What changed in this filing

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Item 3. Legal Proceedings

2025-02-04 compared with 2024-02-09 · 38 added, 25 removed, 66 unchanged (49% of the section changed)

Legal Proceedings.

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

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 15, 2023, the Attorney General of New York, on behalf of 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.

(the NYS Matter).

This matter was assigned to the Commercial Division of the New York State Supreme Court – Erie County.

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.

• 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.

The lawsuits mentioned above do not specify the amount of damages sought and we believe we have strong defenses to each of the respective 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.

While the results of the NYS 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.

See also “Item 1.

9 unchanged sentences

Gallagher 65 Senior Vice President and Controller, PepsiCo

Ram Krishnan 53 Chief Executive Officer, PepsiCo Beverages North America

Ram Krishnan 54 Chief Executive Officer, U.S.

Laguarta 61 Chairman of the Board of Directors and Chief Executive Officer, PepsiCo

Silviu Popovici 56 Chief Executive Officer, Europe

Paula Santilli 59 Chief Executive Officer, Latin America

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

Silviu Popovici 57 Chief Executive Officer, Europe, Middle East and Africa

Paula Santilli 60 Chief Executive Officer, Latin America Foods

Becky Schmitt 51 Executive Vice President and Chief People Officer, PepsiCo

Eugene Willemsen 57 Chief Executive Officer, International Franchise Beverages

Steven Williams 59 Chief Executive Officer, North America

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

4 unchanged sentences

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

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.

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.

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.

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

As previously announced, Ms.

Gallagher will retire from PepsiCo, effective May 3, 2025.

Ram Krishnan was appointed Chief Executive Officer, U.S.

Beverages, effective January 2025.

Prior to that, Mr.

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 served as Chief Executive Officer, 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.

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.

9 unchanged sentences

Laguarta has served as a director of Visa Inc.

Silviu Popovici was appointed Chief Executive Officer, Europe, effective 2019.

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

Silviu Popovici was appointed Chief Executive Officer, Europe, Middle East and Africa, effective January 2025.

Prior to this role, he served as Chief Executive Officer, Europe 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.

Popovici previously served as President, Russia, Ukraine and CIS (The Commonwealth of Independent States) from 2015 to 2017, and as President, PepsiCo Russia from 2013 to 2015.

Popovici joined PepsiCo in 2011 following PepsiCo’s acquisition of Wimm-Bill-Dann Foods OJSC (WBD) and served as General Manager, WBD Foods Division from 2011 until 2012.

Prior to the acquisition, Mr.

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 America, effective 2019.

Paula Santilli was appointed Chief Executive Officer, Latin America Foods, effective January 2025.

Prior to this role, Ms.

Santilli served as Chief Executive Officer, Latin America from 2019 to 2024.

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.

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

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

Prior to that, Ms.

6 unchanged sentences

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.

Eugene Willemsen was appointed Chief Executive Officer, International Franchise Beverages, effective January 2025.

Previously, he served as Chief Executive Officer, Africa, Middle East, South Asia 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.

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

2 unchanged sentences

Willemsen joined PepsiCo in 1995 as a business development manager.

Steven Williams was appointed Chief Executive Officer, PepsiCo Foods North America, effective 2019.

Steven Williams was appointed Chief Executive Officer, North America, effective January 2025.

Prior to this role, Mr.

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

Previously, Mr.

Williams served in leadership positions for Frito-Lay’s U.S.

5 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