PepsiCo Senior Notes Offering.
On October 6, 2021, PepsiCo, Inc. (“PepsiCo”)
announced an offering of $1,250,000,000 of its 1.950% Senior Notes due 2031 (the “2031 Notes”), $750,000,000 of its 2.625%
Senior Notes due 2041 (the “2041 Notes”) and $1,000,000,000 of its 2.750% Senior Notes due 2051 (the “2051 Notes,”
and together with the 2031 Notes and 2041 Notes, the “Notes”). BofA Securities, Inc., Citigroup Global Markets Inc., Deutsche
Bank Securities Inc. and J.P. Morgan Securities LLC were joint book-running managers for the offering of the Notes.
PepsiCo received net proceeds of approximately
$2,968 million, after deducting underwriting discounts and estimated offering expenses payable by PepsiCo. The net proceeds will be used
for general corporate purposes, including the repurchase of outstanding indebtedness and the repayment of commercial paper.
The Notes were offered and sold pursuant to a
Terms Agreement (the “Terms Agreement”) dated October 6, 2021 (incorporating the PepsiCo, Inc. Underwriting Agreement Standard
Provisions dated as of November 18, 2019 (the “Standard Provisions”)) among PepsiCo and the representatives of the several
underwriters, under PepsiCo’s automatic shelf registration statement (the “Registration Statement”) on Form S-3 (File
No. 333-234767), filed with the Securities and Exchange Commission (the “SEC”) on November 18, 2019. PepsiCo has filed with
the SEC a prospectus supplement, dated October 6, 2021, together with the accompanying prospectus, dated November 18, 2019, relating to
the offer and sale of the Notes. The Notes were issued on October 21, 2021 pursuant to an Indenture (the “Indenture”) dated
as of May 21, 2007 between PepsiCo and The Bank of New York Mellon, as Trustee. The following table summarizes information about the Notes
and the offering thereof.
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1.950% Senior Notes due 2031
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2.625% Senior Notes due 2041
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2.750% Senior Notes due 2051
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Aggregate Principal Amount Offered:
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$1,250,000,000
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$750,000,000
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$1,000,000,000
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Maturity Date:
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October 21, 2031
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October 21, 2041
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October 21, 2051
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Interest Payment Dates:
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Semi-annually on each April 21 and October 21, commencing April 21, 2022
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Semi-annually on each April 21 and October 21, commencing April 21, 2022
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Semi-annually on each April 21 and October 21, commencing April 21, 2022
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Initial Interest Rate:
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—
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—
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—
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Coupon:
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1.950%
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2.625%
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2.750%
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Optional Redemption:
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Prior to July 21, 2031, make-whole call at Treasury rate plus 10 basis points; par call at any time on or after July 21, 2031
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Prior to April 21, 2041, make-whole call at Treasury rate plus 10 basis points; par call at any time on or after April 21, 2041
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Prior to April 21, 2051, make-whole call at Treasury rate plus 15 basis points; par call at any time on or after April 21, 2051
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Price to Public:
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99.630%
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99.845%
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99.352%
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The Notes are unsecured obligations of PepsiCo
and rank equally with all of PepsiCo’s other unsecured senior indebtedness. The Indenture also contains customary event of default
provisions.
The above description of the Terms Agreement,
the Indenture and the Notes is qualified in its entirety by reference to the Terms Agreement, the Indenture and the forms of Notes. Each
of the Terms Agreement, the Standard Provisions and the forms of the 2031 Note, 2041 Note and 2051 Note is incorporated by reference into
the Registration Statement and is filed with this Current Report on Form 8-K as Exhibit 1.1, Exhibit 1.2, Exhibit 4.1, Exhibit 4.2 and
Exhibit 4.3, respectively. The Board of Directors resolutions authorizing PepsiCo’s officers to establish the terms of the Notes
have been filed as Exhibit 4.7 to the Registration Statement. The Indenture has been filed as Exhibit 4.3 to the Registration Statement.
Opinions regarding the legality of the Notes are incorporated by reference into the Registration Statement and are filed with this Current
Report on Form 8-K as Exhibits 5.1 and 5.2; and consents relating to such incorporation of such opinions are incorporated by reference
into the Registration Statement and are filed with this Current Report on Form 8-K as Exhibits 23.1 and 23.2 by reference to their inclusion
within Exhibits 5.1 and 5.2, respectively.