0001104659-22-079930.txt : 20220715 0001104659-22-079930.hdr.sgml : 20220715 20220714180625 ACCESSION NUMBER: 0001104659-22-079930 CONFORMED SUBMISSION TYPE: FWP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20220715 DATE AS OF CHANGE: 20220714 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PEPSICO INC CENTRAL INDEX KEY: 0000077476 STANDARD INDUSTRIAL CLASSIFICATION: BEVERAGES [2080] IRS NUMBER: 131584302 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: FWP SEC ACT: 1934 Act SEC FILE NUMBER: 333-234767 FILM NUMBER: 221083797 BUSINESS ADDRESS: STREET 1: 700 ANDERSON HILL RD CITY: PURCHASE STATE: NY ZIP: 10577 BUSINESS PHONE: 9142532000 MAIL ADDRESS: STREET 1: 700 ANDERSON HILL ROAD CITY: PURCHASE STATE: NY ZIP: 10577-1444 FORMER COMPANY: FORMER CONFORMED NAME: PEPSI COLA CO DATE OF NAME CHANGE: 19700903 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PEPSICO INC CENTRAL INDEX KEY: 0000077476 STANDARD INDUSTRIAL CLASSIFICATION: BEVERAGES [2080] IRS NUMBER: 131584302 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: FWP BUSINESS ADDRESS: STREET 1: 700 ANDERSON HILL RD CITY: PURCHASE STATE: NY ZIP: 10577 BUSINESS PHONE: 9142532000 MAIL ADDRESS: STREET 1: 700 ANDERSON HILL ROAD CITY: PURCHASE STATE: NY ZIP: 10577-1444 FORMER COMPANY: FORMER CONFORMED NAME: PEPSI COLA CO DATE OF NAME CHANGE: 19700903 FWP 1 tm2217577d4_fwp.htm FWP

Issuer Free Writing Prospectus
Filed Pursuant to Rule 433
Registration Statement No. 333-234767
July 14, 2022

PepsiCo, Inc.
3.600% Senior Notes due 2028
4.200% Senior Notes due 2052

Issuer:	PepsiCo, Inc.
Ratings (S&P / Moody’s):	A+ / A1 (Stable Outlook / Stable Outlook)
Trade Date:	July 14, 2022
Settlement Date (T+2):	July 18, 2022
Title of Securities:	3.600% Senior Notes due 2028	4.200% Senior Notes due 2052
Aggregate Principal Amount Offered:	$750,000,000	$500,000,000
Maturity Date:	February 18, 2028	July 18, 2052
Interest Payment Dates:	Semi-annually on each February 18 and August 18, commencing February 18, 2023	Semi-annually on each January 18 and July 18, commencing January 18, 2023
Benchmark Treasury:	3.250% due June 30, 2027	2.250% due February 15, 2052
Benchmark Treasury Yield:	3.075%	3.127%
Spread to Treasury:	+55 basis points	+108 basis points
Re-offer Yield:	3.625%	4.207%
Coupon:	3.600%	4.200%
Price to Public:	99.872%	99.881%
Optional Redemption:	Prior to January 18, 2028, make-whole call at Treasury Rate plus 10 basis points; par call at any time on or after January 18, 2028	Prior to January 18, 2052, make-whole call at Treasury Rate plus 20 basis points; par call at any time on or after January 18, 2052
Net Proceeds to PepsiCo (Before Expenses):	$746,415,000	$495,030,000
Use of Proceeds:	PepsiCo intends to use the net proceeds from this offering for general corporate purposes, including the repayment of commercial paper.
Day Count Fraction:	30/360
CUSIP / ISIN:	713448 FL7 / US713448FL73	713448 FN3 / US713448FN30
Minimum Denomination:	$2,000 and integral multiples of $1,000
Joint Book-Running Managers:	Goldman Sachs & Co. LLC Mizuho Securities USA LLC Morgan Stanley & Co. LLC
Senior Co-Managers:	BNP Paribas Securities Corp. HSBC Securities (USA) Inc. Barclays Capital Inc. BBVA Securities Inc. TD Securities (USA) LLC

Co-Managers:

Loop Capital Markets LLC
Mischler Financial Group, Inc.
PNC Capital Markets LLC
R. Seelaus & Co., LLC
RBC Capital Markets, LLC
Samuel A. Ramirez & Company, Inc.
U.S. Bancorp Investments, Inc.

An explanation of the significance of ratings may be obtained from the ratings agencies. Generally, ratings agencies base their ratings on such material and information, and such of their own investigations, studies and assumptions, as they deem appropriate. The security ratings above are not a recommendation to buy, sell or hold the securities offered hereby. The ratings may be subject to review, revision, suspension, reduction or withdrawal at any time by S&P and Moody’s. Each of the security ratings above should be evaluated independently of any other security rating.

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Goldman Sachs & Co. LLC toll-free at 1-866-471-2526, Mizuho Securities USA LLC toll-free at 1-866-271-7403 or Morgan Stanley & Co. LLC toll-free at 1-866-718-1649.

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