] Sting, Stubborn Soda, SunChips, Toddy, Toddynho, Tostitos, V Water, Vesely Molochnik, Walkers, Weetbix, White Star, Ya and Yachak.

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

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

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

Changes to the retail landscape, including increased consolidation of retail ownership, the 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 [removed: environment, including in light of the COVID-19 pandemic,] [added: environment] continue to increase the importance of major customers.

In [removed: 2021,] [added: 2022,] sales to Walmart Inc. (Walmart) and its affiliates, including Sam’s Club (Sam’s), represented approximately [removed: 13%] [added: 14%] of our consolidated net revenue, with sales reported across all of our divisions, including concentrate sales to our independent bottlers, which were used in finished goods sold by them to Walmart.

In [removed: 2021,] [added: 2022,] we and The Coca-Cola Company represented approximately [removed: 22%] [added: 20%] and [removed: 19%,] [added: 21%,] respectively, of the U.S. liquid refreshment beverage category by estimated retail sales in measured channels, according to Information Resources, Inc. However, The Coca-Cola [added: Company has significant carbonated soft drink (CSD) share advantage in many markets outside the United States.]

These activities principally involve: innovations focused on creating consumer preferred products to grow and transform our portfolio through development of new technologies, ingredients, flavors and substrates; development and improvement of our manufacturing [removed: processes] [added: processes,] including reductions in cost and environmental footprint; implementing product improvements to our global portfolio that reduce added sugars, sodium or saturated fat; offering more products with functional ingredients and positive nutrition including whole grains, fruit, vegetables, dairy, protein, fiber, micronutrients and hydration; development of packaging technology and new package designs, including reducing the amount of plastic in our packaging and developing recyclable, compostable, biodegradable or otherwise sustainable packaging; development of marketing, merchandising and dispensing equipment; further expanding our beyond the bottle portfolio including innovation for our SodaStream business; investments in technology and digitalization, including artificial intelligence and data analytics to enhance our consumer insights and research; continuing to strengthen our omnichannel capabilities, particularly in e-commerce; and efforts focused on reducing our impact on the environment, including reducing water use in our operations and our agricultural practices and reducing our [removed: climate] [added: environmental] impact in our operations throughout our value chain.

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

We are subject to numerous similar and other laws and regulations outside the United States, including but not limited to laws and regulations governing food safety, international trade and tariffs, supply [removed: chain,] [added: chains,] including the U.K. Modern Slavery Act, occupational health and safety, competition, anti-corruption and data privacy, including the European Union General Data Protection Regulation.

In addition, certain jurisdictions have either imposed or are considering imposing regulations designed to increase recycling [removed: rates or] [added: rates,] encourage waste [removed: reduction.][added: reduction or to restrict the sale of products utilizing certain packaging.]

These regulations vary in scope and form from [added: deposit return systems designed to incentivize]

[removed: deposit return systems designed to incentivize] the return of beverage containers, to extended producer responsibility policies and even [added: restrictions or] bans on the use of [removed: some] [added: certain] types of [added: packaging, including] single-use [removed: plastics.][added: plastics and packaging containing per- and polyfluoroalkyl substances (PFAS).]

In the United States, [removed: our facilities must comply with] [added: we are subject to] the Clean Air Act, the Clean Water Act, the Comprehensive Environmental Response, Compensation and Liability Act, the Resource Conservation and Recovery Act and other [removed: federal and] [added: federal,] state [added: and local] laws [added: and regulations] regarding handling, storage, release and disposal of wastes generated onsite and sent to third-party owned and operated offsite licensed [removed: facilities and our facilities outside the United States must comply with similar laws and regulations.][added: facilities.]

In addition, continuing concern over environmental, social and governance matters, including climate change, is expected to continue to result in new or increased legal and regulatory requirements (in or outside of the United States) to reduce [removed: or] [added: emissions to] mitigate the potential effects of greenhouse gases, to limit or impose additional costs on commercial water use due to local water scarcity concerns or to expand mandatory reporting of certain environmental, social and governance metrics.

In addition, we and our subsidiaries are subject to environmental remediation obligations arising in the normal course of business, as well as remediation and related indemnification obligations in connection with certain historical activities and contractual obligations, including those of businesses [added: or properties] acquired by us or our subsidiaries.

We employed approximately [removed: 309,000] [added: 315,000] people worldwide as of December [removed: 25, 2021,] [added: 31, 2022,] including approximately [removed: 129,000] [added: 132,000] people within the United States.

We also continue to invest in emerging technologies to protect our employees from injuries, including leveraging fleet telematics and distracted driving technology, resulting in reductions in road traffic [removed: accidents,] [added: incidents,] and deploying [removed: wearable] ergonomic [added: and machine safety] risk reduction [removed: devices.][added: solutions.]

As of December [removed: 25, 2021,] [added: 31, 2022,] our global workforce was approximately 27% female, while management roles were approximately [removed: 43%] [added: 44%] female.

As of December [removed: 25, 2021,] [added: 31, 2022,] approximately [removed: 45%] [added: 48%] of our U.S. workforce was comprised of racially/ethnically diverse individuals, of which approximately [removed: 31%] [added: 33%] of our U.S. associates in managerial roles were racially/ethnically diverse individuals.

[removed: Direct] [added: The Board has overseen appointments of current direct] reports of our Chief Executive [removed: Officer] [added: Officer, who] include 7 executives globally who are racially/ethnically diverse and/or female.

In [removed: 2021,] [added: 2022,] PepsiCo employees completed over [removed: 1,000,000] [added: 1 million] hours of training.

LatAm

impact on our business or financial results.

In the United States, PepsiCo acts as the exclusive distributor for TBG’s portfolio of brands for small-format and foodservice customers with chilled DSD.

The U.S. laws and regulations that we are subject to include, but are not limited to: the Federal Food, Drug and Cosmetic Act and various state laws governing food safety; the Food Safety Modernization Act; the Occupational Safety and Health Act and various state laws and regulations governing workplace health

Our operations outside the United States are subject to similar laws and regulations.

We are

also focused on the safety of our associates in Ukraine and have provided humanitarian aid, goods and services to support our people and communities facing the ongoing deadly conflict.

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

Further, APAC licenses the Tropicana brand for use in China on co-branded juice products in connection with a strategic alliance with Tingyi (Cayman Islands) Holding Corp. (Tingyi).

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

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

For the fiscal year ended December [removed: 25, 2021][added: 31, 2022]

[removed: ][added: ]

| [removed: 2.500%] [added: 3.200%] Senior Notes Due [removed: 2022] [added: 2029] | | | | | | [removed: PEP22a] [added: PEP29] | | | | | | 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: 11, 2021,] [added: 10, 2022,] the last day of business of our most recently completed second fiscal quarter, was [removed: $203.9] [added: $224.2] 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: 3, 2022] [added: 2, 2023] was [removed: 1,383,451,400.][added: 1,377,251,316.]

Portions of the Proxy Statement relating to PepsiCo, Inc.’s [removed: 2022] [added: 2023] Annual Meeting of Shareholders are incorporated by reference into Part III of this Form 10-K.

For the Fiscal Year Ended December [removed: 25, 2021][added: 31, 2022]

| Item 1. | | | [removed: [Business](#i92ddc1325ca4423e9e7813adbb5a639f_16)] [added: [Business](#icff5e662af89417fa73c2759175fcc28_16)] | | | [removed: [2](#i92ddc1325ca4423e9e7813adbb5a639f_16)] [added: [2](#icff5e662af89417fa73c2759175fcc28_16)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i92ddc1325ca4423e9e7813adbb5a639f_55)] [added: Factors](#icff5e662af89417fa73c2759175fcc28_52)] | | | [removed: [11](#i92ddc1325ca4423e9e7813adbb5a639f_55)] [added: [11](#icff5e662af89417fa73c2759175fcc28_52)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i92ddc1325ca4423e9e7813adbb5a639f_58)] [added: Comments](#icff5e662af89417fa73c2759175fcc28_55)] | | | [removed: [23](#i92ddc1325ca4423e9e7813adbb5a639f_58)] [added: [23](#icff5e662af89417fa73c2759175fcc28_55)] | | |

| Item 2. | | | [removed: [Properties](#i92ddc1325ca4423e9e7813adbb5a639f_61)] [added: [Properties](#icff5e662af89417fa73c2759175fcc28_58)] | | | [removed: [24](#i92ddc1325ca4423e9e7813adbb5a639f_61)] [added: [24](#icff5e662af89417fa73c2759175fcc28_58)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i92ddc1325ca4423e9e7813adbb5a639f_64)] [added: Proceedings](#icff5e662af89417fa73c2759175fcc28_61)] | | | [removed: [24](#i92ddc1325ca4423e9e7813adbb5a639f_64)] [added: [24](#icff5e662af89417fa73c2759175fcc28_61)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i92ddc1325ca4423e9e7813adbb5a639f_67)] [added: Disclosures](#icff5e662af89417fa73c2759175fcc28_64)] | | | [removed: [25](#i92ddc1325ca4423e9e7813adbb5a639f_67)] [added: [24](#icff5e662af89417fa73c2759175fcc28_64)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i92ddc1325ca4423e9e7813adbb5a639f_76)] [added: Securities](#icff5e662af89417fa73c2759175fcc28_73)] | | | [removed: [28](#i92ddc1325ca4423e9e7813adbb5a639f_76)] [added: [28](#icff5e662af89417fa73c2759175fcc28_73)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i92ddc1325ca4423e9e7813adbb5a639f_82)] [added: Operations](#icff5e662af89417fa73c2759175fcc28_79)] | | | [removed: [29](#i92ddc1325ca4423e9e7813adbb5a639f_82)] [added: [29](#icff5e662af89417fa73c2759175fcc28_79)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i92ddc1325ca4423e9e7813adbb5a639f_274)] [added: Risk](#icff5e662af89417fa73c2759175fcc28_295)] | | | [removed: [114](#i92ddc1325ca4423e9e7813adbb5a639f_274)] [added: [116](#icff5e662af89417fa73c2759175fcc28_295)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i92ddc1325ca4423e9e7813adbb5a639f_277)] [added: Data](#icff5e662af89417fa73c2759175fcc28_298)] | | | [removed: [114](#i92ddc1325ca4423e9e7813adbb5a639f_277)] [added: [116](#icff5e662af89417fa73c2759175fcc28_298)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i92ddc1325ca4423e9e7813adbb5a639f_286)] [added: Disclosure](#icff5e662af89417fa73c2759175fcc28_301)] | | | [removed: [114](#i92ddc1325ca4423e9e7813adbb5a639f_286)] [added: [116](#icff5e662af89417fa73c2759175fcc28_301)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i92ddc1325ca4423e9e7813adbb5a639f_280)] [added: Procedures](#icff5e662af89417fa73c2759175fcc28_304)] | | | [removed: [114](#i92ddc1325ca4423e9e7813adbb5a639f_280)] [added: [116](#icff5e662af89417fa73c2759175fcc28_304)] | | |

| Item 9B. | | | [Other [removed: Information](#i92ddc1325ca4423e9e7813adbb5a639f_283)] [added: Information](#icff5e662af89417fa73c2759175fcc28_307)] | | | [removed: [115](#i92ddc1325ca4423e9e7813adbb5a639f_283)] [added: [117](#icff5e662af89417fa73c2759175fcc28_307)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i92ddc1325ca4423e9e7813adbb5a639f_2789)] [added: Inspections](#icff5e662af89417fa73c2759175fcc28_310)] | | | [removed: [115](#i92ddc1325ca4423e9e7813adbb5a639f_2789)] [added: [117](#icff5e662af89417fa73c2759175fcc28_310)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i92ddc1325ca4423e9e7813adbb5a639f_292)] [added: Governance](#icff5e662af89417fa73c2759175fcc28_316)] | | | [removed: [115](#i92ddc1325ca4423e9e7813adbb5a639f_292)] [added: [117](#icff5e662af89417fa73c2759175fcc28_316)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i92ddc1325ca4423e9e7813adbb5a639f_295)] [added: Compensation](#icff5e662af89417fa73c2759175fcc28_319)] | | | [removed: [115](#i92ddc1325ca4423e9e7813adbb5a639f_295)] [added: [117](#icff5e662af89417fa73c2759175fcc28_319)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i92ddc1325ca4423e9e7813adbb5a639f_298)] [added: Matters](#icff5e662af89417fa73c2759175fcc28_322)] | | | [removed: [116](#i92ddc1325ca4423e9e7813adbb5a639f_298)] [added: [118](#icff5e662af89417fa73c2759175fcc28_322)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i92ddc1325ca4423e9e7813adbb5a639f_301)] [added: Independence](#icff5e662af89417fa73c2759175fcc28_325)] | | | [removed: [116](#i92ddc1325ca4423e9e7813adbb5a639f_301)] [added: [118](#icff5e662af89417fa73c2759175fcc28_325)] | | |

| Item 14. | | | [Principal Accounting Fees and [removed: Services](#i92ddc1325ca4423e9e7813adbb5a639f_304)] [added: Services](#icff5e662af89417fa73c2759175fcc28_328)] | | | [removed: [116](#i92ddc1325ca4423e9e7813adbb5a639f_304)] [added: [118](#icff5e662af89417fa73c2759175fcc28_328)] | | |

| Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#i92ddc1325ca4423e9e7813adbb5a639f_310)] [added: Schedules](#icff5e662af89417fa73c2759175fcc28_334)] | | | [removed: [117](#i92ddc1325ca4423e9e7813adbb5a639f_310)] [added: [119](#icff5e662af89417fa73c2759175fcc28_334)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#i92ddc1325ca4423e9e7813adbb5a639f_313)] [added: Summary](#icff5e662af89417fa73c2759175fcc28_337)] | | | [removed: [118](#i92ddc1325ca4423e9e7813adbb5a639f_313)] [added: [119](#icff5e662af89417fa73c2759175fcc28_337)] | | |

| 3.550% Senior Notes Due 2034 | | | | | | PEP34 | | | | | | The Nasdaq Stock Market LLC | | |

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

[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: 2021] [added: 2022] year and that remain unresolved.

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

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

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

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

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

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

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

| Europe | | | Convenient food plant | | | | | | Leicester, United Kingdom | | | | | | Leased | | |

| PBNA | | | Tropicana plant (a) | | | | | | Bradenton, Florida | | | | | | Owned | | |

(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.

| David J. Flavell | | | | | | [removed: 50] [added: 51] | | | | | | Executive Vice President, General Counsel and Corporate Secretary, PepsiCo | | |

| Marie T. Gallagher | | | | | | [removed: 62] [added: 63] | | | | | | Senior Vice President and Controller, PepsiCo | | |

| Hugh F. Johnston | | | | | | [removed: 60] [added: 61] | | | | | | Vice Chairman, PepsiCo; Executive Vice President and Chief Financial Officer, PepsiCo | | |

| Ram Krishnan | | | | | | [removed: 51] [added: 52] | | | | | | Chief Executive Officer, International [removed: Franchise] Beverages and Chief Commercial Officer | | |

| Ramon L. Laguarta | | | | | | [removed: 58] [added: 59] | | | | | | Chairman of the Board of Directors and Chief Executive Officer, PepsiCo | | |

| Silviu Popovici | | | | | | [removed: 54] [added: 55] | | | | | | Chief Executive Officer, Europe | | |

| Paula Santilli | | | | | | [removed: 57] [added: 58] | | | | | | Chief Executive Officer, Latin America | | |

| Ronald Schellekens | | | | | | [removed: 57] [added: 58] | | | | | | Executive Vice President and Chief Human Resources Officer, PepsiCo | | |

| Kirk Tanner | | | | | | [removed: 53] [added: 54] | | | | | | Chief Executive Officer, PepsiCo Beverages North America | | |

| Eugene Willemsen | | | | | | [removed: 54] [added: 55] | | | | | | Chief Executive Officer, Africa, Middle East, South Asia | | |

| Steven Williams | | | | | | [removed: 56] [added: 57] | | | | | | Chief Executive Officer, PepsiCo Foods North America | | |

Flavell has served as Executive Vice President, General Counsel and Corporate Secretary, PepsiCo since [removed: March] 2021.

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 [added: President, Operations from 2006 to 2007, and Senior Vice President, Transformation from 2005 to 2006.]

Mr. Johnston joined PepsiCo in 1987 as a Business Planner and held various finance positions until 1999 when he left to join Merck & Co., Inc. as Vice President, Retail, a position which he held until he [removed: rejoined PepsiCo in 2002.]

From 2002 to 2006, he was General Manager for Iberia Snacks and Juices, and from 1999 to [removed: 2001] [added: 2001,] a General Manager for Greece Snacks.

[removed: Prior to that, he worked for PepsiCo for nine years from 1994 to 2003] in various international, senior human resources roles, including assignments in Switzerland, Spain, South Africa, the United Kingdom and Poland, where he was most recently responsible for the Europe, Middle East & Africa region for PepsiCo Foods International.

Executive officers are elected by our [removed: Board of Directors,] [added: Board,] and their terms of office continue until the next annual meeting of the Board or until their successors are elected and have qualified.

rejoined PepsiCo in 2002.

Prior to that, he worked for PepsiCo for nine years from 1994 to 2003

__________________________________________________

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

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

Shareholders – As of February [removed: 3, 2022,] [added: 2, 2023,] there were approximately [removed: 101,778] [added: 98,573] shareholders of record of our common stock.

The declaration and payment of future dividends are at the discretion of the [removed: Board of Directors.][added: Board.]

On February [removed: 2, 2022,] [added: 1, 2023,] the Board [removed: of Directors] declared a quarterly dividend of [removed: $1.075] [added: $1.15] per share payable March 31, [removed: 2022,] [added: 2023,] to shareholders of record on March [removed: 4, 2022.][added: 3, 2023.]

For the remainder of [removed: 2022,] [added: 2023,] the record dates for these dividend payments are expected to be June [removed: 3,] [added: 2,] September [removed: 2] [added: 1] and December [removed: 2, 2022,] [added: 1, 2023,] subject to [added: the] approval of the [removed: Board of Directors.][added: Board.]

On February [removed: 10, 2022,] [added: 9, 2023,] we announced a [removed: 7%] [added: 10.0%] increase in our annualized dividend to [removed: $4.60] [added: $5.06] per share from [removed: $4.30] [added: $4.60] per share, effective with the dividend expected to be paid in June [removed: 2022.][added: 2023.]

We expect to return a total of approximately $7.7 billion to shareholders in [removed: 2022,] [added: 2023,] comprising dividends of approximately [removed: $6.2] [added: $6.7] billion and share repurchases of approximately [removed: $1.5] [added: $1.0] billion.

A summary of our common stock repurchases (in millions, except average price per share) during the fourth quarter of 2022 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 | | |

| 9/3/2022 | | | | | | | | | | | | | | | | | | | | | $ | 8,821 | |

| 9/4/2022 - 10/1/2022 | | | 0.9 | | | | | | $ | 168.54 | | | | | 0.9 | | | | | | (153) | | |

| | | | | | | | | | | | | | | | | | | | | | 8,668 | | |

| 10/2/2022 - 10/29/2022 | | | 0.2 | | | | | | $ | 174.47 | | | | | 0.2 | | | | | | (46) | | |

| | | | | | | | | | | | | | | | | | | | | | 8,622 | | |

| 10/30/2022 - 11/26/2022 | | | 0.4 | | | | | | $ | 179.94 | | | | | 0.4 | | | | | | (67) | | |

| | | | | | | | | | | | | | | | | | | | | | 8,555 | | |

| 11/27/2022 - 12/31/2022 | | | 0.3 | | | | | | $ | 182.84 | | | | | 0.3 | | | | | | (55) | | |

| Total | | | 1.8 | | | | | | $ | 174.04 | | | | | 1.8 | | | | | | $ | 8,500 | |

(a)All shares were repurchased in open market transactions pursuant to the $10 billion repurchase program authorized by our Board and publicly announced on February 10, 2022, which commenced on February 11, 2022 and will expire on February 28, 2026.

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).

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

Based on that evaluation, our management concluded that our internal control over financial reporting was effective as of December [removed: 25, 2021.][added: 31, 2022.]

(c) Changes in Internal Control over Financial Reporting. During our fourth quarter of [removed: 2021,] [added: 2022,] we continued migrating certain of our financial processing systems to an [removed: ERP] [added: Enterprise Resource Planning (ERP)] solution.

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

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

Except 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: 2021] [added: 2022] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

In connection with our 2019 multi-year

In connection with this

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

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: 2022] [added: 2023] Annual Meeting of Shareholders to be filed with the SEC within 120 days of the year ended December [removed: 25, 2021 (the] [added: 31,] 2022 [added: (the 2023] 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: 2022] [added: 2023] 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: 2022] [added: 2023] 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: 2022] [added: 2023] Proxy Statement under the caption “Corporate Governance at PepsiCo – Committees of the Board of Directors – Audit Committee” and is incorporated herein by reference.

Information about director and executive officer compensation, Compensation Committee interlocks and the Compensation Committee Report is contained in our [removed: 2022] [added: 2023] Proxy Statement under the captions [removed: “2021][added: “2022]

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

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: 2022] [added: 2023] 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: 2022] [added: 2023] 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: 2022] [added: 2023] 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: 2022] [added: 2023] Proxy Statement under the caption “Ratification of Appointment of Independent Registered Public Accounting Firm – Audit and Other Fees” and is incorporated herein by reference.

| | | | Consolidated Statement of Income – Fiscal years ended December [added: 31, 2022, December] 25, [removed: 2021,] [added: 2021 and] December 26, 2020 [removed: and December 28, 2019] | | |

| | | | Consolidated Statement of Comprehensive Income – Fiscal years ended December [added: 31, 2022, December] 25, [removed: 2021,] [added: 2021 and] December 26, 2020 [removed: and December 28, 2019] | | |

| | | | Consolidated Statement of Cash Flows – Fiscal years ended December [added: 31, 2022, December] 25, [removed: 2021,] [added: 2021 and] December 26, 2020 [removed: and December 28, 2019] | | |

| | | | Consolidated Balance Sheet – December [removed: 25, 2021] [added: 31, 2022] and December [removed: 26, 2020] [added: 25, 2021] | | |

| | | | Consolidated Statement of Equity – Fiscal years ended December [added: 31, 2022, December] 25, [removed: 2021,] [added: 2021 and] December 26, 2020 [removed: and December 28, 2019] | | |

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

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

| 4.9 | | | [Form of [removed: 3.100%] [added: 3.500%] Senior Note due [removed: 2022,] [added: 2025,] which is incorporated herein by reference to Exhibit [removed: 4.3] [added: 4.4] to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 17, [removed: 2015.](http://www.sec.gov/Archives/edgar/data/77476/000110465915051710/a15-15727_1ex4d3.htm)] [added: 2015.](http://www.sec.gov/Archives/edgar/data/77476/000110465915051710/a15-15727_1ex4d4.htm)] | | | | | |

| 4.10 | | | [Form of [removed: 3.500%] [added: 4.600%] Senior Note due [removed: 2025,] [added: 2045,] 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 July 17, [removed: 2015.](http://www.sec.gov/Archives/edgar/data/77476/000110465915051710/a15-15727_1ex4d4.htm)] [added: 2015.](http://www.sec.gov/Archives/edgar/data/77476/000110465915051710/a15-15727_1ex4d5.htm)] | | | | | |

| 4.11 | | | [Form of [removed: 4.600%] [added: 4.450%] Senior Note due [removed: 2045,] [added: 2046,] which is incorporated herein by reference to Exhibit [removed: 4.5] [added: 4.4] to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on [removed: July 17, 2015.](http://www.sec.gov/Archives/edgar/data/77476/000110465915051710/a15-15727_1ex4d5.htm)] [added: October 14, 2015.](http://www.sec.gov/Archives/edgar/data/77476/000110465915070645/a15-20899_1ex4d4.htm)] | | | | | |

| [removed: 4.12] [added: 4.13] | | | [Form of 4.450% Senior Note due 2046, which is incorporated herein by reference to Exhibit 4.4 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on [removed: October 14, 2015.](http://www.sec.gov/Archives/edgar/data/77476/000110465915070645/a15-20899_1ex4d4.htm)] [added: February 24, 2016.](http://www.sec.gov/Archives/edgar/data/77476/000110465916099579/a16-4973_1ex4d4.htm)] | | | | | |

| [removed: 4.13] [added: 4.12] | | | [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) | | | | | |

| 4.14 | | | [Form of [removed: 4.450%] [added: 0.875%] Senior Note due [removed: 2046,] [added: 2028,] which is incorporated herein by reference to Exhibit [removed: 4.4] [added: 4.1] to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on [removed: February 24, 2016.](http://www.sec.gov/Archives/edgar/data/77476/000110465916099579/a16-4973_1ex4d4.htm)] [added: July 18, 2016.](http://www.sec.gov/Archives/edgar/data/77476/000110465916133022/a16-11909_5ex4d1.htm)] | | | | | |

| 4.15 | | | [Form of [removed: 0.875%] [added: 2.375%] Senior Note due [removed: 2028,] [added: 2026,] which is incorporated herein by reference to Exhibit [removed: 4.1] [added: 4.5] to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on [removed: July 18, 2016.](http://www.sec.gov/Archives/edgar/data/77476/000110465916133022/a16-11909_5ex4d1.htm)] [added: October 6, 2016.](http://www.sec.gov/Archives/edgar/data/77476/000110465916149114/a16-18482_5ex4d5.htm)] | | | | | |

| 4.16 | | | [Form of [removed: 2.375%] [added: 3.450%] Senior Note due [removed: 2026,] [added: 2046,] which is incorporated herein by reference to Exhibit [removed: 4.5] [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_5ex4d5.htm)] [added: 2016.](http://www.sec.gov/Archives/edgar/data/77476/000110465916149114/a16-18482_5ex4d6.htm)] | | | | | |

| 4.17 | | | [Form of [removed: 3.450%] [added: 4.000%] Senior Note due [removed: 2046,] [added: 2047,] which is incorporated herein by reference to Exhibit [removed: 4.6] [added: 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_5ex4d6.htm)] [added: May 2, 2017.](http://www.sec.gov/Archives/edgar/data/77476/000110465917028885/a17-9812_5ex4d5.htm)] | | | | | |

| 4.18 | | | [Form of [removed: Floating Rate] [added: 2.150% Senior] Note due [removed: 2022,] [added: 2024,] 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 May [removed: 2, 2017.](http://www.sec.gov/Archives/edgar/data/77476/000110465917028885/a17-9812_5ex4d2.htm)] [added: 4, 2017.](http://www.sec.gov/Archives/edgar/data/77476/000110465917029883/a17-9812_7ex4d1.htm)] | | | | | |

| 4.19 | | | [Form of [removed: 2.250%] [added: 3.000%] Senior Note due [removed: 2022,] [added: 2027,] which is incorporated herein by reference to Exhibit [removed: 4.4] [added: 4.3] to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on [removed: May 2, 2017.](http://www.sec.gov/Archives/edgar/data/77476/000110465917028885/a17-9812_5ex4d4.htm)] [added: October 10, 2017.](http://www.sec.gov/Archives/edgar/data/77476/000110465917061593/a17-21487_4ex4d3.htm)] | | | | | |

| [removed: 4.20] [added: 4.22] | | | [Form of 4.000% Senior Note due [removed: 2047,] [added: 2042,] which is incorporated herein by reference to Exhibit [removed: 4.5] [added: 4.3] to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on [removed: May] [added: March] 2, [removed: 2017.](http://www.sec.gov/Archives/edgar/data/77476/000110465917028885/a17-9812_5ex4d5.htm)] [added: 2012.](http://www.sec.gov/Archives/edgar/data/77476/000119312512094508/d310880dex43.htm)] | | | | | |

| [removed: 4.21] [added: 4.45] | | | [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)] | | | | | |

| [removed: 4.22] [added: 4.54] | | | [Form of [removed: 3.000%] [added: 2.750%] Senior Note due [removed: 2027,] [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 October [removed: 10, 2017.](http://www.sec.gov/Archives/edgar/data/77476/000110465917061593/a17-21487_4ex4d3.htm)] [added: 21, 2021.](http://www.sec.gov/Archives/edgar/data/77476/000110465921128479/tm2126857d6_ex4-3.htm)] | | | | | |

| [removed: 4.23] [added: 4.20] | | | [Board of Directors Resolutions Authorizing PepsiCo, Inc.’s Officers to Establish the Terms of the 5.50% Senior Notes due 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: 4.24] [added: 4.21] | | | [Board of Directors Resolutions Authorizing PepsiCo, Inc.’s Officers to Establish the Terms of the [removed: 2.750% Senior Notes due 2022, the] 4.000% Senior Notes due [removed: 2042, the 3.600% Senior Notes due] 2042 and the [removed: 2.500%] [added: 3.600%] Senior Notes due [removed: 2022,] [added: 2042,] 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) | | | | | |

| [removed: 4.25] [added: 4.32] | | | [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: 4.26] [added: 4.23] | | | [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: 4.27] [added: 4.24] | | | [Form of [removed: 3.600%] [added: 2.750%] Senior Note due [removed: 2042,] [added: 2023,] which is incorporated herein by reference to Exhibit 4.3 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on [removed: August 13, 2012.](http://www.sec.gov/Archives/edgar/data/77476/000119312512352477/d385664dex43.htm)] [added: February 28, 2013.](http://www.sec.gov/Archives/edgar/data/77476/000119312513084656/d493310dex43.htm)] | | | | | |

| [removed: 4.28] [added: 4.35] | | | [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: 4.29] [added: 4.39] | | | [Form of 2.750% Senior Note due [removed: 2023,] [added: 2030,] which is incorporated herein by reference to Exhibit 4.3 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on [removed: February 28, 2013.](http://www.sec.gov/Archives/edgar/data/77476/000119312513084656/d493310dex43.htm)] [added: March 19, 2020.](http://www.sec.gov/Archives/edgar/data/77476/000110465920035907/tm2013070d1_ex4-3.htm)] | | | | | |

| [removed: 4.30] [added: 4.25] | | | [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: 4.31] [added: 4.26] | | | [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: 4.32] [added: 4.27] | | | [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: 4.33] [added: 4.28] | | | [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: 4.34] [added: 4.29] | | | [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: 4.35] [added: 4.30] | | | [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: 4.36] [added: 4.31] | | | [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) | | | | | |

| 4.37 | | | [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: 4.38] [added: 4.33] | | | [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: 4.39] [added: 4.34] | | | [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) | | | | | |

| [removed: 4.40] [added: 4.36] | | | [Form of [removed: 2.875%] [added: 0.875%] Senior Note due [removed: 2049,] [added: 2039,] 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: 9, 2019.](http://www.sec.gov/Archives/edgar/data/77476/000141057819001590/tv530785_ex4-1.htm)] [added: 16, 2019.](http://www.sec.gov/Archives/edgar/data/77476/000141057819001659/tv530842_ex4-1.htm)] | | | | | |

| [removed: 4.41] [added: 4.47] | | | [Form of [removed: 0.875%] [added: 0.400%] Senior Note due [removed: 2039,] [added: 2023,] 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: 16, 2019.](http://www.sec.gov/Archives/edgar/data/77476/000141057819001659/tv530842_ex4-1.htm)] [added: 7, 2020.](http://www.sec.gov/Archives/edgar/data/77476/000110465920113094/tm2031181d3_ex4-1.htm)] | | | | | |

| 4.42 | | | [Form of [removed: 2.250%] [added: 3.875%] Senior Note due [removed: 2025,] [added: 2060,] which is incorporated herein by reference to Exhibit [removed: 4.1] [added: 4.6] to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 19, [removed: 2020.](http://www.sec.gov/Archives/edgar/data/77476/000110465920035907/tm2013070d1_ex4-1.htm)] [added: 2020.](http://www.sec.gov/Archives/edgar/data/77476/000110465920035907/tm2013070d1_ex4-6.htm)] | | | | | |

| [removed: 4.43] [added: 4.38] | | | [Form of 2.625% Senior Note due 2027, 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 19, 2020.](http://www.sec.gov/Archives/edgar/data/77476/000110465920035907/tm2013070d1_ex4-2.htm) | | | | | |

| [removed: 4.44] [added: 4.40] | | | [Form of [removed: 2.750%] [added: 3.500%] Senior Note due [removed: 2030,] [added: 2040,] which is incorporated herein by reference to Exhibit [removed: 4.3] [added: 4.4] to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 19, [removed: 2020.](http://www.sec.gov/Archives/edgar/data/77476/000110465920035907/tm2013070d1_ex4-3.htm)] [added: 2020.](http://www.sec.gov/Archives/edgar/data/77476/000110465920035907/tm2013070d1_ex4-4.htm)] | | | | | |

| [removed: 4.45] [added: 4.41] | | | [Form of [removed: 3.500%] [added: 3.625%] Senior Note due [removed: 2040,] [added: 2050,] 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 March 19, [removed: 2020.](http://www.sec.gov/Archives/edgar/data/77476/000110465920035907/tm2013070d1_ex4-4.htm)] [added: 2020.](http://www.sec.gov/Archives/edgar/data/77476/000110465920035907/tm2013070d1_ex4-5.htm)] | | | | | |

| 4.46 | | | [Form of [removed: 3.625%] [added: 0.500%] Senior Note due [removed: 2050,] [added: 2028,] which is incorporated herein by reference to Exhibit [removed: 4.5] [added: 4.2] to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on [removed: March 19, 2020.](http://www.sec.gov/Archives/edgar/data/77476/000110465920035907/tm2013070d1_ex4-5.htm)] [added: May 6, 2020.](http://www.sec.gov/Archives/edgar/data/77476/000110465920057476/tm2015480d3_ex4-2.htm)] | | | | | |

| [removed: 4.47] [added: 4.43] | | | [Form of [removed: 3.875%] [added: 0.750%] Senior Note due [removed: 2060,] [added: 2023,] which is incorporated herein by reference to Exhibit [removed: 4.6] [added: 4.1] to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on [removed: March 19, 2020.](http://www.sec.gov/Archives/edgar/data/77476/000110465920035907/tm2013070d1_ex4-6.htm)] [added: May 1, 2020.](http://www.sec.gov/Archives/edgar/data/77476/000110465920055540/tm2013806d2_ex4-1.htm)] | | | | | |

| [removed: 4.48] [added: 4.44] | | | [Form of [removed: 0.750%] [added: 1.625%] Senior Note due [removed: 2023,] [added: 2030,] 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 May 1, [removed: 2020.](http://www.sec.gov/Archives/edgar/data/77476/000110465920055540/tm2013806d2_ex4-1.htm)] [added: 2020.](http://www.sec.gov/Archives/edgar/data/77476/000110465920055540/tm2013806d2_ex4-2.htm)] | | | | | |

| 10.6 | | | [The PepsiCo International Retirement Plan Defined Benefit Program, as amended and restated effective as of January 1, 2023.*](https://www.sec.gov/Archives/edgar/data/77476/000007747623000007/pepsico202210-kexhibit106.htm) | | | | | |

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

| 4.63 | | | [Indenture, dated as of March 8, 1999, by and among The Pepsi Bottling Group, Inc., as obligor, Bottling Group, LLC, as guarantor, and The Chase Manhattan Bank, as trustee, relating to $1,000,000,000 7% Series B Senior Note due 2029, which is incorporated herein by reference to Exhibit 10.14 to The Pepsi Bottling Group, Inc.’s Registration Statement on Form S-1 (Registration No. 333-70291) filed with the Securities and Exchange Commission on March 24, 1999.](http://www.sec.gov/Archives/edgar/data/1076405/0001047469-99-011097.txt) | | | | | |

| 4.65 | | | [Second Supplemental Indenture, dated as of February 26, 2010, among Pepsi-Cola Metropolitan Bottling Company, Inc., PepsiAmericas, Inc. and The Bank New York Mellon Trust Company, N.A., as trustee, to the Indenture dated as of January 15, 1993 between Whitman Corporation and The First National Bank of Chicago, as trustee, 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 1, 2010.](http://www.sec.gov/Archives/edgar/data/77476/000095010310000536/dp16638_ex0402.htm) | | | | | |

| 4.66 | | | [First Supplemental Indenture, dated as of May 20, 1999, between Whitman Corporation and The First National Bank of Chicago, as trustee, to the Indenture dated as of January 15, 1993, between Whitman Corporation and The First National Bank of Chicago, as trustee, each of which is incorporated herein by reference to Exhibit 4.3 to Post-Effective Amendment No. 1 to PepsiAmericas, Inc.’s Registration Statement on Form S-8 (Registration No. 333-64292) filed with the Securities and Exchange Commission on December 29, 2005.](http://www.sec.gov/Archives/edgar/data/1084230/000110465905063037/a05-22295_1ex4d3.htm) | | | | | |

| 4.68 | | | [Second Supplemental Indenture, dated as of October 24, 2018, between Pepsi-Cola Metropolitan Bottling Company, Inc. and Wells Fargo Bank, National Association, as trustee, to the Indenture dated as of August 15, 2003 between PepsiAmericas, Inc. and Wells Fargo Bank Minnesota, National Association, as trustee, 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 25, 2018.](http://www.sec.gov/Archives/edgar/data/77476/000110465918063746/a18-37151_1ex4d4.htm) | | | | | |

| 4.69 | | | [First Supplemental Indenture, dated as of February 26, 2010, among Pepsi-Cola Metropolitan Bottling Company, Inc., PepsiAmericas, Inc. and Wells Fargo Bank, National Association, as trustee, to the Indenture dated as of August 15, 2003 between PepsiAmericas, Inc. and Wells Fargo Bank Minnesota, National Association, as trustee, which is incorporated herein by reference to Exhibit 4.3 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 1, 2010.](http://www.sec.gov/Archives/edgar/data/77476/000095010310000536/dp16638_ex0403.htm) | | | | | |

| 4.70 | | | [Indenture dated as of August 15, 2003 between PepsiAmericas, Inc. and Wells Fargo Bank Minnesota, National Association, as trustee, which is incorporated herein by reference to Exhibit 4 to PepsiAmericas, Inc.’s Registration Statement on Form S-3 (Registration No. 333-108164) filed with the Securities and Exchange Commission on August 22, 2003.](http://www.sec.gov/Archives/edgar/data/1084230/000104746903028620/a2117180zex-4.htm) | | | | | |

| 10.19 | | | [PepsiCo, Inc. Executive Incentive Compensation Plan (as amended and restated effective February 4, 2021)](http://www.sec.gov/Archives/edgar/data/77476/000007747621000007/pepsico2020form10-kex1020.htm)[, which is incorporated by reference to Exhibit 10.20 to PepsiCo, In](http://www.sec.gov/Archives/edgar/data/77476/000007747621000007/pepsico2020form10-kex1020.htm)[c.](http://www.sec.gov/Archives/edgar/data/77476/000007747621000007/pepsico2020form10-kex1020.htm)[’](http://www.sec.gov/Archives/edgar/data/77476/000007747621000007/pepsico2020form10-kex1020.htm)[s Annual Report on Form 10-K for the fiscal year ended December 2](http://www.sec.gov/Archives/edgar/data/77476/000007747621000007/pepsico2020form10-kex1020.htm)[6](http://www.sec.gov/Archives/edgar/data/77476/000007747621000007/pepsico2020form10-kex1020.htm)[, 202](http://www.sec.gov/Archives/edgar/data/77476/000007747621000007/pepsico2020form10-kex1020.htm)[0](http://www.sec.gov/Archives/edgar/data/77476/000007747621000007/pepsico2020form10-kex1020.htm)[.*](http://www.sec.gov/Archives/edgar/data/77476/000007747621000007/pepsico2020form10-kex1020.htm) | | | | | |