Obligation Pepsicoa 2.5% ( US713448BT46 ) en USD

Pepsicoa

100 % ⇌

Etas-Unis

US713448BT46 ( en USD )

2.5% par an ( paiement semestriel )

10/05/2016 - Obligation échue

Prospectus brochure de l'obligation PepsiCo US713448BT46 en USD 2.5%, échue

2 000 USD

1 000 000 000 USD

713448BT4

A ( Qualité moyenne supérieure )

A1 ( Qualité moyenne supérieure )

PepsiCo est une multinationale américaine de boissons et d'en-cas, produisant des marques emblématiques telles que Pepsi, Lay's, Gatorade et Quaker Oats.

L'Obligation émise par Pepsicoa ( Etas-Unis ) , en USD, avec le code ISIN US713448BT46, paye un coupon de 2.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 10/05/2016

L'Obligation émise par Pepsicoa ( Etas-Unis ) , en USD, avec le code ISIN US713448BT46, a été notée A1 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par Pepsicoa ( Etas-Unis ) , en USD, avec le code ISIN US713448BT46, a été notée A ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

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Table of Contents

Filed pursuant to Rule 424(b)(2)
File No. 333-154314

CALCULATION OF REGISTRATION FEE

Title of each class

Maximum Aggregate

Amount of
of securities offered

Offering Price

Registration Fee(1)
Floating Rate Notes due 2013

$ 750,000,000

$ 87,075
2.500% Senior Notes due 2016

$ 1,000,000,000

$ 116,100

(1) Calculated in accordance with Rule 457(r)

PROSPECTUS SUPPLEMENT
(To Prospectus Dated October 15, 2008)

$1,750,000,000
PepsiCo, Inc.

$750,000,000 Floating Rate Notes due 2013
$1,000,000,000 2.500% Senior Notes due 2016

We are offering $750,000,000 of our floating rate notes due 2013 (the "2013 floating rate notes") and
$1,000,000,000 of our 2.500% senior notes due 2016 (the "2016 notes"). The 2013 floating rate notes and the
2016 notes are collectively referred to herein as the "notes." The 2013 floating rate notes will bear interest at a rate
equal to three-month LIBOR plus 0.080% per annum and will mature on May 10, 2013. We will pay interest on the
2013 floating rate notes on February 10, May 10, August 10 and November 10 of each year until maturity,
beginning on August 10, 2011. The 2016 notes will bear interest at a fixed rate of 2.500% per annum and will
mature on May 10, 2016. We will pay interest on the 2016 notes on May 10 and November 10 of each year until
maturity, beginning on November 10, 2011. We may redeem some or all of the 2016 notes at any time and from
time to time at the redemption price for the 2016 notes described in this prospectus supplement. The notes will be
unsecured obligations and rank equally with all of our other unsecured senior indebtedness. The notes will be
issued only in registered form in denominations of $2,000 and integral multiples of $1,000 in excess thereof. The
offering and sale of each series of notes is not conditioned on the sale of any other series of notes.

Investing in the notes involves risks. See "Risk Factors" included in our annual report
on Form 10-K for the fiscal year ended December 25, 2010 and in our quarterly report on
Form 10-Q for the 12 weeks ended March 19, 2011 and "Our Business Risks" in Item 7 in
Exhibit 99.1 to our current report on Form 8-K filed with the Securities and Exchange
Commission on March 31, 2011.

Proceeds Before

Public Offering
Underwriting
Expenses, to

Price(1)
Discount(2)
PepsiCo, Inc.

Per 2013 floating rate note

100.000 %
0.140 %
99.860 %
2013 floating rate note total
$ 750,000,000 $ 1,050,000 $ 748,950,000
Per 2016 note

99.907 %
0.350 %
99.557 %
2016 note total
$ 999,070,000 $ 3,500,000 $ 995,570,000
Total
$ 1,749,070,000 $ 4,550,000 $ 1,744,520,000

(1) Plus accrued interest from May 10, 2011, if settlement occurs after that date.

(2) See "Underwriting."

Neither the Securities and Exchange Commission nor any state securities commission has approved or
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disapproved of these securities or determined if this prospectus supplement or the accompanying
prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The notes will not be listed on any securities exchange. Currently there is no public market for the notes.

The notes will be ready for delivery in book-entry form only through The Depository Trust Company,
Clearstream Banking, société anonyme, and Euroclear Bank, S.A./N.V., as operator of the Euroclear System,
against payment in New York, New York on or about May 10, 2011.

Joint Book-Running Managers

BofA Merrill Lynch

Citi

RBS

Senior Co-Managers

BBVA

HSBC

Junior Co-Managers

ANZ Securities Mizuho Securities TD Securities The Williams Capital
Group, L.P.

The date of this prospectus supplement is May 3, 2011
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Table of Contents

We have not authorized anyone to provide any information other than that contained or
incorporated by reference in this prospectus supplement, the accompanying prospectus or in any free
writing prospectus filed by us with the Securities and Exchange Commission (the "SEC"). We take no
responsibility for, and can provide no assurance as to the reliability of, any other information that others
may give you. We are not, and the underwriters are not, making an offer to sell the notes in any
jurisdiction where the offer and sale is not permitted. You should not assume that the information in
this prospectus supplement, the accompanying prospectus, any free writing prospectus or any document
incorporated by reference is accurate as of any date other than their respective dates. Our business,
financial condition, results of operations and prospects may have changed since those dates.

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TABLE OF CONTENTS

Prospectus Supplement

Page

Special Note on Forward-Looking Statements and Risk Factors
S-1
PepsiCo, Inc.
S-2
Ratio of Earnings to Fixed Charges
S-4
Use of Proceeds
S-4
Description of Notes
S-4
Material United States Federal Tax Considerations
S-10
Underwriting
S-14
Legal Opinions
S-17
Independent Registered Public Accounting Firm
S-17
Where You Can Find More Information
S-17

Prospectus

Page

The Company
1
About this Prospectus
2
Where You Can Find More Information
2
Special Note on Forward-Looking Statements
3
Use of Proceeds
3
Ratio of Earnings to Fixed Charges
4
Description of Capital Stock
5
Description of Debt Securities
8
Description of Guarantees of Debt Securities
15
Description of Warrants
16
Description of Units
16
Forms of Securities
17
Validity of Securities
18
Independent Registered Public Accounting Firm
18

As used in this prospectus supplement, unless otherwise specified or where it is clear from the
context that the term only means issuer, the terms "PepsiCo," the "Company," "we," "us," and "our"
refer to PepsiCo, Inc. and its consolidated subsidiaries. Our executive offices are located at 700
Anderson Hill Road, Purchase, New York 10577 and our telephone number is (914) 253-2000. We
maintain a website at www.pepsico.com where general information about us is available. We are not
incorporating the contents of the website into this prospectus supplement or the accompanying
prospectus.

It is expected that delivery of the notes will be made against payment therefor on or about the date
specified on the cover page of this prospectus supplement, which is the fifth business day following the
date of this prospectus supplement (such settlement date being referred to as "T+5"). See
"Underwriting."

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SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS AND RISK FACTORS

Certain sections of this prospectus supplement, including the documents incorporated by reference
herein, contain statements reflecting our views about our future performance and constitute "forward-
looking statements" under the Private Securities Litigation Reform Act of 1995 (the "Reform Act").
The Reform Act provides a safe harbor for forward-looking statements made by us or on our behalf.
We and our representatives may, from time to time, make written or oral forward-looking statements,
including statements contained in our filings with the SEC and in our reports to stockholders.
Generally, the inclusion of the words "believe," "expect," "intend," "estimate," "project," "anticipate,"
"will" and similar expressions identify statements that constitute forward-looking statements. All
statements addressing our future operating performance, and statements addressing events and
developments that we expect or anticipate will occur in the future, are forward-looking statements
within the meaning of the Reform Act. The forward-looking statements are and will be based upon
management's then-current views and assumptions regarding future events and operating performance,
and are applicable only as of the dates of such statements. We undertake no obligation to update or
revise any forward-looking statements, whether as a result of new information, future events, or
otherwise.

These views involve risks and uncertainties that are difficult to predict and, accordingly, our actual
results may differ materially from the results discussed in such forward-looking statements. Readers
should consider the various factors that may affect our performance, including those discussed in our
annual report on Form 10-K for the fiscal year ended December 25, 2010, in our quarterly report on
Form 10-Q for the 12 weeks ended March 19, 2011 and in "Our Business Risks" in Item 7 in
Exhibit 99.1 to our current report on Form 8-K filed with the SEC on March 31, 2011.

We have not authorized anyone to provide any information other than that contained in this
prospectus supplement, the accompanying prospectus, the documents incorporated by reference
herein and therein and any free writing prospectus filed by us with the SEC. We take no
responsibility for, and can provide no assurance as to the reliability of, any other information
that others may give you.

We are offering to sell, and seeking offers to buy, the notes described in this prospectus supplement
only where offers and sales are permitted. Since information that we file with the SEC in the future will
automatically update and supersede information contained in this prospectus supplement and the
accompanying prospectus, you should not assume that the information contained herein or therein is
accurate as of any date other than the date on the front of the document.

S-1
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PEPSICO, INC.

We are a leading global food, snack and beverage company. Our brands -- which include Quaker
Oats, Tropicana, Gatorade, Lay's and Pepsi -- are household names that stand for quality throughout
the world. As a global company, we also have strong regional brands such as Walkers, Gamesa and
Sabritas. Either independently or through contract manufacturers, we make, market and sell a variety of
convenient, enjoyable and wholesome foods and beverages in over 200 countries. Our portfolio
includes oat, rice and grain-based foods, as well as carbonated and non-carbonated beverages. Our
largest operations are in North America (United States and Canada), Mexico, Russia and the United
Kingdom.

Our Divisions

We are organized into four business units, as follows:

1. PepsiCo Americas Foods, which includes Frito-Lay North America (FLNA), Quaker Foods
North America (QFNA) and all of our Latin American food and snack businesses (LAF),
including our Sabritas and Gamesa businesses in Mexico;

2. PepsiCo Americas Beverages (PAB), which includes PepsiCo Beverages Americas and Pepsi
Beverages Company;

3. PepsiCo Europe, which includes all beverage, food and snack businesses in Europe; and

4. PepsiCo Asia, Middle East and Africa (AMEA), which includes all beverage, food and snack
businesses in AMEA.

Our four business units are comprised of six reportable segments (referred to as divisions), as
follows:

·

FLNA,

·

QFNA,

·

LAF,

·

PAB,

·

Europe,
and

·

AMEA.

Frito-Lay North America

Either independently or through contract manufacturers, FLNA makes, markets, sells and
distributes branded snack foods. These foods include Lay's potato chips, Doritos tortilla chips, Cheetos
cheese flavored snacks, Tostitos tortilla chips, branded dips, Ruffles potato chips, Fritos corn chips and
SunChips multigrain snacks. FLNA branded products are sold to independent distributors and retailers.
In addition, FLNA's joint venture with Strauss Group makes, markets, sells and distributes Sabra
refrigerated dips and spreads.

Quaker Foods North America

Either independently or through contract manufacturers, QFNA makes, markets and sells cereals,
rice, pasta and other branded products. QFNA's products include Quaker oatmeal, Aunt Jemima mixes
and syrups, Quaker Chewy granola bars, Cap'n Crunch cereal, Quaker grits, Life cereal, Rice-A-Roni,
Quaker rice cakes, Pasta Roni and Near East side dishes. These branded products are sold to
independent distributors and retailers.

Latin America Foods

Either independently or through contract manufacturers, LAF makes, markets and sells a number of
snack food brands including Doritos, Marias Gamesa, Cheetos, Ruffles, Emperador, Saladitas, Sabritas
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and Lay's, as

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well as many Quaker-brand cereals and snacks. These branded products are sold to independent
distributors and retailers.

PepsiCo Americas Beverages

Either independently or through contract manufacturers, PAB makes, markets, sells and distributes
beverage concentrates, fountain syrups and finished goods, under various beverage brands including
Pepsi, Mountain Dew, Gatorade, 7UP (outside the U.S.), Tropicana Pure Premium, Electropura, Sierra
Mist, Epura and Mirinda. PAB also, either independently or through contract manufacturers, makes,
markets and sells ready-to-drink tea, coffee and water products through joint ventures with Unilever
(under the Lipton brand name) and Starbucks. In addition, PAB licenses the Aquafina water brand to its
independent bottlers and markets this brand. Furthermore, PAB manufactures and distributes certain
brands licensed from Dr Pepper Snapple Group, Inc., including Dr Pepper and Crush. PAB sells
concentrate and finished goods for some of these brands to authorized bottlers, and some of these
branded finished goods are sold directly by us to independent distributors and retailers. The bottlers sell
our brands as finished goods to independent distributors and retailers.

Europe

Either independently or through contract manufacturers, Europe makes, markets and sells a number
of leading snack foods including Lay's, Walkers, Doritos, Cheetos and Ruffles, as well as many
Quaker-brand cereals and snacks, through consolidated businesses as well as through noncontrolled
affiliates. Europe also, either independently or through contract manufacturers, makes, markets and
sells beverage concentrates, fountain syrups and finished goods under various beverage brands
including Pepsi, 7UP and Tropicana. These branded products are sold to authorized bottlers,
independent distributors and retailers. In certain markets, however, Europe operates its own bottling
plants and distribution facilities. In addition, Europe licenses the Aquafina water brand to certain of its
authorized bottlers. Europe also, either independently or through contract manufacturers, makes,
markets and sells ready-to-drink tea products through an international joint venture with Unilever
(under the Lipton brand name).

Asia, Middle East & Africa

AMEA makes, markets and sells a number of leading snack food brands including Lay's, Chipsy,
Kurkure, Doritos, Cheetos and Smith's, through consolidated businesses as well as through
noncontrolled affiliates. Further, either independently or through contract manufacturers, AMEA
makes, markets and sells many Quaker-brand cereals and snacks. AMEA also makes, markets and sells
beverage concentrates, fountain syrups and finished goods, under various beverage brands including
Pepsi, Mirinda, 7UP and Mountain Dew. These branded products are sold to authorized bottlers,
independent distributors and retailers. However, in certain markets, AMEA operates its own bottling
plants and distribution facilities. In addition, AMEA licenses the Aquafina water brand to certain of its
authorized bottlers. AMEA also, either independently or through contract manufacturers, makes,
markets and sells ready-to-drink tea products through an international joint venture with Unilever
(under the Lipton brand name).

Acquisition of Wimm-Bill-Dann Foods OJSC

On February 3, 2011, we announced that we had completed the previously announced acquisition
of ordinary shares, American Depositary Shares, and Global Depositary Shares of Wimm-Bill-Dann
Foods OJSC, a company incorporated in the Russian Federation (WBD), which represent in the
aggregate approximately 66% of WBD's outstanding ordinary shares, pursuant to the purchase
agreement dated December 1, 2010 between PepsiCo and certain selling shareholders of WBD for
approximately $3.8 billion. The acquisition increased PepsiCo's total ownership of WBD to
approximately 77%. We have launched tender offers in the United States and Russia to acquire for cash
the remaining outstanding equity interests in WBD. The tender offer in the United States is currently
expected to expire on May 16, 2011 and the tender offer in Russia is currently expected to expire on
May 19, 2011, in each case unless extended.

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