Obligation Pepsicoa 7% ( US713448EG97 ) en USD

Pepsicoa

109.439 % ▼

Etas-Unis

US713448EG97 ( en USD )

7% par an ( paiement semestriel )

01/03/2029

Prospectus brochure de l'obligation PepsiCo US713448EG97 en USD 7%, échéance 01/03/2029

2 000 USD

510 007 000 USD

713448EG9

A+ ( Qualité moyenne supérieure )

A1 ( Qualité moyenne supérieure )

01/03/2026 ( Dans 76 jours )

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 US713448EG97, paye un coupon de 7% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 01/03/2029

L'Obligation émise par Pepsicoa ( Etas-Unis ) , en USD, avec le code ISIN US713448EG97, 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 US713448EG97, a été notée A+ ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

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TABLE OF CONTENTS
Table of Contents
Filed Pursuant to Rule 424(b)(3)
File No. 333-228466
Offer to Exchange New Notes Set Forth Below
Registered Under the Securities Act of 1933
for
Any and All Corresponding Old Notes Set Forth Opposite Below

New Notes

CUSIP No.

Old Notes

CUSIP Nos.

7.29% Senior Notes due
7.29% Senior Notes due 2026,
713448 EE4

713448 EA2, U71344 BC5
2026
Series A

7.44% Senior Notes due
7.44% Senior Notes due 2026,
713448 EF1

713448 EB0, U71344 BD3
2026
Series A

7.00% Senior Notes due
7.00% Senior Notes due 2029,
713448 EG9

713448 EC8, U71344 BE1
2029
Series A

5.50% Senior Notes due
5.50% Senior Notes due 2035,
713448 EH7

713448 ED6, U71344 BF8
2035
Series A

The Exchange Offer
·
PepsiCo, Inc. is offering to exchange its new notes of each series set forth in the column "New Notes" above, which we refer to
collectively as the "new notes," and which are freely tradable, for a like principal amount of its outstanding notes of the series set forth
opposite in the column "Old Notes" above, which we refer to collectively as the "old notes," and which are subject to transfer
restrictions.
·
Old notes must be validly tendered and not validly withdrawn in minimum denominations of $2,000 and integral multiples of $1,000 in
excess thereof in order to receive new notes in exchange.
·
We issued the old notes in a transaction not requiring registration under the Securities Act of 1933, as amended (the "Securities Act").
We are offering new notes to you in order to satisfy certain of our obligations under the registration rights agreement entered into in
connection with that transaction.
·
The exchange offer will expire at 11:59 p.m., New York City time, on January 2, 2019, unless extended by us. Tenders of old notes may
be withdrawn at any time before the expiration date of the exchange offer.
·
All old notes validly tendered and not validly withdrawn pursuant to the exchange offer will be exchanged. For each old note validly
tendered and not validly withdrawn pursuant to the exchange offer, the holder will receive a new note having a principal amount equal to
that of the tendered old note.
The New Notes
·
The terms of the new notes are substantially identical to the old notes, except that the new notes have been registered under the Securities
Act, and the transfer restrictions, exchange offer provisions and certain related additional interest provisions applying to the old notes do
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not apply to the new notes.
·
The 7.00% Senior Notes due 2029 and 5.50% Senior Notes due 2035 will be redeemable at the redemption prices described under
"Description of New Notes--Optional Redemption." The 7.29% Senior Notes due 2026 and 7.44% Senior Notes due 2026 are not
redeemable at our option.
·
The new notes will not be listed on any securities exchange and currently, there is no established public trading market for the new
notes.
For a discussion of factors you should consider before you decide to participate in the exchange offer, see "Risk Factors" beginning on
page 10.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is November 29, 2018.
Table of Contents
TABLE OF CONTENTS

Page

Where You Can Find More Information

iii
Summary

1
Risk Factors

10
Special Note on Forward-Looking Statements

11
Use of Proceeds

12
The Exchange Offer

13
Description of New Notes

24
U.S. Federal Income Tax Considerations

36
Plan of Distribution

37
Legal Opinions

38
Experts

38
Each broker-dealer that receives new notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a
prospectus in connection with any resale of the new notes. The letter of transmittal states that, by so acknowledging and by delivering a
prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. This prospectus,
as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new notes received in
exchange for old notes where the old notes were acquired by the broker-dealer as a result of market-making activities or other trading
activities. We have agreed that, for a period of up to 180 days after the expiration of the exchange offer, we will make this prospectus available
to any broker-dealer for use in connection with any such resale. See "Plan of Distribution."
We have not authorized anyone to provide any information other than that contained or incorporated by reference in this 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 offering the new notes in any jurisdiction where the offer
and exchange is not permitted. You should not assume that the information contained in this 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.
Notice to Holders Outside the United States
This prospectus is not a prospectus for the purposes of the European Union's Directive 2003/71/EC (as amended, including by
Directive 2010/73/EU) as implemented in Member States of the European Economic Area. This prospectus does not constitute an offer to sell, buy or
exchange or the solicitation of an offer to sell, buy or exchange the old notes and/or the new notes, as applicable, in any circumstances in which such
offer or solicitation is unlawful. Each holder of old notes tendering for new notes will be deemed to have represented, warranted and agreed that, if it is
a person resident in a Member State of the European Economic Area, it is a "qualified investor" for the purposes of Article 2(1)(e) of
Directive 2003/71/EC as amended by Directive 2010/73/EU.
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The new notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to
any retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail
client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive
2002/92/EC, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified
investor as defined in Directive 2003/71/EC (as amended, the "Prospectus Directive"). Consequently no key
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information document required by Regulation (EU) No 1286/2014 (as amended or superseded, the "PRIIPs Regulation") for offering or selling the new
notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the new notes or otherwise
making them available to any retail investor in the EEA may be unlawful under the PRIIPS Regulation. This prospectus has been prepared on the basis
that any offer of new notes in any Member State of the EEA will be made pursuant to an exemption under the Prospectus Directive from the
requirement to publish a prospectus for offers of new notes. This prospectus is not a prospectus for the purposes of the Prospectus Directive.
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WHERE YOU CAN FIND MORE INFORMATION
In connection with the securities offered by this prospectus, we filed a registration statement on Form S-4 under the Securities Act with the SEC.
This prospectus, filed as part of the registration statement, does not contain all the information included in the registration statement and the
accompanying exhibits and schedules. For further information with respect to the notes and us, you should refer to the registration statement and the
accompanying exhibits. Statements contained in this prospectus regarding the contents of any contract or any other documents are not necessarily
complete, and you should refer to a copy of the contract or other document filed as an exhibit to the registration statement, each statement being
qualified in all respects by the actual contents of the contract or other document referred to.
We file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains an Internet site that
contains reports, proxy and information statements and other information that we file electronically with the SEC at http://www.sec.gov, from which
interested persons can electronically access the registration statement, of which this prospectus is a part, including the exhibits and schedules thereto.
The SEC allows us to "incorporate by reference" information into this prospectus, which means that we can disclose important information to you
by referring you to documents that we file with the SEC. The information incorporated by reference is an important part of this prospectus, and
information that we file later with the SEC will automatically update, modify and, where applicable, supersede the information contained in this
prospectus or incorporated by reference into this prospectus. We incorporate by reference the documents listed below and any future filings we make
with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (other than, in each
case, documents or information deemed to have been furnished and not filed in accordance with SEC rules), on or after the date of this prospectus until
we dispose of all of the new notes offered by this prospectus:
(a)
Annual report of PepsiCo, Inc. on Form 10-K for the fiscal year ended December 30, 2017;
(b)
Quarterly reports of PepsiCo, Inc. on Form 10-Q for the 12 weeks ended March 24, 2018, the 24 weeks ended June 16, 2018 and the
36 weeks ended September 8, 2018;
(c)
Current reports of PepsiCo, Inc. on Form 8-K or 8-K/A filed with the SEC on May 4, 2018, June 5, 2018, August 6, 2018, August 17,
2018, October 11, 2018, October 25, 2018 and November 8, 2018; and
(d)
Definitive proxy statement of PepsiCo, Inc. on Schedule 14A filed with the SEC on March 16, 2018.
You may request a copy of these filings at no cost, by writing or telephoning the office of Manager, Shareholder Relations, PepsiCo, Inc., 700
Anderson Hill Road, Purchase, New York 10577, (914) 253-3055, [email protected]. If you would like to request documents, in order to
ensure timely delivery you must do so at least five business days before the expiration of the exchange offer period, initially scheduled for
11:59 p.m., New York City time, on January 2, 2019. This means you must request this information no later than December 24, 2018.
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SUMMARY
The following summary is qualified in its entirety by the more detailed information included elsewhere, or incorporated by reference, in this
prospectus. Because this is a summary, it may not contain all the information that may be important to you. You should read the entire prospectus and
the other documents to which it refers to understand fully the terms of the new notes and the exchange offer. As used in this prospectus, unless
otherwise indicated, "PepsiCo," the "Company," "we," "our" and "us" are used interchangeably to refer to PepsiCo, Inc. or to PepsiCo, Inc. and its
consolidated subsidiaries, as appropriate to the context.
The Company
We were 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"), which includes our branded food and snack businesses in the United States and Canada;
2)
Quaker Foods North America ("QFNA"), which includes our cereal, rice, pasta and other branded food businesses in the United States
and Canada;
3)
North America Beverages ("NAB"), which includes our beverage businesses in the United States and Canada;
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
branded dips, Cheetos cheese-flavored snacks, Doritos tortilla chips, Fritos corn chips, Lay's potato chips, Ruffles potato chips, Santitas tortilla chips
and Tostitos 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 and other branded
products. QFNA's products include Aunt Jemima mixes and syrups, Cap'n Crunch cereal, Life cereal, Quaker Chewy granola bars, Quaker grits,
Quaker oat
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squares, Quaker oatmeal, Quaker rice cakes, Quaker simply granola and Rice-A-Roni side dishes. These branded products are sold to independent
distributors and retailers.
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North America Beverages
Either independently or in conjunction with third parties, NAB makes, markets and sells beverage concentrates, fountain syrups and finished goods
under various beverage brands including Aquafina, Diet Mountain Dew, Diet Pepsi, Gatorade, Sierra Mist, Mountain Dew, Pepsi, Propel and Tropicana.
NAB also, either independently or in conjunction with third parties, makes, markets, distributes 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 Crush, Dr Pepper and Schweppes, and certain juice brands licensed from Dole Food
Company, Inc. and Ocean Spray Cranberries, Inc. NAB 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 Cheetos, Doritos, Emperador, Lay's, Marias Gamesa, Rosquinhas Mabel, Ruffles, Sabritas, Saladitas 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 7UP, Diet Pepsi, Gatorade, H2oh!, Manzanita Sol, Mirinda,
Pepsi and Toddy. 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, distributes and sells ready-to-drink tea products 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 Cheetos, Chipita, Doritos, Lay's, Ruffles and Walkers, 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 7UP, Diet Pepsi, Mirinda, Pepsi, Pepsi Max 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, distributes and sells
ready-to-drink tea products through an international joint venture with Unilever (under the Lipton brand name). In addition, ESSA makes, markets,
distributes and sells a number of leading dairy products including Agusha, Chudo 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 Cheetos, Chipsy, Crunchy, Doritos, Kurkure and Lay's, as well as many Quaker branded cereals and snacks, through consolidated businesses,
as well as through noncontrolled affiliates. AMENA also makes, markets, distributes and sells beverage concentrates, fountain syrups and finished
goods under various beverage brands including 7UP,
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Aquafina, Mirinda, Mountain Dew, Pepsi 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.
Corporate Information
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.
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The Exchange Offer
We issued the old notes in a transaction exempt from registration under the Securities Act. In connection with that transaction, we entered into a
registration rights agreement pursuant to which we agreed to commence this exchange offer. Accordingly, you may exchange your old notes for new
notes, which have substantially the same terms. We refer to the old notes and the new notes together as the notes. The following is a summary of the
exchange offer. For a more complete description of the terms of the exchange offer, see "The Exchange Offer" in this prospectus.
Securities Offered

We are offering:

· our new 7.29% Senior Notes due 2026 registered under the Securities Act in exchange for a
like principal amount of 7.29% Senior Notes due 2026, Series A,

· our new 7.44% Senior Notes due 2026 registered under the Securities Act in exchange for a
like principal amount of 7.44% Senior Notes due 2026, Series A,

· our new 7.00% Senior Notes due 2029 registered under the Securities Act in exchange for a
like principal amount of 7.00% Senior Notes due 2029, Series A, and

· our new 5.50% Senior Notes due 2035 registered under the Securities Act in exchange for a
like principal amount of 5.50% Senior Notes due 2035, Series A.

The terms of the new notes offered in the exchange offer are substantially identical to those of
the old notes, except that the transfer restrictions, exchange offer provisions and certain related
additional interest provisions relating to the old notes do not apply to the new notes.

The Exchange Offer
We are offering new notes in exchange for a like principal amount of our old notes. We are
offering these new notes to satisfy our obligations under a registration rights agreement which we
entered into in connection with the issuance of the old notes. You may tender your outstanding
notes for exchange by following the procedures described under the heading "The Exchange
Offer." The exchange offer is not subject to any federal or state regulatory requirements or
approvals other than securities laws and blue sky laws.

Expiration Date; Tenders; Withdrawal
The exchange offer will expire at 11:59 p.m., New York City time, on January 2, 2019, unless
we extend it. We refer to this date and time as the expiration date. You may withdraw any old
notes that you tender for exchange at any time on or prior to the expiration date of the exchange
offer. We will accept any and all old notes validly tendered and not validly withdrawn on or
before the expiration date. See "The Exchange Offer--Procedures for Tendering Old Notes" and
"The Exchange Offer--Withdrawal of Tenders of Old Notes" for a more complete description of
the tender and withdrawal period.
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Settlement

Settlement of the exchange offer will occur promptly following the expiration of the exchange
offer.

Absence of Dissenters' Rights
Holders of the old notes do not have any appraisal or dissenters' rights in connection with the
exchange offer. See "The Exchange Offer--Absence of Dissenters' Rights."

Accounting Treatment
We will not recognize any gain or loss for accounting purposes upon the completion of the
exchange offer, except for the recognition of certain fees and expenses incurred in connection
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with the exchange offer. See "The Exchange Offer--Accounting Treatment."

U.S. Federal Income Tax Considerations
The exchange of old notes for new notes in the exchange offer will not result in any United
States federal income tax consequences to holders. When a holder exchanges an old note for a
new note in the exchange offer, the holder will have the same adjusted basis and holding period
in the new note as in the old note immediately before the exchange.

Use of Proceeds
We will not receive any cash proceeds from the exchange offer.

Exchange Agent
Global Bondholder Services Corporation is acting as exchange agent for the exchange offer. The
address and telephone number of the exchange agent for the exchange offer are set forth in the
section titled "The Exchange Offer--Exchange Agent."

Shelf Registration
If applicable interpretations of the staff of the SEC do not permit us to effect the exchange offer,
or upon the request of holders of the notes under certain circumstances, we will be required to
file, and use commercially reasonable efforts to cause to become effective, a shelf registration
statement under the Securities Act which would cover resales of the notes. See "The Exchange
Offer--Additional Obligations."

Consequences of Failing to Exchange Your Old
Old notes that are not exchanged in the exchange offer will continue to be subject to the
Notes
restrictions on transfer that are described in the legend on the old notes. In general, you may offer
or sell your old notes only if they are registered under, or offered or sold under an exemption
from, the Securities Act and applicable state securities laws. We do not currently intend to
register the old notes under the Securities Act (except as discussed in the next sentence).
Following consummation of the exchange offer, we will not be required to register under the
Securities Act any old notes that remain outstanding, except in the limited circumstances in
which we are obligated to file a shelf registration statement for certain holders of old notes not
eligible to participate in the exchange offer pursuant to the registration rights agreement. If your
old notes are not tendered and accepted in the exchange offer, it may become more difficult for
you to sell or transfer your old notes. See "The Exchange Offer--Additional Obligations" and
"Risk Factors."
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Consequences of Exchanging Your Old Notes;
Based on a series of no-action letters of the staff of the SEC issued to third parties, we believe
Who May Participate in the Exchange Offer
that the new notes that we issue in the exchange offer may be offered for resale, resold and
otherwise transferred by you without further compliance with the registration and prospectus
delivery provisions of the Securities Act if:

· you are acquiring the new notes in the ordinary course of your business;

· you are not participating in and do not intend to participate in a distribution of the new notes;

· you have no arrangement or understanding with any person, including us or any of our
affiliates, to participate in a distribution of the new notes;

· you are not one of our "affiliates," as defined in Rule 405 under the Securities Act; and

· provided you are a broker-dealer, you acquired the old notes as a result of market-making
activities or other trading activities and not directly from us for your own account in the initial
offering of the old notes.

If any of these conditions is not satisfied, you will not be eligible to participate in the exchange
offer, you cannot rely in connection with the exchange offer on the position of the staff of the
SEC enunciated in a series of no-action letters issued to third parties and you must comply with
the registration and prospectus delivery requirements of the Securities Act in connection with the
resale of your old notes.

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If you are a broker-dealer and you will receive new notes for your own account in exchange for
old notes that you acquired as a result of market-making activities or other trading activities, you
may be a statutory underwriter and will be required to acknowledge that you will deliver a
prospectus in connection with any resale of the new notes. See "Plan of Distribution" for a
description of the prospectus delivery obligations of broker-dealers in the exchange offer.

Conditions of the Exchange Offer
Notwithstanding any other term of the exchange offer, or any extension of the exchange offer, we
do not have to accept for exchange, or exchange new notes for, any old notes, and we may
terminate the exchange offer before acceptance of the old notes, if in our reasonable judgment:

· the exchange offer would violate applicable law;
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· any action or proceeding has been instituted or threatened in any court or by any governmental
agency that might materially impair our ability to proceed with or complete the exchange offer
or, in any such action or proceeding, any material adverse development has occurred with
respect to us; or

· we have not obtained any governmental approval which we deem necessary for the
consummation of the exchange offer.
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The New Notes
The summary below describes the principal terms of the new notes. Certain of the terms and conditions described below are subject to important
limitations and exceptions. The "Description of New Notes" section of this prospectus contains a more detailed description of the terms and conditions
of the new notes. The term "notes" includes the old notes and the new notes.
Issuer
PepsiCo, Inc.

Securities
The new notes consist of:

· our new 7.29% Senior Notes due 2026 (the "7.29% Notes"),

· our new 7.44% Senior Notes due 2026 (the "7.44% Notes"),

· our new 7.00% Senior Notes due 2029 (the "7.00% Notes"), and

· our new 5.50% Senior Notes due 2035 (the "5.50% Notes").

Interest Rates;
The 7.29% Notes will bear interest at a fixed rate of 7.29% per annum and will mature on
Interest Payment
September 15, 2026. We will pay interest on the 7.29% Notes on March 15 and September 15 of
Dates; Maturities
each year until maturity, commencing on March 15, 2019.

The 7.44% Notes will bear interest at a fixed rate of 7.44% per annum and will mature on
September 15, 2026. We will pay interest on the 7.44% Notes on March 15 and September 15 of
each year until maturity, commencing on March 15, 2019.
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The 7.00% Notes will bear interest at a fixed rate of 7.00% per annum and will mature on March 1,
2029. We will pay interest on the 7.00% Notes on March 1 and September 1 of each year until
maturity, commencing on March 1, 2019.

The 5.50% Notes will bear interest at a fixed rate of 5.50% per annum and will mature on May 15,
2035. We will pay interest on the 5.50% Notes on May 15 and November 15 of each year until
maturity, commencing on May 15, 2019.

Interest on the new notes will accrue from the last interest payment date on which interest was paid
on the old notes surrendered in exchange therefor or, if no interest has been paid on the old notes,
from the date unpaid interest thereon accrued.

Ranking
The new notes will be unsecured obligations and rank equally with all of our other unsecured
senior indebtedness from time to time outstanding.
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Optional

Redemption
of 7.00%
We may redeem some or all of the 7.00% Notes or 5.50% Notes at any time and from time to time at
Notes and
the applicable redemption price for that series described under "Description of New Notes--Optional
5.50% Notes
Redemption by the Company."

The 7.29% Notes and 7.44% Notes are not redeemable at our option.

Covenants
The indenture governing the new notes contains covenants comparable to those applicable to the old
notes restricting our ability, with certain exceptions, to:

· incur debt secured by liens; and

· merge or consolidate with another entity, or sell substantially all of our assets to another person.

See "Description of New Notes--Certain Covenants."

Events of
For a discussion of events that will permit acceleration of the payment of the principal of and accrued
Default
interest on the new notes, see "Description of New Notes--Events of Default."

Listing
We do not intend to list the new notes on any securities exchange. Accordingly, we cannot provide
assurance that a liquid market for the new notes will develop or be sustained.

Governing Law
The new notes and the indenture will be governed by, and construed in accordance with, the laws of
the State of New York.

Book-Entry
Depositary
The Depository Trust Company ("DTC").

Trustee
The Bank of New York Mellon.

Additional
We may, without the consent of the existing holders of a series of new notes, issue additional new notes
Issues
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 new notes and the additional new notes of
such series form a single series under the indenture.

Risk Factors
See "Risk Factors" beginning on the next page for a discussion of the factors that should be considered
by holders of old notes before tendering their old notes in the exchange offer.
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RISK FACTORS
Investing in the new notes involves risks. Prospective investors should consider carefully all of the information set forth in this prospectus, any free
writing prospectus filed by us with the SEC and the documents incorporated by reference herein. In particular, you should carefully consider the factors
discussed below and under "Risk Factors" and "Our Business Risks" included in our annual report on Form 10-K for the fiscal year ended
December 30, 2017, our quarterly report on Form 10-Q for the 12 weeks ended March 24, 2018, our quarterly report on Form 10-Q for the 24 weeks
ended June 16, 2018 and our quarterly report on Form 10-Q for the 36 weeks ended September 8, 2018.
Risks Relating to the Exchange Offer
The trading market for the new notes may be limited.
The new notes are a new issue of securities for which no established trading market exists. If an active trading market does not develop for the new
notes, investors may not be able to resell them. The new notes will not be listed on any securities exchange. No assurance can be given that a trading
market for the new notes will develop or of the price at which investors may be able to sell the new notes, if at all. The lack of a trading market could
adversely affect investors' ability to sell the new notes and the price at which investors may be able to sell the new notes. The liquidity of the trading
market, if any, and future trading prices of the new notes will depend on many factors, including, among other things, the number of holders of the new
notes, our operating results, financial performance and prospects, prevailing interest rates, the market for similar securities and the overall securities
market, and may be adversely affected by unfavorable changes in these factors.
If you do not exchange your old notes for new notes, you will continue to have restrictions on your ability to resell them and they may become less
liquid.
The old notes were not registered under the Securities Act or under the securities laws of any state and may not be resold, offered for resale, or
otherwise transferred unless they are subsequently registered or resold pursuant to an exemption from the registration requirements of the Securities Act
and applicable state securities laws. If you do not exchange your old notes for new notes pursuant to the exchange offer, you will not be able to resell,
offer to resell, or otherwise transfer the old notes unless they are registered under the Securities Act or unless you resell them, offer to resell them or
otherwise transfer them under an exemption from the registration requirements of, or in a transaction not subject to, the Securities Act. In addition, we
will no longer be under an obligation to register the old notes under the Securities Act except in the limited circumstances provided in the Registration
Rights Agreement referred to under "The Exchange Offer--Background and Purpose of the Exchange Offer."
Because we anticipate that most holders of old notes will elect to exchange their old notes, we expect that the liquidity of the market for any old
notes remaining after the completion of the exchange offer will be substantially limited. Any old notes tendered and exchanged in the exchange offer
will reduce the aggregate principal amount of the applicable series of old notes outstanding. Accordingly, the liquidity of the market for old notes could
be adversely affected.
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SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS
This prospectus and the documents incorporated by reference in this prospectus contain statements reflecting our views about our future
performance that constitute "forward-looking statements." Statements that constitute forward-looking statements 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 statements. 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. Such risks and
uncertainties include, but are not limited to: changes in demand for PepsiCo's products, as a result of changes in consumer preferences or otherwise;
changes in, or failure to comply with, applicable laws and regulations; imposition or proposed imposition of new or increased taxes aimed at PepsiCo's
products; imposition of labeling or warning requirements on PepsiCo's products; changes in laws related to packaging and disposal of PepsiCo's
products; PepsiCo's ability to compete effectively; political conditions, civil unrest or other developments and risks in the markets where PepsiCo's
products are made, manufactured, distributed or sold; PepsiCo's ability to grow its business in developing and emerging markets; uncertain or
unfavorable economic conditions in the countries in which PepsiCo operates; the ability to protect information systems against, or effectively respond
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