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PEPPepsiCo

Consumer staples · Beverages · Nasdaq

We were incorporated in Delaware in 1919 and reincorporated in North Carolina in 1986. 10-K, Item 1

Employees
306,000
Headquarters
Purchase, NY
CEO
Ramon Laguarta
Next results
around Feb 2, 2027
Compare with peers → Embed

10-K 0000077476-26-000007 (2026-02-03) vs 10-K 0000077476-25-000007 (2025-02-04)

SectionCompared textWords nowChanged
Risk FactorsItem 1A9,479 20.3%
MD&AItem 732,614 21.8%
Legal ProceedingsItem 3523 26.5%
Accounting Policies10-K text, Note 2 – Our Significant Accounting Policies2,506 19.0%

The redline: what was cut and what was added

In each section, the paragraph that changed most, marked against last year's 10-K: cut words struck through, new words highlighted and underlined.

Risk Factors 365 words changed in this paragraph; it is 54% similar to last year's version.
Demand for our products depends in part on our ability to innovate and anticipate and effectively respond to shifts in consumer trends and preferences, including the types of products our consumers want and how they browse for, purchase and consume them. Consumer preferences continuously evolve due to a variety of factors, including: changes in consumer demographics, consumption patterns, patterns (including increased food purchased away-from-home), diet (whether due to changes in consumer behavior and eating habits, increasing use of weight-loss drugs drugs, such as GLP-1 medications, or other factors) and channel preferences (including continued increases in the e-commerce and online-to-offline channels); channels and use of artificial intelligence shopping agents that autonomously select products that may not be ours); pricing (including the effective impact of tariffs and taxes imposed on the manufacture, distribution or sale of certain of our products as a result of ingredients contained in such products); affordability pressures and changes in consumer spending patterns (including if consumers switch to private label or lower-priced product offerings); changes in funding for or restrictions on the inclusion of our products in benefit programs, such as the Supplemental Nutrition Assistance Program (SNAP) in the United States; product quality; product functionality (including products high in protein or fiber-enriched); concerns or perceptions regarding packaging and its environmental impact (such as single-use and other plastic packaging); concerns or perceptions regarding the processing, nutrition profile and health effects of, or location of origin of, ingredients or substances in our products or packaging, including due to public statements by government officials, increased litigation, changes in regulations, regulatory scrutiny or the results of third-party studies (whether or not scientifically valid); and concerns or perceptions regarding our workforce policies and initiatives. Concerns with any of the foregoing could have affected and may continue to affect consumer behaviors and can lead consumers to reduce or publicly boycott the purchase or consumption of our products. Pandemics, epidemics or other disease outbreaks and geopolitical events and tensions, wars and other military conflicts, including the ongoing conflicts in Ukraine and the Middle East, have also impacted and could continue to impact consumer preferences and demand for our 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 events and tensions, wars and other military conflicts or catastrophic events. These and other factors have reduced and could continue to reduce consumers’ willingness to purchase certain of our products, including as a result of public boycotts. 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 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 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.

Source: Item 1A, 10-K 0000077476-26-000007 vs Item 1A, 10-K 0000077476-25-000007

MD&A 196 words changed in this paragraph; it is 39% similar to last year's version.
In 2022, we entered into an agreement with Celsius Holdings, Inc. (Celsius) to distribute Celsius energy drinks in the United States and invested $550 million in Series A convertible preferred shares (Series A shares) issued by Celsius, which included certain conversion and redemption features. The Shares underlying the transaction were priced at $75 per share ($25 per share after a three-for-one stock split in 2023), and are entitled to a 5% annual dividend, payable either in cash or in-kind. On August 28, 2025, as part of the Celsius Transaction described in Note 4, we acquired Series B convertible preferred shares automatically (Series B shares) issued by Celsius, valued at $585 million upon acquisition, excluding acquisition-related charges. Shares underlying the transaction were priced at $51.75 per share and are entitled to a 5% annual dividend, payable either in cash or in-kind. In addition, as part of this transaction, the conversion and redemption periods of the Series A shares were extended to match the terms of the newly issued Series B shares, which was accounted for as a modification. Both series of shares include certain conversion and redemption features and convert into Celsius common shares after six years from issuance of the Series B shares if certain market-based conditions are met, or can be redeemed for cash after seven years. Shares underlying years from issuance of the transaction were priced at $75 per share, and the Series B shares. Given our redemption rights associated with both series of shares, we classified our investments as Level 3 investments in available-for-sale debt securities.

Source: Item 7, 10-K 0000077476-26-000007 vs Item 7, 10-K 0000077476-25-000007

Accounting Policies 133 words changed in this paragraph; it is 33% similar to last year's version.
currently required In July 2025, the FASB issued guidance to be disclosed to be included in the same tabular disclosure provide for a practical expedient that an entity may assume that conditions as these disaggregation requirements. Furthermore, on an annual and interim basis, a public entity is required to separately disclose selling expenses and annually, disclose a description of the selling expenses. balance sheet date remain unchanged over the remaining life of the asset when estimating expected credit losses for current accounts receivable and current contract assets arising from revenue transactions from contracts with customers. The guidance is effective for 2027 annual reporting, and in the first quarter of 2028 for interim reporting, 2026 with early adoption permitted, to be applied on a prospective basis, with retrospective application permitted. basis. We will adopt the guidance when it becomes effective, in effective. The guidance is not expected to have a material impact on our 2027 annual reporting and each quarter thereafter, on a prospective basis. consolidated financial statements.

Source: 10-K text, Note 2 – Our Significant Accounting Policies, 10-K 0000077476-26-000007 vs 10-K text, Note 2 – Our Significant Accounting Policies, 10-K 0000077476-25-000007

Legal Proceedings 32 words changed in this paragraph; it is 80% similar to last year's version.
•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, May 21, 2025, Pepsi Bottling Ventures LLC was dismissed from the defendants removed the case to the United States District Court for the Central District of California, where the matter is currently pending. suit.

Source: Item 3, 10-K 0000077476-26-000007 vs Item 3, 10-K 0000077476-25-000007

Every change, by type

Sentences and paragraphs of PEP's Risk Factors and MD&A, 10-K 2026-02-03 against 10-K 2025-02-04. Each links to the text at sec.gov.

Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier (may, could, will, not, significant, material…). A year or date rolling forward is not counted.

The full word listadverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, would

AddedRisk Factors
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.

Read it in 10-K 2026-02-03 at sec.gov ↗

AddedRisk Factors
instability of our key suppliers. Any sustained or significant disruption in the future to the manufacturing or sourcing of products or materials could increase our costs and interrupt product supply, which can adversely impact our business.

Read it in 10-K 2026-02-03 at sec.gov ↗

AddedRisk Factors
to increase the cost of certain of our products, reduce overall consumption of our products or lead to negative publicity, resulting in an adverse effect on our business and financial performance.

Read it in 10-K 2026-02-03 at sec.gov ↗

RemovedRisk Factors
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.

Read it in 10-K 2025-02-04 at sec.gov ↗

RemovedRisk Factors
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

Read it in 10-K 2025-02-04 at sec.gov ↗

RemovedRisk Factors
Our success depends in part on our ability to grow our business in developing and emerging markets. There can be no assurance that our products will be accepted or be successful in any particular developing or emerging market, due to competition, price, cultural differences, consumer preferences, regulation, method of distribution or otherwise. Our business in these markets has been and could continue in the

Read it in 10-K 2025-02-04 at sec.gov ↗

RemovedRisk Factors
Certain jurisdictions in which our products are sold have either imposed, or are considering imposing, limitations on the marketing or sale of our products as a result of ingredients or substances in our products or product packaging. These limitations require that we highlight perceived concerns about a product or product packaging, warn consumers to avoid consumption of certain ingredients or substances present in

Read it in 10-K 2025-02-04 at sec.gov ↗

RemovedRisk Factors
significant expense and devote significant resources, and may generate adverse publicity that damages our reputation or brand image. Any of the foregoing can adversely affect our business.

Read it in 10-K 2025-02-04 at sec.gov ↗

RewordedRisk Factors
Consumer preferences continuously evolve due to a variety of factors, including: changes in consumer demographics, consumption patterns, patterns (including increased food purchased away-from-home), diet (whether due to changes in consumer behavior and eating habits, increasing use of weight-loss drugs drugs, such as GLP-1 medications, or other factors) and channel preferences (including continued increases in the e-commerce and online-to-offline channels); channels and use of artificial intelligence shopping agents that autonomously select products that may not be ours); pricing (including the effective impact of tariffs and taxes imposed on the manufacture, distribution or sale of certain of our products as a result of ingredients contained in such products); affordability pressures and changes in consumer spending patterns (including if consumers switch to private label or lower-priced product offerings); changes in funding for or restrictions on the inclusion of our products in benefit programs, such as the Supplemental Nutrition Assistance Program (SNAP) in the United States; product quality; product functionality (including products high in protein or fiber-enriched); concerns or perceptions regarding packaging and its environmental impact (such as single-use and other plastic packaging); concerns or perceptions regarding the processing, nutrition profile and health effects of, or location of origin of, ingredients or substances in our products or packaging, including due to public statements by government officials, increased litigation, changes in regulations, regulatory scrutiny or the results of third-party studies (whether or not scientifically valid); and concerns or perceptions regarding our workforce policies and initiatives.

Read it in 10-K 2026-02-03 at sec.gov ↗

RewordedRisk Factors
Our business can be adversely affected if our strategy is not effective, if we fail to achieve the commercial and financial priorities announced during 2025 to improve our marketplace competitiveness and financial performance, including in our North American businesses, if we are unable to effectively promote or develop our existing products or introduce and effectively market new products, products (including in response to increased consumer demand for products with certain attributes, functional benefits, ingredients or nutrition profiles), if we are unable to effectively 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 do, if our competitors are more successful than us in shifting to products that are less effected affected 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.

Read it in 10-K 2026-02-03 at sec.gov ↗

RewordedRisk Factors
The results of elections, referendums or other political conditions (including government shutdowns), geopolitical events and tensions, wars and other military conflicts (such as the ongoing conflicts conflict in Ukraine and the Middle East) recent intervention in Venezuela) in these markets have in the past 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 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, the European Union, Canada and Mexico and other countries and any retaliatory actions taken by such countries), sanctions, environmental and climate change regulations, taxes, benefit programs, programs (including any changes to governmental subsidies provided to our consumers such as SNAP in the United States), the movement of goods, services and people between countries, relationships between countries, customer or consumer perception of a particular country or its government and other matters.

Read it in 10-K 2026-02-03 at sec.gov ↗

RewordedRisk Factors
The imposition of new laws, laws or regulatory requirements (including sanctions), changes in laws or regulatory requirements or changing interpretations thereof, or uncertainty regarding the interpretation thereof (including as a result of executive orders), changes in the enforcement priorities of regulators, and differing or competing regulations and standards across the markets where our products or raw materials are made, manufactured, distributed or sold, have in the past resulted in and could continue to result in higher compliance costs, capital expenditures and higher production costs, or make it necessary for us to reformulate certain of our products, products or otherwise make changes to our operations, resulting in adverse effects on our business.

Read it in 10-K 2026-02-03 at sec.gov ↗

RewordedRisk Factors
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 perceived failure, to achieve or make sufficient progress toward our environmental, social and governance goals, or any revisions of or negative perception toward such goals, including with respect to the nutrition profile of our products, packaging, water use, our impact on the environment and our workforce policies and initiatives; any difficulties executing our strategic initiatives; any failure to address health or other concerns about our products, products we distribute, certain brands licensed to and distributed to third parties (including alcoholic beverages), or particular ingredients or substances in our products, including concerns or perceptions regarding whether certain of our products are “ultra-processed” “ultra-processed,” contain certain ingredients or substances 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 events and tensions, wars and other military conflicts, including the ongoing conflicts 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.

Read it in 10-K 2026-02-03 at sec.gov ↗

RewordedRisk Factors
Certain Numerous countries, including European Union member states, have enacted or are expected to enact legislation incorporating the global minimum tax with effect from 2024 Organization for Economic Co-operation and widespread implementation of Development (OECD) model rules for a global minimum tax is rate of 15% with widespread implementation expected by the end of 2025. 2026.

Read it in 10-K 2026-02-03 at sec.gov ↗

RewordedRisk Factors
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 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.

Read it in 10-K 2026-02-03 at sec.gov ↗

RewordedRisk Factors
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, are shifting traditional value propositions, removing our products or otherwise reducing shelf space allocated to our products and focusing on introducing and developing private-label brands.

Read it in 10-K 2026-02-03 at sec.gov ↗

RewordedRisk Factors
In addition, our business operations, including our supply chain, are subject to disruption by geopolitical 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.

Read it in 10-K 2026-02-03 at sec.gov ↗

RewordedRisk Factors
The increasing power of retailers and consolidation These changing conditions may also adversely impact how our other customers’ ability to customers compete effectively in the market markets in which they operate, which may in turn affect orders purchasing patterns of our products.

Read it in 10-K 2026-02-03 at sec.gov ↗

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

Read it in 10-K 2026-02-03 at sec.gov ↗

RewordedRisk Factors
A deterioration in our underlying assumptions, or those of our equity method investees, regarding the impact of competitive operating conditions, geopolitical conditions (including the ongoing conflicts in Ukraine and the Middle East), conditions, macroeconomic conditions, including the interest rate environment, or other factors used to estimate the future performance of any of our reporting units or assets, including any deterioration in the weighted-average cost of capital based on market data available at the time, as well as our ability to hold the investment until recovery of fair value to amortized cost for available-for-sale debt securities, have resulted and could in the future result in an impairment charge (including the impairments of our investment in TBG), charge, thereby adversely affecting our results of operations.

Read it in 10-K 2026-02-03 at sec.gov ↗

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

Read it in 10-K 2026-02-03 at sec.gov ↗

AddedMD&A
A Bold Ambition: Against this backdrop, we have a clear set of priorities: reigniting our North America business by combining operations where it makes the most sense and using the savings to support meaningful investments in our brands; increasing the size, presence and scale of our International business, with a focus on capturing growth in large and developing markets; and working to grow our away-from-home business by expanding our availability and extending into new occasions.

Read it in 10-K 2026-02-03 at sec.gov ↗

AddedMD&A
Laying the Groundwork: Since 2018, we have made significant investments in the business to adapt to the changing landscape. This includes increasing investments to strengthen our brands, from transforming our portfolio through innovation and acquisitions, to foundational investments in technology and artificial intelligence to position ourselves to be fit for the future, building a set of high impact commercial, operational, and digital capabilities; expanding and updating our manufacturing footprint to enable geographic growth and capture future demand; right-sizing and modernizing our warehousing and distribution capacity; and transforming our operating model to become more agile, efficient and responsive to the consumer.

Read it in 10-K 2026-02-03 at sec.gov ↗

AddedMD&A
Big Changes to Big Things: Guided by pep+, we continue to work to reshape our portfolio to fit today’s world. That includes: reducing added sugar, sodium and saturated fat in core brands like Lay’s and Gatorade; advancing efforts to remove artificial colors and flavors in brands like Lay’s, Cheetos, and Doritos; adding new products with functional benefits, such as Pepsi Prebiotic Cola; and welcoming popular brands like Siete, Sabra and poppi.

Read it in 10-K 2026-02-03 at sec.gov ↗

AddedMD&A
We continued to expand our away-from-home business into new occasions. The successful Walking Taco platform is thriving in stadiums, arenas, and parks across the United States, while our “Food Deserves Pepsi” campaign and the “Pepsi Zero Sugar Taste Challenge” have driven higher brand awareness and contributed positively to our performance.

Read it in 10-K 2026-02-03 at sec.gov ↗

AddedMD&A
We are becoming a more deeply integrated, more productive organization. This has been one of our biggest priorities over the past year. Since we shifted our operating model at the start of 2025, we have worked hard to be more agile, simpler and more unified. From sharing global services, to streamlining processes, to launching our first new corporate brand identity in nearly 25 years, we are making One PepsiCo real. In North America, we are carefully evaluating an integrated model for our food and beverage supply chains, go-to-market, and commercial capabilities and intend to take a nuanced approach factoring in key components such as return on investment, scale and market share. Our Global Capability Centers now support multiple functions, enabling us to centralize information, reduce duplicative work, and share best practices across the organization.

Read it in 10-K 2026-02-03 at sec.gov ↗

AddedMD&A
We are building smarter systems with technologies like artificial intelligence to better serve our customers and consumers, so we can have the right products, at the right place, at the right price. Through our collaborations with cutting-edge technology providers, we are using artificial intelligence to reimagine our go-to-market model, enhance customer support, and empower sales teams to focus on strategic growth. This allows us to unify data, gain real-time inventory visibility, and provide faster, more responsive customer service.

Read it in 10-K 2026-02-03 at sec.gov ↗

AddedMD&A
We are becoming more resilient through pep+. pep+ remains central to our strategy, ensuring that we continue to create value for shareholders, customers and consumers, while doing what is right for communities and the planet. In 2025, we stepped up our efforts around key pillars like regenerative agriculture and water use efficiency, with the aim to make a positive impact in markets around the world.

Read it in 10-K 2026-02-03 at sec.gov ↗

AddedMD&A
Many of the commodities used in the production and transportation of our products are purchased in the open market. The prices we pay for such items are subject to fluctuation, and we manage this risk through

Read it in 10-K 2026-02-03 at sec.gov ↗

AddedMD&A
The imposition of tariffs (including U.S. tariffs imposed or threatened to be imposed on China, the European Union, Canada and Mexico and other countries and any tariffs imposed by such countries) have impacted and could continue to impact our supply chain resulting in increased input costs, including the

Read it in 10-K 2026-02-03 at sec.gov ↗

AddedMD&A
cost of certain raw materials and packaging. The impact of tariffs will continue to vary, including based on where inputs are sourced from and shipped to. In addition, any supply chain constraints, inflationary impacts or reduced consumer demand for our products as a result of such tariffs or ongoing macroeconomic uncertainty have impacted and could continue to impact our results. We will continue to evaluate the nature and extent of the impact of these tariffs on our business and to identify actions to potentially mitigate, where possible, any unfavorable impacts on our future results.

Read it in 10-K 2026-02-03 at sec.gov ↗

AddedMD&A
maturing in February 2026 and designated them as net investment hedges to partially offset the effects of foreign currency on our investments in certain of our foreign subsidiaries.

Read it in 10-K 2026-02-03 at sec.gov ↗

RemovedMD&A
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.

Read it in 10-K 2025-02-04 at sec.gov ↗

RemovedMD&A
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.

Read it in 10-K 2025-02-04 at sec.gov ↗

RemovedMD&A
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.

Read it in 10-K 2025-02-04 at sec.gov ↗

RemovedMD&A
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

Read it in 10-K 2025-02-04 at sec.gov ↗

RemovedMD&A
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.

Read it in 10-K 2025-02-04 at sec.gov ↗

RemovedMD&A
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.

Read it in 10-K 2025-02-04 at sec.gov ↗

RemovedMD&A
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.

Read it in 10-K 2025-02-04 at sec.gov ↗

RemovedMD&A
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.

Read it in 10-K 2025-02-04 at sec.gov ↗

RemovedMD&A
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.

Read it in 10-K 2025-02-04 at sec.gov ↗

RemovedMD&A
Productivity Fuels our Ability to Perform: In 2024, we delivered record productivity. Increases in automation in our plants and warehouses have empowered frontline decision-making, improved optimization across our transportation and fleet networks, and allowed greater focus on cost management and waste elimination. These efforts fuel our ability to reinvest in our brands and capabilities, so that we are well-positioned to support areas in which our business is performing well, while simultaneously allowing us to develop in new ways across our markets and our categories.

Read it in 10-K 2025-02-04 at sec.gov ↗

RemovedMD&A
Focus on Growth: We remain focused on delivering growth and fueling innovation by driving positive action for people and the planet. By improving our productivity and aligning our operations and strategy to meet consumer needs, we aim to be well positioned to navigate the complexities of the global market and deliver sustainable, long-term value to our consumers and stakeholders.

Read it in 10-K 2025-02-04 at sec.gov ↗

RemovedMD&A
economic, operating and political environment in the markets in which we operate, including risks of additional impairments or write-offs and currency devaluation, and to identify actions to potentially mitigate any unfavorable impacts on our future results.

Read it in 10-K 2025-02-04 at sec.gov ↗

RewordedMD&A
FLNA QFNA PFNA PBNA IB Franchise EMEA LatAm Europe AMESA APAC Foods Asia Pacific Foods Total 2023 2024 Net revenue $ 24,914 27,431 $ 3,101 27,769 $ 27,626 4,879 $ 11,654 16,658 $ 13,234 10,568 $ 6,139 4,549 $ 4,803 $ 91,471 91,854 Segment cost of sales (a) 8,829 1,603 12,856 4,958 7,178 3,888 2,422 10,245 12,701 1,482 9,639 4,420 2,756 Segment selling, general and administrative expenses (a) 9,288 870 11,808 4,413 4,213 1,434 1,601 (a)(g) 10,204 11,964 1,689 4,787 4,047 1,402 Restructuring and impairment charges (c) 42 — 41 29 223 15 8 (b) 161 238 24 116 49 9 Acquisition and divestiture-related charges (d) (c) 9 8 — — 16 — (2) 2 — 5 Impairment and other charges/credits charges (d) 9 556 4 145 — — Indirect tax impact (e) — — 321 2 855 (7) 59 218 — — — Product recall-related impact (f) — 136 (h) 184 — — — — — Division Segment operating profit $ 6,755 6,619 $ 492 2,302 $ 2,584 1,462 $ 2,252 1,971 $ 767 2,052 $ 807 377 $ 713 $ 14,370 14,783 Corporate unallocated expenses (2,384) (1,896) Operating profit 11,986 12,887 Other pension and retiree medical benefits income 250 expense (22) Net interest expense and other (819) (919) Income before income taxes $ 11,417 11,946

Read it in 10-K 2026-02-03 at sec.gov ↗

RewordedMD&A
Cost of sales Gross profit Selling, general and administrative expenses Impairment of intangible assets Operating profit Other pension and retiree medical benefits (expense)/income Provision for income taxes(a) Net income attributable to PepsiCo 2024 for income taxes(a) 2025 Reported, GAAP Measure measure $ 41,744 43,066 $ 50,110 50,859 $ 37,190 37,368 $ 33 1,993 $ 12,887 11,498 $ (22) (133) $ 2,320 1,949 $ 9,578 8,240 Items Affecting Comparability Mark-to-market net impact 26 (26) (3) 3 4 — (1) — (25) — (6) (19) (1) Restructuring and impairment charges (133) 133 (551) (14) 698 29 164 563 (236) 236 (728) — 964 19 191 792 Acquisition and divestiture-related charges (57) 57 (346) (50) 453 — — (22) — 22 — 4 18 106 347 Impairment and other charges — — (695) (19) 714 (3) (1,943) 1,946 — 184 530 Product recall-related impact (176) 176 (8) — 184 3 44 143 455 1,491 Indirect and income tax impact (218) 218 (b) — — 218 (82) — 82 — 218 (29) 111 Pension and retiree medical-related impact — — 30 — — — 276 61 215 (30) 279 53 196 Core, Non-GAAP Measure non-GAAP measure $ 41,243 42,770 $ 50,611 51,155 $ 35,913 36,243 $ — $ 14,698 14,912 $ 286 165 $ 2,771 2,725 $ 11,246 11,176

Read it in 10-K 2026-02-03 at sec.gov ↗

RewordedMD&A
OUR BUSINESS Executive Overview 34 33 Our Operations 35 34 Other Relationships 36 34 Our Business Risks 36 34 OUR FINANCIAL RESULTS Results of Operations – Consolidated Review 41 40 Results of Operations – Division Segment Review 41 PFNA 43 FLNA 45 QFNA 45 PBNA 45 43 IB Franchise 43 EMEA 44 LatAm 46 Europe 46 AMESA 46 APAC 47 Foods 44 Asia Pacific Foods 44 Non-GAAP Measures 47 44 Items Affecting Comparability 49 46 Our Liquidity and Capital Resources 52 Changes in Line Items in Our Consolidated Financial Statements 54 49 Return on Invested Capital 55 51 OUR CRITICAL ACCOUNTING POLICIES AND ESTIMATES Revenue Recognition 56 52 Goodwill and Other Intangible Assets 57 53 Income Tax Expense and Accruals 58 54 Pension and Retiree Medical Plans 59 55 CONSOLIDATED STATEMENT OF INCOME 61 57 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 62 58 CONSOLIDATED STATEMENT OF CASH FLOWS 63 59 CONSOLIDATED BALANCE SHEET 65 61 CONSOLIDATED STATEMENT OF EQUITY 66 62 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Note 1 – Basis of Presentation and Our Divisions 67 Segments 63 Note 2 – Our Significant Accounting Policies 74 69 Note 3 – Restructuring and Impairment Charges 79 73 Note 4 – Intangible Assets 81 75 Note 5 – Income Taxes 84 77 Note 6 – Share-Based Compensation 88 81 Note 7 – Pension, Retiree Medical and Savings Plans 92 85 Note 8 – Debt Obligations 98 91 Note 9 – Financial Instruments 100 93 Note 10 – Net Income Attributable to PepsiCo per Common Share 106 99 Note 11 – Accumulated Other Comprehensive Loss Attributable to PepsiCo 107 100 Note 12 – Leases 108 101 Note 13 – Acquisitions and Divestitures 110 103 Note 14 – Supply Chain Financing Arrangements 112 104 Note 15 – Supplemental Financial Information 113 106 Note 16 – Legal Contingencies 114 107 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 115 108 GLOSSARY 118 111

Read it in 10-K 2026-02-03 at sec.gov ↗

RewordedMD&A
FLNA QFNA PFNA PBNA IB Franchise EMEA LatAm Europe AMESA APAC Foods Asia Pacific Foods Total 2023 Net revenue $ 24,914 $ 3,101 28,015 $ 27,626 $ 11,654 4,559 $ 13,234 16,210 $ 6,139 10,576 $ 4,803 4,485 $ 91,471 Segment cost of sales (a) 8,829 1,603 10,432 12,856 4,958 7,178 3,888 2,422 1,478 9,666 4,591 2,711 Segment selling, general and administrative expenses (a) 9,288 870 10,158 11,808 4,413 4,213 1,434 1,601 1,641 4,569 4,056 1,404 Restructuring and impairment charges (c) (b) 42 — 41 11 227 29 223 15 8 Acquisition and divestiture-related charges (d) — (c) — 16 — (2) — 2 — Impairment and other charges/credits (e) — (d) — 321 862 (14) 2 855 (7) 59 Product recall-related impact (f) — (h) 136 — — — — — Division Segment operating profit $ 6,755 $ 492 7,247 $ 2,584 $ 2,252 567 $ 767 1,764 $ 807 1,898 $ 713 301 $ 14,370 14,361 Corporate unallocated expenses (2,384) (2,375) Operating profit 11,986 Other pension and retiree medical benefits income 250 Net interest expense and other (819) Income before income taxes $ 11,417

Read it in 10-K 2026-02-03 at sec.gov ↗

RewordedMD&A
In 2025, business performance in conjunction with lower expectations of future business performance compared to projections, as well as the fourth quarter of 2022, macroeconomic conditions including a high interest rate and inflationary cost environment, coupled with recent business performance, transaction discussed below, indicated a deterioration of the significant inputs used to determine the fair value of our indefinite-lived intangible assets in various markets, primarily assumptions underlying the weighted-average cost of capital and the impact of economic uncertainty on current and future financial performance, certain markets and required us to perform a quantitative assessment assessments on certain assets.

Read it in 10-K 2026-02-03 at sec.gov ↗

RewordedMD&A
Options(a) Weighted-Average Exercise Weighted-Average Contractual Aggregate Intrinsic Value(a) Price Per Unit Life Remaining (years) Outstanding at December 30, 2023 11,167 $136.10 Granted 2,034 $164.48 Exercised (1,555) $107.36 Forfeited/expired (591) $165.37 Outstanding at December 28, 2024 11,055 $143.88 6.16 $177,780 Granted 1,804 $150.28 Exercised (896) $108.72 Forfeited/expired (642) $163.52 Outstanding at December 27, 2025 11,321 $146.60 6.0 $100,992 Exercisable at December 28, 2024 5,369 $119.78 3.98 $177,780 27, 2025 6,279 $134.10 4.2 $98,385 Expected to vest as of December 28, 2024 5,403 $166.64 8.19 $— 27, 2025 4,793 $162.45 8.2 $2,468

Read it in 10-K 2026-02-03 at sec.gov ↗

RewordedMD&A
Fair Value Hierarchy Level 2025 2024 2023 U.S. plan assets (a)(b) Equity securities, including preferred stock (c) 1 $ 4,248 $ 4,270 $ 4,698 Government securities (d) 2 1,573 1,538 1,812 Corporate bonds (d) 2 3,963 3,903 4,233 Mortgage-backed securities (d) 2 134 125 133 Contracts with insurance companies (e) 3 1 1 Cash and cash equivalents (f) (g) 1, 2 700 732 349 Sub-total U.S. plan assets 10,619 10,569 11,226 Real estate and other commingled funds Investments measured at net asset value (h) 817 561 411 Securities lending payables, net of dividends and interest receivable (g) (332) (358) 87 Total U.S. plan assets $ 11,104 $ 10,772 $ 11,724 International plan assets Equity securities (c) 1 $ 1,215 $ 1,172 $ 1,175 Government securities (d) 2 987 932 1,207 Corporate bonds (d) 2 610 469 267 Fixed income commingled funds (i) 1 616 557 526 Contracts with insurance companies (e) 3 — 29 30 Cash and cash equivalents 1 85 128 143 Sub-total international plan assets 3,513 3,287 3,348 Real estate commingled funds Investments measured at net asset value (h) 122 79 162 Dividends and interest receivable 17 31 18 Total international plan assets $ 3,652 $ 3,397 $ 3,528

Read it in 10-K 2026-02-03 at sec.gov ↗

RewordedMD&A
Debt and credit issues, currency controls or fluctuations fluctuations, sanctions and export controls in certain of these international markets (including restrictions on the transfer of funds to and from certain markets), as well as the threat or imposition of new, expanded or retaliatory tariffs (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 or export controls markets) have also continued to impact our operations in certain of these international markets.

Read it in 10-K 2026-02-03 at sec.gov ↗

RewordedMD&A
These included ongoing supply chain disruptions, disruptions; tariffs; persistent inflationary pressures, pressures; evolving consumer preferences consumption patterns and behaviors, preferences; an intensely competitive business environment, including the increased adoption of artificial intelligence technologies; the continued expansion of e-commerce in a rapidly changing retail landscape, including customers moving away from DSD systems; the need for further innovation and collaboration as we progress toward our ambitious packaging and other goals; ongoing macroeconomic and political volatility, volatility; and an increasingly complex regulatory environment.

Read it in 10-K 2026-02-03 at sec.gov ↗

RewordedMD&A
In 2023, macroeconomic conditions, including higher interest rates, inflationary costs, and the second quarter of 2022, macroeconomic factors, sanctions ongoing conflict in the Middle East, and other regulations as a result of the Russia-Ukraine conflict recent business performance indicated a material deterioration of the significant inputs used to determine the fair value of our indefinite-lived intangible assets in Russia, primarily assumptions underlying the various markets,

Read it in 10-K 2026-02-03 at sec.gov ↗

RewordedMD&A
An increase in the probability that certain market-based conditions will be met or a decrease in the discount rate net revenue and margin forecasts would result in a higher fair value measurement, while a decrease in the probability that certain market-based conditions will be met or an increase in the discount rate net revenue and margin forecasts would result in a lower fair value measurement.

Read it in 10-K 2026-02-03 at sec.gov ↗

RewordedMD&A
Operating profit decreased 11%, primarily driven These impacts were partially offset by certain operating cost increases, the decline in organic volume, a 9-percentage-point favorable impact of higher prior-year impairment and other charges associated with our TBG investment and Juice Transaction-related receivables, a 7-percentage-point impact of higher restructuring charges the effective net pricing, productivity savings, and higher lower advertising and marketing expenses.

Read it in 10-K 2026-02-03 at sec.gov ↗

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

Read it in 10-K 2026-02-03 at sec.gov ↗

Quiet changesMD&A
We recognized impairment charges taken primarily as a result of our quantitative assessments of certain of our indefinite-lived intangible assets and related to our investment in TBG.

Read it in 10-K 2026-02-03 at sec.gov ↗

Quiet changesMD&A
The fair value of our indefinite-lived intangible assets was estimated using discounted cash flows under the income approach, which we consider to be a Level 3 (significant unobservable inputs) measurement.

Read it in 10-K 2026-02-03 at sec.gov ↗

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

Read it in 10-K 2026-02-03 at sec.gov ↗

Quiet changesMD&A
While the results of such litigation, claims, legal or regulatory proceedings, inquiries and investigations cannot be predicted with certainty, management believes that the final outcome of the foregoing will is not expected to have a material adverse effect on our financial condition, results of operations or cash flows.

Read it in 10-K 2026-02-03 at sec.gov ↗

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