Obligation Pepsicoa 3% ( US713448BW74 ) en USD

Pepsicoa

100 % ▲

Etas-Unis

US713448BW74 ( en USD )

3% par an ( paiement semestriel )

25/08/2021 - Obligation échue

Prospectus brochure de l'obligation PepsiCo US713448BW74 en USD 3%, échue

2 000 USD

750 000 000 USD

713448BW7

N/A

N/A

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, identifiée par le code ISIN US713448BW74 et le code CUSIP 713448BW7, est un instrument de dette émis par PepsiCo, un géant mondial de l'alimentation et des boissons, reconnu pour son portefeuille diversifié de marques emblématiques telles que Pepsi, Lay's, Gatorade, Quaker et Tropicana, et pour sa solide position financière sur les marchés internationaux. Cette émission, libellée en Dollars Américains (USD), provenait des États-Unis et représentait un montant total de 750 000 000 USD. Les investisseurs ayant acquis cette obligation bénéficiaient d'un taux d'intérêt nominal de 3%, avec des paiements de coupons effectués deux fois par an (fréquence de paiement semestrielle). L'investissement minimal requis pour participer à cette émission était de 2 000 USD. Ayant une date de maturité fixée au 25 août 2021, cette obligation a atteint son terme et a été intégralement remboursée à sa valeur nominale de 100%, signifiant que les porteurs ont récupéré leur capital investi à la date d'échéance, confirmant la fiabilité de PepsiCo en tant qu'émetteur.

e424b2
http://www.sec.gov/Archives/edgar/data/77476/000095012311079736/y...
424B2 1 y92399b2e424b2.htm 424B2
1 of 44
8/24/2011 4:16 PM

e424b2
http://www.sec.gov/Archives/edgar/data/77476/000095012311079736/y...
Table of Contents

CALCULATION OF REGISTRATION FEE

Title of each class

Maximum Aggregate

Amount of
of securities offered

Offering Price

Registration Fee(1)
0.800% Senior Notes due 2014

$500,000,000

$58,050
3.000% Senior Notes due 2021

$750,000,000

$87,075

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

Filed pursuant to Rule 424(b)(2)
File No. 333-154314
PROSPECTUS SUPPLEMENT
(To Prospectus Dated October 15, 2008)

$1,250,000,000

$500,000,000 0.800% Senior Notes due 2014
$750,000,000 3.000% Senior Notes due 2021

We are offering $500,000,000 of our 0.800% senior notes due 2014 (the "2014 notes") and $750,000,000 of
our 3.000% senior notes due 2021 (the "2021 notes"). The 2014 notes and the 2021 notes are collectively referred
to herein as the "notes." The 2014 notes will bear interest at a fixed rate of 0.800% per annum and will mature on
August 25, 2014. The 2021 notes will bear interest at a fixed rate of 3.000% per annum and will mature on
August 25, 2021. We will pay interest on each of the 2014 notes and the 2021 notes on February 25 and August 25 of
each year until maturity, beginning on February 25, 2012. We may redeem some or all of the notes at any time and
from time to time at the redemption prices for the 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, in our Quarterly
Report on Form 10-Q for the 24 weeks ended June 11, 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 2014 note

99.609%

0.250%

99.359%
2014 note total

$ 498,045,000

$1,250,000

$ 496,795,000
Per 2021 note

99.393%

0.450%

98.943%
2021 note total

$ 745,447,500

$3,375,000

$ 742,072,500
Total
$1,243,492,500 $4,625,000 $1,238,867,500

(1) Plus accrued interest from August 29, 2011, if settlement occurs after that date.

(2) 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
2 of 44
8/24/2011 4:16 PM

e424b2
http://www.sec.gov/Archives/edgar/data/77476/000095012311079736/y...
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 August 29, 2011. See "Underwriting -- T+5 Settlement Cycle."

Joint Book-Running Managers

BNP PARIBAS
Deutsche Bank Securities
Morgan Stanley

Co-Managers

BBVA
HSBC
US Bancorp

The date of this prospectus supplement is August 22, 2011
3 of 44
8/24/2011 4:16 PM

e424b2
http://www.sec.gov/Archives/edgar/data/77476/000095012311079736/y...
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.
i
4 of 44
8/24/2011 4:16 PM

e424b2
http://www.sec.gov/Archives/edgar/data/77476/000095012311079736/y...

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-9
Underwriting
S-12
Legal Opinions
S-15
Independent Registered Public Accounting Firm
S-15
Where You Can Find More Information
S-15

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."
ii
5 of 44
8/24/2011 4:16 PM

e424b2
http://www.sec.gov/Archives/edgar/data/77476/000095012311079736/y...
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 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 under "Risk Factors" 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 24 weeks
ended June 11, 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
6 of 44
8/24/2011 4:16 PM

e424b2
http://www.sec.gov/Archives/edgar/data/77476/000095012311079736/y...
Table of Contents

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);

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 and Lay's, as
S-2
7 of 44
8/24/2011 4:16 PM

e424b2
http://www.sec.gov/Archives/edgar/data/77476/000095012311079736/y...
Table of Contents
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).
S-3
8 of 44
8/24/2011 4:16 PM

e424b2
http://www.sec.gov/Archives/edgar/data/77476/000095012311079736/y...
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, amortization of debt discount, and the interest portion of net 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.

24 Weeks Ended

Year Ended
June 11, 2011
December 25, 2010 December 26, 2009 December 27, 2008 December 29, 2007 December 30, 2006

9.73

8.65
15.48
15.82
22.01
19.99

USE OF PROCEEDS

The net proceeds to us from this offering are estimated to be approximately $1.24 billion, after deducting
underwriting discounts and estimated offering expenses payable by us after reimbursement. We intend to use the net
proceeds from this offering for general corporate purposes.

DESCRIPTION OF NOTES

General

The 2014 notes and 2021 notes offered hereby will initially be limited to aggregate principal amounts of
$500,000,000 and $750,000,000, respectively. The 2014 notes and 2021 notes will each bear interest from
August 29, 2011, payable semi-annually on each February 25 and August 25, beginning on February 25, 2012, to the
persons in whose names the notes are registered at the close of business on each February 10 and August 10, as the
case may be (whether or not a business day), immediately preceding such February 25 and August 25. The 2014
notes will mature on August 25, 2014 and the 2021 notes will mature on August 25, 2021.

Each series of 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 so that in either case 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.

We may redeem some or all of the notes at any time and from time to time at the redemption prices 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.

Optional Redemption

The notes of each series will be redeemable as a whole or in part, at our option at any time and from time to
time, at a redemption price equal to the greater of
S-4
9 of 44
8/24/2011 4:16 PM

e424b2
http://www.sec.gov/Archives/edgar/data/77476/000095012311079736/y...
Table of Contents

· (i) 100% of the principal amount of such notes of such series and

· (ii) the sum (a) 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 (b) 10 basis points with respect to the 2014 notes and 15 basis points with respect to the 2021
notes,
plus in each case accrued and unpaid interest to the date of redemption.

"Comparable Treasury Issue" means, with respect to any series of 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 to be 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 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, 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 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.

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 notes to be redeemed. If fewer than all of either 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
S-5
10 of 44
8/24/2011 4:16 PM