PepsiCo (PEP) 10-K risk factor changes: FY2024 vs FY2023

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[removed: The] [added: In addition, geopolitical conflicts (such as the] ongoing conflict [added: in Ukraine)] could result in [removed: the] temporary or permanent loss of assets, including the nationalization or expropriation of [removed: 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.][added: assets.]

Consumer preferences continuously evolve due to a variety of factors, including: changes in consumer demographics, consumption patterns, diet (whether due to changes in consumer behavior and eating habits, [removed: the] [added: increasing] use of weight-loss drugs or other factors) and channel preferences (including continued increases in the e-commerce and online-to-offline channels); [removed: pricing;] [added: pricing (including the effective impact of taxes imposed on the manufacture, distribution or sale of certain of our products as a result of ingredients contained in such products); changes in consumer spending patterns (including if consumers switch to private label or lower-priced] product [added: offerings); product] quality; concerns or perceptions regarding packaging and its environmental impact (such as single-use and other plastic packaging); [removed: 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 [removed: valid).][added: valid); and concerns or perceptions regarding our workforce policies and initiatives.]

Pandemics, epidemics or other disease [removed: outbreaks, such as COVID-19,] [added: outbreaks] and geopolitical [removed: events,] [added: events and tensions,] wars and other military [added: conflicts, including the ongoing] conflicts [added: in Ukraine and the Middle East,] have also impacted and could continue to impact consumer preferences and demand for our [added: products, including negative consumer sentiment toward non-local] 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 use of social media and our response to political and social issues, geopolitical [removed: events,] [added: events and tensions,] wars and other military conflicts or catastrophic events.

Any inability on our part to anticipate or react to changes in consumer preferences and trends, or make the right strategic investments to do so, including investments in [added: artificial intelligence and] data analytics to understand consumer trends, can lead to reduced demand for our products, lead to inventory write-offs or erode our competitive and financial position, thereby adversely affecting our business.

In addition, our business operations, including our supply chain, are subject to disruption by geopolitical [removed: events,] [added: events and tensions,] 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.

[added: Our reputation or brand image has in the past been, and could in the future be, adversely impacted by a variety of factors, including: any failure by us, our business partners, or other actors in our supply chain to maintain high ethical, business and environmental, social and governance practices, including with respect to human rights, child labor, workforce policies and initiatives, workplace conditions and employee health and safety; any failure, or] perception of a failure, to achieve [added: or make sufficient progress toward] our environmental, social and governance goals, or any [added: revisions of or] negative perception toward such goals, including with respect to the nutrition profile of our products, [removed: diversity, equity and inclusion initiatives,] packaging, water [removed: use and] [added: use,] our impact on the [removed: environment;] [added: environment and our workforce policies and initiatives;] any failure to address health or other concerns about our products, products we [removed: distribute] [added: distribute, certain brands licensed to and distributed to third parties] (including alcoholic beverages), or particular ingredients in our products, including concerns regarding whether certain of our products [added: are “ultra-processed” or otherwise] contribute to obesity 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 issues, geopolitical [removed: events,] [added: events and tensions,] wars and other military [added: conflicts, including the ongoing] conflicts [added: in Ukraine and the Middle East,] 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.

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

[removed: In addition, product] [added: Product] quality or safety issues [added: identified by us or governmental authorities] have in the past and could in the future also reduce consumer confidence and demand for our products, cause production and delivery disruptions, 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 judgments, cleaning and 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, all of which can adversely affect our business.

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 [removed: investigations] [added: investigations, inspections] 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, shelf [removed: space,] [added: space and preferable shelf placement,] advertising, marketing and promotional activity, packaging, convenience, service and the ability to [added: 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 [added: digitalize our operations and] 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 or effectively than we [removed: do] [added: do, if our competitors are more successful than us in shifting to products that are less effected by the impact of taxes imposed as a result of ingredients contained in such products,] 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 unable to grow or maintain sales or category share or we may need to increase capital, marketing or other expenditures.

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

Our business requires that we attract, develop and maintain a highly skilled [removed: and diverse] workforce.

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

In addition, failure to attract, retain and develop associates [removed: from underrepresented communities] [added: in a manner that supports our culture] can damage our business results and our reputation.

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

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 [added: 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 [removed: products.][added: products and focusing on introducing and developing private-label brands.]

The increasing power of retailers and consolidation [added: may] also adversely [removed: impacts] [added: impact] our [removed: smaller] [added: other] customers’ ability to compete [removed: effectively, resulting] [added: effectively] in [removed: an inability on their part to pay for our products or reduced or canceled] [added: the market in which they operate, which may in turn affect] orders of our products.

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

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

Natural disasters and extreme weather conditions also pose physical risks to our [removed: facilities,] [added: facilities and those of our suppliers,] which could impair our production capabilities and disrupt our supply chain.

[removed: 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 [removed: outbreaks (including COVID-19),] [added: outbreaks,] labor shortages or changes in availability of our or our business partners’ [removed: workforce (including the lack of availability of truck drivers as a result of COVID-19),] [added: workforce,] 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 [removed: (including] [added: and] import/export restrictions, such as [removed: new] [added: new, expanded] or [removed: increased] [added: retaliatory] tariffs, sanctions, quotas or trade [removed: barriers),] [added: barriers (including recent U.S. tariffs imposed or threatened to be imposed on China, Canada and Mexico and other countries and any retaliatory actions taken by such countries),] port congestions or delays, transport capacity constraints, cybersecurity incidents or other disruptions, loss or impairment of key manufacturing sites, political uncertainties, geopolitical [removed: events,] [added: events and tensions,] wars and other military [removed: conflicts,] [added: conflicts (including the ongoing conflicts in Ukraine and the Middle East),] acts of terrorism, governmental instability or currency exchange rates.

[removed: increased] [added: Even as certain inflationary pressures moderated, we continued to experience volatility in our] commodity, packaging and transportation costs during [removed: 2023,] [added: 2024,] which may continue.

The results of elections, referendums or other political conditions (including government shutdowns), geopolitical [removed: events,] [added: events and tensions,] wars and other military conflicts (such as the ongoing conflicts in Ukraine and the Middle East) in these markets have in the past [added: impacted] 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 [removed: tariffs,] [added: the negotiation of new trade agreements, new, expanded or retaliatory tariffs against certain countries or covering certain products or ingredients (including recent U.S. tariffs imposed or threatened to be imposed on China, Canada and Mexico and other countries and any retaliatory actions taken by such countries),] 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 [removed: matters, and has resulted in and could continue to result in exchange rate fluctuation, volatility in global stock markets and global economic uncertainty or adversely affect demand for our products, any of which can adversely affect our business.][added: matters.]

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

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

[removed: Our business in these markets has been and could continue in the] future to be impacted by economic, political and social conditions; geopolitical [removed: conflicts,] [added: conflicts or tensions,] 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.

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 [removed: events.][added: events and tensions.]

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

Cyberattacks and cyber incidents [removed: may be difficult to detect for periods of time and] take many forms including cyber extortion, denial of service, social engineering, [added: deepfake attacks and disinformation campaigns,] introduction of viruses or malware (such as ransomware), exploiting vulnerabilities in hardware, software or other [removed: infrastructure,] [added: infrastructure (including zero-day vulnerabilities),] hacking, website defacement or theft of passwords and other credentials, unauthorized use of computing resources for digital currency mining and business email compromise.

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, [added: compromises of personal data, confidential information, intellectual property or other sensitive data, 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.]

[removed: While we 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.

The success of these [removed: transactions] [added: transactions, including our recent acquisition of Garza Food Ventures LLC (Siete),] is dependent upon, among other things, our ability to realize the full extent of the expected returns, benefits, cost savings or synergies as a result of a transaction, within the anticipated time frame, or at all; and receipt of necessary consents, clearances and approvals.

Risks associated with strategic transactions include integrating manufacturing, distribution, sales, accounting, financial reporting and administrative support activities and information technology systems with our company or difficulties separating such personnel, activities and systems in connection with divestitures; operating through new business models or in new categories or territories; motivating, recruiting and retaining executives and key employees; conforming controls (including internal control over financial reporting, disclosure controls and procedures and data protection and cybersecurity) and policies (including with respect to environmental compliance, [added: food safety,] 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; recognition of impairment charges in connection with potential divestitures; managing the impact of business [added: decisions or other actions or omissions of our joint venture partners that may have different interests than we do; and other unanticipated problems or liabilities, such as contingent liabilities and litigation.]

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

In addition, we continue on our multi-year phased business transformation initiative to migrate certain [added: aspects] of our systems, including our financial processing systems, to enterprise-wide systems solutions and have deployed these systems in certain countries and divisions.

In addition, [removed: working toward achieving] [added: there can be no assurance that we will achieve] our sustainability [removed: goals] [added: goal, which] 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.

In addition, our manufacturing facilities and products have been and could continue to be subject to increased inspection by federal, state and local authorities.

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respect to water use or to effectively respond to legal or regulatory requirements concerning water scarcity; or damage to our reputation, any of which can adversely affect our business.

The 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

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Such conditions have resulted in and could continue to result in exchange rate fluctuation, limitations on access to credit markets and other corporate banking services, including working capital facilities, volatility in global stock markets and global economic uncertainty and heightened risk to employee safety, any of which can adversely affect our business.

Our business in these markets has been and could continue in the

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Under difficult economic conditions, consumers may seek to reduce discretionary spending by forgoing purchases of our products or shifting toward lower-priced products offered by other companies, including private-label brands, which has impacted and could continue to impact consumer demand for our products.

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subject to failure, disruption or unavailability, and increased vulnerability to cyberattacks and other cyber incidents.

In addition, such cyberattacks may be difficult to detect for periods of time and, even if detected, the nature and extent of that cybersecurity incident may not be immediately clear and an investigation into a cybersecurity incident could take a significant amount of time to complete.

These factors may inhibit our ability to provide rapid, complete and reliable information about the cybersecurity incident to customers, counterparties and regulators, as well as the public.

While we believe we devote significant resources to network security, disaster recovery,

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In addition, failure to successfully complete or manage strategic transactions may impede our efforts to shift our portfolio to include new products that are less affected by the impact of ingredient-based taxes or other regulatory actions.

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

Further, developing and collecting, measuring and reporting sustainability information and metrics can be costly, difficult and time consuming and is subject to changing interpretive guidance and evolving reporting standards, including the Corporate Sustainability Reporting Directive in the European Union, especially to the extent these standards are not harmonized or consistent.

Further, methodologies for reporting our data may be updated and previously reported data may be adjusted to reflect improvement in availability and quality of third-party data, changing assumptions, changes in the nature and scope of our operations (including from acquisitions and divestitures) and other changes in circumstances.

We could also be subjected to negative responses by governmental actors (such as anti-ESG legislation or retaliatory legislative treatment) or certain stakeholders (such as boycotts, litigation or negative publicity campaigns) that could adversely affect our business.

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For example, Italy enacted a flat tax on all non-alcoholic beverages, effective July 1, 2025, at a rate of 0.10 Euro (0.11 U.S. dollars) per liter for drinks with a sweetener content higher than 25g per liter.

In addition, certain jurisdictions in which our snack products are sold, have either imposed, or are considering imposing, new or increased taxes on the manufacture, distribution or sale of certain of our snack products as a result of ingredients (such as sugar, sodium or saturated fat) contained in such products.

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our products, restrict the age of consumers to whom products are marketed or sold (including bans on advertising during children’s TV programs), limit the location in which our products may be available (including limits on the sale of our products in public schools) or discontinue the use of certain ingredients or packaging.

For example, in 2023 the U.K. restricted promotion and in-store placement of high in fat, sugar or salt products and in 2024, the state of California enacted a regulation banning artificial colors in products sold in K-12 public schools effective in 2027.

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GDPR into U.K. law), China’s Personal Information Protection Act and similar regulations implemented in other non-U.S. jurisdictions, impose significant costs and challenges that are likely to continue to increase over time, particularly as additional jurisdictions continue to adopt similar regulations and we continue to expand our direct-to-consumer operations.

In addition, our use of artificial intelligence may result in increased claims of infringement or other claims, including those based on unauthorized use of third-party technology or content.

In addition, we cannot ensure that licensees and other third parties who hold licenses to our intellectual property will not take actions that adversely affect the value of our intellectual property.

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Further, the legal and regulatory landscape for certain new technologies, such as artificial intelligence, is uncertain and evolving and our compliance obligations could increase our costs or limit how we may use these technologies in one or more of our businesses.

Responding to these matters, even those that are ultimately non-meritorious, requires us to incur

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Risks associated with the deadly conflict in Ukraine

The deadly conflict in Ukraine and related sanctions have continued to result in worldwide geopolitical and macroeconomic uncertainty.

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).

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

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

Our reputation or brand image has in the past been, and could in the future be, adversely impacted by a variety of factors, including: any failure by us, our business 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 labor, diversity, equity and inclusion, workplace conditions and employee health and safety; any failure, or

anticipate and effectively respond to consumer preferences and trends.

Any of the foregoing can adversely affect our business.

their businesses.

We continued to experience

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.

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.

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

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

example, Colombia enacted warning labeling requirements effective in 2023 to indicate whether a particular pre-packaged food product contains any amount of sweeteners or is considered to be high in added sugar, sodium, saturated fat or trans-fat.

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

protection.

| Executive Overview | | | [removed: [32](#i79c56b76e6a748ad8ca283fdc3e1f75e_82)] [added: [34](#ica1389493ca24f0887fdf9c60fcb0fc2_85)] | | |

| Our Operations | | | [removed: [33](#i79c56b76e6a748ad8ca283fdc3e1f75e_85)] [added: [35](#ica1389493ca24f0887fdf9c60fcb0fc2_88)] | | |

| Other Relationships | | | [removed: [33](#i79c56b76e6a748ad8ca283fdc3e1f75e_88)] [added: [36](#ica1389493ca24f0887fdf9c60fcb0fc2_91)] | | |

| Our Business Risks | | | [removed: [34](#i79c56b76e6a748ad8ca283fdc3e1f75e_91)] [added: [36](#ica1389493ca24f0887fdf9c60fcb0fc2_94)] | | |

| Results of Operations – Consolidated Review | | | [removed: [40](#i79c56b76e6a748ad8ca283fdc3e1f75e_94)] [added: [41](#ica1389493ca24f0887fdf9c60fcb0fc2_97)] | | |

| Results of Operations – Division Review | | | [removed: [41](#i79c56b76e6a748ad8ca283fdc3e1f75e_103)] [added: [43](#ica1389493ca24f0887fdf9c60fcb0fc2_106)] | | |

| Non-GAAP Measures | | | [removed: [46](#i79c56b76e6a748ad8ca283fdc3e1f75e_133)] [added: [47](#ica1389493ca24f0887fdf9c60fcb0fc2_136)] | | |

| [removed: Items] [added: | | | | | | | | | Items] Affecting [removed: Comparability] [added: Comparability(a)] | | | [removed: [48](#i79c56b76e6a748ad8ca283fdc3e1f75e_136)] | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| Our Liquidity and Capital Resources | | | [removed: [51](#i79c56b76e6a748ad8ca283fdc3e1f75e_178)] [added: [52](#ica1389493ca24f0887fdf9c60fcb0fc2_184)] | | |

| Changes in Line Items in Our Consolidated Financial Statements | | | [removed: [54](#i79c56b76e6a748ad8ca283fdc3e1f75e_184)] [added: [54](#ica1389493ca24f0887fdf9c60fcb0fc2_190)] | | |

| Return on Invested Capital | | | [removed: [54](#i79c56b76e6a748ad8ca283fdc3e1f75e_187)] [added: [55](#ica1389493ca24f0887fdf9c60fcb0fc2_193)] | | |

| Goodwill and Other Intangible Assets | | | [removed: [56](#i79c56b76e6a748ad8ca283fdc3e1f75e_196)] [added: [57](#ica1389493ca24f0887fdf9c60fcb0fc2_202)] | | |

| Income Tax Expense and Accruals | | | [removed: [58](#i79c56b76e6a748ad8ca283fdc3e1f75e_199)] [added: [58](#ica1389493ca24f0887fdf9c60fcb0fc2_205)] | | |

| Pension and Retiree Medical Plans | | | [removed: [58](#i79c56b76e6a748ad8ca283fdc3e1f75e_202)] [added: [59](#ica1389493ca24f0887fdf9c60fcb0fc2_208)] | | |

| CONSOLIDATED STATEMENT OF INCOME | | | [removed: [61](#i79c56b76e6a748ad8ca283fdc3e1f75e_208)] [added: [61](#ica1389493ca24f0887fdf9c60fcb0fc2_214)] | | |

| CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME | | | [removed: [62](#i79c56b76e6a748ad8ca283fdc3e1f75e_211)] [added: [62](#ica1389493ca24f0887fdf9c60fcb0fc2_217)] | | |

| CONSOLIDATED STATEMENT OF CASH FLOWS | | | [removed: [63](#i79c56b76e6a748ad8ca283fdc3e1f75e_214)] [added: [63](#ica1389493ca24f0887fdf9c60fcb0fc2_220)] | | |

| CONSOLIDATED BALANCE SHEET | | | [removed: [65](#i79c56b76e6a748ad8ca283fdc3e1f75e_217)] [added: [65](#ica1389493ca24f0887fdf9c60fcb0fc2_223)] | | |

| CONSOLIDATED STATEMENT OF EQUITY | | | [removed: [66](#i79c56b76e6a748ad8ca283fdc3e1f75e_223)] [added: [66](#ica1389493ca24f0887fdf9c60fcb0fc2_229)] | | |

| Note 1 – Basis of Presentation and Our Divisions | | | [removed: [67](#i79c56b76e6a748ad8ca283fdc3e1f75e_229)] [added: [67](#ica1389493ca24f0887fdf9c60fcb0fc2_235)] | | |

| Note 2 – Our Significant Accounting Policies | | | [removed: [74](#i79c56b76e6a748ad8ca283fdc3e1f75e_235)] [added: [74](#ica1389493ca24f0887fdf9c60fcb0fc2_241)] | | |

| Note 3 – Restructuring and Impairment Charges | | | [removed: [78](#i79c56b76e6a748ad8ca283fdc3e1f75e_241)] [added: [79](#ica1389493ca24f0887fdf9c60fcb0fc2_247)] | | |

| Note 4 – Intangible Assets | | | [removed: [80](#i79c56b76e6a748ad8ca283fdc3e1f75e_247)] [added: [81](#ica1389493ca24f0887fdf9c60fcb0fc2_253)] | | |

| Note 5 – Income Taxes | | | [removed: [84](#i79c56b76e6a748ad8ca283fdc3e1f75e_250)] [added: [84](#ica1389493ca24f0887fdf9c60fcb0fc2_256)] | | |

| Note 6 – Share-Based Compensation | | | [removed: [88](#i79c56b76e6a748ad8ca283fdc3e1f75e_253)] [added: [88](#ica1389493ca24f0887fdf9c60fcb0fc2_259)] | | |

| Note 7 – Pension, Retiree Medical and Savings Plans | | | [removed: [92](#i79c56b76e6a748ad8ca283fdc3e1f75e_256)] [added: [92](#ica1389493ca24f0887fdf9c60fcb0fc2_262)] | | |

| Note 8 – Debt Obligations | | | [removed: [98](#i79c56b76e6a748ad8ca283fdc3e1f75e_262)] [added: [98](#ica1389493ca24f0887fdf9c60fcb0fc2_268)] | | |

| Note 9 – Financial Instruments | | | [removed: [100](#i79c56b76e6a748ad8ca283fdc3e1f75e_268)] [added: [100](#ica1389493ca24f0887fdf9c60fcb0fc2_274)] | | |

| Note 10 – Net Income Attributable to PepsiCo per Common Share | | | [removed: [105](#i79c56b76e6a748ad8ca283fdc3e1f75e_274)] [added: [106](#ica1389493ca24f0887fdf9c60fcb0fc2_280)] | | |

| Note 11 – Accumulated Other Comprehensive Loss Attributable to PepsiCo | | | [removed: [106](#i79c56b76e6a748ad8ca283fdc3e1f75e_277)] [added: [107](#ica1389493ca24f0887fdf9c60fcb0fc2_283)] | | |

| Note 13 – Acquisitions and Divestitures | | | [removed: [109](#i79c56b76e6a748ad8ca283fdc3e1f75e_283)] [added: [110](#ica1389493ca24f0887fdf9c60fcb0fc2_289)] | | |

[removed: | Note 14 – Supply] [added: *•Supply] Chain Financing [removed: Arrangements | | | [110](#i79c56b76e6a748ad8ca283fdc3e1f75e_2612) | | |][added: Arrangements* – Note 14.]

| Note 15 – Supplemental Financial Information | | | [removed: [111](#i79c56b76e6a748ad8ca283fdc3e1f75e_298)] [added: [113](#ica1389493ca24f0887fdf9c60fcb0fc2_307)] | | |

| REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | | | [removed: [113](#i79c56b76e6a748ad8ca283fdc3e1f75e_301)] [added: [115](#ica1389493ca24f0887fdf9c60fcb0fc2_310)] | | |

*Discussion in this Form 10-K includes results of operations and financial condition for [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] and year-over-year comparisons between [removed: 2023] [added: 2024] and [removed: 2022.][added: 2023.]

For discussion on results of operations and financial condition pertaining to [removed: 2021] [added: 2022] and year-over-year comparisons between [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] 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: 31, 2022.*][added: 30, 2023.*]

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

Through our operations, authorized bottlers, contract manufacturers and other third parties, we make, market, distribute and sell a wide variety of beverages and convenient foods, serving customers and consumers in more than 200 countries and [removed: territories.][added: territories with our largest operations in the United States, Mexico, Russia, Canada, China, the United Kingdom, South Africa and Brazil.]

[Table [removed: of](#i79c56b76e6a748ad8ca283fdc3e1f75e_7) [Contents](#i79c56b76e6a748ad8ca283fdc3e1f75e_7)][added: of](#ica1389493ca24f0887fdf9c60fcb0fc2_7) [Contents](#ica1389493ca24f0887fdf9c60fcb0fc2_7)]

[added: Our] transactions with these vendors and customers are in the normal course of business and are consistent with terms negotiated with other vendors and customers.

| FLNA | | | [45](#ica1389493ca24f0887fdf9c60fcb0fc2_115) | | |

| QFNA | | | [45](#ica1389493ca24f0887fdf9c60fcb0fc2_118) | | |

| PBNA | | | [45](#ica1389493ca24f0887fdf9c60fcb0fc2_121) | | |

| LatAm | | | [46](#ica1389493ca24f0887fdf9c60fcb0fc2_124) | | |

| Europe | | | [46](#ica1389493ca24f0887fdf9c60fcb0fc2_127) | | |

| AMESA | | | [46](#ica1389493ca24f0887fdf9c60fcb0fc2_130) | | |

| APAC | | | [47](#ica1389493ca24f0887fdf9c60fcb0fc2_133) | | |

| Revenue Recognition | | | [56](#ica1389493ca24f0887fdf9c60fcb0fc2_199) | | |

| Note 12 – Leases | | | [108](#ica1389493ca24f0887fdf9c60fcb0fc2_286) | | |

| Note 14 – Supply Chain Financing Arrangements | | | [112](#ica1389493ca24f0887fdf9c60fcb0fc2_304) | | |

| Note 16 – Legal Contingencies | | | [114](#ica1389493ca24f0887fdf9c60fcb0fc2_2709) | | |

| GLOSSARY | | | [118](#ica1389493ca24f0887fdf9c60fcb0fc2_313) | | |

We operate through various channels, including authorized bottlers, contract manufacturers, and other third parties, to produce, market, distribute, and sell a wide array of beverages and convenient foods.

Our reach extends to customers and consumers in more than 200 countries and territories around the world.

As a global company with strong local connections, we faced many of the same challenges in 2024 as our consumers, customers, and competitors worldwide.

These included ongoing supply chain disruptions, persistent inflationary pressures, evolving consumer preferences and behaviors, an intensely competitive business environment, the continued expansion of e-commerce in a rapidly changing retail landscape, ongoing macroeconomic and political volatility, and an increasingly complex regulatory environment.

In response to these challenges, we have continued to adapt and innovate, reinforcing our resilience and continued focus on growth.

We are focused on improving our productivity, optimizing our operations and harnessing our scale and capabilities across our markets, and further elevating the needs, occasions, and channels of consumers in our strategies to lead and shape the future of our categories.

This is underpinned by our pep+ (PepsiCo Positive) transformation, now in its fourth year.

A Strategy for the Future: pep+ is our strategy to transform our company to create sustainable growth and value – today, tomorrow, and many years into the future.

It is the way we are transforming our supply chain, evolving our portfolio, and making sure we have the right capabilities to support our people and our business throughout the world.

As a food and agricultural leader, we are working to help farmers adapt to climate change through investments in regenerative agriculture, training programs, and innovative technologies.

We are operating net-zero water and energy facilities across many markets, electrifying our transport fleets, and accelerating the use of recycled plastics, so we can try to build a more sustainable business while reducing operational costs.

Our leadership in regenerative agriculture not only supports farmers and the planet, but also strengthens our supply chain, helping us become more resilient while positioning us to deliver long-term value for shareholders.

And thanks to the diversification across our portfolio, our categories, and the geographies in which we operate, we are better equipped to capitalize on opportunities across a wide range of consumer needs.

Our pep+ initiatives and ambitions are geared toward driving growth across every aspect of our operations, so that we can strengthen our business and deliver more value for our stakeholders.

Transforming Our Portfolio: Our consumer-centric portfolio transformation revolves around three key elements: our work to evolve our recipes to reduce sodium, saturated fat, and added sugar, while

incorporating more diverse ingredients; our efforts to find innovative ways to deliver new occasions and engagements for consumers across our existing portfolio; and the strategic acquisition of brands that help us incorporate new and complementary foods and beverages into our portfolio.

Bringing Our Business Closer to the Consumer: We are continuously making investments that aim to help us provide consumers with more value, more personalization, and more choices.

We will continue to innovate to create foods, beverages, and experiences that meet consumer needs without compromising the taste or quality they expect.

We are making changes to our organization to help us further increase productivity, sharpen our focus on growth and value, and create opportunities to better harness the expertise and scale of our food and beverage operations across markets.

In the United States, we are reorganizing our U.S. Foods and Beverages businesses into one unified North America Region to harness scale, unlock synergies, and accelerate growth through category-leading brands and innovative products.

Internationally, we are realigning our international beverages and foods businesses to ensure each category is distinctly managed and has the right resources and capabilities to meet the unique needs of consumers in every market.

North America Business: As part of the changes to our organizational structure, we’re working to enhance our connection with North American consumers, bringing sales and consumer insights closer together, so we can identify and act efficiently on shifts in demand.

Combining supply chain operations allows us to harness scale, reduce duplication, and create a more cohesive system for managing inventory and logistics, thereby optimizing our go-to-market strategy and helping drive consistent best practices across the business.

At the same time, the company is focused on expanding our better-for-you offerings and product innovations in both foods and drinks to meet evolving consumer preferences.

Through advanced technologies like artificial intelligence, we are optimizing our supply chain, reducing waste, and improving speed to market.

These steps ensure the company operates with more precision while protecting margins in an inflationary environment.

The immediate focus is on meeting consumer needs, operational excellence, competing for market share, and maintaining agility and resilience.

These efforts are foundational to the North America business and driving near-term growth, while setting the stage for long-term success.

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

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

As a global company with deep local ties, we faced many of the same challenges in 2023 as our consumers, customers, and competitors across the world, including supply chain disruptions; inflationary pressures; shifting consumer preferences and behaviors; ongoing climate issues; a highly competitive operating environment; a rapidly changing retail landscape, including growth in e-commerce; continued macroeconomic and political volatility, including the deadly conflicts in Ukraine and the Middle East; and an evolving regulatory landscape.

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

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

pep+ guides how we are working to transform our business operations, 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 day, to driving positive change across our value chain and inspiring people to make choices that are better for themselves and the planet.

pep+ drives action and progress across three key pillars:

Positive Agriculture: We are working to expand and share regenerative practices across seven million acres (approximately equal to the company’s agricultural footprint, sustainably source key crops and ingredients, and improve the livelihoods of more people in our agricultural supply chain.

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.

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.

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

Our packaging goals include cutting virgin plastic per serving, using more recycled content in our plastic packaging, and scaling our reusable packaging offerings by 2030.

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.

Through 2023, we continued to scale new business models that require little or no single-use packaging, including the iconic SodaStream, already sold in more than 40 countries.

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

We are also making progress on our diversity, equity and inclusion journey around the world.

And we continue to empower each of our approximately 318,000 employees to make a positive impact in their communities through our global workforce volunteering program, One Smile at a Time.

Positive Choices: We continue working to evolve our portfolio of convenient food and beverage products so they continue to be positive for the planet and people, including by incorporating more diverse ingredients in both new and existing products, prioritizing legumes, plant-based proteins, whole grains and fruits and vegetables; expanding our position in the nuts and seeds category; accelerating our reduction of added sugars and sodium through the use of science-based targets across our portfolio; and cooking our food offerings with healthier oils.

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.

We believe these priorities will position our Company for long-term sustainable growth.

See also “Item 1A.

Risk Factors” for further information about risks and uncertainties that the Company faces.

Our

Risks Associated with the Deadly Conflict in Ukraine

[Table [removed: of](#i79c56b76e6a748ad8ca283fdc3e1f75e_7) [Contents](#i79c56b76e6a748ad8ca283fdc3e1f75e_7)][added: of](#ica1389493ca24f0887fdf9c60fcb0fc2_7) [Contents](#ica1389493ca24f0887fdf9c60fcb0fc2_7)]

[removed: In addition, FLNA’s joint venture with Strauss Group] [added: Sabra] makes, markets, distributes and sells Sabra refrigerated dips and spreads.

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, Bubly, Diet Mountain Dew, Diet Pepsi, Gatorade, Gatorade Zero, Mountain Dew, [added: Pepsi,] Pepsi [added: Zero Sugar] and Propel.

[added: Further, PBNA manufactures and distributes certain brands licensed from Keurig Dr Pepper Inc., including Crush, Dr Pepper and Schweppes, and certain juice brands licensed from Dole Food Company, Inc. and Ocean Spray Cranberries, Inc.] In the first quarter of 2022, we sold our Tropicana, Naked and other select juice brands to PAI Partners, while retaining a 39% noncontrolling interest in a newly formed joint venture, Tropicana Brands Group (TBG), operating across North America and Europe (Juice Transaction).

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

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

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, [removed: Diet Pepsi, Lubimyj Sad,] [added: Adrenaline Rush, Aqua Minerale, Lubimy,] Mirinda, Pepsi and Pepsi [removed: Max.][added: Zero Sugar.]

Europe also, either independently or in conjunction with third parties, makes, markets, distributes and sells ready-to-drink tea products through an international joint venture with Unilever (under the Lipton brand [removed: name).][added: name).In the first quarter of 2022, we sold our Tropicana, Naked and other select juice brands to PAI Partners, while retaining a 39% noncontrolling interest in TBG, operating across North America and Europe.]

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

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

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

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

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

We own numerous valuable trademarks which are essential to our worldwide businesses, including [added: Adrenaline Rush,] Agusha, Amp Energy, Aquafina, Aquafina Flavorsplash, [added: Aqua Minerale,] Arto Lifewtr, Baja Blast, BaiCaoWei, Bare, Bokomo, 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, [removed: Driftwell,] Duyvis, Elma Chips, Emperador, Evolve, Fast Twitch, Frito-Lay, Fritos, Fruktovy Sad, [added: Futurelife,] 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: Lubimyj Sad,] [added: Lubimy,] 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, [removed: MTN Dew Energy,] Mug, Munchies, Muscle Milk, Near East, [added: Obela,] 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, [removed: Rockstar Energy,] [added: Rockstar,] Rold Gold, Ruffles, [added: Sabra,] Sabritas, Safari, Sakata, Saladitas Gamesa, San Carlos, Sandora, Santitas, Sasko, 7UP (outside the United States), 7UP Free (outside the United States), [added: Siete,] Simba, Smartfood, Smith’s, Snack a Jacks, SoBe, SodaStream, Sonric’s, Spekko, Stacy’s, Starry, Starry Zero Sugar, [removed: Sting,] [added: Sting Energy,] Stubborn Soda, SunChips, Toddy, Toddynho, Tostitos, [removed: V Water,] Vesely Molochnik, Walkers, Weetbix, [added: Wheaten,] White Star, Ya and Yachak.

Joint ventures in which we have an ownership interest either own or have the right to use certain trademarks, such as [removed: Lipton, Sabra] [added: Lipton] and Starbucks.

In [removed: 2023,] [added: 2024,] 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, [removed: Campbell Soup] [added: The Campbell’s] Company, Conagra Brands, Inc., Hormel Foods Corporation, Kellanova, Keurig Dr Pepper Inc., The Kraft Heinz Company, Link Snacks, Inc., Mondelēz International, Inc., Monster Beverage Corporation, Nestlé S.A., [added: Primo Brands Corporation,] Red Bull GmbH and Utz Brands, Inc.

In [removed: 2023,] [added: 2024,] we and The Coca-Cola Company represented approximately [removed: 19%] [added: 18%] and [removed: 20%,] [added: 21%,] respectively, of the U.S. liquid refreshment beverage category by estimated retail sales in measured channels, according to Information Resources, Inc. However, The Coca-Cola Company has significant carbonated soft drink (CSD) share advantage in many markets outside the United States.

These activities principally involve: innovations focused on creating consumer preferred products to grow and transform our portfolio through development of new technologies, ingredients, flavors and substrates; development and improvement of our manufacturing 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 legumes, whole grains, fruits and vegetables, nuts and seeds, dairy, 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, 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 [removed: reducing water use in our operations and our agricultural practices and reducing our environmental impact in our operations throughout our value chain.]

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

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

We are subject to numerous similar and other laws and regulations outside the United States, including but not limited to laws and regulations governing food [removed: safety,] [added: safety; the ingredients or substances contained in, or attributes of, our products, including the Food (Promotion and Placement)(England) Regulations;] international [removed: trade] [added: trade, import/export restrictions] and [removed: tariffs,] [added: tariffs;] supply chains, including the U.K. Modern Slavery [removed: Act,] [added: Act;] occupational health and [removed: safety, competition,] [added: safety; competition; and] anti-corruption and data privacy, including the European Union General Data Protection Regulation.

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 [added: packaging materials,] the audience to whom products are [removed: marketed.][added: marketed or the location in which the products are sold.]

[removed: It] [added: We expect continued scrutiny of certain ingredients or substances present in certain of our products and/or their packaging and it] is possible that similar or more restrictive requirements may be proposed or enacted in the future.

We have made, and plan to continue making, necessary expenditures for compliance with applicable environmental laws and regulations and [added: that aim] to [removed: achieve] [added: make progress toward achieving] our sustainability goals.

While these expenditures have not had a material impact on our business, financial condition or results of operations to date, changes in environmental compliance requirements, and expenditures necessary to comply with such requirements or [added: that aim] to [removed: achieve] [added: make progress toward achieving] our sustainability goals, could adversely affect our financial performance.

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

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

We employed approximately [removed: 318,000] [added: 319,000] people worldwide as of December [removed: 30, 2023,] [added: 28, 2024,] including approximately 134,000 people within the United States.

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

We continually strive to improve the attraction, retention, and advancement of [removed: diverse] associates to ensure we sustain a high-caliber pipeline of talent that also represents the communities we serve.

In [removed: 2023,] [added: 2024,] PepsiCo employees completed over [removed: 1.5] [added: 1.8] million hours of training.

[removed: We encourage investors, the media, our customers, consumers, business] partners and others interested in us to review the information we post on these channels.

In December 2024, we acquired the Strauss Group’s 50% ownership in Sabra Dipping Company, LLC (Sabra) and Sabra became a wholly-owned subsidiary.

[Table of](#ica1389493ca24f0887fdf9c60fcb0fc2_7) [Contents](#ica1389493ca24f0887fdf9c60fcb0fc2_7)

Changes to Organizational Structure

The division amounts and discussions included in this Form 10-K reflect the reportable segments that existed through the end of 2024.

Effective beginning with our first quarter of 2025, we realigned certain of

[Table of](#ica1389493ca24f0887fdf9c60fcb0fc2_7) [Contents](#ica1389493ca24f0887fdf9c60fcb0fc2_7)

our reportable segments to be consistent with certain changes to our organizational structure and how the Chief Executive Officer will monitor the performance of these segments.

In North America, the food businesses, FLNA and QFNA, will be reported together as PepsiCo Foods North America.

These changes do not impact our PBNA segment.

Internationally, the foods businesses in LatAm, Europe, AMESA and APAC will be reorganized into three reportable segments: Latin America Foods, Europe, Middle East and Africa (EMEA), and Other International Foods.

Other International Foods will include the foods businesses in APAC and India, currently part of AMESA.

Our international franchise beverage businesses that were part of our LatAm, Europe, AMESA and APAC segments will be reported as International Beverages Franchise.

The company-owned bottling businesses operating internationally are all located within EMEA and will be reported in the newly created EMEA segment.

Our historical segment reporting will be recast beginning first quarter 2025 to reflect the new organizational structure.

Our key packaging materials include plastic resins, including polyethylene

[Table of](#ica1389493ca24f0887fdf9c60fcb0fc2_7) [Contents](#ica1389493ca24f0887fdf9c60fcb0fc2_7)

During 2024, we continued to experience volatility in our commodity, packaging and other input costs, that may continue into fiscal 2025.

In 2024, we shifted our

[Table of](#ica1389493ca24f0887fdf9c60fcb0fc2_7) [Contents](#ica1389493ca24f0887fdf9c60fcb0fc2_7)

alcoholic beverage business away from distribution to a trademark licensing model and flavor sales model and have licensed certain brands in certain markets in the United States and internationally.

[Table of](#ica1389493ca24f0887fdf9c60fcb0fc2_7) [Contents](#ica1389493ca24f0887fdf9c60fcb0fc2_7)

[Table of](#ica1389493ca24f0887fdf9c60fcb0fc2_7) [Contents](#ica1389493ca24f0887fdf9c60fcb0fc2_7)

reducing water use in our operations and our agricultural practices and reducing our environmental impact in our operations throughout our value chain.

[Table of](#ica1389493ca24f0887fdf9c60fcb0fc2_7) [Contents](#ica1389493ca24f0887fdf9c60fcb0fc2_7)

In addition, certain jurisdictions in which our snack products are sold have either imposed or are considering imposing, new or increased taxes on the manufacture, distribution or sale of certain of our snack products as a result of ingredients (such as sugar, sodium or saturated fat) contained in our products.

In addition,

[Table of](#ica1389493ca24f0887fdf9c60fcb0fc2_7) [Contents](#ica1389493ca24f0887fdf9c60fcb0fc2_7)

We encourage investors, the media, our customers, consumers, business

[Table of](#ica1389493ca24f0887fdf9c60fcb0fc2_7) [Contents](#ica1389493ca24f0887fdf9c60fcb0fc2_7)

Further, PBNA manufactures and distributes certain brands licensed from Keurig Dr Pepper Inc., including Crush, Dr Pepper and Schweppes, and certain juice brands licensed from Dole Food Company, Inc. and Ocean Spray Cranberries, Inc. In 2022, PBNA began to distribute Hard MTN Dew, an alcoholic beverage manufactured and owned by the Boston Beer Company.

LatAm

In the first quarter of 2022, we sold our Tropicana, Naked and other select juice brands to PAI Partners, while retaining a 39% noncontrolling interest in TBG, operating across North America and Europe.

During 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 inflationary cost environment, adverse weather conditions, supply chain disruptions and labor shortages, which may continue into fiscal 2024.

In addition, in the first quarter of 2022, we sold our Tropicana, Naked and other select juice brands to PAI Partners, while retaining a 39% noncontrolling interest in TBG, operating across North America and Europe.

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

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

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

As of December 30, 2023, our global workforce was approximately 27% female, while management roles were approximately 45% female.

As of December 30, 2023, approximately 49% of our U.S. workforce was comprised of racially/ethnically diverse individuals, of which approximately 34% of our U.S. associates in managerial roles were racially/ethnically diverse individuals.

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

[added: -] On November 15, 2023, the [removed: People] [added: Attorney General] of [added: New York, on behalf of] the [added: people of the] State of New [removed: York] [added: York,] filed a lawsuit against PepsiCo, Inc., Frito-Lay, Inc. and Frito-Lay North America, Inc. (the NYS [removed: 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.][added: Matter).]

This matter [removed: is pending in] [added: was assigned to] the Commercial Division of the New York State Supreme Court – Erie County.

The [removed: lawsuit does] [added: lawsuits mentioned above do] not specify the amount of damages sought and we believe we have strong defenses to each of [removed: these] [added: the respective] claims.

While the results of the NYS [added: Matter, Baltimore Matter, Los Angeles] Matter and each such other litigation, claim, legal or regulatory proceeding, inquiry and 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.

We are party to the following litigation asserting claims for public nuisance, deceptive acts or practices in the conduct of business among other related claims allegedly resulting in plastic pollution in certain areas.

On November 8, 2024, the court granted our motion to dismiss the complaint in its entirety.

On December 9, 2024, the plaintiff filed an appeal to the New York State Supreme Court Appellate Division – Fourth Department.

[Table of](#ica1389493ca24f0887fdf9c60fcb0fc2_7) [Contents](#ica1389493ca24f0887fdf9c60fcb0fc2_7)

- On June 20, 2024, the Mayor and City Council of Baltimore, Maryland filed a lawsuit against PepsiCo, Inc., Frito-Lay, Inc., Frito-Lay North America, Inc., and several other unrelated parties (the Baltimore Matter).

This matter is pending in the Circuit Court for Baltimore City, Maryland.

- On October 29, 2024, County Counsel for the County of Los Angeles, on behalf of the people of the State of California, filed a lawsuit against PepsiCo, Inc., Pepsi Bottling Ventures LLC, and two other unrelated parties (the Los Angeles Matter).

This lawsuit was filed in the Superior Court of the State of California for Los Angeles County.

On December 2, 2024, the defendants removed the case to the United States District Court for the Central District of California, where the matter is currently pending.

[Table [removed: of](#i79c56b76e6a748ad8ca283fdc3e1f75e_7) [Contents](#i79c56b76e6a748ad8ca283fdc3e1f75e_7)][added: of](#ica1389493ca24f0887fdf9c60fcb0fc2_7) [Contents](#ica1389493ca24f0887fdf9c60fcb0fc2_7)]

For the fiscal year ended December [removed: 30, 2023][added: 28, 2024]

][added: (002).jpg](https://www.sec.gov/Archives/edgar/data/77476/000007747625000007/pep-20241228_g1.jpg)]

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: 16, 2023,] [added: 14, 2024,] the last day of business of our most recently completed second fiscal quarter, was [removed: $255.9] [added: $224.8] 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 [removed: February 2, 2024] [added: January 28, 2025] was [removed: 1,374,429,271.][added: 1,371,499,838.]

Portions of the Proxy Statement relating to PepsiCo, Inc.’s [removed: 2024] [added: 2025] Annual Meeting of Shareholders are incorporated by reference into Part III of this Form 10-K.

For the Fiscal Year Ended December [removed: 30, 2023][added: 28, 2024]

| Item 1. | | | [removed: [Business](#i79c56b76e6a748ad8ca283fdc3e1f75e_16)] [added: [Business](#ica1389493ca24f0887fdf9c60fcb0fc2_16)] | | | [removed: [2](#i79c56b76e6a748ad8ca283fdc3e1f75e_16)] [added: [2](#ica1389493ca24f0887fdf9c60fcb0fc2_16)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i79c56b76e6a748ad8ca283fdc3e1f75e_52)] [added: Factors](#ica1389493ca24f0887fdf9c60fcb0fc2_52)] | | | [removed: [11](#i79c56b76e6a748ad8ca283fdc3e1f75e_52)] [added: [12](#ica1389493ca24f0887fdf9c60fcb0fc2_52)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i79c56b76e6a748ad8ca283fdc3e1f75e_55)] [added: Comments](#ica1389493ca24f0887fdf9c60fcb0fc2_55)] | | | [removed: [24](#i79c56b76e6a748ad8ca283fdc3e1f75e_55)] [added: [26](#ica1389493ca24f0887fdf9c60fcb0fc2_55)] | | |

| Item 1C. | | | [removed: [Cybersecurity](#i79c56b76e6a748ad8ca283fdc3e1f75e_2635)] [added: [Cybersecurity](#ica1389493ca24f0887fdf9c60fcb0fc2_58)] | | | [removed: [24](#i79c56b76e6a748ad8ca283fdc3e1f75e_2635)] [added: [26](#ica1389493ca24f0887fdf9c60fcb0fc2_58)] | | |

| Item 2. | | | [removed: [Properties](#i79c56b76e6a748ad8ca283fdc3e1f75e_58)] [added: [Properties](#ica1389493ca24f0887fdf9c60fcb0fc2_61)] | | | [removed: [26](#i79c56b76e6a748ad8ca283fdc3e1f75e_58)] [added: [28](#ica1389493ca24f0887fdf9c60fcb0fc2_61)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i79c56b76e6a748ad8ca283fdc3e1f75e_61)] [added: Proceedings](#ica1389493ca24f0887fdf9c60fcb0fc2_64)] | | | [removed: [27](#i79c56b76e6a748ad8ca283fdc3e1f75e_61)] [added: [28](#ica1389493ca24f0887fdf9c60fcb0fc2_64)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i79c56b76e6a748ad8ca283fdc3e1f75e_64)] [added: Disclosures](#ica1389493ca24f0887fdf9c60fcb0fc2_67)] | | | [removed: [27](#i79c56b76e6a748ad8ca283fdc3e1f75e_64)] [added: [29](#ica1389493ca24f0887fdf9c60fcb0fc2_67)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i79c56b76e6a748ad8ca283fdc3e1f75e_73)] [added: Securities](#ica1389493ca24f0887fdf9c60fcb0fc2_76)] | | | [removed: [30](#i79c56b76e6a748ad8ca283fdc3e1f75e_73)] [added: [32](#ica1389493ca24f0887fdf9c60fcb0fc2_76)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i79c56b76e6a748ad8ca283fdc3e1f75e_79)] [added: Operations](#ica1389493ca24f0887fdf9c60fcb0fc2_82)] | | | [removed: [31](#i79c56b76e6a748ad8ca283fdc3e1f75e_79)] [added: [33](#ica1389493ca24f0887fdf9c60fcb0fc2_82)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i79c56b76e6a748ad8ca283fdc3e1f75e_307)] [added: Risk](#ica1389493ca24f0887fdf9c60fcb0fc2_316)] | | | [removed: [119](#i79c56b76e6a748ad8ca283fdc3e1f75e_307)] [added: [120](#ica1389493ca24f0887fdf9c60fcb0fc2_316)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i79c56b76e6a748ad8ca283fdc3e1f75e_310)] [added: Data](#ica1389493ca24f0887fdf9c60fcb0fc2_319)] | | | [removed: [119](#i79c56b76e6a748ad8ca283fdc3e1f75e_310)] [added: [120](#ica1389493ca24f0887fdf9c60fcb0fc2_319)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i79c56b76e6a748ad8ca283fdc3e1f75e_313)] [added: Disclosure](#ica1389493ca24f0887fdf9c60fcb0fc2_322)] | | | [removed: [119](#i79c56b76e6a748ad8ca283fdc3e1f75e_313)] [added: [120](#ica1389493ca24f0887fdf9c60fcb0fc2_322)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i79c56b76e6a748ad8ca283fdc3e1f75e_316)] [added: Procedures](#ica1389493ca24f0887fdf9c60fcb0fc2_325)] | | | [removed: [119](#i79c56b76e6a748ad8ca283fdc3e1f75e_316)] [added: [120](#ica1389493ca24f0887fdf9c60fcb0fc2_325)] | | |

| Item 9B. | | | [Other [removed: Information](#i79c56b76e6a748ad8ca283fdc3e1f75e_319)] [added: Information](#ica1389493ca24f0887fdf9c60fcb0fc2_328)] | | | [removed: [120](#i79c56b76e6a748ad8ca283fdc3e1f75e_319)] [added: [121](#ica1389493ca24f0887fdf9c60fcb0fc2_328)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i79c56b76e6a748ad8ca283fdc3e1f75e_322)] [added: Inspections](#ica1389493ca24f0887fdf9c60fcb0fc2_331)] | | | [removed: [120](#i79c56b76e6a748ad8ca283fdc3e1f75e_322)] [added: [121](#ica1389493ca24f0887fdf9c60fcb0fc2_331)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i79c56b76e6a748ad8ca283fdc3e1f75e_328)] [added: Governance](#ica1389493ca24f0887fdf9c60fcb0fc2_337)] | | | [removed: [120](#i79c56b76e6a748ad8ca283fdc3e1f75e_328)] [added: [121](#ica1389493ca24f0887fdf9c60fcb0fc2_337)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i79c56b76e6a748ad8ca283fdc3e1f75e_331)] [added: Compensation](#ica1389493ca24f0887fdf9c60fcb0fc2_340)] | | | [removed: [121](#i79c56b76e6a748ad8ca283fdc3e1f75e_331)] [added: [122](#ica1389493ca24f0887fdf9c60fcb0fc2_340)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i79c56b76e6a748ad8ca283fdc3e1f75e_334)] [added: Matters](#ica1389493ca24f0887fdf9c60fcb0fc2_343)] | | | [removed: [121](#i79c56b76e6a748ad8ca283fdc3e1f75e_334)] [added: [122](#ica1389493ca24f0887fdf9c60fcb0fc2_343)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i79c56b76e6a748ad8ca283fdc3e1f75e_337)] [added: Independence](#ica1389493ca24f0887fdf9c60fcb0fc2_346)] | | | [removed: [121](#i79c56b76e6a748ad8ca283fdc3e1f75e_337)] [added: [122](#ica1389493ca24f0887fdf9c60fcb0fc2_346)] | | |

| Item 14. | | | [Principal Accounting Fees and [removed: Services](#i79c56b76e6a748ad8ca283fdc3e1f75e_340)] [added: Services](#ica1389493ca24f0887fdf9c60fcb0fc2_349)] | | | [removed: [121](#i79c56b76e6a748ad8ca283fdc3e1f75e_340)] [added: [122](#ica1389493ca24f0887fdf9c60fcb0fc2_349)] | | |

| Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#i79c56b76e6a748ad8ca283fdc3e1f75e_346)] [added: Schedules](#ica1389493ca24f0887fdf9c60fcb0fc2_355)] | | | [removed: [122](#i79c56b76e6a748ad8ca283fdc3e1f75e_346)] [added: [123](#ica1389493ca24f0887fdf9c60fcb0fc2_355)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#i79c56b76e6a748ad8ca283fdc3e1f75e_349)] [added: Summary](#ica1389493ca24f0887fdf9c60fcb0fc2_358)] | | | [removed: [122](#i79c56b76e6a748ad8ca283fdc3e1f75e_349)] [added: [123](#ica1389493ca24f0887fdf9c60fcb0fc2_358)] | | |

[Table of](#ica1389493ca24f0887fdf9c60fcb0fc2_7) [Contents](#ica1389493ca24f0887fdf9c60fcb0fc2_7)

[Table of](#ica1389493ca24f0887fdf9c60fcb0fc2_7) [Contents](#ica1389493ca24f0887fdf9c60fcb0fc2_7)

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

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: 2023] [added: 2024] fiscal year and that remain unresolved.

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

[Table [removed: of](#i79c56b76e6a748ad8ca283fdc3e1f75e_7) [Contents](#i79c56b76e6a748ad8ca283fdc3e1f75e_7)][added: of](#ica1389493ca24f0887fdf9c60fcb0fc2_7) [Contents](#ica1389493ca24f0887fdf9c60fcb0fc2_7)]

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

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 [removed: affected or are reasonably likely to materially affect us, including our business strategy, results of operations or financial condition.]

affected or are reasonably likely to materially affect us, including our business strategy, results of operations or financial condition.

[Table of](#ica1389493ca24f0887fdf9c60fcb0fc2_7) [Contents](#ica1389493ca24f0887fdf9c60fcb0fc2_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.

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

| James T. Caulfield | | | | | | [removed: 64] [added: 65] | | | | | | Executive Vice President and Chief Financial Officer, PepsiCo | | |

| David J. Flavell | | | | | | [removed: 52] [added: 53] | | | | | | Executive Vice President, General Counsel and Corporate Secretary, PepsiCo | | |

| Marie T. Gallagher | | | | | | [removed: 64] [added: 65] | | | | | | Senior Vice President and Controller, PepsiCo | | |

| Ram Krishnan | | | | | | [removed: 53] [added: 54] | | | | | | Chief Executive Officer, [removed: PepsiCo] [added: U.S.] Beverages [removed: North America] | | |

| Ramon L. Laguarta | | | | | | [removed: 60] [added: 61] | | | | | | Chairman of the Board of Directors and Chief Executive Officer, PepsiCo | | |

| Silviu Popovici | | | | | | [removed: 56] [added: 57] | | | | | | Chief Executive Officer, [removed: Europe] [added: Europe, Middle East and Africa] | | |

| Paula Santilli | | | | | | [removed: 59] [added: 60] | | | | | | Chief Executive Officer, Latin America [added: Foods] | | |

| Becky Schmitt | | | | | | [removed: 50] [added: 51] | | | | | | Executive Vice President and Chief [removed: Human Resources] [added: People] Officer, PepsiCo | | |

| Eugene Willemsen | | | | | | [removed: 56] [added: 57] | | | | | | Chief Executive Officer, [removed: Africa, Middle East, South Asia and] International [added: Franchise] Beverages | | |

| Steven Williams | | | | | | [removed: 58] [added: 59] | | | | | | Chief Executive Officer, [removed: PepsiCo Foods] North America | | |

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 [added: 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 [removed: of](#i79c56b76e6a748ad8ca283fdc3e1f75e_7) [Contents](#i79c56b76e6a748ad8ca283fdc3e1f75e_7)][added: of](#ica1389493ca24f0887fdf9c60fcb0fc2_7) [Contents](#ica1389493ca24f0887fdf9c60fcb0fc2_7)]

Ram Krishnan was appointed Chief Executive Officer, [removed: PepsiCo Beverages North America,] [added: U.S. Beverages,] effective [removed: February 2024.][added: January 2025.]

Prior to that, Mr. Krishnan served as Chief Executive Officer, [added: PepsiCo Beverages North America from February 2024 to January 2025, as Chief Executive 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.

Silviu Popovici was appointed Chief Executive Officer, Europe, [added: Middle East and Africa,] effective [removed: 2019.][added: January 2025.]

Prior to this role, he served as Chief Executive Officer, Europe [added: from 2019 to 2024 and as Chief Executive Officer, Europe] Sub-Saharan Africa in 2019 and as President, Europe Sub-Saharan Africa from 2017 to early 2019.

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

Paula Santilli was appointed Chief Executive Officer, Latin [removed: America,] [added: America Foods,] effective [removed: 2019.][added: January 2025.]

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 [added: comprising Argentina, Uruguay and Paraguay.]

Becky Schmitt was appointed Executive Vice President and Chief [removed: Human Resources] [added: People] Officer, PepsiCo, in June 2023.

Eugene Willemsen was appointed Chief Executive Officer, [removed: Africa, Middle East, South Asia and] International [added: Franchise] Beverages, effective [removed: February 2024.][added: January 2025.]

[removed: Previously] [added: Previously,] he served as Chief Executive Officer, Africa, Middle East, South Asia [added: and International Beverages in 2024, as Chief Executive Officer, 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.

Steven Williams was appointed Chief Executive Officer, [removed: PepsiCo Foods] North America, effective [removed: 2019.][added: January 2025.]

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

As previously announced, Ms. Gallagher will retire from PepsiCo, effective May 3, 2025.

Prior to the

[Table of](#ica1389493ca24f0887fdf9c60fcb0fc2_7) [Contents](#ica1389493ca24f0887fdf9c60fcb0fc2_7)

Prior to this role, Ms. Santilli served as Chief Executive Officer, Latin America from 2019 to 2024.

Prior to this role, Mr. Williams served as Chief Executive Officer, PepsiCo Foods North America from 2019 to 2024.

[Table of](#ica1389493ca24f0887fdf9c60fcb0fc2_7) [Contents](#ica1389493ca24f0887fdf9c60fcb0fc2_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.

comprising Argentina, Uruguay and Paraguay.

Shareholders – As of [removed: February 2, 2024,] [added: January 28, 2025,] there were approximately [removed: 94,999] [added: 91,097] shareholders of record of our common stock.

For [removed: the remainder of 2024,] [added: 2025,] the record dates for these dividend payments are expected to be [removed: June] [added: March] 7, [added: June 6,] September [removed: 6] [added: 5] and December [removed: 6, 2024,] [added: 5, 2025,] subject to the approval of the Board.

On February [removed: 9, 2024,] [added: 4, 2025,] we announced a [removed: 7%] [added: 5%] increase in our annualized dividend to [removed: $5.42] [added: $5.69] per share from [removed: $5.06] [added: $5.42] per share, effective with the dividend expected to be paid in June [removed: 2024.][added: 2025.]

We expect to return a total of approximately [removed: $8.2] [added: $8.6] billion to shareholders in [removed: 2024,] [added: 2025,] comprising dividends of approximately [removed: $7.2] [added: $7.6] 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: 2023] [added: 2024] is set forth in the table below.

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

| Total | | | 1.4 | | | | | | $ | [removed: 169.31] [added: 168.51] | | | | | 1.4 | | | | | | $ | [removed: 7,500] [added: 6,500] | |

[Table [removed: of](#i79c56b76e6a748ad8ca283fdc3e1f75e_7) [Contents](#i79c56b76e6a748ad8ca283fdc3e1f75e_7)][added: of](#ica1389493ca24f0887fdf9c60fcb0fc2_7) [Contents](#ica1389493ca24f0887fdf9c60fcb0fc2_7)]

| 9/7/2024 | | | | | | | | | | | | | | | | | | | | | $ | 6,738 | |

| 9/8/2024-10/5/2024 | | | 0.7 | | | | | | $ | 172.85 | | | | | 0.7 | | | | | | (121) | | |

| | | | | | | | | | | | | | | | | | | | | | 6,617 | | |

| 10/6/2024-11/2/2024 | | | 0.2 | | | | | | $ | 171.08 | | | | | 0.2 | | | | | | (36) | | |

| | | | | | | | | | | | | | | | | | | | | | 6,581 | | |

| 11/3/2024-11/30/2024 | | | 0.3 | | | | | | $ | 162.42 | | | | | 0.3 | | | | | | (51) | | |

| | | | | | | | | | | | | | | | | | | | | | 6,530 | | |

| 12/1/2024-12/28/2024 | | | 0.2 | | | | | | $ | 159.84 | | | | | 0.2 | | | | | | (30) | | |

On February 7, 2024, the Board declared a quarterly dividend of $1.265 per share payable April 1, 2024, to shareholders of record on March 1, 2024.

| 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) | | |

Based on that evaluation, our management concluded that our internal control over financial reporting was effective as of December [removed: 30, 2023.][added: 28, 2024.]

(c) Changes in Internal Control over Financial Reporting. During our fourth quarter of [removed: 2023,] [added: 2024,] we continued migrating certain of our financial processing systems to an Enterprise Resource Planning (ERP) solution.

During [removed: 2023,] [added: 2024,] we continued implementing these systems, resulting in changes that materially affected our internal control over financial reporting.

[Table [removed: of](#i79c56b76e6a748ad8ca283fdc3e1f75e_7) [Contents](#i79c56b76e6a748ad8ca283fdc3e1f75e_7)][added: of](#ica1389493ca24f0887fdf9c60fcb0fc2_7) [Contents](#ica1389493ca24f0887fdf9c60fcb0fc2_7)]

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

These [removed: business process] changes have not materially affected, and we do not expect them to materially affect, 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: 2023] [added: 2024] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

During the 16 weeks ended December [removed: 30, 2023,] [added: 28, 2024,] 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.

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: 2024] [added: 2025] Annual Meeting of Shareholders to be filed with the SEC within 120 days of the year ended December [removed: 30, 2023 (the] [added: 28,] 2024 [added: (the 2025] Proxy Statement) and is incorporated herein by reference.

Information on beneficial ownership reporting compliance will be contained under the caption “Ownership of PepsiCo Common Stock - Delinquent Section 16(a) Reports,” if applicable, in our [removed: 2024] [added: 2025] 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: 2024] [added: 2025] 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: 2024] [added: 2025] Proxy Statement under the caption “Corporate Governance at PepsiCo – Committees of the Board of Directors – Audit Committee” and is incorporated herein by reference.

[Table [removed: of](#i79c56b76e6a748ad8ca283fdc3e1f75e_7) [Contents](#i79c56b76e6a748ad8ca283fdc3e1f75e_7)][added: of](#ica1389493ca24f0887fdf9c60fcb0fc2_7) [Contents](#ica1389493ca24f0887fdf9c60fcb0fc2_7)]

Information about the Company’s insider trading policy is contained in our 2025 Proxy Statement under the caption “Corporate Governance at PepsiCo - Our Standards of Conduct - Insider Trading Policy” and is incorporated herein by reference.

Information about director and executive officer compensation, Compensation Committee interlocks and the Compensation Committee Report is contained in our [removed: 2024] [added: 2025] Proxy Statement under the captions [removed: “2023] [added: “2024] 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: 2024] [added: 2025] 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: 2024] [added: 2025] 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: 2024] [added: 2025] 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: 2024] [added: 2025] Proxy Statement under the caption “Ratification of Appointment of Independent Registered Public Accounting Firm – Audit and Other Fees” and is incorporated herein by reference.

[Table [removed: of](#i79c56b76e6a748ad8ca283fdc3e1f75e_7) [Contents](#i79c56b76e6a748ad8ca283fdc3e1f75e_7)][added: of](#ica1389493ca24f0887fdf9c60fcb0fc2_7) [Contents](#ica1389493ca24f0887fdf9c60fcb0fc2_7)]

| | | | Consolidated Statement of Income – Fiscal years ended December [added: 28, 2024, December] 30, [removed: 2023,] [added: 2023 and] December 31, 2022 [removed: and December 25, 2021] | | |

| | | | Consolidated Statement of Comprehensive Income – Fiscal years ended December [added: 28, 2024, December] 30, [removed: 2023,] [added: 2023 and] December 31, 2022 [removed: and December 25, 2021] | | |

| | | | Consolidated Statement of Cash Flows – Fiscal years ended December [added: 28, 2024, December] 30, [removed: 2023,] [added: 2023 and] December 31, 2022 [removed: and December 25, 2021] | | |

| | | | Consolidated Balance Sheet – December [removed: 30, 2023] [added: 28, 2024] and December [removed: 31, 2022] [added: 30, 2023] | | |

| | | | Consolidated Statement of Equity – Fiscal years ended December [added: 28, 2024, December] 30, [removed: 2023,] [added: 2023 and] December 31, 2022 [removed: and December 25, 2021] | | |

[Table [removed: of](#i79c56b76e6a748ad8ca283fdc3e1f75e_7) [Contents](#i79c56b76e6a748ad8ca283fdc3e1f75e_7)][added: of](#ica1389493ca24f0887fdf9c60fcb0fc2_7) [Contents](#ica1389493ca24f0887fdf9c60fcb0fc2_7)]

| 3.2 | | | [By-laws of PepsiCo, Inc., as amended and restated, effective as [removed: of April 15, 2020,] [added: of](https://www.sec.gov/Archives/edgar/data/77476/000007747624000046/pepsico-ex32xseptember2020.htm) [September 20](https://www.sec.gov/Archives/edgar/data/77476/000007747624000046/pepsico-ex32xseptember2020.htm)[, 202](https://www.sec.gov/Archives/edgar/data/77476/000007747624000046/pepsico-ex32xseptember2020.htm)[4](https://www.sec.gov/Archives/edgar/data/77476/000007747624000046/pepsico-ex32xseptember2020.htm)[,] which are incorporated herein by reference to Exhibit 3.2 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission [removed: on April 16, 2020.](http://www.sec.gov/Archives/edgar/data/77476/000007747620000025/pepsicoincby-lawsamend.htm)] [added: on](https://www.sec.gov/Archives/edgar/data/77476/000007747624000046/pepsico-ex32xseptember2020.htm) [September 20, 2024](https://www.sec.gov/Archives/edgar/data/77476/000007747624000046/pepsico-ex32xseptember2020.htm)[.](https://www.sec.gov/Archives/edgar/data/77476/000007747624000046/pepsico-ex32xseptember2020.htm)] | | | | | |

| 4.5 | | | [Form of [removed: 3.600%] [added: 2.625%] Senior Note due [removed: 2024,] [added: 2026,] which is incorporated herein by reference to Exhibit 4.2 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on [removed: February] [added: April] 28, [removed: 2014.](http://www.sec.gov/Archives/edgar/data/77476/000110465914014923/a14-6261_3ex4d2.htm)] [added: 2014.](http://www.sec.gov/Archives/edgar/data/77476/000110465914031301/a14-11218_1ex4d2.htm)] | | | | | |

| 4.6 | | | [Form of [removed: 2.625%] [added: 4.250%] Senior Note due [removed: 2026,] [added: 2044,] which is incorporated herein by reference to Exhibit [removed: 4.2 to] [added: 4.1 of] PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on [removed: April 28, 2014.](http://www.sec.gov/Archives/edgar/data/77476/000110465914031301/a14-11218_1ex4d2.htm)] [added: October 22, 2014.](http://www.sec.gov/Archives/edgar/data/77476/000110465914073055/a14-21385_4ex4d1.htm)] | | | | | |

| [removed: 4.7] [added: 4.32] | | | [Form of [removed: 4.250%] [added: 2.875%] Senior Note due [removed: 2044,] [added: 2049,] which is incorporated herein by reference to Exhibit 4.1 [removed: of] [added: to] PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October [removed: 22, 2014.](http://www.sec.gov/Archives/edgar/data/77476/000110465914073055/a14-21385_4ex4d1.htm)] [added: 9, 2019.](http://www.sec.gov/Archives/edgar/data/77476/000141057819001590/tv530785_ex4-1.htm)] | | | | | |

| [removed: 4.8] [added: 4.7] | | | [Form of 2.750% Senior Note due 2025, which is incorporated herein by reference to Exhibit 4.4 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 30, 2015.](http://www.sec.gov/Archives/edgar/data/77476/000110465915032611/a15-10046_1ex4d4.htm) | | | | | |

| [removed: 4.9] [added: 4.8] | | | [Form of 3.500% Senior Note due 2025, which is incorporated herein by reference to Exhibit 4.4 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 17, 2015.](http://www.sec.gov/Archives/edgar/data/77476/000110465915051710/a15-15727_1ex4d4.htm) | | | | | |

| [removed: 4.10] [added: 4.9] | | | [Form of 4.600% Senior Note due 2045, which is incorporated herein by reference to Exhibit 4.5 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 17, 2015.](http://www.sec.gov/Archives/edgar/data/77476/000110465915051710/a15-15727_1ex4d5.htm) | | | | | |

| [removed: 4.11] [added: 4.10] | | | [Form of 4.450% Senior Note due 2046, which is incorporated herein by reference to Exhibit 4.4 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 14, 2015.](http://www.sec.gov/Archives/edgar/data/77476/000110465915070645/a15-20899_1ex4d4.htm) | | | | | |

| [removed: 4.12] [added: 4.11] | | | [Form of 2.850% Senior Note due 2026, which is incorporated herein by reference to Exhibit 4.3 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 24, 2016.](http://www.sec.gov/Archives/edgar/data/77476/000110465916099579/a16-4973_1ex4d3.htm) | | | | | |

[Table [removed: of](#i79c56b76e6a748ad8ca283fdc3e1f75e_7) [Contents](#i79c56b76e6a748ad8ca283fdc3e1f75e_7)][added: of](#ica1389493ca24f0887fdf9c60fcb0fc2_7) [Contents](#ica1389493ca24f0887fdf9c60fcb0fc2_7)]

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

| [removed: 4.14] [added: 4.13] | | | [Form of 0.875% Senior Note due 2028, which is incorporated herein by reference to Exhibit 4.1 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 18, 2016.](http://www.sec.gov/Archives/edgar/data/77476/000110465916133022/a16-11909_5ex4d1.htm) | | | | | |

| [removed: 4.15] [added: 4.14] | | | [Form of 2.375% Senior Note due 2026, which is incorporated herein by reference to Exhibit 4.5 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 6, 2016.](http://www.sec.gov/Archives/edgar/data/77476/000110465916149114/a16-18482_5ex4d5.htm) | | | | | |

| [removed: 4.16] [added: 4.15] | | | [Form of 3.450% Senior Note due 2046, which is incorporated herein by reference to Exhibit 4.6 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 6, 2016.](http://www.sec.gov/Archives/edgar/data/77476/000110465916149114/a16-18482_5ex4d6.htm) | | | | | |

| [removed: 4.17] [added: 4.16] | | | [Form of 4.000% Senior Note due 2047, which is incorporated herein by reference to Exhibit 4.5 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 2, 2017.](http://www.sec.gov/Archives/edgar/data/77476/000110465917028885/a17-9812_5ex4d5.htm) | | | | | |

| [removed: 4.18] [added: 4.17] | | | [Form of [removed: 2.150%] [added: 3.000%] Senior Note due [removed: 2024,] [added: 2027,] 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 [removed: May 4, 2017.](http://www.sec.gov/Archives/edgar/data/77476/000110465917029883/a17-9812_7ex4d1.htm)] [added: October 10, 2017.](http://www.sec.gov/Archives/edgar/data/77476/000110465917061593/a17-21487_4ex4d3.htm)] | | | | | |

| [removed: 4.19] [added: 4.48] | | | [Form of [removed: 3.000%] [added: 2.750%] Senior Note due [removed: 2027,] [added: 2051,] which is incorporated herein by reference to Exhibit 4.3 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October [removed: 10, 2017.](http://www.sec.gov/Archives/edgar/data/77476/000110465917061593/a17-21487_4ex4d3.htm)] [added: 21, 2021.](http://www.sec.gov/Archives/edgar/data/77476/000110465921128479/tm2126857d6_ex4-3.htm)] | | | | | |

| [removed: 4.20] [added: 4.18] | | | [Board of Directors Resolutions Authorizing PepsiCo, Inc.’s Officers to Establish the Terms of the 5.50% Senior Notes due 2040 and 4.875% Senior Notes due 2040, which are incorporated herein by reference to Exhibit 4.1 to PepsiCo, Inc.’s Quarterly Report on Form 10-Q for the 24 weeks ended June 12, 2010.](http://www.sec.gov/Archives/edgar/data/77476/000119312510161855/dex41.htm) | | | | | |

| [removed: 4.21] [added: 4.19] | | | [Board of Directors Resolutions Authorizing PepsiCo, Inc.’s Officers to Establish the Terms of the 4.000% Senior Notes due 2042 and the 3.600% Senior Notes due 2042, which are incorporated herein by reference to Exhibit 4.3 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 6, 2011.](http://www.sec.gov/Archives/edgar/data/77476/000095012311046737/y91154exv4w3.htm) | | | | | |

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

| [removed: 4.23] [added: 4.21] | | | [Form of 3.600% Senior Note due 2042, which is incorporated herein by reference to Exhibit 4.3 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 13, 2012.](http://www.sec.gov/Archives/edgar/data/77476/000119312512352477/d385664dex43.htm) | | | | | |

| [removed: 4.24] [added: 4.22] | | | [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: 4.25] [added: 4.23] | | | [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: 4.26] [added: 4.24] | | | [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: 4.27] [added: 4.25] | | | [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: 4.28] [added: 4.26] | | | [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: 4.29] [added: 4.27] | | | [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: 4.30] [added: 4.28] | | | [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: 4.31] [added: 4.29] | | | [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: 4.32] [added: 4.30] | | | [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: 4.33] [added: 4.31] | | | [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: 4.34] [added: 4.33] | | | [Form of [removed: 2.875%] [added: 0.875%] Senior Note due [removed: 2049,] [added: 2039,] which is incorporated herein by reference to Exhibit 4.1 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October [removed: 9, 2019.](http://www.sec.gov/Archives/edgar/data/77476/000141057819001590/tv530785_ex4-1.htm)] [added: 16, 2019.](http://www.sec.gov/Archives/edgar/data/77476/000141057819001659/tv530842_ex4-1.htm)] | | | | | |

| [removed: 4.35] [added: 4.43] | | | [Form of [removed: 0.875%] [added: 0.400%] Senior Note due [removed: 2039,] [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 October [removed: 16, 2019.](http://www.sec.gov/Archives/edgar/data/77476/000141057819001659/tv530842_ex4-1.htm)] [added: 9, 2020.](http://www.sec.gov/Archives/edgar/data/77476/000110465920113930/tm2031154d3_ex4-1.htm)] | | | | | |

| [removed: 4.36] [added: 4.34] | | | [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: 4.37] [added: 4.35] | | | [Form of 2.625% Senior Note due 2027, which is incorporated herein by reference to Exhibit 4.2 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 19, 2020.](http://www.sec.gov/Archives/edgar/data/77476/000110465920035907/tm2013070d1_ex4-2.htm) | | | | | |

| [removed: 4.38] [added: 4.36] | | | [Form of 2.750% Senior Note due 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 March 19, 2020.](http://www.sec.gov/Archives/edgar/data/77476/000110465920035907/tm2013070d1_ex4-3.htm) | | | | | |

| [removed: 4.39] [added: 4.37] | | | [Form of 3.500% Senior Note due 2040, which is incorporated herein by reference to Exhibit 4.4 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 19, 2020.](http://www.sec.gov/Archives/edgar/data/77476/000110465920035907/tm2013070d1_ex4-4.htm) | | | | | |

| [removed: 4.40] [added: 4.38] | | | [Form of 3.625% Senior Note due 2050, 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 March 19, 2020.](http://www.sec.gov/Archives/edgar/data/77476/000110465920035907/tm2013070d1_ex4-5.htm) | | | | | |

| [removed: 4.41] [added: 4.39] | | | [Form of 3.875% Senior Note due 2060, which is incorporated herein by reference to Exhibit 4.6 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 19, 2020.](http://www.sec.gov/Archives/edgar/data/77476/000110465920035907/tm2013070d1_ex4-6.htm) | | | | | |

| [removed: 4.42] [added: 4.40] | | | [Form of 1.625% Senior Note due 2030, 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 1, 2020.](http://www.sec.gov/Archives/edgar/data/77476/000110465920055540/tm2013806d2_ex4-2.htm) | | | | | |

[Table of](#ica1389493ca24f0887fdf9c60fcb0fc2_7) [Contents](#ica1389493ca24f0887fdf9c60fcb0fc2_7)

[Table of](#ica1389493ca24f0887fdf9c60fcb0fc2_7) [Contents](#ica1389493ca24f0887fdf9c60fcb0fc2_7)

[Table of](#ica1389493ca24f0887fdf9c60fcb0fc2_7) [Contents](#ica1389493ca24f0887fdf9c60fcb0fc2_7)

| 4.69 | | | [Indenture dated as of February 12, 2024, between PepsiCo, Inc. and U.S. Bank Trust Company, National Association, as trustee, which is incorporated herein by reference to Exhibit 4.3 to PepsiCo, Inc.’s and PepsiCo Singapore Financing I Pte. Ltd.’s Registration Statement on Form S-3ASR filed with the Securities and Exchange Commission on February 12, 2024 (File No. 333-277003).](https://www.sec.gov/Archives/edgar/data/77476/000110465924013645/tm244508d2_ex4-3.htm) | | | | | |

[Table of](#ica1389493ca24f0887fdf9c60fcb0fc2_7) [Contents](#ica1389493ca24f0887fdf9c60fcb0fc2_7)

| 4.70 | | | [Indenture dated as of February 12, 2024, among PepsiCo Singapore Financing I Pte. Ltd., as issuer, PepsiCo, Inc., as guarantor, and U.S. Bank Trust Company, National Association, as trustee, which is incorporated herein by reference to Exhibit 4.5 to PepsiCo, Inc.’s and PepsiCo Singapore Financing I Pte. Ltd.’s Registration Statement on Form S-3ASR filed with the Securities and Exchange Commission on February 12, 2024 (File No. 333-277003).](https://www.sec.gov/Archives/edgar/data/77476/000110465924013645/tm244508d2_ex4-5.htm) | | | | | |

| 4.71 | | | [PepsiCo Singapore Financing I Pte. Ltd. Board of Directors Resolutions Authorizing Officers of PepsiCo, Inc. and PepsiCo Singapore Financing I Pte. Ltd. to Establish the Terms of the Floating Rate Notes due 2027, the 4.650% Senior Notes due 2027, the 4.550% Senior Notes due 2029 and the 4.700% Senior Notes due 2034, which are incorporated herein by reference to Exhibit 4.10 to PepsiCo, Inc.’s and PepsiCo Singapore Financing I Pte. Ltd.’s Registration Statement on Form S-3ASR filed with the Securities and Exchange Commission on February 12, 2024 (File No. 333-277003).](https://www.sec.gov/Archives/edgar/data/77476/000110465924013645/tm244508d2_ex4-10.htm) | | | | | |

| 4.72 | | | [Form of Global Note representing PepsiCo Singapore Financing I Pte. Ltd.’s Floating Rate Note due 2027, which is incorporated herein incorporated 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 16, 2024.](https://www.sec.gov/Archives/edgar/data/77476/000110465924024927/tm244508d6_ex4-1.htm) | | | | | |

| 4.73 | | | [Form of Global Note representing PepsiCo Singapore Financing I Pte. Ltd.’s 4.650% Senior Note due 2027, which is incorporated herein incorporated by reference to Exhibit 4.2 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 16, 2024.](https://www.sec.gov/Archives/edgar/data/77476/000110465924024927/tm244508d6_ex4-2.htm) | | | | | |

| 4.75 | | | [Form of Global Note representing PepsiCo Singapore Financing I Pte. Ltd.’s 4.700% Senior Note due 2034, which is incorporated herein incorporated 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 16, 2024.](https://www.sec.gov/Archives/edgar/data/77476/000110465924024927/tm244508d6_ex4-4.htm) | | | | | |

[Table of](#ica1389493ca24f0887fdf9c60fcb0fc2_7) [Contents](#ica1389493ca24f0887fdf9c60fcb0fc2_7)

[Table of](#ica1389493ca24f0887fdf9c60fcb0fc2_7) [Contents](#ica1389493ca24f0887fdf9c60fcb0fc2_7)

| 19 | | | [PepsiCo, Inc. Insider Trading Policy.](https://www.sec.gov/Archives/edgar/data/77476/000007747625000007/pepsico2024form10-kxex19.htm) | | | | | |

| 22 | | | [Subsidiary Issuer of Guaranteed Securities.](https://www.sec.gov/Archives/edgar/data/77476/000007747625000007/pepsico2024form10-kxex22.htm) | | | | | |

[Table of](#ica1389493ca24f0887fdf9c60fcb0fc2_7) [Contents](#ica1389493ca24f0887fdf9c60fcb0fc2_7)

[Table of](#ica1389493ca24f0887fdf9c60fcb0fc2_7) [Contents](#ica1389493ca24f0887fdf9c60fcb0fc2_7)

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| | | | | | | | | |

| 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) | | | | | |