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Prospectus brochure de l'obligation PepsiCo US713448DM74 en USD 0%, échue

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

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TABLE OF CONTENTS
Table of Contents
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 2019

$250,000,000

$28,975

Floating Rate Notes due 2021

$250,000,000

$28,975

1.350% Senior Notes due 2019

$750,000,000

$86,925

1.700% Senior Notes due 2021

$750,000,000

$86,925

2.375% Senior Notes due 2026

$1,000,000,000

$115,900

3.450% Senior Notes due 2046

$1,500,000,000

$173,850

(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)
$4,500,000,000
PepsiCo, Inc.
$250,000,000 Floating Rate Notes due 2019
$250,000,000 Floating Rate Notes due 2021
$750,000,000 1.350% Senior Notes due 2019
$750,000,000 1.700% Senior Notes due 2021
$1,000,000,000 2.375% Senior Notes due 2026
$1,500,000,000 3.450% Senior Notes due 2046
We are offering $250,000,000 of our floating rate notes due 2019 (the "2019 floating rate notes"), $250,000,000 of our floating rate notes due 2021 (the "2021 floating rate
notes" and, together with the 2019 floating rate notes, the "floating rate notes"), $750,000,000 of our 1.350% senior notes due 2019 (the "2019 notes"), $750,000,000 of our 1.700%
senior notes due 2021 (the "2021 notes"), $1,000,000,000 of our 2.375% senior notes due 2026 (the "2026 notes") and $1,500,000,000 of our 3.450% senior notes due 2046 (the "2046
notes" and, together with the 2019 notes, 2021 notes and 2026 notes, the "fixed rate notes"). The floating rate notes and the fixed rate notes are collectively referred to herein as the
"notes." The 2019 floating rate notes will bear interest at a rate equal to three-month LIBOR plus 0.27% per annum and will mature on October 4, 2019. The 2021 floating rate notes will
bear interest at a rate equal to three-month LIBOR plus 0.53% per annum and will mature on October 6, 2021. The 2019 notes will bear interest at a fixed rate of 1.350% per annum and
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will mature on October 4, 2019. The 2021 notes will bear interest at a fixed rate of 1.700% per annum and will mature on October 6, 2021. The 2026 notes will bear interest at a fixed
rate of 2.375% per annum and will mature on October 6, 2026. The 2046 notes will bear interest at a fixed rate of 3.450% per annum and will mature on October 6, 2046. We will pay
interest on the 2019 floating rate notes on January 4, April 4, July 4 and October 4 of each year until maturity, commencing on January 4, 2017. We will pay interest on the 2021
floating rate notes on January 6, April 6, July 6 and October 6 of each year until maturity, commencing on January 6, 2017. We will pay interest on the 2019 notes on April 4 and
October 4 of each year until maturity, commencing on April 4, 2017. We will pay interest on the 2021 notes, 2026 notes and 2046 notes on April 6 and October 6 of each year until
maturity, commencing on April 6, 2017. We may redeem some or all of any series of fixed rate notes at any time and from time to time at the applicable 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.
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 26, 2015, in our quarterly report on Form 10-Q for the 12 weeks ended March 19, 2016, in our quarterly
report on Form 10-Q for the 12 and 24 weeks ended June 11, 2016, and in our quarterly report on Form 10-Q for the 12 and 36 weeks
ended September 3, 2016.

Proceeds, Before
Public Offering
Underwriting
Expenses, to

Price(1)

Discount(2)

PepsiCo, Inc.(1)

Per 2019 floating rate note

100.000%

0.250%

99.750%

2019 floating rate notes total

$250,000,000

$625,000

$249,375,000

Per 2021 floating rate note

100.000%

0.350%

99.650%

2021 floating rate notes total

$250,000,000

$875,000

$249,125,000

Per 2019 note

99.985%

0.250%

99.735%

2019 notes total

$749,887,500

$1,875,000

$748,012,500

Per 2021 note

99.866%

0.350%

99.516%

2021 notes total

$748,995,000

$2,625,000

$746,370,000

Per 2026 note

99.982%

0.450%

99.532%

2026 notes total

$999,820,000

$4,500,000

$995,320,000

Per 2046 note

99.186%

0.875%

98.311%

2046 notes total

$1,487,790,000

$13,125,000

$1,474,665,000

Total

$4,486,492,500

$23,625,000

$4,462,867,500

(1)
Plus accrued interest from October 6, 2016, 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 6, 2016.
Joint Book-Running Managers
BofA Merrill Lynch

Citigroup

Goldman, Sachs & Co.

Mizuho Securities
Senior Co-Managers
BBVA

BNP PARIBAS

Deutsche Bank Securities

HSBC
Co-Managers
ANZ Securities

BNY Mellon Capital Markets, LLC

Loop Capital Markets

Mischler Financial Group, Inc.

RBC Capital Markets
SOCIETE GENERALE
TD Securities
US Bancorp

The date of this prospectus supplement is October 3, 2016.
Table of Contents
We have not authorized anyone to provide any information other than that contained or incorporated by reference in this prospectus
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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
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-21
Independent Registered Public Accounting Firm
S-22
Where You Can Find More Information
S-23
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," "goal," "guidance," "intend," "may," "objective," "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
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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 26, 2015, in our quarterly report on
Form 10-Q for the 12 weeks ended March 19, 2016, in our quarterly report on Form 10-Q for the 12 and 24 weeks ended June 11, 2016, and in
our quarterly report on Form 10-Q for the 12 and 36 weeks ended September 3, 2016, 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.
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 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, Fritos corn chips, Ruffles
potato 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
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Either independently or in conjunction with third parties, QFNA makes, markets, distributes 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 side dishes, Quaker rice cakes, Quaker natural granola and Quaker oat squares. 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
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
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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, Sabritas, Lay's, Rosquinhas Mabel and Tostitos, 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 Chudo, Agusha and Domik v Derevne.
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. In certain markets, however, 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
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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

36 Weeks Ended
September 3, 2016 December 26, 2015(1) December 27, 2014 December 28, 2013 December 29, 2012 December 31, 2011

8.27

7.09

8.49

8.84

8.53

9.29

(1)
Income before income taxes for 2015 includes a pre-tax charge of $1.4 billion related to our change in accounting for our
investments in our wholly-owned Venezuelan subsidiaries and our beverage joint venture.
USE OF PROCEEDS
The net proceeds to us from this offering are estimated to be approximately $4,463 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, and to redeem $1.5 billion principal amount of 7.90% Senior Notes due November 1, 2018 of the Company, of
which there is currently $1.5 billion principal amount outstanding and which were initially issued on October 24, 2008, and $750.0 million
principal amount of 5.125% Senior Notes due January 15, 2019 of the Company's subsidiary Bottling Group, LLC, of which there is currently
$750.0 million principal amount outstanding and which were initially issued on January 20, 2009, and to pay the related premiums, accrued interest
and fees and expenses associated with such redemption.
S-4
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DESCRIPTION OF NOTES
General
The 2019 floating rate notes offered hereby will initially be limited to an aggregate principal amount of $250,000,000. The 2019 floating rate
notes will bear interest from October 6, 2016, or from the most recent interest payment date on which we have paid or provided for interest on the
2019 floating rate notes. The 2019 floating rate notes will mature at 100% of their principal amount on October 4, 2019.
The 2021 floating rate notes offered hereby will initially be limited to an aggregate principal amount of $250,000,000. The 2021 floating rate
notes will bear interest from October 6, 2016, or from the most recent interest payment date on which we have paid or provided for interest on the
2021 floating rate notes. The 2021 floating rate notes will mature at 100% of their principal amount on October 6, 2021.
The 2019 notes offered hereby will initially be limited to an aggregate principal amount of $750,000,000. The 2019 notes will bear interest
from October 6, 2016, payable semi-annually on each April 4 and October 4, commencing on April 4, 2017, to the persons in whose names the
2019 notes are registered at the close of business on each March 20 and September 19, as the case may be (whether or not a business day),
immediately preceding such April 4 and October 4. The 2019 notes will mature on October 4, 2019.
The 2021 notes offered hereby will initially be limited to an aggregate principal amount of $750,000,000. The 2021 notes will bear interest
from October 6, 2016, payable semi-annually on each April 6 and October 6, commencing on April 6, 2017, to the persons in whose names the
2021 notes are registered at the close of business on each March 22 and September 21, as the case may be (whether or not a business day),
immediately preceding such April 6 and October 6. The 2021 notes will mature on October 6, 2021.
The 2026 notes offered hereby will initially be limited to an aggregate principal amount of $1,000,000,000. The 2026 notes will bear interest
from October 6, 2016, payable semi-annually on each April 6 and October 6, commencing on April 6, 2017, to the persons in whose names the
2026 notes are registered at the close of business on each March 22 and September 21, as the case may be (whether or not a business day),
immediately preceding such April 6 and October 6. The 2026 notes will mature on October 6, 2026.
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The 2046 notes offered hereby will initially be limited to an aggregate principal amount of $1,500,000,000. The 2046 notes will bear interest
from October 6, 2016, payable semi-annually on each April 6 and October 6, commencing on April 6, 2017, to the persons in whose names the
2046 notes are registered at the close of business on each March 22 and September 21, as the case may be (whether or not a business day),
immediately preceding such April 6 and October 6. The 2046 notes will mature on October 6, 2046.
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 (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.
S-5
Table of Contents
The notes will be issued only in registered form in denominations of $2,000 and integral multiples of $1,000 in excess thereof.
The floating rate notes will not be redeemable. We may redeem some or all of any series of fixed rate notes at any time and from time to time
at the redemption prices for such series described under "--Description of Certain Provisions Applicable to the Fixed Rate Notes--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.
Description of Certain Provisions Applicable to the Floating Rate Notes
Calculation Agent
The Bank of New York Mellon will act as calculation agent for the 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 2019 floating rate notes will be payable quarterly in arrears on January 4, April 4, July 4 and October 4, commencing on
January 4, 2017 to the persons in whose names the notes are registered at the close of business on each December 20, March 20, June 19 and
September 19, as the case may be (whether or not a New York business day (as defined below)). Interest on the 2021 floating rate notes will be
payable quarterly in arrears on January 6, April 6, July 6 and October 6, commencing on January 6, 2017 to the persons in whose names the notes
are registered at the close of business on each December 22, March 22, June 21 and September 21, as the case may be (whether or not a New York
business day). 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 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 for the 2019 floating rate notes will be reset quarterly on January 4, April 4, July 4 and October 4, commencing on January 4,
2017. The interest rate for the 2021 floating rate notes will be reset quarterly on January 6, April 6, July 6 and October 6, commencing on
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January 6, 2017. 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.
S-6
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Interest Periods and Interest Rate
The initial interest period for the floating rate notes will be the period from and including October 6, 2016 to but excluding the first interest
reset date. For the 2019 floating rate notes, the interest rate in effect during the initial interest period will be equal to LIBOR plus 27 basis points,
determined two London business days prior to October 6, 2016. For the 2021 floating rate notes, the interest rate in effect during the initial interest
period will be equal to LIBOR plus 53 basis points, determined two London business days prior to October 6, 2016. 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 2019 floating rate notes in any
interest period will be equal to LIBOR plus 27 basis points, as determined by the calculation agent. The interest rate per annum for the 2021
floating rate notes in any interest period will be equal to LIBOR plus 53 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.
The interest rate on the 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 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 LIBOR01" at approximately 11:00 a.m., London time, on such interest determination date. If on an interest
determination date, such rate does not appear on the "Reuters Page LIBOR01" as of 11:00 a.m., London time, or if "Reuters Page LIBOR01" 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 LIBOR01" 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
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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 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
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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 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 floating rate notes will be calculated by multiplying the principal amount of the 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.
Description of Certain Provisions Applicable to the Fixed Rate Notes
Optional Redemption
The 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 maturity with respect to
the 2019 notes, prior to September 6, 2021 (one month prior to the maturity date of the 2021 notes) (the "2021 notes par call date") with respect to
the 2021 notes, prior to July 6, 2026 (three months prior to the maturity date of the 2026 notes) (the "2026 notes par call date") with respect to the
2026 notes, and prior to April 6, 2046 (six months prior to the maturity date of the 2046 notes) (the "2046 notes par call date") with respect to 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), assuming for such purpose that the 2021 notes, 2026 notes and 2046 notes matured on the 2021 notes par
call date, 2026 notes par call date and 2046 notes par call date, respectively, 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
2019 notes, 10 basis points with respect to the 2021 notes, 15 basis points with respect to the 2026 notes and 20 basis points with
respect to the 2046 notes,
plus in each case accrued and unpaid interest to the date of redemption.
The fixed rate notes, other than the 2019 notes, will be redeemable as a whole or in part, at our option at any time and from time to time on or
after the 2021 notes par call date with respect to the 2021 notes, on or after the 2026 notes par call date with respect to the 2026 notes and on or
after the 2046 notes par call date with respect to 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 the United States Treasury security or securities selected by an Independent Investment Banker as having
an actual or interpolated maturity comparable to the
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remaining term of any series of fixed rate notes to be redeemed, assuming for such purpose that the 2021 notes, 2026 notes and 2046 notes matured
on the applicable par call date (the "Remaining Term"), 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.
"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, the average, as
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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.
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
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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
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.
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
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