Obligation Pepsicoa 1% ( US713448DB10 ) en USD

Pepsicoa

100 % ⇌

Etas-Unis

US713448DB10 ( en USD )

1% par an ( paiement semestriel )

13/10/2017 - Obligation échue

Prospectus brochure de l'obligation PepsiCo US713448DB10 en USD 1%, échue

2 000 USD

450 000 000 USD

713448DB1

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 US713448DB10, paye un coupon de 1% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 13/10/2017

L'Obligation émise par Pepsicoa ( Etas-Unis ) , en USD, avec le code ISIN US713448DB10, 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 US713448DB10, a été notée A+ ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

424B2 1 a2226168z424b2.htm 424B2
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TABLE OF CONTENTS
CALCULATION OF REGISTRATION FEE

Title of Each Class of
Maximum Aggregate
Amount of
Securities Offered

Offering Price

Registration Fee(1)

Floating Rate Notes due 2017

$700,000,000

$70,490

1.000% Senior Notes due 2017

$450,000,000

$45,315

2.150% Senior Notes due 2020

$1,100,000,000

$110,770

4.450% Senior Notes due 2046

$750,000,000

$75,525

(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended.
Table of Contents
Filed Pursuant to Rule 424(b)(2)
File No. 333-197640
PROSPECTUS SUPPLEMENT
(To Prospectus Dated July 25, 2014)
$3,000,000,000
PepsiCo, Inc.
$700,000,000 Floating Rate Notes due 2017
$450,000,000 1.000% Senior Notes due 2017
$1,100,000,000 2.150% Senior Notes due 2020
$750,000,000 4.450% Senior Notes due 2046
We are offering $700,000,000 of our floating rate notes due 2017 (the "2017 floating rate notes"), $450,000,000 of our 1.000% senior notes due 2017 (the "2017 notes"),
$1,100,000,000 of our 2.150% senior notes due 2020 (the "2020 notes") and $750,000,000 of our 4.450% senior notes due 2046 (the "2046 notes" and, together with the 2017 notes and
the 2020 notes, the "fixed rate notes"). The 2017 floating rate notes and the fixed rate notes are collectively referred to herein as the "notes." The 2017 floating rate notes will bear
interest at a rate equal to three-month LIBOR plus 0.35% per annum and will mature on October 13, 2017. The 2017 notes will bear interest at a fixed rate of 1.000% per annum and
will mature on October 13, 2017. The 2020 notes will bear interest at a fixed rate of 2.150% per annum and will mature on October 14, 2020. The 2046 notes will bear interest at a
fixed rate of 4.450% per annum and will mature on April 14, 2046. We will pay interest on the 2017 floating rate notes on January 13, April 13, July 13 and October 13 of each year
until maturity, beginning on January 13, 2016. We will pay interest on the 2017 notes on April 13 and October 13 of each year until maturity, beginning on April 13, 2016. We will pay
interest on the 2020 notes on April 14 and October 14 of each year until maturity, beginning on April 14, 2016. We will pay interest on the 2046 notes on April 14 and October 14 of
each year until maturity, beginning on April 14, 2016. We may redeem some or all of any series of fixed rate notes at any time and from time to time at the redemption price for that
series described in this prospectus supplement. The notes will be unsecured obligations and rank equally with all of our other unsecured senior indebtedness from time to time
outstanding. The notes will be issued only in registered form in denominations of $2,000 and integral multiples of $1,000 in excess thereof.
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Investing in the notes involves risks. See "Risk Factors" and "Our Business Risks" included in our annual report on Form 10-K for
the fiscal year ended December 27, 2014, in our quarterly report on Form 10-Q for the 12 weeks ended March 21, 2015, in our quarterly
report on Form 10-Q for the 12 and 24 weeks ended June 13, 2015, and in our quarterly report on Form 10-Q for the 12 and 36 weeks
ended September 5, 2015, and "Our Business Risks" in Item 7 in Exhibit 99.1 to our current report on Form 8-K filed with the U.S.
Securities and Exchange Commission on October 7, 2015.

Proceeds, Before
Public Offering
Underwriting
Expenses, to

Price(1)

Discount(2)

PepsiCo, Inc.(1)

Per 2017 floating rate note

100.000%

0.150%

99.850%

2017 floating rate note total

$700,000,000

$1,050,000

$698,950,000

Per 2017 note

99.789%

0.150%

99.639%

2017 note total

$449,050,500

$675,000

$448,375,500

Per 2020 note

99.892%

0.350%

99.542%

2020 note total

$1,098,812,000

$3,850,000

$1,094,962,000

Per 2046 note

99.735%

0.875%

98.860%

2046 note total

$748,012,500

$6,562,500

$741,450,000

Total

$2,995,875,000

$12,137,500

$2,983,737,500

(1)
Plus accrued interest from October 14, 2015, if settlement occurs after that date.
(2)
The underwriters have agreed to reimburse us for certain expenses. See "Underwriting."
Neither the Securities and Exchange Commission nor any state securities commission has approved or 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 October 14, 2015.
Joint Book-Running Managers
BofA Merrill Lynch

Citigroup
Deutsche Bank Securities
Senior Co-Managers
BNP PARIBAS

Mizuho Securities

UBS Investment Bank
Co-Managers
ANZ Securities

Barclays

BNY Mellon Capital Markets, LLC

Lebenthal Capital Markets

PNC Capital Markets LLC
RBC Capital Markets

SOCIETE GENERALE

TD Securities

The Williams Capital Group, L.P.
The date of this prospectus supplement is October 8, 2015.
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 U.S. 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 contained 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.
TABLE OF CONTENTS

Page
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Prospectus Supplement

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-5
United States Federal Income Tax Considerations
S-13
Underwriting
S-17
Legal Opinions
S-20
Independent Registered Public Accounting Firm
S-21
Where You Can Find More Information
S-22
Prospectus

The Company
1
About this Prospectus

3
Where You Can Find More Information

3
Special Note on Forward-Looking Statements

4
Use of Proceeds

4
Ratio of Earnings to Fixed Charges

4
Description of Capital Stock

5
Description of Debt Securities

8
Description of Warrants

16
Description of Units

17
Forms of Securities

17
Validity of Securities

19
Independent Registered Public Accounting Firm

19
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 principal 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.
Table of Contents
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 that constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform
Act of 1995 (the "Reform Act"). Statements that constitute forward-looking statements within the meaning of the Reform Act are generally
identified through the inclusion of words such as "aim," "anticipate," "believe," "drive," "estimate," "expect," "expressed confidence," "forecast,"
"future," "goals," "guidance," "intend," "may," "objectives," "outlook," "plan," "position," "potential," "project," "seek," "should," "strategy,"
"target," "will" or similar statements or variations of such words and other similar expressions. 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. These forward-looking statements are based on currently available information, operating plans
and projections about future events and trends. They inherently involve risks and uncertainties that could cause actual results to differ materially
from those predicted in any such forward-looking statement. These risks and uncertainties include, but are not limited to, those described in "Risk
Factors" and "Our Business Risks" in our annual report on Form 10-K for the fiscal year ended December 27, 2014, our quarterly report on
Form 10-Q for the 12 weeks ended March 21, 2015, our quarterly report on Form 10-Q for the 12 and 24 weeks ended June 13, 2015, and our
quarterly report on Form 10-Q for the 12 and 36 weeks ended September 5, 2015, 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 October 7, 2015, and in any subsequent annual report on Form 10-K, quarterly report on
Form 10-Q or current report on Form 8-K incorporated by reference herein. Investors are cautioned not to place undue reliance on any such
forward-looking statements, which speak only as of the date they are made. We undertake no obligation to update any forward-looking statement,
whether as a result of new information, future events or otherwise. The discussion of risks included or incorporated by reference in this prospectus
supplement is by no means all-inclusive but is designed to highlight what we believe are important factors to consider when evaluating our future
performance.
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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 and the accompanying prospectus 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 applicable document.
S-1
Table of Contents
PEPSICO, INC.
PepsiCo, Inc. was incorporated in Delaware in 1919 and was reincorporated in North Carolina in 1986. We are a leading global food and
beverage company with a complementary portfolio of enjoyable brands, including Frito-Lay, Gatorade, Pepsi-Cola, Quaker and Tropicana.
Through our operations, authorized bottlers, contract manufacturers and other third parties, we make, market, distribute and sell a wide variety of
convenient and enjoyable beverages, foods and snacks, serving customers and consumers in more than 200 countries and territories.
Our Operations
We are organized into six reportable segments (also referred to as divisions), as follows:
1)
Frito-Lay North America (FLNA);
2)
Quaker Foods North America (QFNA);
3)
North America Beverages (NAB), which includes all of our beverage businesses in the United States and Canada (North America);
4)
Latin America, which includes all of our beverage, food and snack businesses in Latin America;
5)
Europe Sub-Saharan Africa (ESSA), which includes all of our beverage, food and snack businesses in Europe and Sub-Saharan
Africa; and
6)
Asia, Middle East and North Africa (AMENA), which includes all of our beverage, food and snack businesses in Asia, Middle East
and North Africa.
Frito-Lay North America
Either independently or in conjunction with third parties, FLNA makes, markets, distributes and sells 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 Santitas tortilla chips. FLNA's branded products are sold to independent distributors and retailers. In addition, FLNA's joint venture
with Strauss Group makes, markets, distributes and sells Sabra refrigerated dips and spreads.
Quaker Foods North America
Either independently or in conjunction with third parties, QFNA makes, markets, distributes and sells cereals, rice, pasta, dairy and other
branded products. QFNA's products include Quaker oatmeal, Aunt Jemima mixes and syrups, Quaker Chewy granola bars, Quaker grits, Cap'n
Crunch cereal, Life cereal, Rice-A-Roni side dishes, Quaker rice cakes, Quaker oat squares and Quaker natural granola. These branded products
are sold to independent distributors and retailers.
North America Beverages
Either independently or in conjunction with third parties, NAB makes, markets, distributes and sells beverage concentrates, fountain syrups
and finished goods under various beverage brands including Pepsi, Gatorade, Mountain Dew, Diet Pepsi, Aquafina, Diet Mountain Dew, Tropicana
Pure Premium, Sierra Mist and Mug. NAB also, either independently or in conjunction with third parties, makes, markets and sells ready-to-drink
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tea and coffee products through joint ventures with Unilever (under the Lipton brand name) and Starbucks, respectively. Further, NAB
manufactures and distributes certain brands licensed from Dr Pepper Snapple Group, Inc., including Dr Pepper, Crush and Schweppes, and certain
juice brands licensed from Dole Food Company, Inc. and Ocean Spray Cranberries, Inc. NAB
S-2
Table of Contents
operates its own bottling plants and distribution facilities and sells branded finished goods directly to independent distributors and retailers. NAB
also sells concentrate and finished goods for our brands to authorized and independent bottlers, who in turn sell our branded finished goods to
independent distributors and retailers in certain markets.
Latin America
Either independently or in conjunction with third parties, Latin America makes, markets, distributes and sells a number of snack food brands
including Doritos, Cheetos, Marias Gamesa, Ruffles, Emperador, Saladitas, Lay's, Rosquinhas Mabel, Elma Chips and Sabritas, as well as many
Quaker-branded cereals and snacks. Latin America also, either independently or in conjunction with third parties, makes, markets, distributes and
sells beverage concentrates, fountain syrups and finished goods under various beverage brands including Pepsi, 7UP, Gatorade, Mirinda, Diet 7UP,
Manzanita Sol and Diet Pepsi. These branded products are sold to authorized bottlers, independent distributors and retailers. Latin America also,
either independently or in conjunction with third parties, makes, markets and sells ready-to-drink tea through an international joint venture with
Unilever (under the Lipton brand name).
Europe Sub-Saharan Africa
Either independently or in conjunction with third parties, ESSA makes, markets, distributes and sells a number of leading snack food brands
including Lay's, Walkers, Doritos, Cheetos and Ruffles, as well as many Quaker-branded cereals and snacks, through consolidated businesses as
well as through noncontrolled affiliates. ESSA also, either independently or in conjunction with third parties, makes, markets, distributes and sells
beverage concentrates, fountain syrups and finished goods under various beverage brands including Pepsi, 7UP, Pepsi Max, Mirinda, Diet Pepsi
and Tropicana. These branded products are sold to authorized bottlers, independent distributors and retailers. In certain markets, however, ESSA
operates its own bottling plants and distribution facilities. ESSA also, either independently or in conjunction with third parties, makes, markets and
sells ready-to-drink tea products through an international joint venture with Unilever (under the Lipton brand name). In addition, ESSA makes,
markets, sells and distributes a number of leading dairy products including Domik v Derevne, Chudo and Agusha.
Asia, Middle East and North Africa
Either independently or in conjunction with third parties, AMENA makes, markets, distributes and sells a number of leading snack food
brands including Lay's, Kurkure, Chipsy, Doritos, Cheetos and Crunchy through consolidated businesses as well as through noncontrolled
affiliates. Further, either independently or in conjunction with third parties, AMENA makes, markets, distributes and sells many Quaker-branded
cereals and snacks. AMENA also makes, markets, distributes and sells beverage concentrates, fountain syrups and finished goods under various
beverage brands including Pepsi, Mirinda, 7UP, Mountain Dew, Aquafina and Tropicana. These branded products are sold to authorized bottlers,
independent distributors and retailers. However, in certain markets, AMENA operates its own bottling plants and distribution facilities. AMENA
also, either independently or in conjunction with third parties, makes, markets, distributes and sells ready-to-drink tea products through an
international joint venture with Unilever (under the Lipton brand name). Further, we license the Tropicana brand for use in China on co-branded
juice products in connection with a strategic alliance with Tingyi (Cayman Islands) Holding Corp.
S-3
Table of Contents
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth our ratio of earnings to fixed charges for the periods indicated. "Fixed charges" consist of interest expense,
capitalized interest, net amortization of debt premium/discount, and the interest portion of rent expense which is deemed to be representative of the
interest factor. The ratio of earnings to fixed charges is calculated as income from continuing operations, before provision for income taxes and
cumulative effect of accounting changes, where applicable, less net unconsolidated affiliates' interests, plus fixed charges (excluding capitalized
interest), plus amortization of capitalized interest, with the sum divided by fixed charges.

Year Ended

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36 Weeks Ended
September 5, 2015 December 27, 2014 December 28, 2013 December 29, 2012 December 31, 2011 December 25, 2010
7.60

8.49

8.84

8.53

9.29

8.65

USE OF PROCEEDS
The net proceeds to us from this offering are estimated to be approximately $2,984 million, after deducting underwriting discounts and
estimated offering expenses payable by us. We intend to use the net proceeds from this offering for general corporate purposes, including the
repayment of commercial paper.
S-4
Table of Contents
DESCRIPTION OF NOTES
General
The 2017 floating rate notes offered hereby will initially be limited to an aggregate principal amount of $700,000,000. The 2017 floating rate
notes will bear interest from October 14, 2015, or from the most recent interest payment date on which we have paid or provided for interest on the
2017 floating rate notes.
The 2017 floating rate notes will mature at 100% of their principal amount on October 13, 2017.
The 2017 notes offered hereby will initially be limited to an aggregate principal amount of $450,000,000, the 2020 notes offered hereby will
initially be limited to an aggregate principal amount of $1,100,000,000 and the 2046 notes offered hereby will initially be limited to an aggregate
principal amount of $750,000,000. The 2017 notes will bear interest from October 14, 2015, payable semi-annually on each April 13 and
October 13, beginning on April 13, 2016, to the persons in whose names the 2017 notes are registered at the close of business on each March 29
and September 28, as the case may be (whether or not a business day), immediately preceding such April 13 and October 13. The 2017 notes will
mature on October 13, 2017. The 2020 notes will bear interest from October 14, 2015, payable semi-annually on each April 14 and October 14,
beginning on April 14, 2016, to the persons in whose names the 2020 notes are registered at the close of business on each March 30 and
September 29, as the case may be (whether or not a business day), immediately preceding such April 14 and October 14. The 2020 notes will
mature on October 14, 2020. The 2046 notes will bear interest from October 14, 2015, payable semi-annually on each April 14 and October 14,
beginning on April 14, 2016, to the persons in whose names the 2046 notes are registered at the close of business on each March 30 and
September 29, as the case may be (whether or not a business day), immediately preceding such April 14 and October 14. The 2046 notes will
mature on April 14, 2046.
Each series of the notes is a single series of debt securities to be issued under an indenture dated May 21, 2007, between us and The Bank of
New York Mellon, as trustee. The indenture is more fully described in the accompanying prospectus.
The notes are not subject to any sinking fund.
We may, without the consent of the existing holders of a series of notes, issue additional notes of such series having the same terms (except
issue date, date from which interest accrues and, in some cases, the first interest payment date) so that the existing notes and the new notes of such
series form a single series under the indenture.
The notes will be issued only in registered form in denominations of $2,000 and integral multiples of $1,000 in excess thereof.
The 2017 floating rate notes will not be redeemable. We may redeem some or all of the notes of any series of fixed rate notes at any time and
from time to time at the redemption prices for such series described under "--Optional Redemption."
Defeasance
The notes of each series will be subject to defeasance and discharge (but not with respect to certain covenants) and to defeasance of certain
covenants as set forth in the indenture. See "Description of Debt Securities--Satisfaction, Discharge and Covenant Defeasance" in the
accompanying prospectus.
S-5
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Table of Contents
Description of Certain Provisions Applicable to the 2017 Floating Rate Notes
Calculation Agent
The Bank of New York Mellon will act as calculation agent for the 2017 floating rate notes under an Amended and Restated Calculation
Agency Agreement between the issuer and The Bank of New York Mellon dated as of May 10, 2011.
Interest Payment Dates
Interest on the 2017 floating rate notes will be payable quarterly in arrears on January 13, April 13, July 13 and October 13, commencing on
January 13, 2016 to the persons in whose names the notes are registered at the close of business on each December 29, March 29, June 28 and
September 28, as the case may be (whether or not a New York business day (as defined below)). If any interest payment date (other than the
maturity date or any earlier repayment date) falls on a day that is not a New York business day, the payment of interest that would otherwise be
payable on such date will be postponed to the next succeeding New York business day, except that if such New York business day falls in the next
succeeding calendar month, the applicable interest payment date will be the immediately preceding New York business day. If the maturity date or
any earlier repayment date of the 2017 floating rate notes falls on a day that is not a New York business day, the payment of principal, premium, if
any, and interest, if any, otherwise payable on such date will be postponed to the next succeeding New York business day, and no interest on such
payment will accrue from and after the maturity date or earlier repayment date, as applicable.
A "New York business day" is any day other than a Saturday, Sunday or other day on which commercial banks are required or permitted by
law, regulation or executive order to be closed in New York City.
Interest Reset Dates
The interest rate will be reset quarterly on January 13, April 13, July 13 and October 13, commencing on January 13, 2016. However, if any
interest reset date would otherwise be a day that is not a New York business day, such interest reset date will be the next succeeding day that is a
New York business day, except that if the next succeeding New York business day falls in the next succeeding calendar month, the applicable
interest reset date will be the immediately preceding New York business day.
Interest Periods and Interest Rate
The initial interest period will be the period from and including October 14, 2015 to but excluding the first interest reset date. The interest rate
in effect during the initial interest period will be equal to LIBOR plus 35 basis points, determined two London business days prior to October 14,
2015. A "London business day" is a day on which dealings in deposits in U.S. dollars are transacted in the London interbank market.
After the initial interest period, the interest periods will be the periods from and including an interest reset date to but excluding the
immediately succeeding interest reset date, except that the final interest period will be the period from and including the interest reset date
immediately preceding the maturity date to but excluding the maturity date. The interest rate per annum for the 2017 floating rate notes in any
interest period will be equal to LIBOR plus 35 basis points, as determined by the calculation agent. The interest rate in effect for the 15 calendar
days prior to any repayment date earlier than the maturity date will be the interest rate in effect on the fifteenth day preceding such earlier
repayment date.
S-6
Table of Contents
The interest rate on the 2017 floating rate notes will be limited to the maximum rate permitted by New York law, as the same may be modified
by United States law of general application.
Upon the request of any holder of 2017 floating rate notes, the calculation agent will provide the interest rate then in effect and, if determined,
the interest rate that will become effective on the next interest reset date.
The calculation agent will determine LIBOR for each interest period on the second London business day prior to the first day of such interest
period.
LIBOR, with respect to any interest determination date, will be the offered rate for deposits of U.S. dollars having a maturity of three months
that appears on "Reuters Page LIBOR 01" at approximately 11:00 a.m., London time, on such interest determination date. If on an interest
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determination date, such rate does not appear on the "Reuters Page LIBOR 01" as of 11:00 a.m., London time, or if "Reuters Page LIBOR 01" is
not available on such date, the calculation agent will obtain such rate from Bloomberg L.P.'s page "BBAM."
If no offered rate appears on "Reuters Page LIBOR 01" or Bloomberg L.P. page "BBAM" on an interest determination date, LIBOR will be
determined for such interest determination date on the basis of the rates at approximately 11:00 a.m., London time, on such interest determination
date at which deposits in U.S. dollars are offered to prime banks in the London inter-bank market by four major banks in such market selected by
PepsiCo, for a term of three months commencing on the applicable interest reset date and in a principal amount equal to an amount that in the
judgment of the calculation agent is representative for a single transaction in U.S. dollars in such market at such time. The calculation agent will
request the principal London office of each of such banks to provide a quotation of its rate. If at least two such quotations are provided, LIBOR for
such interest period will be the arithmetic mean of such quotations. If fewer than two such quotations are provided, LIBOR for such interest period
will be the arithmetic mean of the rates quoted at approximately 11:00 a.m. in New York City on such interest determination date by three major
banks in New York City, selected by PepsiCo, for loans in U.S. dollars to leading European banks, for a term of three months commencing on the
applicable interest reset date and in a principal amount equal to an amount that in the judgment of the calculation agent is representative for a
single transaction in U.S. dollars in such market at such time; provided, however, that if the banks so selected are not quoting as mentioned above,
the then-existing LIBOR rate will remain in effect for such interest period, or, if none, the interest rate will be the initial interest rate.
All percentages resulting from any calculation of any interest rate for the 2017 floating rate notes will be rounded, if necessary, to the nearest
one hundred thousandth of a percentage point, with five one-millionths of a percentage point rounded upward (e.g., 5.876545% (or .05876545)
would be rounded to 5.87655% (or .0587655)), and all U.S. dollar amounts will be rounded to the nearest cent, with one-half cent being rounded
upward. Each calculation of the interest rate on the 2017 floating rate notes by the calculation agent will (in the absence of manifest error) be final
and binding on the noteholders and PepsiCo.
Accrued Interest
Accrued interest on the 2017 floating rate notes will be calculated by multiplying the principal amount of the 2017 floating rate notes by an
accrued interest factor. This accrued interest factor will be computed by adding the interest factors calculated for each day in the period for which
interest is being paid. The interest factor for each day is computed by dividing the interest rate applicable to that day by 360. For these calculations,
the interest rate in effect on any reset date will be the applicable rate as reset on that date. The interest rate applicable to any other day is the
interest rate from the immediately preceding reset date or, if none, the initial interest rate.
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Description of Certain Provisions Applicable to the Fixed Rate Notes
Optional Redemption
The notes of each series of fixed rate notes will be redeemable as a whole or in part, at our option at any time and from time to time prior to
October 13, 2017 with respect to the 2017 notes (the maturity date of the 2017 notes), September 14, 2020 with respect to the 2020 notes (one
month prior to the maturity date of the 2020 notes) and October 14, 2045 with respect to the 2046 notes (six months prior to the maturity date of
the 2046 notes) at a redemption price equal to the greater of
(i) 100% of the principal amount of such notes of such series and
(ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon (exclusive of interest accrued to the
date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day
months) at the Treasury Rate plus 10 basis points with respect to the 2017 notes, 15 basis points with respect to the 2020 notes and 25 basis
points with respect to the 2046 notes
plus in each case accrued and unpaid interest to the date of redemption.
The 2020 notes and 2046 notes will be redeemable as a whole or in part, at our option at any time and from time to time on or after
September 14, 2020 with respect to the 2020 notes (one month prior to the maturity date of the 2020 notes) and October 14, 2045 with respect to
the 2046 notes (six months prior to the maturity date of the 2046 notes) at a redemption price equal to 100% of the principal amount of the notes
being redeemed, plus in each case accrued and unpaid interest to the date of redemption.
"Comparable Treasury Issue" means, with respect to any series of fixed rate notes, the United States Treasury security or securities selected by
an Independent Investment Banker as having an actual or interpolated maturity comparable to the remaining term of the notes of such series to be
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redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate
debt securities of a comparable maturity to the remaining term of such notes.
"Comparable Treasury Price" means, with respect to any redemption date for any series of fixed rate notes, (A) the average of the Reference
Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (B) if
the Independent Investment Banker obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.
"Independent Investment Banker" means one of the Reference Treasury Dealers appointed by us.
"Reference Treasury Dealer" means each of any four primary U.S. Government securities dealers in the United States of America selected by
us.
"Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date for any series of
fixed rate notes, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker by such Reference
Treasury Dealer at 3:30 p.m. New York time on the third business day preceding such redemption date.
"Treasury Rate" means, with respect to any redemption date for any series of fixed rate notes, the rate per annum equal to the semiannual
equivalent yield to maturity or interpolated (on a day count basis) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury
Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.
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Notice of any redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each holder of any series of
fixed rate notes to be redeemed. If fewer than all of a series of notes are to be redeemed, the particular notes of such series to be redeemed shall be
selected by the trustee by such method as the trustee shall deem fair and appropriate. If any note is to be redeemed only in part, the notice of
redemption that relates to such note shall state the principal amount thereof to be redeemed. A new note in principal amount equal to and in
exchange for the unredeemed portion of the principal of the note surrendered will be issued in the name of the holder of the note upon surrender of
the original note.
Unless we default in payment of the redemption price, on and after the redemption date interest will cease to accrue on the notes of a series or
portions thereof called for redemption.
Book-Entry System
The notes of each series will be issued in fully registered form in the name of Cede & Co., as nominee of The Depository Trust Company
("DTC"). One or more fully registered certificates will be issued as global notes in the aggregate principal amount of the notes of each series. Such
global notes will be deposited with or on behalf of DTC and may not be transferred except as a whole by DTC to a nominee of DTC or by a
nominee of DTC to DTC or another nominee of DTC or by DTC or any nominee to a successor of DTC or a nominee of such successor.
So long as DTC, or its nominee, is the registered owner of a global note, DTC or such nominee, as the case may be, will be considered the sole
owner or holder of the notes represented by such global note for all purposes under the indenture. Except as set forth in the accompanying
prospectus, owners of beneficial interests in a global note will not be entitled to have the notes represented by such global note registered in their
names, will not receive or be entitled to receive physical delivery of such notes in definitive form and will not be considered the owners or holders
thereof under the indenture. Accordingly, each person owning a beneficial interest in a global note must rely on the procedures of DTC for such
global note and, if such person is not a participant in DTC (as described below), on the procedures of the participant through which such person
owns its interest, to exercise any rights of a holder under the indenture.
Owners of beneficial interests in a global note may elect to hold their interests in such global note either in the United States through DTC or
outside the United States through Clearstream Banking, société anonyme ("Clearstream") or Euroclear Bank, S.A./N.V., or its successor, as
operator of the Euroclear System ("Euroclear"), if they are a participant of such system, or indirectly through organizations that are participants in
such systems. Interests held through Clearstream and Euroclear will be recorded on DTC's books as being held by the U.S. depositary for each of
Clearstream and Euroclear, which U.S. depositaries will in turn hold interests on behalf of their participants' customers' securities accounts.
Citibank, N.A. will act as depositary for Clearstream and JPMorgan Chase Bank, N.A. will act as depositary for Euroclear (in such capacities, the
"U.S. Depositaries").
As long as the notes of a series are represented by the global notes, we will pay principal of and interest on those notes to or as directed by
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DTC as the registered holder of the global notes. Payments to DTC will be in immediately available funds by wire transfer. DTC will credit the
relevant accounts of their participants on the applicable date. Neither we nor the trustee will be responsible for making any payments to participants
or customers of participants or for maintaining any records relating to the holdings of participants and their customers, and each person owning a
beneficial interest will have to rely on the procedures of the depositary and its participants.
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We have been advised by DTC, Clearstream and Euroclear, respectively, as follows:
DTC
DTC has advised us that it is a limited-purpose trust company organized under the New York Banking Law, a "banking organization" within
the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New
York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of
1934, as amended (the "Exchange Act"). DTC holds securities deposited with it by its participants and facilitates the settlement of transactions
among its participants in such securities through electronic computerized book-entry changes in accounts of the participants, thereby eliminating
the need for physical movement of securities certificates. DTC's participants include securities brokers and dealers, banks, trust companies,
clearing corporations and certain other organizations, some of whom (and/or their representatives) own DTC. Access to DTC's book-entry system
is also available to others, such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a
participant, either directly or indirectly. According to DTC, the foregoing information with respect to DTC has been provided to the financial
community for informational purposes only and is not intended to serve as a representation, warranty or contract modification of any kind.
Clearstream
Clearstream advises that it is incorporated under the laws of Luxembourg as a professional depositary. Clearstream holds securities for its
participating organizations ("Clearstream Participants") and facilitates the clearance and settlement of securities transactions between Clearstream
Participants through electronic book-entry changes in accounts of Clearstream Participants, thereby eliminating the need for physical movement of
certificates. Clearstream, Luxembourg provides to Clearstream Participants, among other things, services for safekeeping, administration,
clearance and settlement of internationally traded securities and securities lending and borrowing. Clearstream interfaces with domestic markets in
several countries. As a professional depositary, Clearstream is subject to regulation by the Luxembourg Commission for the Supervision of the
Financial Sector (Commission de Surveillance du Secteur Financier). Clearstream Participants are recognized financial institutions around the
world, including underwriters, securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations and may
include the underwriters. Indirect access to Clearstream is also available to others, such as banks, brokers, dealers and trust companies that clear
through or maintain a custodial relationship with a Clearstream Participant, either directly or indirectly.
Distributions with respect to interests in the notes held beneficially through Clearstream will be credited to cash accounts of Clearstream
Participants in accordance with its rules and procedures, to the extent received by the U.S. Depositary for Clearstream.
Euroclear
Euroclear advises that it was created in 1968 to hold securities for participants of Euroclear ("Euroclear Participants") and to clear and settle
transactions between Euroclear Participants through simultaneous electronic book-entry delivery against payment, thereby eliminating the need for
physical movement of certificates and any risk from lack of simultaneous transfers of securities and cash. Euroclear includes various other services,
including securities lending and borrowing and interfaces with domestic markets in several countries. Euroclear is operated by Euroclear
Bank S.A./N.V. (the "Euroclear Operator"). All operations are conducted by the Euroclear Operator, and all Euroclear securities clearance accounts
and Euroclear cash accounts are accounts with the Euroclear Operator. Euroclear Participants include banks (including central banks), securities
brokers and dealers and other professional financial intermediaries and may include the underwriters. Indirect access to Euroclear is
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also available to other firms that clear through or maintain a custodial relationship with a Euroclear Participant, either directly or indirectly.
The Terms and Conditions Governing Use of Euroclear and the related Operating Procedures of the Euroclear System, or the Euroclear Terms
and Conditions, and applicable Belgian law govern securities clearance accounts and cash accounts with the Euroclear Operator. Specifically, these
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