Obligation Pepsicoa 0.7% ( US713448CA46 ) en USD

Pepsicoa

100 % ⇌

Etas-Unis

US713448CA46 ( en USD )

0.7% par an ( paiement semestriel )

13/08/2015 - Obligation échue

Prospectus brochure de l'obligation PepsiCo US713448CA46 en USD 0.7%, échue

2 000 USD

900 000 000 USD

713448CA4

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 US713448CA46, paye un coupon de 0.7% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 13/08/2015

L'Obligation émise par Pepsicoa ( Etas-Unis ) , en USD, avec le code ISIN US713448CA46, 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 US713448CA46, a été notée A ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

Prospectus Supplement
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424B2 1 d385578d424b2.htm PROSPECTUS SUPPLEMENT
Table of Contents
CALCULATION OF REGISTRATION FEE

Title of each class
Maximum Aggregate
Amount of
of securities offered

Offering Price

Registration Fee(1)
0.700% Senior Notes due 2015

$ 900,000,000
$103,140
1.250% Senior Notes due 2017

$1,000,000,000
$114,600
3.600% Senior Notes due 2042

$ 600,000,000
$ 68,760

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

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Filed Pursuant to Rule 424(b)(2)
File No. 333-177307

PROSPECTUS SUPPLEMENT
(To Prospectus Dated October 13, 2011)

$900,000,000 0.700% Senior Notes due 2015
$1,000,000,000 1.250% Senior Notes due 2017
$600,000,000 3.600% Senior Notes due 2042

We are offering $900,000,000 of our 0.700% senior notes due 2015 (the "2015 notes"), $1,000,000,000 of our 1.250% senior
notes due 2017 (the "2017 notes") and $600,000,000 of our 3.600% senior notes due 2042 (the "2042 notes"). The 2015 notes, 2017
notes and 2042 notes are collectively referred to herein as the "notes." The 2015 notes will bear interest at a fixed rate of 0.700% per
annum and will mature on August 13, 2015. The 2017 notes will bear interest at a fixed rate of 1.250% per annum and will mature
on August 13, 2017. The 2042 notes will bear interest at a fixed rate of 3.600% per annum and will mature on August 13, 2042. We
will pay interest on each series of notes on February 13 and August 13 of each year until maturity, beginning on February 13, 2013.
We may redeem some or all of any series of 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. 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" and "Our Business Risks" included in our annual report on Form
10-K for the fiscal year ended December 31, 2011, in our quarterly report on Form 10-Q for the 12 weeks ended March 24,
2012 and in our quarterly report on Form 10-Q for the 24 weeks ended June 16, 2012.

Proceeds Before
Public Offering
Underwriting
Expenses, to

Price(1)

Discount(2)

PepsiCo, Inc.

Per 2015 note

99.967%

0.250%

99.717%
2015 note total

$ 899,703,000
$ 2,250,000
$ 897,453,000
Per 2017 note

99.484%

0.350%

99.134%
2017 note total

$ 994,840,000
$ 3,500,000
$ 991,340,000
Per 2042 note

98.358%

0.875%

97.483%
2042 note total

$ 590,148,000
$ 5,250,000
$ 584,898,000
Total

$2,484,691,000
$11,000,000
$2,473,691,000
(1) Plus accrued interest from August 13, 2012, 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 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.
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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 13, 2012.

Joint Book-Running Managers

Co-Managers

ANZ Securities

Lebenthal & Co., LLC

Ramirez & Co., Inc.

TD Securities
UBS Investment Bank
The date of this prospectus supplement is August 8, 2012.
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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.
TABLE OF CONTENTS

Page
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-5

Description of Notes
S-6

Material United States Federal Tax Considerations
S-11
Underwriting
S-14
Legal Opinions
S-18
Independent Registered Public Accounting Firm
S-18
Where You Can Find More Information
S-18
Prospectus

The Company
1

About this Prospectus
3

Where You Can Find More Information
4

Special Note on Forward-Looking Statements
5

Use of Proceeds
6

Ratio of Earnings to Fixed Charges
7

Description of Capital Stock
8

Description of Debt Securities
12

Description of Warrants
20

Description of Units
21

Forms of Securities
22

Validity of Securities
24

Independent Registered Public Accounting Firm
25

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.
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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 under "Risk Factors" and "Our Business Risks" in our annual report on Form 10-K for the
fiscal year ended December 31, 2011, in our quarterly report on Form 10-Q for the 12 weeks ended March 24, 2012 and in our
quarterly report on Form 10-Q for the 24 weeks ended June 16, 2012.
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.

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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 hundreds of brands that are respected household names throughout the world. Either
independently or through contract manufacturers or authorized bottlers, we make, market, sell and distribute a variety of convenient
and enjoyable foods and beverages in more than 200 countries and territories.
We continue to be guided by Performance with Purpose--our belief that what is good for business can and should be good for
society. Our commitment to deliver sustainable growth by investing in a healthier future for people and our planet is as much of a
financial decision as it is an ethical one. In 2011, PepsiCo earned a place on the prestigious Dow Jones Sustainability World Index
for the fifth consecutive year, the North America Index for the sixth consecutive year and was ranked as the number one company in
the Food and Beverage Supersector.
Our Operations
We are organized into four business units, as follows:

1)
PepsiCo Americas Foods (PAF), 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 all of our North American and Latin American beverage businesses;

3)
PepsiCo Europe, which includes all beverage, food and snack businesses in Europe and South Africa; and

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

excluding South Africa.
Our four business units comprise six reportable segments (also 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, SunChips multigrain snacks and Santitas tortilla chips. 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, sells and distributes cereals, rice, pasta and
other branded products. QFNA's products include Quaker oatmeal, Aunt Jemima mixes

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and syrups, Quaker Chewy granola bars, Quaker grits, Cap'n Crunch cereal, Life cereal, Rice-A-Roni side dishes, 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, sells and distributes a number of snack food
brands including Marias Gamesa, Doritos, Cheetos, Ruffles, Saladitas, Emperador, Tostitos and Sabritas, as 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, Gatorade, Mountain Dew, Diet Pepsi, Aquafina,
7UP (outside the U.S.), Diet Mountain Dew, Tropicana Pure Premium, Sierra Mist 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. Furthermore, PAB manufactures and distributes certain brands licensed from Dr Pepper Snapple Group, Inc. (DPSG),
including Dr Pepper and Crush. PAB operates its own bottling plants and distribution facilities. PAB also sells concentrate and
finished goods for our brands to authorized bottlers, and some of these branded finished goods are sold directly by us to independent
distributors and retailers. We and the independent bottlers sell our brands as finished goods to independent distributors and retailers.
Europe
Either independently or through contract manufacturers, Europe makes, markets, sells and distributes a number of leading snack
foods including Lay's, Walkers, Doritos, Chudo, 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, sells and distributes beverage concentrates, fountain syrups and finished goods under various
beverage brands including Pepsi, Pepsi Max, 7UP, Diet Pepsi 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 and markets this brand. 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
Either independently or through contract manufacturers, AMEA makes, markets, sells and distributes 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, sells and distributes 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, 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).

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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 16, 2012

December 31, 2011

December 25, 2010
December 26, 2009
December 27, 2008
December 29, 2007
8.36

9.29

8.65

15.48

15.82

22.01

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USE OF PROCEEDS
The net proceeds to us from this offering are estimated to be approximately $2,473.7 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.

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DESCRIPTION OF NOTES
General
The 2015 notes, 2017 notes and 2042 notes offered hereby will initially be limited to aggregate principal amounts of
$900,000,000, $1,000,000,000 and $600,000,000, respectively. The notes of each series will bear interest from August 13, 2012,
payable semi-annually on each February 13 and August 13, beginning February 13, 2013, to the persons in whose names the notes are
registered at the close of business on each January 29 and July 29, as the case may be (whether or not a business day), immediately
preceding such February 13 and August 13. The 2015 notes will mature on August 13, 2015; the 2017 notes will mature on August 13,
2017; and the 2042 notes will mature on August 13, 2042.

Each series of notes constitutes 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 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 of any series 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

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

· (ii) the sum of (a) 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) 5 basis points with respect to the 2015 notes, 10
basis points with respect to the 2017 notes and 15 basis points with respect to the 2042 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 of such series 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.

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