Effective May 28,
2021, PepsiCo, Inc. (“PepsiCo”) terminated the $3,750,000,000 364-day unsecured revolving credit agreement, dated
as of June 1, 2020, among PepsiCo, as borrower, the lenders party thereto, and Citibank, N.A., as administrative agent (the “2020
364-Day Credit Agreement”). There were no outstanding borrowings under the 2020 364-Day Credit Agreement at the time of its
termination.
On May 28, 2021,
PepsiCo entered into a new $3,750,000,000 364-day unsecured revolving credit agreement (the “2021 364-Day Credit Agreement”)
among PepsiCo, as borrower, the lenders party thereto, and Citibank, N.A., as administrative agent. The 2021 364-Day Credit Agreement
enables PepsiCo and its borrowing subsidiaries to borrow up to $3,750,000,000 in U.S. Dollars and/or Euros, subject to customary terms
and conditions, and expires on May 27, 2022. PepsiCo may also, upon the agreement of either the then existing lenders or of additional
banks not currently party to the 2021 364-Day Credit Agreement, increase the commitments under the 2021 364-Day Credit Agreement to up
to $4,500,000,000 in U.S. Dollars and/or Euros. PepsiCo may request renewal of the 2021 364-Day Credit Agreement for an additional 364-day
period or convert any amounts outstanding into a term loan for a period of up to one year, which term loan would mature no later than
the anniversary of the then effective termination date. Subject to certain conditions stated in the 2021 364-Day Credit Agreement, PepsiCo
and its borrowing subsidiaries may borrow, prepay and reborrow amounts under the 2021 364-Day Credit Agreement at any time during the
term of the 2021 364-Day Credit Agreement. Funds borrowed under the 2021 364-Day Credit Agreement may be used for general corporate purposes
of PepsiCo and its subsidiaries. The 2021 364-Day Credit Agreement contains customary representations and warranties and events of default.
In the ordinary course of their respective businesses, the lenders under the 2021 364-Day Credit Agreement and their affiliates have engaged,
and may in the future engage, in commercial banking and/or investment banking transactions with PepsiCo and its affiliates.
Effective May 28,
2021, PepsiCo terminated the $3,750,000,000 five-year unsecured revolving credit agreement, dated as of June 3, 2019, among PepsiCo,
as borrower, the lenders party thereto, and Citibank, N.A., as administrative agent (the “2019 Five Year Credit Agreement”).
There were no outstanding borrowings under the 2019 Five Year Credit Agreement at the time of its termination.
On May 28, 2021,
PepsiCo entered into a new $3,750,000,000 five-year unsecured revolving credit agreement (the “2021 Five Year Credit Agreement”)
among PepsiCo, as borrower, the lenders party thereto, and Citibank, N.A., as administrative agent. The 2021 Five Year Credit Agreement
enables PepsiCo and its borrowing subsidiaries to borrow up to $3,750,000,000 in U.S. Dollars and/or Euros, including a $750,000,000 swing
line subfacility for Euro-denominated borrowings permitted to be borrowed on a same-day basis, subject to customary terms and conditions,
and expires on May 28, 2026. PepsiCo may also, upon the agreement of either the then existing lenders or of additional banks not
currently party to the 2021 Five Year Credit Agreement, increase the commitments under the 2021 Five Year Credit Agreement to up to $4,500,000,000
in U.S. Dollars and/or Euros. PepsiCo may, once a year, request renewal of the 2021 Five Year Credit Agreement for an additional one year
period. Subject to certain conditions stated in the 2021 Five Year Credit Agreement, PepsiCo and its borrowing subsidiaries may borrow,
prepay and reborrow amounts under the 2021 Five Year Credit Agreement at any time during the term of the 2021 Five Year Credit Agreement.
Funds borrowed under the 2021 Five Year Credit Agreement may be used for general corporate purposes of PepsiCo and its subsidiaries. The
2021 Five Year Credit Agreement contains customary representations and warranties and events of default. In the ordinary course of their
respective businesses, the lenders under the 2021 Five Year Credit Agreement and their affiliates have engaged, and may in the future
engage, in commercial banking and/or investment banking transactions with PepsiCo and its affiliates.
The foregoing descriptions
of the 2021 364-Day Credit Agreement and 2021 Five Year Credit Agreement do not purport to be complete and are qualified in their entirety
by reference to the full text of the 2021 364-Day Credit Agreement and the 2021 Five Year Credit Agreement, as applicable, which are filed
as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K and incorporated by reference herein.