What changed in this filing

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Item 3. Legal Proceedings

2024-02-09 compared with 2023-02-09 · 33 added, 38 removed, 58 unchanged (55% of the section changed)

Legal Proceedings.

We and our subsidiaries are party to a variety of litigation, claims, legal or regulatory proceedings, inquiries and investigations.

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 not have a material adverse effect on our financial condition, results of operations or cash flows.

On November 15, 2023, the People of the State of New York filed a lawsuit against PepsiCo, Inc., Frito-Lay, Inc.

and Frito-Lay North America, Inc.

(the NYS Matter) asserting claims for public nuisance, deceptive acts or practices in the conduct of business, and failure to warn that our packaging was a potential source of plastic pollution, allegedly resulting in plastic pollution in the Buffalo River.

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

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

In addition, we and our subsidiaries are party to a variety of litigation, claims, legal or regulatory proceedings, inquiries and investigations.

While the results of the NYS 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.

See also “Item 1.

6 unchanged sentences

Name Age Title

Caulfield 64 Executive Vice President and Chief Financial Officer, PepsiCo

Flavell 52 Executive Vice President, General Counsel and Corporate Secretary, PepsiCo

Gallagher 64 Senior Vice President and Controller, PepsiCo

Johnston 61 Vice Chairman, PepsiCo;

Executive Vice President and Chief Financial Officer, PepsiCo

Ram Krishnan 52 Chief Executive Officer, International Beverages and Chief Commercial Officer

Ram Krishnan 53 Chief Executive Officer, PepsiCo Beverages North America

Laguarta 60 Chairman of the Board of Directors and Chief Executive Officer, PepsiCo

1 unchanged sentence

Paula Santilli 59 Chief Executive Officer, Latin America

Ronald Schellekens 58 Executive Vice President and Chief Human Resources Officer, PepsiCo

Kirk Tanner 54 Chief Executive Officer, PepsiCo Beverages North America

Eugene Willemsen 55 Chief Executive Officer, Africa, Middle East, South Asia

Becky Schmitt 50 Executive Vice President and Chief Human Resources Officer, PepsiCo

Eugene Willemsen 56 Chief Executive Officer, Africa, Middle East, South Asia and International Beverages

Steven Williams 58 Chief Executive Officer, PepsiCo Foods North America

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

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

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

Prior to joining PepsiCo in 1993, Mr.

Caulfield was a partner at the accounting firm Coopers & Lybrand.

Flavell has served as Executive Vice President, General Counsel and Corporate Secretary, PepsiCo since 2021.

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

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

Before joining PepsiCo in 2011, Mr.

6 unchanged sentences

Gallagher was Assistant Controller at Altria Corporate Services from 1992 to 2005 and, prior to that, a senior manager at Coopers & Lybrand.

Johnston was appointed Vice Chairman, PepsiCo in 2015 and Executive Vice President and Chief Financial Officer, PepsiCo in 2010.

In addition to providing strategic financial leadership for PepsiCo, Mr.

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

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

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

Johnston joined PepsiCo in 1987 as a Business Planner and held various finance positions until 1999 when he left to join Merck & Co., Inc.

as Vice President, Retail, a position which he held until he

rejoined PepsiCo in 2002.

Prior to joining PepsiCo in 1987, Mr.

Johnston was with General Electric Company in a variety of finance positions.

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

Ram Krishnan was appointed Chief Executive Officer, PepsiCo Beverages North America, effective February 2024.

Prior to that, Mr.

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

Krishnan served 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.

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

17 unchanged sentences

Previously, she served in various leadership positions at PepsiCo Mexico Foods, as President from 2017 to 2019, as Chief Operating Officer from 2016 to 2017 and as Vice President and General Manager from 2011 to 2016.

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 comprising Argentina, Uruguay and Paraguay.

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

comprising Argentina, Uruguay and Paraguay.

Santilli joined PepsiCo in 2001 following PepsiCo’s acquisition of the Quaker Oats Company.

At Quaker, she held various roles of increasing responsibility from 1992 to 2001, including running the regional Quaker Foods and Gatorade businesses in Argentina, Chile and Uruguay.

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

Prior to that, Mr.

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

Prior to joining Vodafone, Mr.

Schellekens was executive vice president, human resources for the global downstream division of Royal Dutch Shell Plc.

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

in various international, senior human resources roles, including assignments in Switzerland, Spain, South Africa, the United Kingdom and Poland, where he was most recently responsible for the Europe, Middle East & Africa region for PepsiCo Foods International.

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

in Human Resources.

Kirk Tanner was appointed Chief Executive Officer, PepsiCo Beverages North America, effective 2019.

Prior to that, Mr.

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

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

and Ireland from 2008 to 2009, Region Vice President of Frito-Lay North America’s Mountain region from 2005 to 2008, Region Vice President of Frito-Lay North America’s Mid-America region from 2002 to 2005 and Region Vice President of Frito-Lay North America’s California region from 2000 to 2002.

Eugene Willemsen was appointed Chief Executive Officer, Africa, Middle East, South Asia, effective 2019.

Previously he served as Chief Executive Officer, Sub-Saharan Africa in 2019 and as Executive Vice President, Global Categories and Franchise Management from 2015 to 2019.

Becky Schmitt was appointed Executive Vice President and Chief Human Resources Officer, PepsiCo, in June 2023.

Prior to that, Ms.

Schmitt served as executive vice president, chief people officer of Cognizant Technology Solutions Corp.

from 2020 to 2023.

Prior to joining Cognizant, Ms.

Schmitt served in various executive human resources roles at Walmart, Inc., including as senior vice president, chief people officer of Sam’s Club, a division of Walmart, from 2018 to 2020, senior vice president, chief people officer of U.S.

eCommerce and corporate functions from late 2016 to 2018, and vice president, human resources – technology from early 2016 to late 2016.

Prior to joining Walmart, Ms.

Schmitt spent over 20 years with Accenture plc in multiple senior human resources roles globally.

Eugene Willemsen was appointed Chief Executive Officer, Africa, Middle East, South Asia and International Beverages, effective February 2024.

Previously he served 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.

Before that, he led the global Pepsi-Lipton Joint Venture as President from 2014 to 2015.

11 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 3. Legal Proceedings