Effective June 1, 2020, PepsiCo, Inc. (“PepsiCo”)
terminated the $3,750,000,000 364-Day 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 364-Day Credit Agreement”). There were no outstanding
borrowings under the 2019 364-Day Credit Agreement at the time of its termination.
On June 1, 2020, PepsiCo entered into
a new $3,750,000,000 364-day unsecured revolving credit agreement (the “2020 364-Day Credit Agreement”)
among PepsiCo, as borrower, the lenders party thereto, and Citibank, N.A., as administrative agent. The 2020 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 31, 2021. PepsiCo may also, upon the agreement of either the then
existing lenders or of additional banks not currently party to the 2020 364-Day Credit Agreement, increase the commitments
under the 2020 364-Day Credit Agreement to up to $4,500,000,000 in U.S. Dollars and/or Euros. PepsiCo may request renewal of the 2020 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 2020 364-Day Credit Agreement, PepsiCo and its borrowing subsidiaries may borrow, prepay and
reborrow amounts under the 2020 364-Day Credit Agreement at any time during the term of the 2020 364-Day Credit Agreement.
Funds borrowed under the 2020 364-Day Credit Agreement may be used for general corporate purposes of PepsiCo and its
subsidiaries. The 2020 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 2020 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.
The 2020 364-Day Credit Agreement is in
addition to the existing $3,750,000,000 five-year unsecured revolving credit agreement (the “2019 Five-Year Credit Agreement”),
dated as of June 3, 2019, among PepsiCo, as borrower, the lenders party thereto, and Citibank, N.A., as administrative agent, which
remains outstanding. As of the date of this Current Report on Form 8-K, there were no outstanding borrowings under the 2020 364-Day
Credit Agreement or the 2019 Five-Year Credit Agreement.
The foregoing descriptions of the 2020 364-Day
Credit Agreement and 2019 Five-Year Credit Agreement do not purport to be complete and are qualified in their entirety by reference
to the full text of the 2020 364-Day Credit Agreement and the 2019 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.