PepsiCo (PEP) 10-K risk factor changes: FY2023 vs FY2022

The deadly conflict in Ukraine [removed: has] [added: and related sanctions have] continued to result in worldwide geopolitical and macroeconomic [removed: uncertainty and certain of our operations in Ukraine remain suspended.][added: uncertainty.]

[removed: 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).

Consumer preferences continuously evolve due to a variety of factors, including: changes in consumer demographics, consumption [removed: patterns] [added: patterns, diet (whether due to changes in consumer behavior] and [added: eating habits, the use of weight-loss drugs or other factors) and] channel preferences (including continued increases in the e-commerce and online-to-offline channels); pricing; product quality; concerns or perceptions regarding packaging and its environmental impact (such as single-use and other plastic packaging); and concerns or perceptions regarding the nutrition profile and health effects of, or location of origin of, ingredients or substances in our products or packaging, including due to the results of third-party studies (whether or not scientifically valid).

Pandemics, epidemics or other disease outbreaks, such as COVID-19, [added: and geopolitical events, wars and other military conflicts] have also impacted and could continue to impact consumer preferences and demand for our products.

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

These and other factors have reduced [removed: in the past] and could continue to reduce consumers’ willingness to purchase certain of our [removed: products.][added: products, including as a result of public boycotts.]

In addition, our business operations, including our supply chain, are subject to disruption by [added: geopolitical events, wars and other military conflicts,] natural 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 mitigate these issues.

Our reputation or brand image has in the past been, and could in the future be, adversely impacted by a variety of factors, including: any failure by [removed: us or] [added: us,] our business [removed: partners] [added: partners, or other actors in the supply chain] to maintain high ethical, business and environmental, social and governance practices, including with respect to human rights, child [removed: labor laws,] [added: labor,] diversity, equity and [added: inclusion, workplace conditions and employee health and safety; any failure, or]

[removed: inclusion, workplace conditions and employee health and safety; any failure, or] perception of a failure, to achieve our environmental, social and governance goals, [added: or any negative perception toward such 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 or other concerns about our products, products we distribute (including alcoholic beverages), or particular ingredients in our products, including concerns regarding whether certain of our products contribute to obesity [added: and other health conditions] 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 [removed: issues] [added: issues, geopolitical events, wars and other military conflicts] 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.

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

Product [removed: recalls] [added: recalls, including the voluntary recall of certain bars and cereals in our QFNA division (Quaker Recall),] have in the past and could in the future adversely affect our business by resulting in losses due to their cost, the destruction of product [removed: inventory] [added: inventory, customer fines and returns] or lost sales due to any unavailability of the product for a period of time.

In addition, product quality or safety [removed: issues, whether as a result of failure to comply with food safety laws or otherwise,] [added: issues] have in the past and could in the future also reduce consumer confidence and demand for our products, cause production and delivery disruptions, [added: including as a result of temporary or permanent closure of manufacturing plants or facilities,] and result in increased costs (including payment of fines and/or [removed: judgments)] [added: judgments, cleaning] and [added: remediation costs and legal fees, and costs associated with alternative sources of production) and] damage our reputation (or the reputation of joint ventures in which we have an interest), particularly as we or our joint ventures continue to expand into new categories, [removed: such as the distribution of alcoholic beverages,] all of which can adversely affect our business.

[removed: Failure] [added: Any perception or allegation (whether or not valid) of failure] to maintain adequate oversight over product quality or safety can result in product recalls, litigation, government investigations or inquiries or civil or criminal proceedings, all of which may result in fines, penalties, damages or criminal liability.

Our products compete primarily on the basis of brand recognition and loyalty, taste, price, value, quality, product variety, innovation, distribution, [added: shelf space,] advertising, marketing and promotional activity, packaging, convenience, service and the ability to [removed: anticipate and effectively respond to consumer preferences and trends.]

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 [added: or effectively] 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 [added: 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 [removed: a shift toward remote work.][added: changing worker expectations regarding flexible work models.]

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

The retail industry is also impacted by [added: the actions and increasing power of retailers, including as a result of] increased consolidation of ownership [removed: and purchasing power, particularly in North America, Europe and Latin America,] resulting in large retailers or buying groups with increased purchasing power, [removed: impacting our ability to compete] [added: particularly] in [removed: these areas.][added: North America, Europe and Latin America.]

[removed: Consolidation] [added: The increasing power of retailers and consolidation] also adversely impacts our smaller customers’ ability to compete effectively, resulting in an inability on their part to pay for our products or reduced or canceled orders of our products.

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

[removed: Any] [added: Our] inability to resolve a significant dispute with any of our key customers, a change in the business condition (financial or otherwise) of any of our key customers, even if unrelated to us, a significant reduction in sales to any key customer, or the loss of any of our key customers [added: has adversely affected and] can [added: continue to] adversely affect our business.

Many of the raw materials and supplies used in the production of our products are sourced from countries experiencing [added: war and other military conflict, acts of terrorism,] civil unrest, political instability or unfavorable economic conditions.

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 or changes in availability of our or our business partners’ workforce (including the lack of availability of truck drivers [removed: or] as a result of COVID-19), strikes or work 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, [added: geopolitical events, wars and other military conflicts,] acts of terrorism, governmental instability or currency exchange rates.

[removed: We experienced higher than anticipated] [added: increased] commodity, packaging and transportation costs during [removed: 2022,] [added: 2023,] which may continue.

[removed: Political and] [added: Political,] social [added: and geopolitical] conditions can adversely affect our business.

[removed: Political and] [added: Political,] social [added: and geopolitical] conditions in the markets in which our products are sold have been and could continue to be difficult to predict, resulting in adverse effects on our business.

The results of elections, referendums or other political conditions (including government [removed: shutdowns or hostilities between countries)] [added: shutdowns), geopolitical events, wars and other military conflicts (such as the ongoing conflicts] in [added: Ukraine and the Middle East) 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 [added: for our products, any of which can adversely affect our business.]

In addition, political and social conditions in certain cities throughout the [removed: U.S.] [added: United States] as well as globally have resulted in demonstrations and protests, including in connection with political [removed: elections and] [added: elections,] civil rights and [removed: liberties.][added: liberties and geopolitical events.]

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

There can be no assurance that our products will be accepted or be successful in any particular developing or emerging market, due to competition, price, cultural differences, consumer preferences, [added: regulation,] method of distribution or otherwise.

Our business in these markets has been and could continue in the future to be impacted by economic, political and social conditions; [added: geopolitical conflicts,] acts of war, terrorist acts, and civil unrest, including demonstrations and protests; competition; tariffs, sanctions or other regulations restricting contact with certain countries in these markets; foreign ownership restrictions; nationalization of our assets or the assets of our business partners; government-mandated closure, or threatened closure, of our operations or the operations of our business partners; restrictions on the import or export of our products or ingredients or substances used in our products; highly inflationary economies; devaluation or fluctuation or demonetization of currency; regulations on the transfer of funds to and from foreign countries, currency controls or other currency exchange restrictions, which result in significant cash balances in foreign countries, from time to time, or can significantly affect our ability to effectively manage our operations in certain of these markets and can result in the deconsolidation of such businesses; the lack of well-established or reliable legal systems; increased costs of doing business due to compliance with complex foreign and U.S. laws and regulations that apply to our international operations, including the Foreign Corrupt Practices Act, the U.K. Bribery Act and the Trade Sanctions Reform and Export Enhancement Act; and adverse consequences, such as the assessment of fines or penalties, for any failure to comply with laws and regulations.

[removed: Many of the jurisdictions in which our products are sold have experienced and could continue to experience] [added: These] uncertain or unfavorable economic [removed: conditions, such as high inflation and adverse changes] [added: conditions have resulted] in [removed: interest rates, tax laws or tax rates, which] [added: and] could [added: continue to] 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.

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 [added: 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.]

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

Similar risks exist with respect to our business partners and third-party providers, including suppliers, software and cloud-based service providers, that we rely upon for aspects of [removed: our] [added: various business processes and activities, including procurement, supply chain, manufacturing, distribution,] information technology support services and administrative [removed: functions, including] [added: functions (including] payroll processing, health and benefit plan administration and certain finance and accounting [removed: functions,] [added: functions)] and the systems managed, hosted, provided and/or used by such third parties and their vendors.

For example, malicious actors have employed and could continue to employ the information technology supply chain to introduce malware through software updates or compromised supplier accounts or [removed: hardware.][added: hardware and exploit known or unknown hardware or software vulnerabilities in our systems or the systems of our vendors and third-party service providers.]

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

[added: 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.

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 reporting, disclosure controls and procedures and 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; [added: recognition of impairment charges in connection with potential divestitures;] managing the impact of business [removed: 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.]

We rely on third-party service providers, including [added: software and] cloud data service providers, for certain areas of our business, including [added: procurement, supply chain, manufacturing, distribution, information technology support services and administrative functions (such as] payroll processing, health and benefit plan administration and certain finance and accounting [removed: functions.][added: functions).]

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

[Table of](#i79c56b76e6a748ad8ca283fdc3e1f75e_7) [Contents](#i79c56b76e6a748ad8ca283fdc3e1f75e_7)

The ongoing conflict could result in the temporary or permanent loss of assets, including the nationalization or expropriation of assets, result in additional impairment charges or significantly affect our ability to manage our operations in these markets which could result in the deconsolidation of such businesses.

[Table of](#i79c56b76e6a748ad8ca283fdc3e1f75e_7) [Contents](#i79c56b76e6a748ad8ca283fdc3e1f75e_7)

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 product recalls, 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.

[Table of](#i79c56b76e6a748ad8ca283fdc3e1f75e_7) [Contents](#i79c56b76e6a748ad8ca283fdc3e1f75e_7)

anticipate and effectively respond to consumer preferences and trends.

[Table of](#i79c56b76e6a748ad8ca283fdc3e1f75e_7) [Contents](#i79c56b76e6a748ad8ca283fdc3e1f75e_7)

their businesses.

In this changing retail landscape, retailers and buying groups have impacted and may continue to impact our ability to compete in these jurisdictions by demanding lower prices or increased promotional programs, removing our products or otherwise reducing shelf space allocated to our products.

Natural disasters and extreme weather conditions also pose physical risks to our facilities, which could impair our production capabilities and disrupt our supply chain.

We continued to experience

[Table of](#i79c56b76e6a748ad8ca283fdc3e1f75e_7) [Contents](#i79c56b76e6a748ad8ca283fdc3e1f75e_7)

[Table of](#i79c56b76e6a748ad8ca283fdc3e1f75e_7) [Contents](#i79c56b76e6a748ad8ca283fdc3e1f75e_7)

Many of the jurisdictions in which our products are sold have experienced and could continue to experience uncertain or unfavorable economic conditions, such as high inflation and adverse changes in interest rates, tax laws or tax rates, including as a result of geopolitical events.

In addition, the rapid evolution and increased adoption of artificial intelligence technologies may increase our cybersecurity risks, including generative artificial intelligence augmenting threat actors’ technological sophistication to enhance existing or create new malware.

Continued geopolitical instability has heightened the risk of cyberattacks.

[Table of](#i79c56b76e6a748ad8ca283fdc3e1f75e_7) [Contents](#i79c56b76e6a748ad8ca283fdc3e1f75e_7)

intellectual property or other data loss, litigation, claims, legal or regulatory proceedings, inquiries or investigations, fines or penalties, remediation costs, damage to our reputation or a negative impact on employee morale and the loss of current or potential customers.

[Table of](#i79c56b76e6a748ad8ca283fdc3e1f75e_7) [Contents](#i79c56b76e6a748ad8ca283fdc3e1f75e_7)

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.

Climate change may increase the frequency or severity of natural disasters and other extreme weather conditions, including rising temperatures and drought.

In addition, working toward achieving our sustainability goals will require significant effort and resources from us and other stakeholders, such as our suppliers and other third parties, governmental entities, and the development of technology that may not currently exist or exist at scale.

Lack of progress or failure to properly report on our goals with respect to reducing our impact on

[Table of](#i79c56b76e6a748ad8ca283fdc3e1f75e_7) [Contents](#i79c56b76e6a748ad8ca283fdc3e1f75e_7)

Our equity method investees also perform similar impairment tests and we record our proportionate share of impairment charges recorded by them, adjusted for the impact of items such as basis differences and deferred taxes, as appropriate.

[Table of](#i79c56b76e6a748ad8ca283fdc3e1f75e_7) [Contents](#i79c56b76e6a748ad8ca283fdc3e1f75e_7)

For example, Romania enacted a graduated tax on all non-alcoholic beverages, effective January 1, 2024, at a rate of 0.4 Romanian Leu (0.09 U.S. dollars) per liter for drinks with a sugar content between 5-8g per 100ml and 0.6 Romanian Leu (0.13 U.S. dollars) per liter for drinks with a sugar content between above 8g per 100ml.

For

[Table of](#i79c56b76e6a748ad8ca283fdc3e1f75e_7) [Contents](#i79c56b76e6a748ad8ca283fdc3e1f75e_7)

Failure to comply with these laws and regulations or to otherwise protect personal data from

[Table of](#i79c56b76e6a748ad8ca283fdc3e1f75e_7) [Contents](#i79c56b76e6a748ad8ca283fdc3e1f75e_7)

Certain countries, including European Union member states, have enacted or are expected to enact legislation incorporating the global minimum tax with effect as early as 2024 and widespread implementation of a global minimum tax is expected by 2025.

As the legislation becomes effective in countries in which we do business, our taxes could increase and negatively impact our provision for income taxes.

[Table of](#i79c56b76e6a748ad8ca283fdc3e1f75e_7) [Contents](#i79c56b76e6a748ad8ca283fdc3e1f75e_7)

protection.

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

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

customers, including Walmart, to compete effectively.

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

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.

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.

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

In addition, in many jurisdictions,

| Executive Overview | | | [removed: [30](#icff5e662af89417fa73c2759175fcc28_82)] [added: [32](#i79c56b76e6a748ad8ca283fdc3e1f75e_82)] | | |

| Our Operations | | | [removed: [31](#icff5e662af89417fa73c2759175fcc28_85)] [added: [33](#i79c56b76e6a748ad8ca283fdc3e1f75e_85)] | | |

| Other Relationships | | | [removed: [31](#icff5e662af89417fa73c2759175fcc28_88)] [added: [33](#i79c56b76e6a748ad8ca283fdc3e1f75e_88)] | | |

| Our Business Risks | | | [removed: [31](#icff5e662af89417fa73c2759175fcc28_91)] [added: [34](#i79c56b76e6a748ad8ca283fdc3e1f75e_91)] | | |

| Results of Operations – Consolidated Review | | | [removed: [37](#icff5e662af89417fa73c2759175fcc28_94)] [added: [40](#i79c56b76e6a748ad8ca283fdc3e1f75e_94)] | | |

| Results of Operations – Division Review | | | [removed: [39](#icff5e662af89417fa73c2759175fcc28_97)] [added: [41](#i79c56b76e6a748ad8ca283fdc3e1f75e_103)] | | |

| Non-GAAP Measures | | | [removed: [44](#icff5e662af89417fa73c2759175fcc28_130)] [added: [46](#i79c56b76e6a748ad8ca283fdc3e1f75e_133)] | | |

| [removed: Items] [added: | | | | | | | | | Items] Affecting [removed: Comparability] [added: Comparability(a)] | | | [removed: [46](#icff5e662af89417fa73c2759175fcc28_133)] | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| Our Liquidity and Capital Resources | | | [removed: [49](#icff5e662af89417fa73c2759175fcc28_160)] [added: [51](#i79c56b76e6a748ad8ca283fdc3e1f75e_178)] | | |

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

| Return on Invested Capital | | | [removed: [54](#icff5e662af89417fa73c2759175fcc28_169)] [added: [54](#i79c56b76e6a748ad8ca283fdc3e1f75e_187)] | | |

| Goodwill and Other Intangible Assets | | | [removed: [56](#icff5e662af89417fa73c2759175fcc28_178)] [added: [56](#i79c56b76e6a748ad8ca283fdc3e1f75e_196)] | | |

| Income Tax Expense and Accruals | | | [removed: [57](#icff5e662af89417fa73c2759175fcc28_181)] [added: [58](#i79c56b76e6a748ad8ca283fdc3e1f75e_199)] | | |

| Pension and Retiree Medical Plans | | | [removed: [58](#icff5e662af89417fa73c2759175fcc28_184)] [added: [58](#i79c56b76e6a748ad8ca283fdc3e1f75e_202)] | | |

| CONSOLIDATED STATEMENT OF INCOME | | | [removed: [60](#icff5e662af89417fa73c2759175fcc28_190)] [added: [61](#i79c56b76e6a748ad8ca283fdc3e1f75e_208)] | | |

| CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME | | | [removed: [61](#icff5e662af89417fa73c2759175fcc28_193)] [added: [62](#i79c56b76e6a748ad8ca283fdc3e1f75e_211)] | | |

| CONSOLIDATED STATEMENT OF CASH FLOWS | | | [removed: [62](#icff5e662af89417fa73c2759175fcc28_196)] [added: [63](#i79c56b76e6a748ad8ca283fdc3e1f75e_214)] | | |

| CONSOLIDATED BALANCE SHEET | | | [removed: [64](#icff5e662af89417fa73c2759175fcc28_199)] [added: [65](#i79c56b76e6a748ad8ca283fdc3e1f75e_217)] | | |

| CONSOLIDATED STATEMENT OF EQUITY | | | [removed: [65](#icff5e662af89417fa73c2759175fcc28_205)] [added: [66](#i79c56b76e6a748ad8ca283fdc3e1f75e_223)] | | |

| Note 1 – Basis of Presentation and Our Divisions | | | [removed: [66](#icff5e662af89417fa73c2759175fcc28_211)] [added: [67](#i79c56b76e6a748ad8ca283fdc3e1f75e_229)] | | |

| Note 2 – Our Significant Accounting Policies | | | [removed: [72](#icff5e662af89417fa73c2759175fcc28_217)] [added: [74](#i79c56b76e6a748ad8ca283fdc3e1f75e_235)] | | |

| Note 3 – Restructuring and Impairment Charges | | | [removed: [76](#icff5e662af89417fa73c2759175fcc28_223)] [added: [78](#i79c56b76e6a748ad8ca283fdc3e1f75e_241)] | | |

| Note 4 – Intangible Assets | | | [removed: [78](#icff5e662af89417fa73c2759175fcc28_229)] [added: [80](#i79c56b76e6a748ad8ca283fdc3e1f75e_247)] | | |

| Note 5 – Income Taxes | | | [removed: [81](#icff5e662af89417fa73c2759175fcc28_235)] [added: [84](#i79c56b76e6a748ad8ca283fdc3e1f75e_250)] | | |

| Note 6 – Share-Based Compensation | | | [removed: [85](#icff5e662af89417fa73c2759175fcc28_238)] [added: [88](#i79c56b76e6a748ad8ca283fdc3e1f75e_253)] | | |

| Note 7 – Pension, Retiree Medical and Savings Plans | | | [removed: [88](#icff5e662af89417fa73c2759175fcc28_241)] [added: [92](#i79c56b76e6a748ad8ca283fdc3e1f75e_256)] | | |

| Note 8 – Debt Obligations | | | [removed: [95](#icff5e662af89417fa73c2759175fcc28_247)] [added: [98](#i79c56b76e6a748ad8ca283fdc3e1f75e_262)] | | |

| Note 10 – Net Income Attributable to PepsiCo per Common Share | | | [removed: [101](#icff5e662af89417fa73c2759175fcc28_259)] [added: [105](#i79c56b76e6a748ad8ca283fdc3e1f75e_274)] | | |

| Note 11 – Accumulated Other Comprehensive Loss Attributable to PepsiCo | | | [removed: [102](#icff5e662af89417fa73c2759175fcc28_262)] [added: [106](#i79c56b76e6a748ad8ca283fdc3e1f75e_277)] | | |

| Note 13 – Acquisitions and Divestitures | | | [removed: [105](#icff5e662af89417fa73c2759175fcc28_268)] [added: [109](#i79c56b76e6a748ad8ca283fdc3e1f75e_283)] | | |

[removed: | Note 14 –] [added: Note 15 —] Supplemental Financial [removed: Information | | | [108](#icff5e662af89417fa73c2759175fcc28_286) | | |][added: Information]

| REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | | | [removed: [110](#icff5e662af89417fa73c2759175fcc28_289)] [added: [113](#i79c56b76e6a748ad8ca283fdc3e1f75e_301)] | | |

*Discussion in this Form 10-K includes results of operations and financial condition for [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] and year-over-year comparisons between [removed: 2022] [added: 2023] and [removed: 2021.][added: 2022.]

For discussion on results of operations and financial condition pertaining to [removed: 2020] [added: 2021] and year-over-year comparisons between [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] please refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December [removed: 25, 2021.*][added: 31, 2022.*]

PepsiCo is a leading global [removed: beverage and] convenient food [added: and beverage] company with a complementary portfolio of brands, including 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: 2022] [added: 2023] as our consumers, customers, and competitors across the world, including supply chain disruptions; inflationary pressures; shifting consumer preferences and behaviors; [removed: another year of the COVID-19 pandemic; a worsening] [added: ongoing] climate [removed: crisis;] [added: issues;] a highly competitive operating environment; a rapidly changing retail landscape, including [removed: the] growth in e-commerce; continued macroeconomic and political volatility, including the deadly [removed: conflict] [added: conflicts] in [removed: Ukraine;] [added: Ukraine] and [added: the Middle East; and] an evolving regulatory landscape.

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

pep+ guides how we are working to transform our business operations, [removed: from] [added: and can be seen in such efforts as] sourcing ingredients and making and selling products in a more sustainable way, to leveraging our more than one billion connections with consumers each [removed: day] [added: day,] to [removed: take sustainability mainstream] [added: driving positive change across our value chain] and [removed: engage] [added: inspiring] people to make choices that are better for themselves and the planet.

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

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

| FLNA | | | [43](#i79c56b76e6a748ad8ca283fdc3e1f75e_112) | | |

| QFNA | | | [44](#i79c56b76e6a748ad8ca283fdc3e1f75e_115) | | |

| PBNA | | | [44](#i79c56b76e6a748ad8ca283fdc3e1f75e_118) | | |

| LatAm | | | [44](#i79c56b76e6a748ad8ca283fdc3e1f75e_121) | | |

| Europe | | | [45](#i79c56b76e6a748ad8ca283fdc3e1f75e_124) | | |

| AMESA | | | [45](#i79c56b76e6a748ad8ca283fdc3e1f75e_127) | | |

| APAC | | | [46](#i79c56b76e6a748ad8ca283fdc3e1f75e_130) | | |

| Revenue Recognition | | | [55](#i79c56b76e6a748ad8ca283fdc3e1f75e_193) | | |

| Note 9 – Financial Instruments | | | [100](#i79c56b76e6a748ad8ca283fdc3e1f75e_268) | | |

| Note 12 – Leases | | | [107](#i79c56b76e6a748ad8ca283fdc3e1f75e_280) | | |

| Note 14 – Supply Chain Financing Arrangements | | | [110](#i79c56b76e6a748ad8ca283fdc3e1f75e_2612) | | |

| GLOSSARY | | | [117](#i79c56b76e6a748ad8ca283fdc3e1f75e_304) | | |

Understanding that scale and collaboration are essential to achieve these goals, in 2023, we expanded our partnership approach with new programs aimed at accelerating regenerative agriculture.

This included a $120 million investment with Walmart to support regenerative agriculture on more than two million acres of farmland in the United States and Canada and a $216 million investment with three of the most well-respected farmer-facing organizations—Practical Farmers of Iowa, the Soil and Water Outcomes Fund and the Illinois Corn Growers Association—to help drive adoption of regenerative agriculture practices across the United States.

Technology is also a key enabler.

Through the third year of our Positive Agriculture Outcomes Accelerator, we invested in a variety of practical advancements with farmers across the globe, including weather stations in Pakistan, on-farm water analysis in Iraq and sprinkler irrigation systems in Colombia.

[Table of](#i79c56b76e6a748ad8ca283fdc3e1f75e_7) [Contents](#i79c56b76e6a748ad8ca283fdc3e1f75e_7)

We have continued developing new solutions, such as fertilizer produced from green hydrogen through a partnership with Fertiberia in Spain, aiming to reduce emissions by 15% in potato crops.

And through innovations such as Agroscout, which combines artificial intelligence and drone technology, we are able to identify crop diseases more efficiently, reducing pesticide use and improving crop yields.

As we work to decarbonize our operations, alongside growing our use of electric and alternative low emission fuel vehicles, in 2023 we opened our first biomethane plant at our foods site in Manisa, Turkey, converting dried corn husks and potato peelings into biogas.

We are also embedding pep+ into our new facilities, including our $320 million manufacturing facility in Poland.

To support our customers on their sustainability journey, we launched pep+ Partners for Tomorrow in the United States to share training and initiatives on one platform.

We are focused on reducing virgin plastic through new launches of bottles made with recycled plastic in India and the United Arab Emirates, while also expanding paper options, such as our Quaker pots and Walkers multipacks in the United Kingdom.

In December 2023, Walkers Sunbites announced the introduction of new packaging made with 50% recycled plastic.

We also offer returnable bottles in Mexico and Spain and are engaged in reusable cup pilots, including in the United States.

In 2023, we announced two new ambitious nutrition goals, which aim to further reduce sodium and purposefully deliver 145 billion portions of diverse ingredients annually by 2030.

Our

[Table of](#i79c56b76e6a748ad8ca283fdc3e1f75e_7) [Contents](#i79c56b76e6a748ad8ca283fdc3e1f75e_7)

The conflict and related sanctions imposed on Russia by

[Table of](#i79c56b76e6a748ad8ca283fdc3e1f75e_7) [Contents](#i79c56b76e6a748ad8ca283fdc3e1f75e_7)

The ongoing conflict could result in the temporary or permanent loss of assets, including the nationalization or expropriation of assets, result in additional impairment charges or significantly affect our ability to manage our operations in these markets which could result in the deconsolidation of such businesses.

[Table of](#i79c56b76e6a748ad8ca283fdc3e1f75e_7) [Contents](#i79c56b76e6a748ad8ca283fdc3e1f75e_7)

packaging used vary by jurisdiction.

OECD Global Minimum Tax

Numerous countries have agreed to a statement in support of the OECD model rules that propose a global minimum tax rate of 15%.

Certain countries, including European Union member states, have enacted or are expected to enact legislation incorporating the agreed to global minimum tax with effect as early as 2024, and widespread implementation of a global minimum tax is expected as soon as 2025.

As the legislation becomes effective in countries in which we do business, our taxes could increase and negatively impact our provision for income taxes.

We will continue to monitor pending legislation and implementation by individual countries and evaluate the potential impact on our business in future periods.

The retail industry also continues to be impacted by the actions and increasing power of retailers, including as a result consolidation of ownership resulting in large retailers or buying groups with increased purchasing power, particularly in North America, Europe and Latin America.

We have seen and expect to continue to see retailers and buying groups impact our ability to compete in these jurisdictions.

| | | | | | |

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

| 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) | | |

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

| Note 9 – Financial Instruments | | | [97](#icff5e662af89417fa73c2759175fcc28_253) | | |

| 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.

(including raw material shortages) and labor shortages, have impacted and may continue to impact transportation, labor and commodity availability and costs.

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

offline and other online purchasing by consumers, including as a result of the COVID-19 pandemic.

oversight of financial, compliance and employee safety risks facing PepsiCo.

Operating profit growth was primarily driven by net revenue growth and productivity savings, partially offset by certain operating cost increases and a 42-percentage-point impact of higher commodity costs.

The loss of net revenue due to the Juice Transaction reduced operating profit growth by 3 percentage points and was partially offset by a 1-percentage-point contribution from the 53rd reporting week.

These impacts were partially offset by a 29-percentage-point contribution from the gain associated with the Juice Transaction.

These juice businesses delivered approximately $3 billion in net revenue in 2021.

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.

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

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

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

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

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

| | | | 2021 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| FLNA | | | $ | 5,633 | | | | | $ | — | | | | | $ | 28 | | | | | $ | 2 | | | | | $ | 5,663 | |

| PBNA | | | 2,442 | | | | | | — | | | | | | 20 | | | | | | 11 | | | | | | 2,473 | | |

| LatAm | | | 1,369 | | | | | | — | | | | | | 37 | | | | | | — | | | | | | 1,406 | | |

| Europe | | | 1,292 | | | | | | — | | | | | | 81 | | | | | | 8 | | | | | | 1,381 | | |

| AMESA | | | 858 | | | | | | — | | | | | | 15 | | | | | | 10 | | | | | | 883 | | |

| APAC | | | 673 | | | | | | — | | | | | | 7 | | | | | | 4 | | | | | | 684 | | |

| Total | | | $ | 11,162 | | | | | $ | 19 | | | | | $ | 237 | | | | | $ | (4) | | | | | $ | 11,414 | |

(b)Includes charges taken as a result of the COVID-19 pandemic.

This impact is partially offset by divestiture-related charges associated with the Juice Transaction.

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

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

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

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

The principal ingredients we use in our beverage and convenient food products are [added: acesulfame potassium,] aspartame, corn, corn sweeteners, flavorings, flour, juice concentrates, oats, potatoes, raw milk, rice, seasonings, sucralose, sugar, vegetable and essential oils, and wheat.

During [removed: 2022,] [added: 2023,] we continued to experience increased commodity, packaging and other input costs and, in some instances, supply constraints related to the deadly conflict in Ukraine, the [removed: novel coronavirus (COVID-19) pandemic, the] inflationary cost environment, adverse weather conditions, supply chain disruptions and labor shortages, which [removed: has continued] [added: may continue] into fiscal [removed: 2023.][added: 2024.]

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

Management’s Discussion and Analysis of Financial Condition and Results of Operations” [added: and Note 14 to our consolidated financial statements] for further information.

We own numerous valuable trademarks which are essential to our worldwide businesses, including Agusha, Amp Energy, Aquafina, Aquafina Flavorsplash, Arto Lifewtr, Baja Blast, BaiCaoWei, Bare, Bokomo, [removed: bubly,] [added: Bubly,] Cap’n Crunch, Ceres, Cheetos, Chester’s, 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, [added: Fast Twitch,] Frito-Lay, Fritos, Fruktovy Sad, G2, Gamesa, Gatorade, Gatorade Fit, Gatorade Zero, Gatorlyte, Grandma’s, H2oh!, Hard MTN Dew, Health Warrior, Imunele, J7, Kas, Kurkure, Lay’s, Life, Lifewtr, Liquifruit, [removed: Lubimy,] [added: Lubimyj Sad,] 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, Saladitas Gamesa, San Carlos, Sandora, Santitas, Sasko, 7UP (outside the United States), 7UP Free (outside the United States), [removed: Sierra Mist, Sierra Mist Zero Sugar,] Simba, Smartfood, Smith’s, Snack a Jacks, SoBe, SodaStream, Sonric’s, Spekko, Stacy’s, Starry, [added: Starry Zero Sugar,] Sting, Stubborn Soda, SunChips, Toddy, Toddynho, Tostitos, V Water, Vesely Molochnik, Walkers, Weetbix, White Star, Ya and Yachak.

In [removed: 2022,] [added: 2023,] sales to Walmart Inc. (Walmart) and its affiliates, including Sam’s Club (Sam’s), represented approximately 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.

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

In [removed: 2022,] [added: 2023,] we and The Coca-Cola Company represented approximately [removed: 20%] [added: 19%] and [removed: 21%,] [added: 20%,] respectively, of the U.S. liquid refreshment beverage category by estimated retail sales in measured channels, according to Information Resources, Inc. However, The Coca-Cola Company has significant carbonated soft drink (CSD) share advantage in many markets outside the United States.

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

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 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 [added: legumes,] whole grains, [removed: fruit,] [added: fruits and] vegetables, [added: nuts and seeds,] dairy, [removed: protein,] [added: protein (including plant-based proteins),] 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, [removed: biodegradable] [added: biodegradable, reusable] 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 environmental impact in our operations throughout our value chain.

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 [removed: safety;] [added: safety and food labeling;] the Food Safety [removed: Modernization Act; the Occupational Safety and Health Act and various state laws and regulations governing workplace health]

[added: Modernization Act; the Occupational Safety] and [added: Health Act and various 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 [removed: Act;] [added: Act and] various [added: state law statutory and common law duties regarding false advertising; various] federal and state laws and regulations governing competition and trade 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 the ingredients or substances contained in, or attributes of, our products; laws regulating our supply chain, including the 2010 California Transparency in Supply Chains Act and laws relating to the payment of taxes.

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

[removed: In addition, certain] [added: Certain] jurisdictions have either imposed, or are considering imposing, product labeling or warning requirements or other limitations on the marketing or sale of certain of our products as a result of ingredients or substances contained in such products or the audience to whom products are marketed.

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

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

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

We employed approximately [removed: 315,000] [added: 318,000] people worldwide as of December [removed: 31, 2022,] [added: 30, 2023,] including approximately [removed: 132,000] [added: 134,000] people within the United States.

As of December [removed: 31, 2022,] [added: 30, 2023,] our global workforce was approximately 27% female, while management roles were approximately [removed: 44%] [added: 45%] female.

As of December [removed: 31, 2022,] [added: 30, 2023,] approximately [removed: 48%] [added: 49%] of our U.S. workforce was comprised of racially/ethnically diverse individuals, of which approximately [removed: 33%] [added: 34%] of our U.S. associates in managerial roles were racially/ethnically diverse individuals.

In [removed: 2022,] [added: 2023,] PepsiCo employees completed over [removed: 1] [added: 1.5] million hours of training.

[Table of](#i79c56b76e6a748ad8ca283fdc3e1f75e_7) [Contents](#i79c56b76e6a748ad8ca283fdc3e1f75e_7)

[Table of](#i79c56b76e6a748ad8ca283fdc3e1f75e_7) [Contents](#i79c56b76e6a748ad8ca283fdc3e1f75e_7)

[Table of](#i79c56b76e6a748ad8ca283fdc3e1f75e_7) [Contents](#i79c56b76e6a748ad8ca283fdc3e1f75e_7)

[Table of](#i79c56b76e6a748ad8ca283fdc3e1f75e_7) [Contents](#i79c56b76e6a748ad8ca283fdc3e1f75e_7)

[Table of](#i79c56b76e6a748ad8ca283fdc3e1f75e_7) [Contents](#i79c56b76e6a748ad8ca283fdc3e1f75e_7)

[Table of](#i79c56b76e6a748ad8ca283fdc3e1f75e_7) [Contents](#i79c56b76e6a748ad8ca283fdc3e1f75e_7)

[Table of](#i79c56b76e6a748ad8ca283fdc3e1f75e_7) [Contents](#i79c56b76e6a748ad8ca283fdc3e1f75e_7)

[Table of](#i79c56b76e6a748ad8ca283fdc3e1f75e_7) [Contents](#i79c56b76e6a748ad8ca283fdc3e1f75e_7)

[Table of](#i79c56b76e6a748ad8ca283fdc3e1f75e_7) [Contents](#i79c56b76e6a748ad8ca283fdc3e1f75e_7)

impact on our business or financial results.

These regulations vary in scope and form from deposit return systems designed to incentivize

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

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.

[removed: We] [added: In addition, we] and our subsidiaries are party to a variety of litigation, claims, legal or regulatory proceedings, inquiries and investigations.

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

On November 15, 2023, the People of the State of New York filed a lawsuit against PepsiCo, Inc., Frito-Lay, Inc. and Frito-Lay North America, Inc. (the NYS Matter) asserting claims for public nuisance, deceptive acts or practices in the conduct of business, and failure to warn that our packaging was a potential source of plastic pollution, allegedly resulting in plastic pollution in the Buffalo River.

This matter is pending in the Commercial Division of the New York State Supreme Court – Erie County.

The lawsuit does not specify the amount of damages sought and we believe we have strong defenses to each of these claims.

For the fiscal year ended December [removed: 31, 2022][added: 30, 2023]

[removed: ][added: ]

The aggregate market value of PepsiCo, Inc. Common Stock held by nonaffiliates of PepsiCo, Inc. (assuming for these purposes, but without conceding, that all executive officers and directors of PepsiCo, Inc. are affiliates of PepsiCo, Inc.) as of June [removed: 10, 2022,] [added: 16, 2023,] the last day of business of our most recently completed second fiscal quarter, was [removed: $224.2] [added: $255.9] billion (based on the closing sale price of PepsiCo, Inc.’s Common Stock on that date as reported on the Nasdaq Global Select Market).

The number of shares of PepsiCo, Inc. Common Stock outstanding as of February 2, [removed: 2023] [added: 2024] was [removed: 1,377,251,316.][added: 1,374,429,271.]

Portions of the Proxy Statement relating to PepsiCo, Inc.’s [removed: 2023] [added: 2024] Annual Meeting of Shareholders are incorporated by reference into Part III of this Form 10-K.

For the Fiscal Year Ended December [removed: 31, 2022][added: 30, 2023]

| Item 1. | | | [removed: [Business](#icff5e662af89417fa73c2759175fcc28_16)] [added: [Business](#i79c56b76e6a748ad8ca283fdc3e1f75e_16)] | | | [removed: [2](#icff5e662af89417fa73c2759175fcc28_16)] [added: [2](#i79c56b76e6a748ad8ca283fdc3e1f75e_16)] | | |

| Item 1A. | | | [Risk [removed: Factors](#icff5e662af89417fa73c2759175fcc28_52)] [added: Factors](#i79c56b76e6a748ad8ca283fdc3e1f75e_52)] | | | [removed: [11](#icff5e662af89417fa73c2759175fcc28_52)] [added: [11](#i79c56b76e6a748ad8ca283fdc3e1f75e_52)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#icff5e662af89417fa73c2759175fcc28_55)] [added: Comments](#i79c56b76e6a748ad8ca283fdc3e1f75e_55)] | | | [removed: [23](#icff5e662af89417fa73c2759175fcc28_55)] [added: [24](#i79c56b76e6a748ad8ca283fdc3e1f75e_55)] | | |

| Item 2. | | | [removed: [Properties](#icff5e662af89417fa73c2759175fcc28_58)] [added: [Properties](#i79c56b76e6a748ad8ca283fdc3e1f75e_58)] | | | [removed: [24](#icff5e662af89417fa73c2759175fcc28_58)] [added: [26](#i79c56b76e6a748ad8ca283fdc3e1f75e_58)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#icff5e662af89417fa73c2759175fcc28_61)] [added: Proceedings](#i79c56b76e6a748ad8ca283fdc3e1f75e_61)] | | | [removed: [24](#icff5e662af89417fa73c2759175fcc28_61)] [added: [27](#i79c56b76e6a748ad8ca283fdc3e1f75e_61)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#icff5e662af89417fa73c2759175fcc28_64)] [added: Disclosures](#i79c56b76e6a748ad8ca283fdc3e1f75e_64)] | | | [removed: [24](#icff5e662af89417fa73c2759175fcc28_64)] [added: [27](#i79c56b76e6a748ad8ca283fdc3e1f75e_64)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#icff5e662af89417fa73c2759175fcc28_73)] [added: Securities](#i79c56b76e6a748ad8ca283fdc3e1f75e_73)] | | | [removed: [28](#icff5e662af89417fa73c2759175fcc28_73)] [added: [30](#i79c56b76e6a748ad8ca283fdc3e1f75e_73)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#icff5e662af89417fa73c2759175fcc28_79)] [added: Operations](#i79c56b76e6a748ad8ca283fdc3e1f75e_79)] | | | [removed: [29](#icff5e662af89417fa73c2759175fcc28_79)] [added: [31](#i79c56b76e6a748ad8ca283fdc3e1f75e_79)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#icff5e662af89417fa73c2759175fcc28_295)] [added: Risk](#i79c56b76e6a748ad8ca283fdc3e1f75e_307)] | | | [removed: [116](#icff5e662af89417fa73c2759175fcc28_295)] [added: [119](#i79c56b76e6a748ad8ca283fdc3e1f75e_307)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#icff5e662af89417fa73c2759175fcc28_298)] [added: Data](#i79c56b76e6a748ad8ca283fdc3e1f75e_310)] | | | [removed: [116](#icff5e662af89417fa73c2759175fcc28_298)] [added: [119](#i79c56b76e6a748ad8ca283fdc3e1f75e_310)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#icff5e662af89417fa73c2759175fcc28_301)] [added: Disclosure](#i79c56b76e6a748ad8ca283fdc3e1f75e_313)] | | | [removed: [116](#icff5e662af89417fa73c2759175fcc28_301)] [added: [119](#i79c56b76e6a748ad8ca283fdc3e1f75e_313)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#icff5e662af89417fa73c2759175fcc28_304)] [added: Procedures](#i79c56b76e6a748ad8ca283fdc3e1f75e_316)] | | | [removed: [116](#icff5e662af89417fa73c2759175fcc28_304)] [added: [119](#i79c56b76e6a748ad8ca283fdc3e1f75e_316)] | | |

| Item 9B. | | | [Other [removed: Information](#icff5e662af89417fa73c2759175fcc28_307)] [added: Information](#i79c56b76e6a748ad8ca283fdc3e1f75e_319)] | | | [removed: [117](#icff5e662af89417fa73c2759175fcc28_307)] [added: [120](#i79c56b76e6a748ad8ca283fdc3e1f75e_319)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#icff5e662af89417fa73c2759175fcc28_310)] [added: Inspections](#i79c56b76e6a748ad8ca283fdc3e1f75e_322)] | | | [removed: [117](#icff5e662af89417fa73c2759175fcc28_310)] [added: [120](#i79c56b76e6a748ad8ca283fdc3e1f75e_322)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#icff5e662af89417fa73c2759175fcc28_316)] [added: Governance](#i79c56b76e6a748ad8ca283fdc3e1f75e_328)] | | | [removed: [117](#icff5e662af89417fa73c2759175fcc28_316)] [added: [120](#i79c56b76e6a748ad8ca283fdc3e1f75e_328)] | | |

| Item 11. | | | [Executive [removed: Compensation](#icff5e662af89417fa73c2759175fcc28_319)] [added: Compensation](#i79c56b76e6a748ad8ca283fdc3e1f75e_331)] | | | [removed: [117](#icff5e662af89417fa73c2759175fcc28_319)] [added: [121](#i79c56b76e6a748ad8ca283fdc3e1f75e_331)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#icff5e662af89417fa73c2759175fcc28_322)] [added: Matters](#i79c56b76e6a748ad8ca283fdc3e1f75e_334)] | | | [removed: [118](#icff5e662af89417fa73c2759175fcc28_322)] [added: [121](#i79c56b76e6a748ad8ca283fdc3e1f75e_334)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#icff5e662af89417fa73c2759175fcc28_325)] [added: Independence](#i79c56b76e6a748ad8ca283fdc3e1f75e_337)] | | | [removed: [118](#icff5e662af89417fa73c2759175fcc28_325)] [added: [121](#i79c56b76e6a748ad8ca283fdc3e1f75e_337)] | | |

| Item 14. | | | [Principal Accounting Fees and [removed: Services](#icff5e662af89417fa73c2759175fcc28_328)] [added: Services](#i79c56b76e6a748ad8ca283fdc3e1f75e_340)] | | | [removed: [118](#icff5e662af89417fa73c2759175fcc28_328)] [added: [121](#i79c56b76e6a748ad8ca283fdc3e1f75e_340)] | | |

| Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#icff5e662af89417fa73c2759175fcc28_334)] [added: Schedules](#i79c56b76e6a748ad8ca283fdc3e1f75e_346)] | | | [removed: [119](#icff5e662af89417fa73c2759175fcc28_334)] [added: [122](#i79c56b76e6a748ad8ca283fdc3e1f75e_346)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#icff5e662af89417fa73c2759175fcc28_337)] [added: Summary](#i79c56b76e6a748ad8ca283fdc3e1f75e_349)] | | | [removed: [119](#icff5e662af89417fa73c2759175fcc28_337)] [added: [122](#i79c56b76e6a748ad8ca283fdc3e1f75e_349)] | | |

[Table of](#i79c56b76e6a748ad8ca283fdc3e1f75e_7) [Contents](#i79c56b76e6a748ad8ca283fdc3e1f75e_7)

[Table of](#i79c56b76e6a748ad8ca283fdc3e1f75e_7) [Contents](#i79c56b76e6a748ad8ca283fdc3e1f75e_7)

| Item 1C. | | | [Cybersecurity](#i79c56b76e6a748ad8ca283fdc3e1f75e_2635) | | | [24](#i79c56b76e6a748ad8ca283fdc3e1f75e_2635) | | |

[Table of](#i79c56b76e6a748ad8ca283fdc3e1f75e_7) [Contents](#i79c56b76e6a748ad8ca283fdc3e1f75e_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: 2022] [added: 2023 fiscal] year and that remain unresolved.

Cybersecurity Risk Management and Strategy

We are regularly subject to cyberattacks and other cyber incidents.

In response, we have implemented cybersecurity processes, technologies, and controls to aid in our efforts to assess, identify, and manage cybersecurity risks.

Our enterprise risk management framework considers cybersecurity risk alongside other company risks as part of our overall risk assessment process.

Our enterprise risk management team collaborates with our Information Security function, led by the Company’s Chief Strategy and

[Table of](#i79c56b76e6a748ad8ca283fdc3e1f75e_7) [Contents](#i79c56b76e6a748ad8ca283fdc3e1f75e_7)

Transformation Officer and the Company’s Chief Information Security Officer, to gather insights for identifying, assessing and managing cybersecurity threat risks, their severity, and potential mitigations.

We assess PepsiCo’s Information Security program using an industry-leading cybersecurity framework from the National Institute of Standards and Technology.

To help assess and identify our cybersecurity risks, we maintain internal resources to perform penetration testing designed to simulate evolving tactics and techniques of real-world threat actors, engage with industry partners and law enforcement and intelligence communities and conduct tabletop exercises and periodic risk interviews across our business.

We also engage an independent third party to perform internal and external penetration testing of PepsiCo’s environment periodically and engage other third parties to periodically conduct assessments of our cybersecurity capabilities.

In addition, we continue to expand training and awareness practices to mitigate human risk, including mandatory computer-based training, internal communications, and regular phishing awareness campaigns that are designed to emulate real-world contemporary threats and provide immediate feedback (and, if necessary, additional training or remedial action) to employees.

Our processes also address cybersecurity risks associated with our use of third-party service providers including suppliers, software and cloud-based service providers.

We proactively evaluate the cybersecurity risk of a third party by utilizing a repository of risk assessments, external monitoring sources, threat intelligence and predictive analytics to better inform PepsiCo during contracting and vendor selection processes.

Additionally, when third party risks are identified, we require those third parties to agree by contract to implement appropriate security controls.

Security issues are documented and tracked and periodic monitoring is conducted for third parties in order to mitigate risk.

In addition to the processes, technologies, and controls that we have in place to reduce the likelihood of a successful material cyberattack, the Company has established well-defined response procedures to address cyber events that do occur.

The program provides for the coordination of various corporate functions and governance groups and serves as a framework for the execution of responsibilities across businesses and operational roles.

Our incident response plan coordinates the activities we take to prepare for, detect, respond to and recover from cybersecurity incidents, which include processes to triage, assess severity for, escalate, contain, investigate, and remediate the incident, as well as to assess for potential disclosure, comply with potentially applicable legal obligations and mitigate brand and reputational damage.

We also 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.

Based on the information we have as of the date of this Form 10-K, we do not believe any risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations or financial condition.

See “Item 1A.

Risk Factors” for further information about these risks.

Cybersecurity Governance

Cybersecurity is an important part of our risk management processes and an area of focus for our Board and management.

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 2021, the Board amended our Corporate Governance Guidelines to specifically mention cybersecurity as an area of Board oversight to reflect this existing practice.

The Board receives and provides feedback on regular updates from management, including from the Company’s Chief Strategy and Transformation Officer and the Company’s Chief Information Security Officer, regarding cybersecurity governance processes, the status of projects to strengthen internal cybersecurity, results from third-party assessments, and also discusses any significant cyber incidents, including recent incidents at other companies and the emerging threat landscape.

[Table of](#i79c56b76e6a748ad8ca283fdc3e1f75e_7) [Contents](#i79c56b76e6a748ad8ca283fdc3e1f75e_7)

Our cybersecurity risk management and strategy processes, which are discussed in greater detail above, are led by the Company’s Chief Strategy and Transformation Officer and the Company’s Chief Information Security Officer.

Such individuals have significant prior work experience in various roles across multiple industries involving managing information security, developing cybersecurity strategy, implementing effective information and cybersecurity programs and managing compliance environments.

These members of management are informed about and monitor the prevention, mitigation, detection, and remediation of cybersecurity incidents through their management of, and participation in, the cybersecurity risk management and strategy processes described above, including the operation of our incident response plan.

| Europe | | | Convenient food plant | | | | | | Leicester, United Kingdom | | | | | | [removed: Leased] [added: Owned (a)] | | |

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

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

| FLNA, QFNA, [removed: PBNA] [added: PBNA, LatAm, Corporate] | | | Shared service center | | | | | | [removed: Winston Salem, North Carolina] [added: Mexico City, Mexico] | | | | | | Leased | | |

[Table of](#i79c56b76e6a748ad8ca283fdc3e1f75e_7) [Contents](#i79c56b76e6a748ad8ca283fdc3e1f75e_7)

| David J. Flavell | | | | | | [removed: 51] [added: 52] | | | | | | Executive Vice President, General Counsel and Corporate Secretary, PepsiCo | | |

| Marie T. Gallagher | | | | | | [removed: 63] [added: 64] | | | | | | Senior Vice President and Controller, PepsiCo | | |

| [removed: Hugh F. Johnston] [added: James T. Caulfield] | | | | | | [removed: 61] [added: 64] | | | | | | [removed: Vice Chairman, PepsiCo;] Executive Vice President and Chief Financial Officer, PepsiCo | | |

| Ram Krishnan | | | | | | [removed: 52] [added: 53] | | | | | | Chief Executive Officer, [removed: International] [added: PepsiCo] Beverages [removed: and Chief Commercial Officer] [added: North America] | | |

| Ramon L. Laguarta | | | | | | [removed: 59] [added: 60] | | | | | | Chairman of the Board of Directors and Chief Executive Officer, PepsiCo | | |

| Silviu Popovici | | | | | | [removed: 55] [added: 56] | | | | | | Chief Executive Officer, Europe | | |

| Paula Santilli | | | | | | [removed: 58] [added: 59] | | | | | | Chief Executive Officer, Latin America | | |

| [removed: Ronald Schellekens] [added: Becky Schmitt] | | | | | | [removed: 58] [added: 50] | | | | | | Executive Vice President and Chief Human Resources Officer, PepsiCo | | |

| [removed: Kirk Tanner] [added: Steven Williams] | | | | | | [removed: 54] [added: 58] | | | | | | Chief Executive Officer, PepsiCo [removed: Beverages] [added: Foods] North America | | |

| Eugene Willemsen | | | | | | [removed: 55] [added: 56] | | | | | | Chief Executive Officer, Africa, Middle East, South Asia [added: and International Beverages] | | |

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

[removed: Johnston] [added: Becky Schmitt] was appointed [removed: Vice Chairman, PepsiCo in 2015 and] Executive Vice President and Chief [removed: Financial] [added: Human Resources] Officer, [removed: PepsiCo] [added: PepsiCo,] in [removed: 2010.][added: June 2023.]

Prior to that, Mr. Krishnan served as [added: Chief] Executive [added: Officer, International Beverages and Chief Commercial Officer of PepsiCo from 2022 to February 2024, as Executive] Vice President and Chief Commercial Officer, PepsiCo, from 2019 to 2021, as President and Chief Executive Officer of PepsiCo’s Asia Pacific, Australia and New Zealand and China Region from 2018 to 2020, and as PepsiCo’s Senior Vice President and Chief Customer Officer for Walmart, leading PepsiCo’s global Walmart customer team, from 2016 to 2017.

Prior to joining PepsiCo Mexico Foods, she held a variety of roles, including leadership positions in Beverages in Mexico, as well as in Foods and Snacks in the Latin America Southern Cone region [removed: comprising Argentina, Uruguay and Paraguay.]

[removed: Kirk Tanner] [added: Ram Krishnan] was appointed Chief Executive Officer, PepsiCo Beverages North America, effective [removed: 2019.][added: February 2024.]

Eugene Willemsen was appointed Chief Executive Officer, Africa, Middle East, South [removed: Asia,] [added: Asia and International Beverages,] effective [removed: 2019.][added: February 2024.]

Previously he served as Chief Executive Officer, [added: Africa, Middle East, South Asia from 2019 to February 2024, as Chief Executive Officer,] Sub-Saharan Africa in 2019 and as Executive Vice President, Global Categories and Franchise Management from 2015 to 2019.

James T.

Caulfield has served as Executive Vice President and Chief Financial Officer, PepsiCo, since November 2023.

Prior to that, he served as Senior Vice President and Chief Financial Officer, PepsiCo Foods North America from 2019 to November 2023, as PepsiCo’s Senior Vice President, Investor Relations from 2010 to 2019, as Senior Vice President and Chief Financial Officer, PepsiCo Beverages Canada from 2010 to 2011, as Vice President, Corporate Strategy and Development from 2007 to 2010, Vice President, Investor Relations from 2005 to 2007 and as Vice President, Financial Planning and Analysis from 2000 to 2005.

He also held a variety of senior finance roles in Frito-Lay North America from 1995 to 2000 and was Director, Corporate Audit from 1993 to 1995.

Prior to joining PepsiCo in 1993, Mr. Caulfield was a partner at the accounting firm Coopers & Lybrand.

[Table of](#i79c56b76e6a748ad8ca283fdc3e1f75e_7) [Contents](#i79c56b76e6a748ad8ca283fdc3e1f75e_7)

Groups from 2017 to 2018, as Senior Vice President, Deputy General Counsel & General Counsel, Latin America and Frito-Lay North America from 2016 to 2017, as Senior Vice President, General Counsel, Latin America and Frito-Lay North America from 2015 to 2016, and as Senior Vice President, General Counsel, Asia, Middle East and Africa from 2011 to 2015.

[Table of](#i79c56b76e6a748ad8ca283fdc3e1f75e_7) [Contents](#i79c56b76e6a748ad8ca283fdc3e1f75e_7)

comprising Argentina, Uruguay and Paraguay.

Prior to that, Ms. Schmitt served as executive vice president, chief people officer of Cognizant Technology Solutions Corp. from 2020 to 2023.

Prior to joining Cognizant, Ms. Schmitt served in various executive human resources roles at Walmart, Inc., including as senior vice president, chief people officer of Sam’s Club, a division of Walmart, from 2018 to 2020, senior vice president, chief people officer of U.S. eCommerce and corporate functions from late 2016 to 2018, and vice president, human resources – technology from early 2016 to late 2016.

Prior to joining Walmart, Ms. Schmitt spent over 20 years with Accenture plc in multiple senior human resources roles globally.

[Table of](#i79c56b76e6a748ad8ca283fdc3e1f75e_7) [Contents](#i79c56b76e6a748ad8ca283fdc3e1f75e_7)

| Steven Williams | | | | | | 57 | | | | | | Chief Executive Officer, PepsiCo Foods North America | | |

Hugh F.

In addition to providing strategic financial leadership for PepsiCo, Mr. Johnston’s portfolio has included a variety of responsibilities, including leadership of the Company’s information technology function since 2015, the Company’s global e-commerce business from 2015 to 2019, and the Quaker Foods North America division from 2014 to 2016.

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

Prior to that, he served as Senior Vice President and Chief Financial Officer of PepsiCo Beverages and Foods from 2002 through 2005, and as PepsiCo’s Senior Vice President of Mergers and Acquisitions in 2002.

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

rejoined PepsiCo in 2002.

Prior to joining PepsiCo in 1987, Mr. Johnston was with General Electric Company in a variety of finance positions.

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

Ronald Schellekens was appointed Executive Vice President and Chief Human Resources Officer, PepsiCo, in 2018.

Prior to that, Mr. Schellekens served as Group HR Director of Vodafone Group Services Limited from 2009 to 2018, where he was responsible for the Vodafone Human Resource Management function, as well as health and safety, and property and real estate functions.

Prior to joining Vodafone, Mr. Schellekens was executive vice president, human resources for the global downstream division of Royal Dutch Shell Plc.

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.

Prior to that, he served for nine years at AT&T Inc. in Human Resources.

Prior to that, Mr. Tanner served as President and Chief Operating Officer, North America Beverages from 2016 to 2018, Chief Operating Officer, North America Beverages and President, Global Foodservice from 2015 to 2016, and President, Global Foodservice from 2014 to 2015.

Mr. Tanner joined PepsiCo in 1992, where he has worked in numerous domestic and international locations and in a variety of roles, including Senior Vice President of Frito-Lay North America’s West region from 2009 to 2013, Vice President, Sales of PepsiCo U.K. and Ireland from 2008 to 2009, Region Vice President of Frito-Lay North America’s Mountain region from 2005 to 2008, Region Vice President of Frito-Lay North America’s Mid-America region from 2002 to 2005 and Region Vice President of Frito-Lay North America’s California region from 2000 to 2002.

Shareholders – As of February 2, [removed: 2023,] [added: 2024,] there were approximately [removed: 98,573] [added: 94,999] shareholders of record of our common stock.

On February [removed: 1, 2023,] [added: 7, 2024,] the Board declared a quarterly dividend of [removed: $1.15] [added: $1.265] per share payable [removed: March 31, 2023,] [added: April 1, 2024,] to shareholders of record on March [removed: 3, 2023.][added: 1, 2024.]

For the remainder of [removed: 2023,] [added: 2024,] the record dates for these dividend payments are expected to be June [removed: 2,] [added: 7,] September [removed: 1] [added: 6] and December [removed: 1, 2023,] [added: 6, 2024,] subject to the approval of the Board.

On February 9, [removed: 2023,] [added: 2024,] we announced a [removed: 10.0%] [added: 7%] increase in our annualized dividend to [removed: $5.06] [added: $5.42] per share from [removed: $4.60] [added: $5.06] per share, effective with the dividend expected to be paid in June [removed: 2023.][added: 2024.]

We expect to return a total of approximately [removed: $7.7] [added: $8.2] billion to shareholders in [removed: 2023,] [added: 2024,] comprising dividends of approximately [removed: $6.7] [added: $7.2] billion and share repurchases of approximately $1.0 billion.

A summary of our common stock repurchases (in millions, except average price per share) during the fourth quarter of [removed: 2022] [added: 2023] is set forth in the table below.

| 9/9/2023 | | | | | | | | | | | | | | | | | | | | | $ | 7,741 | |

| 9/10/2023-10/7/2023 | | | 0.6 | | | | | | $ | 174.26 | | | | | 0.6 | | | | | | (105) | | |

| | | | | | | | | | | | | | | | | | | | | | 7,636 | | |

| 10/8/2023-11/4/2023 | | | 0.3 | | | | | | $ | 162.20 | | | | | 0.3 | | | | | | (47) | | |

| | | | | | | | | | | | | | | | | | | | | | 7,589 | | |

| 11/5/2023-12/2/2023 | | | 0.3 | | | | | | $ | 167.35 | | | | | 0.3 | | | | | | (54) | | |

| | | | | | | | | | | | | | | | | | | | | | 7,535 | | |

| 12/3/2023-12/30/2023 | | | 0.2 | | | | | | $ | 168.08 | | | | | 0.2 | | | | | | (35) | | |

| Total | | | 1.4 | | | | | | $ | 169.31 | | | | | 1.4 | | | | | | $ | 7,500 | |

[Table of](#i79c56b76e6a748ad8ca283fdc3e1f75e_7) [Contents](#i79c56b76e6a748ad8ca283fdc3e1f75e_7)

| 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 | |

Based on that evaluation, our management concluded that our internal control over financial reporting was effective as of December [removed: 31, 2022.][added: 30, 2023.]

(c) Changes in Internal Control over Financial Reporting. During our fourth quarter of [removed: 2022,] [added: 2023,] we continued migrating certain of our financial processing systems to an Enterprise Resource Planning (ERP) solution.

During [removed: 2022,] [added: 2023,] we continued implementing these systems, resulting in changes that materially affected our internal control over 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: 2022] [added: 2023] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

[Table of](#i79c56b76e6a748ad8ca283fdc3e1f75e_7) [Contents](#i79c56b76e6a748ad8ca283fdc3e1f75e_7)

During the 16 weeks ended December 30, 2023, none of our directors or executive officers adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” as such terms are defined under Item 408 of Regulation S-K.

Not applicable.

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: 2023] [added: 2024] Annual Meeting of Shareholders to be filed with the SEC within 120 days of the year ended December [removed: 31, 2022 (the] [added: 30,] 2023 [added: (the 2024] Proxy Statement) and is incorporated herein by reference.

Information about our executive officers is reported under the caption “Information About [added: Our] Executive Officers” in Part I of this report.

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: 2023] [added: 2024] 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: 2023] [added: 2024] 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: 2023] [added: 2024] Proxy Statement under the caption “Corporate Governance at PepsiCo – Committees of the Board of Directors – Audit Committee” and is incorporated herein by reference.

[Table of](#i79c56b76e6a748ad8ca283fdc3e1f75e_7) [Contents](#i79c56b76e6a748ad8ca283fdc3e1f75e_7)

Information about director and executive officer compensation, Compensation Committee interlocks and the Compensation Committee Report is contained in our [removed: 2023] [added: 2024] Proxy Statement under the captions [removed: “2022][added: “2023 Director Compensation,” “Executive Compensation,” “Corporate Governance at PepsiCo – Committees of the Board of Directors – Compensation Committee – Compensation Committee Interlocks and Insider Participation” and “Executive Compensation – Compensation Committee Report” and is incorporated herein by reference.]

Director Compensation,” “Executive Compensation,” “Corporate Governance at PepsiCo – Committees of the Board of Directors – Compensation Committee – Compensation Committee Interlocks and Insider Participation” and “Executive Compensation – Compensation Committee Report” and is incorporated herein by reference.

Information with respect to securities authorized for issuance under equity compensation plans can be found under the caption “Executive Compensation – Securities Authorized for Issuance Under Equity Compensation Plans” in our [removed: 2023] [added: 2024] 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: 2023] [added: 2024] 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: 2023] [added: 2024] 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: 2023] [added: 2024] Proxy Statement under the caption “Ratification of Appointment of Independent Registered Public Accounting Firm – Audit and Other Fees” and is incorporated herein by reference.

| | | | Consolidated Statement of Income – Fiscal years ended December [added: 30, 2023, December] 31, [removed: 2022,] [added: 2022 and] December 25, 2021 [removed: and December 26, 2020] | | |

| | | | Consolidated Statement of Comprehensive Income – Fiscal years ended December [added: 30, 2023, December] 31, [removed: 2022,] [added: 2022 and] December 25, 2021 [removed: and December 26, 2020] | | |

| | | | Consolidated Statement of Cash Flows – Fiscal years ended December [added: 30, 2023, December] 31, [removed: 2022,] [added: 2022 and] December 25, 2021 [removed: and December 26, 2020] | | |

| | | | Consolidated Balance Sheet – December [removed: 31, 2022] [added: 30, 2023] and December [removed: 25, 2021] [added: 31, 2022] | | |

| | | | Consolidated Statement of Equity – Fiscal years ended December [added: 30, 2023, December] 31, [removed: 2022,] [added: 2022 and] December 25, 2021 [removed: and December 26, 2020] | | |

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

[Table of](#i79c56b76e6a748ad8ca283fdc3e1f75e_7) [Contents](#i79c56b76e6a748ad8ca283fdc3e1f75e_7)

[Table of](#i79c56b76e6a748ad8ca283fdc3e1f75e_7) [Contents](#i79c56b76e6a748ad8ca283fdc3e1f75e_7)

| [removed: 4.24] [added: 4.38] | | | [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: 4.25] [added: 4.24] | | | [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: 4.26] [added: 4.25] | | | [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: 4.27] [added: 4.26] | | | [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: 4.28] [added: 4.27] | | | [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: 4.29] [added: 4.28] | | | [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: 4.30] [added: 4.29] | | | [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: 4.31] [added: 4.30] | | | [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) | | | | | |

| [removed: 4.32] [added: 4.31] | | | [Form of 1.125% Senior Note due 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 18, 2019.](http://www.sec.gov/Archives/edgar/data/77476/000110465919015601/a19-5533_3ex4d2.htm) | | | | | |

| [removed: 4.33] [added: 4.32] | | | [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: 4.34] [added: 4.33] | | | [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: 4.35] [added: 4.34] | | | [Form of 2.875% Senior Note due 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 9, 2019.](http://www.sec.gov/Archives/edgar/data/77476/000141057819001590/tv530785_ex4-1.htm) | | | | | |

| [removed: 4.36] [added: 4.35] | | | [Form of 0.875% Senior Note due 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 16, 2019.](http://www.sec.gov/Archives/edgar/data/77476/000141057819001659/tv530842_ex4-1.htm) | | | | | |

| [removed: 4.37] [added: 4.36] | | | [Form of 2.250% Senior Note due 2025, 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 19, 2020.](http://www.sec.gov/Archives/edgar/data/77476/000110465920035907/tm2013070d1_ex4-1.htm) | | | | | |

| [removed: 4.38] [added: 4.37] | | | [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) | | | | | |

| 4.39 | | | [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)] | | | | | |

| 4.40 | | | [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)] | | | | | |

| 4.41 | | | [Form of [removed: 3.625%] [added: 3.875%] Senior Note due [removed: 2050,] [added: 2060,] 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 March 19, [removed: 2020.](http://www.sec.gov/Archives/edgar/data/77476/000110465920035907/tm2013070d1_ex4-5.htm)] [added: 2020.](http://www.sec.gov/Archives/edgar/data/77476/000110465920035907/tm2013070d1_ex4-6.htm)] | | | | | |

| 4.42 | | | [Form of [removed: 3.875%] [added: 1.625%] Senior Note due [removed: 2060,] [added: 2030,] which is incorporated herein by reference to Exhibit [removed: 4.6] [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_ex4-6.htm)] [added: May 1, 2020.](http://www.sec.gov/Archives/edgar/data/77476/000110465920055540/tm2013806d2_ex4-2.htm)] | | | | | |

| 4.43 | | | [Form of [removed: 0.750%] [added: 0.250%] Senior Note due [removed: 2023,] [added: 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: 1, 2020.](http://www.sec.gov/Archives/edgar/data/77476/000110465920055540/tm2013806d2_ex4-1.htm)] [added: 6, 2020.](http://www.sec.gov/Archives/edgar/data/77476/000110465920057476/tm2015480d3_ex4-1.htm)] | | | | | |

| 4.44 | | | [Form of [removed: 1.625%] [added: 0.500%] Senior Note due [removed: 2030,] [added: 2028,] which is incorporated herein by reference to Exhibit 4.2 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May [removed: 1, 2020.](http://www.sec.gov/Archives/edgar/data/77476/000110465920055540/tm2013806d2_ex4-2.htm)] [added: 6, 2020.](http://www.sec.gov/Archives/edgar/data/77476/000110465920057476/tm2015480d3_ex4-2.htm)] | | | | | |

| [removed: 4.45] [added: 4.46] | | | [Form of [removed: 0.250%] [added: 0.400%] Senior Note due [removed: 2024,] [added: 2032,] 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 [removed: May 6, 2020.](http://www.sec.gov/Archives/edgar/data/77476/000110465920057476/tm2015480d3_ex4-1.htm)] [added: October 9, 2020.](http://www.sec.gov/Archives/edgar/data/77476/000110465920113930/tm2031154d3_ex4-1.htm)] | | | | | |

| [removed: 4.46] [added: 4.45] | | | [Form of [removed: 0.500%] [added: 1.400%] Senior Note due [removed: 2028,] [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 [removed: May 6, 2020.](http://www.sec.gov/Archives/edgar/data/77476/000110465920057476/tm2015480d3_ex4-2.htm)] [added: October 7, 2020.](http://www.sec.gov/Archives/edgar/data/77476/000110465920113094/tm2031181d3_ex4-2.htm)] | | | | | |

| 4.47 | | | [Form of [removed: 0.400%] [added: 1.050%] Senior Note due [removed: 2023,] [added: 2050,] 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 October [removed: 7, 2020.](http://www.sec.gov/Archives/edgar/data/77476/000110465920113094/tm2031181d3_ex4-1.htm)] [added: 9, 2020.](http://www.sec.gov/Archives/edgar/data/77476/000110465920113930/tm2031154d3_ex4-2.htm)] | | | | | |

| [removed: 4.48] [added: 4.50] | | | [Form of [removed: 1.400%] [added: 2.625%] Senior Note due [removed: 2031,] [added: 2041,] which is incorporated herein by reference to Exhibit 4.2 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October [removed: 7, 2020.](http://www.sec.gov/Archives/edgar/data/77476/000110465920113094/tm2031181d3_ex4-2.htm)] [added: 21, 2021.](http://www.sec.gov/Archives/edgar/data/77476/000110465921128479/tm2126857d6_ex4-2.htm)] | | | | | |

| 4.49 | | | [Form of [removed: 0.400%] [added: 1.950%] Senior Note due [removed: 2032,] [added: 2031,] 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, 2020.](http://www.sec.gov/Archives/edgar/data/77476/000110465920113930/tm2031154d3_ex4-1.htm)] [added: 21, 2021.](http://www.sec.gov/Archives/edgar/data/77476/000110465921128479/tm2126857d6_ex4-1.htm)] | | | | | |

| [removed: 4.50] [added: 4.53] | | | [Form of [removed: 1.050%] [added: 4.200%] Senior Note due [removed: 2050,] [added: 2052,] which is incorporated herein by reference to Exhibit 4.2 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on [removed: October 9, 2020.](http://www.sec.gov/Archives/edgar/data/77476/000110465920113930/tm2031154d3_ex4-2.htm)] [added: July 18, 2022.](http://www.sec.gov/Archives/edgar/data/77476/000110465922080528/tm2217577d5_ex4-2.htm)] | | | | | |

| [removed: 4.51] [added: 4.48] | | | [Form of 0.750% Senior Note due 2033, which is incorporated herein by reference to Exhibit 4.1 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 14, 2021.](http://www.sec.gov/Archives/edgar/data/77476/000110465921126260/tm2126857d9_ex4-1.htm) | | | | | |

| [removed: 4.52] [added: 4.51] | | | [Form of [removed: 1.950%] [added: 2.750%] Senior Note due [removed: 2031,] [added: 2051,] which is incorporated herein by reference to Exhibit [removed: 4.1] [added: 4.3] to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 21, [removed: 2021.](http://www.sec.gov/Archives/edgar/data/77476/000110465921128479/tm2126857d6_ex4-1.htm)] [added: 2021.](http://www.sec.gov/Archives/edgar/data/77476/000110465921128479/tm2126857d6_ex4-3.htm)] | | | | | |

| [removed: 4.53] [added: 4.56] | | | [Form of [removed: 2.625%] [added: 3.550%] Senior Note due [removed: 2041,] [added: 2034,] which is incorporated herein by reference to Exhibit 4.2 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on [removed: October 21, 2021.](http://www.sec.gov/Archives/edgar/data/77476/000110465921128479/tm2126857d6_ex4-2.htm)] [added: July 22, 2022.](http://www.sec.gov/Archives/edgar/data/77476/000110465922082034/tm2217640d5_ex4-2.htm)] | | | | | |

| [removed: 4.54] [added: 4.59] | | | [Form of [removed: 2.750%] [added: 4.450%] Senior Note due [removed: 2051,] [added: 2028,] which is incorporated herein by reference to Exhibit 4.3 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on [removed: October 21, 2021.](http://www.sec.gov/Archives/edgar/data/77476/000110465921128479/tm2126857d6_ex4-3.htm)] [added: February 15, 2023.](http://www.sec.gov/Archives/edgar/data/77476/000110465923022416/tm236760d1_ex4-3.htm)] | | | | | |

| [removed: 4.55] [added: 4.52] | | | [Form of 3.600% Senior Note due 2028, which is incorporated herein by reference to Exhibit 4.1 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 18, 2022.](http://www.sec.gov/Archives/edgar/data/77476/000110465922080528/tm2217577d5_ex4-1.htm) | | | | | |

| [removed: 4.56] [added: 4.54] | | | [Form of [removed: 4.200%] [added: 3.900%] Senior Note due [removed: 2052,] [added: 2032,] 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 July 18, [removed: 2022.](http://www.sec.gov/Archives/edgar/data/77476/000110465922080528/tm2217577d5_ex4-2.htm)] [added: 2022.](http://www.sec.gov/Archives/edgar/data/77476/000110465922080534/tm2217639d6_ex4-1.htm)] | | | | | |

| [removed: 4.57] [added: 4.55] | | | [Form of [removed: 3.900%] [added: 3.200%] Senior Note due [removed: 2032,] [added: 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 [removed: 18, 2022.](http://www.sec.gov/Archives/edgar/data/77476/000110465922080534/tm2217639d6_ex4-1.htm)] [added: 22, 2022.](http://www.sec.gov/Archives/edgar/data/77476/000110465922082034/tm2217640d5_ex4-1.htm)] | | | | | |

| 4.58 | | | [Form of [removed: 3.200%] [added: 4.550%] Senior Note due [removed: 2029,] [added: 2026,] which is incorporated herein by reference to Exhibit [removed: 4.1] [added: 4.2] to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on [removed: July 22, 2022.](http://www.sec.gov/Archives/edgar/data/77476/000110465922082034/tm2217640d5_ex4-1.htm)] [added: February 15, 2023.](http://www.sec.gov/Archives/edgar/data/77476/000110465923022416/tm236760d1_ex4-2.htm)] | | | | | |

| [removed: 4.59] [added: 4.63] | | | [Form of [removed: 3.550%] [added: 5.250%] Senior Note due [removed: 2034,] [added: 2025,] which is incorporated herein by reference to Exhibit 4.2 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on [removed: July 22, 2022.](http://www.sec.gov/Archives/edgar/data/77476/000110465922082034/tm2217640d5_ex4-2.htm)] [added: November 13, 2023.](http://www.sec.gov/Archives/edgar/data/77476/000110465923117278/tm2328675d3_ex4-2.htm)] | | | | | |

| [removed: 4.60] [added: 4.65] | | | [Board of Directors Resolutions Authorizing PepsiCo, Inc.’s Officers to Establish the Terms of the [removed: 2.750% Senior Notes due 2023, the] 3.600% Senior Notes due 2024, the 2.625% Senior Notes due 2026, the 4.250% Senior Notes due 2044, the 2.750% Senior Notes due 2025, the 3.500% Senior Notes due 2025, the 4.600% Senior Notes due 2045, the 4.450% Senior Notes due 2046, the 2.850% Senior Notes due 2026, the 0.875% Senior Notes due 2028, the 2.375% Senior Notes due 2026, the 3.450% Senior Notes due 2046, the 4.000% Senior Notes due 2047, the 2.150% Senior Notes due 2024, the 3.000% Senior Notes due 2027, the 7.00% Senior Notes due 2029, Series A, the 5.50% Senior Notes due 2035, Series A, the 7.29% Senior Notes due 2026, the 7.44% Senior Notes due 2026, the 7.00% Senior Notes due 2029, the 5.50% Senior Notes due 2035, the 0.750% Senior Notes due 2027, the 1.125% Senior Notes due 2031, the 2.625% Senior Notes due 2029, the 3.375% Senior Notes due 2049, the 2.875% Senior Notes due 2049, the 0.875% Senior Notes due 2039, the 2.250% Senior Notes due 2025, the 2.625% Senior Notes due 2027, the 2.750% Senior Notes due 2030, the 3.500% Senior Notes due 2040, the 3.625% Senior Notes due 2050, the 3.875% Senior Notes due 2060, the [removed: 0.750% Senior Notes due 2023, the] 1.625% Senior Notes due 2030, the 0.250% Senior Notes due 2024, the 0.500% Senior Notes due 2028, the [removed: 0.400% Senior Notes due 2023, the] 1.400% Senior Notes due 2031, the 0.400% Senior Notes due 2032, [removed: and] the 1.050% Senior Notes due 2050, the 0.750% Senior Notes due 2033, the 1.950% Senior Notes due 2031, the 2.625% Senior Notes due 2041, the 2.750% Senior Notes due 2051, the 3.600% Senior Notes due 2028, the 4.200% Senior Notes due 2052, the 3.900% Senior Notes due 2032, the 3.200% Senior Notes due [removed: 2029 and] [added: 2029,] the 3.550% Senior Notes due 2034, [added: the Floating Rate Notes due 2026, the 4.550% Senior Notes due 2026, the 4.450% Senior Notes due 2028, the 4.450% Senior Notes due 2033, the 4.650% Senior Notes due 2053, the Floating Rate Notes due 2024, the 5.250% Senior Notes due 2025 and the 5.125% Senior Notes due 2026,] which are incorporated herein by reference to Exhibit 4.4 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 28, 2013.](http://www.sec.gov/Archives/edgar/data/77476/000119312513084656/d493310dex44.htm) | | | | | |

| [removed: 4.61] [added: 4.66] | | | [Third Supplemental Indenture, dated as of October 24, 2018, between Pepsi-Cola Metropolitan Bottling Company, 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 October 25, 2018.](http://www.sec.gov/Archives/edgar/data/77476/000110465918063746/a18-37151_1ex4d2.htm) | | | | | |

| [removed: 4.62] [added: 4.67] | | | [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) | | | | | |

| [removed: 4.63] [added: 4.68] | | | [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) | | | | | |

[Table of](#i79c56b76e6a748ad8ca283fdc3e1f75e_7) [Contents](#i79c56b76e6a748ad8ca283fdc3e1f75e_7)

[Table of](#i79c56b76e6a748ad8ca283fdc3e1f75e_7) [Contents](#i79c56b76e6a748ad8ca283fdc3e1f75e_7)

[Table of](#i79c56b76e6a748ad8ca283fdc3e1f75e_7) [Contents](#i79c56b76e6a748ad8ca283fdc3e1f75e_7)

| 4.57 | | | [Form of Floating Rate Note due 2026, which is incorporated herein by reference to Exhibit 4.1 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 15, 2023.](http://www.sec.gov/Archives/edgar/data/77476/000110465923022416/tm236760d1_ex4-1.htm) | | | | | |

| 4.60 | | | [Form of 4.450% Senior Note due 2033, which is incorporated herein by reference to Exhibit 4.4 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 15, 2023.](http://www.sec.gov/Archives/edgar/data/77476/000110465923022416/tm236760d1_ex4-4.htm) | | | | | |

| 4.61 | | | [Form of 4.650% Senior Note due 2053, which is incorporated herein by reference to Exhibit 4.5 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 15, 2023.](http://www.sec.gov/Archives/edgar/data/77476/000110465923022416/tm236760d1_ex4-5.htm) | | | | | |

| 4.62 | | | [Form of Floating Rate 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 November 13, 2023.](http://www.sec.gov/Archives/edgar/data/77476/000110465923117278/tm2328675d3_ex4-1.htm) | | | | | |

[Table of](#i79c56b76e6a748ad8ca283fdc3e1f75e_7) [Contents](#i79c56b76e6a748ad8ca283fdc3e1f75e_7)

| 4.64 | | | [Form of 5.125% 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 November 13, 2023.](http://www.sec.gov/Archives/edgar/data/77476/000110465923117278/tm2328675d3_ex4-3.htm) | | | | | |

[Table of](#i79c56b76e6a748ad8ca283fdc3e1f75e_7) [Contents](#i79c56b76e6a748ad8ca283fdc3e1f75e_7)

| 10.11 | | | [PepsiCo Automatic Retirement Contribution Equalization Plan, as amended and restated effective as of January 1, 2023.*](https://www.sec.gov/Archives/edgar/data/77476/000007747624000008/pepsico202310-kxexhibit1011.htm) | | | | | |

[Table of](#i79c56b76e6a748ad8ca283fdc3e1f75e_7) [Contents](#i79c56b76e6a748ad8ca283fdc3e1f75e_7)

| 10.22 | | | [2020 Form of Annual Long-Term Incentive Award Agreement (Stock Options / Restricted Stock Units / Performance Stock Units).*](https://www.sec.gov/Archives/edgar/data/77476/000007747624000008/pepsico202310-kxexhibit1022.htm) | | | | | |

| 10.23 | | | [2021 Form of Annual Long-Term Incentive Award Agreement (Stock Options / Restricted Stock Units).*](https://www.sec.gov/Archives/edgar/data/77476/000007747624000008/pepsico202310-kxexhibit1023.htm) | | | | | |

| 10.24 | | | [2023 Form of Annual Long-Term Incentive Award Agreement (Stock Options / Restricted Stock Units).*](https://www.sec.gov/Archives/edgar/data/77476/000007747624000008/pepsico202310-kxexhibit1024.htm) | | | | | |

| 97 | | | [PepsiCo, Inc. Compensation Recovery Policy for Covered Executives.](https://www.sec.gov/Archives/edgar/data/77476/000007747624000008/pepsico202310-kexhibit97.htm) | | | | | |

[Table of](#i79c56b76e6a748ad8ca283fdc3e1f75e_7) [Contents](#i79c56b76e6a748ad8ca283fdc3e1f75e_7)

[Table of](#i79c56b76e6a748ad8ca283fdc3e1f75e_7) [Contents](#i79c56b76e6a748ad8ca283fdc3e1f75e_7)

| /s/ James T. Caulfield | | | Executive Vice President | | | February 8, 2024 | | |

| /s/ Jennifer Bailey | | | Director | | | February 8, 2024 | | |

| Jennifer Bailey | | | | | | | | |

| /s/ Susan M. Diamond | | | Director | | | February 8, 2024 | | |

| Susan M. Diamond | | | | | | | | |

| 10.19 | | | [PepsiCo, Inc. Executive Incentive Compensation Plan (as amended and restated effective February 4, 2021), which is incorporated by reference to Exhibit 10.20 to PepsiCo, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 26, 2020.*](http://www.sec.gov/Archives/edgar/data/77476/000007747621000007/pepsico2020form10-kex1020.htm) | | | | | |

| 10.21 | | | [PepsiCo Executive Income Deferral Program (Plan Document for the Pre-409A Program), amended and restated effective as of January 1, 2019,](http://www.sec.gov/Archives/edgar/data/77476/000007747620000015/pepsico201910-kexhibit1035.htm) [which is incorporated by reference to Exhibit 10.35 to PepsiCo, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 28, 2019](http://www.sec.gov/Archives/edgar/data/77476/000007747620000015/pepsico201910-kexhibit1035.htm)[.*](http://www.sec.gov/Archives/edgar/data/77476/000007747620000015/pepsico201910-kexhibit1035.htm) | | | | | |

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

| 10.24 | | | [Form of Annual Long-Term Incentive Agreement, which is incorporated herein by reference to Exhibit 10.1 to PepsiCo, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended March 19, 2022.*](http://www.sec.gov/Archives/edgar/data/77476/000007747622000020/exhibit101-q12022.htm) | | | | | |

| /s/ Hugh F. Johnston | | | Vice Chairman, Executive Vice President | | | February 8, 2023 | | |

| /s/ Shona L. Brown | | | Director | | | February 8, 2023 | | |

| Shona L. Brown | | | | | | | | |