Obligation PepsiCo Inc 3.6% ( US713448CM83 ) en USD

PepsiCo Inc

100 % ▲

Etas-Unis

US713448CM83 ( en USD )

3.6% par an ( paiement semestriel )

28/02/2024 - Obligation échue

Prospectus brochure de l'obligation PepsiCo Inc US713448CM83 en USD 3.6%, échue

2 000 USD

1 250 000 000 USD

713448CM8

A+ ( Qualité moyenne supérieure )

A1 ( Qualité moyenne supérieure )

PepsiCo Inc. est une multinationale américaine de l'agro-alimentaire produisant des boissons, des collations et des aliments, avec des marques emblématiques telles que Pepsi, Lay's, Gatorade et Quaker Oats.

L'Obligation émise par PepsiCo Inc ( Etas-Unis ) , en USD, avec le code ISIN US713448CM83, paye un coupon de 3.6% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 28/02/2024

L'Obligation émise par PepsiCo Inc ( Etas-Unis ) , en USD, avec le code ISIN US713448CM83, a été notée A1 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par PepsiCo Inc ( Etas-Unis ) , en USD, avec le code ISIN US713448CM83, 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
CALCULATION OF REGISTRATION FEE

Maximum Aggregate
Amount of
Title of Each Class of Securities Offered

Offering Price

Registration Fee(1)

0.950% Senior Notes due 2017

$750,000,000

$96,600

3.600% Senior Notes due 2024

$1,250,000,000

$161,000

(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended.
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Table of Contents
Filed Pursuant to Rule 424(b)(2)
File No. 333-177307
PROSPECTUS SUPPLEMENT
(To Prospectus Dated October 13, 2011)
$2,000,000,000
$750,000,000 0.950% Senior Notes due 2017
$1,250,000,000 3.600% Senior Notes due 2024
We are offering $750,000,000 of our 0.950% senior notes due 2017 (the "2017 notes") and $1,250,000,000 of our 3.600%
senior notes due 2024 (the "2024 notes"). The 2017 notes and the 2024 notes are collectively referred to herein as the "notes." The
2017 notes will bear interest at a fixed rate of 0.950% per annum and will mature on February 22, 2017. The 2024 notes will bear
interest at a fixed rate of 3.600% per annum and will mature on March 1, 2024. We will pay interest on the 2017 notes on
February 22 and August 22 of each year until maturity, beginning on August 22, 2014. We will pay interest on the 2024 notes on
March 1 and September 1 of each year until maturity, beginning on September 1, 2014. We may redeem some or all of the notes at any
time and from time to time at the redemption prices for the notes described in this prospectus supplement. The notes will be unsecured
obligations and rank equally with all of our other unsecured senior indebtedness 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 28, 2013.

Proceeds, Before
Public Offering
Underwriting
Expenses, to

Price(1)

Discount(2)

PepsiCo, Inc.(1)

Per 2017 note

99.886%

0.250%

99.636%

2017 note total

$749,145,000
$1,875,000

$747,270,000

Per 2024 note

99.825%

0.450%

99.375%

2024 note total

$1,247,812,500 $5,625,000

$1,242,187,500

Total
$1,996,957,500 $7,500,000
$1,989,457,500

(1)
Plus accrued interest from February 28, 2014, if settlement occurs after that date.
(2)
See "Underwriting."
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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 February 28, 2014.
Joint Book-Running Managers

Co-Managers
ANZ Securities BBVA Securities BNY Mellon Capital Markets, LLC Lebenthal & Co., LLC Mischler Financial Group, Inc. PNC Capital Markets LLC US
Bancorp

The date of this prospectus supplement is February 25, 2014.
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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
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PepsiCo, Inc.
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Ratio of Earnings to Fixed Charges
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Use of Proceeds
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Description of Notes
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United States Federal Income Tax Considerations
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Underwriting
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Legal Opinions
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Independent Registered Public Accounting Firm
S-16

Where You Can Find More Information
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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
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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 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 "aim," "believe,"
"drive," "expect," "expressed confidence," "forecast," "future," "goals," "guidance," "may," "plan," "position," "potential," "seek,"
"should," "strategy," "target," "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 28, 2013.
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.
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 brands that are respected household names throughout the world. Through our operations, authorized
bottlers, contract manufacturers and other third parties, we make, market, sell and distribute a wide variety of convenient and
enjoyable foods and beverages, serving customers and consumers in more than 200 countries and territories.
Our management monitors a variety of key indicators to evaluate our business results and financial condition. These indicators
include growth in volume, revenue and organic revenue, growth in operating profit and EPS (as reported and excluding certain items
and the impact of foreign exchange translation), market share, safety, product and service quality, organizational health, brand equity,
employee diversity, net commodity inflation, productivity savings, net capital spending, free cash flow and free cash flow excluding
certain items, cash returned to shareholders in the forms of share repurchases and dividends, advertising and marketing expenses,
return on invested capital (ROIC), and gross and operating margin change.
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Performance with Purpose is our goal to deliver sustained value by providing a wide range of foods and beverages, from treats
to healthy eats; finding innovative ways to minimize our impact on the environment and lower our costs through energy and water
conservation as well as reduce use of packaging material; providing a safe and inclusive workplace for our employees globally; and
respecting, supporting and investing in the local communities in which we operate. PepsiCo was again recognized for its leadership
in this area in 2013 by earning a place on the prestigious Dow Jones Sustainability World Index for the seventh consecutive year and
on the North America Index for the eighth consecutive year.
Our Operations
We are organized into four business units, as follows:
1)
PepsiCo Americas Foods, which includes Frito-Lay North America (FLNA), Quaker Foods North America (QFNA)
and all of our Latin American food and snack businesses (LAF);
2)
PepsiCo Americas Beverages (PAB), which includes all of our North American and Latin American beverage
businesses;
3)
PepsiCo Europe (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 are comprised of six reportable segments (also referred to as divisions), as follows:
·
FLNA,
·
QFNA,
·
LAF,
·
PAB,
·
Europe, and
·
AMEA.
Frito-Lay North America
Either independently or in conjunction with third parties, FLNA makes, markets, sells and distributes branded snack foods.
These foods include Lay's potato chips, Doritos tortilla chips, Cheetos cheese flavored snacks, Tostitos tortilla chips, branded dips,
Ruffles potato chips, Fritos corn chips and 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, sells and distributes Sabra refrigerated dips and
spreads.
Quaker Foods North America
Either independently or in conjunction with third parties, QFNA makes, markets, sells and distributes cereals, rice, pasta, dairy
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 Oat Squares and Quaker Natural
Granola. These branded products are sold to independent distributors and retailers.
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Latin America Foods
Either independently or in conjunction with third parties, LAF makes, markets, sells and distributes a number of snack food
brands including Doritos, Marias Gamesa, Cheetos, Ruffles, Emperador, Saladitas, Sabritas, Elma Chips, Tostitos and Rosquinhas
Mabel, as well as many Quaker-branded cereals and snacks. These branded products are sold to independent distributors and
retailers.
PepsiCo Americas Beverages
Either independently or in conjunction with third parties, 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 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. Further, PAB 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. PAB operates its own bottling plants and distribution facilities and sells branded finished goods
directly to independent distributors and retailers. PAB also sells concentrate and finished goods for our brands to authorized and
independent bottlers, who in turn also sell our brands as finished goods to independent distributors and retailers in certain markets.
Europe
Either independently or in conjunction with third parties, Europe makes, markets, sells and distributes 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. Europe also, either independently or in conjunction with third
parties, 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.
Europe 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, Europe makes, markets, sells and distributes a
number of leading dairy products including Domik v Derevne, Chudo and Agusha.
Asia, Middle East and Africa
Either independently or in conjunction with third parties, AMEA makes, markets, sells and distributes a number of leading snack
food brands including Lay's, Kurkure, Chipsy, Doritos, Cheetos and Smith's through consolidated businesses as well as through
noncontrolled affiliates. Further, either independently or in conjunction with third parties, AMEA makes, markets and sells many
Quaker-branded 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. AMEA 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).
Further, we license the Tropicana brand for use in China on co-branded juice products to a strategic alliance with Tingyi (Cayman
Islands) Holding Corp.
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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.
Year Ended

December 28, 2013

December 29, 2012

December 31, 2011

December 25, 2010

December 26, 2009

8.84

8.53

9.29

8.65

15.48
USE OF PROCEEDS
The net proceeds to us from this offering are estimated to be approximately $1,989.2 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.
DESCRIPTION OF NOTES
General
The 2017 notes and the 2024 notes offered hereby will initially be limited to aggregate principal amounts of $750,000,000 and
$1,250,000,000, respectively. The 2017 notes will bear interest from February 28, 2014, payable semi-annually on each February 22
and August 22, beginning on August 22, 2014, to the persons in whose names the 2017 notes are registered at the close of business on
each February 7 and August 7, as the case may be (whether or not a business day), immediately preceding such February 22 and
August 22. The 2017 notes will mature on February 22, 2017. The 2024 notes will bear interest from February 28, 2014, payable
semi-annually on each March 1 and September 1, beginning on September 1, 2014, to the persons in whose names the notes are
registered at the close of business on each February 15 and August 15, as the case may be (whether or not a business day),
immediately preceding such March 1 and September 1. The 2024 notes will mature on March 1, 2024. Each series of notes is a single
series of debt securities to be issued under an indenture dated May 21, 2007, between us and The Bank of New York Mellon, as
trustee. The indenture is more fully described in the accompanying prospectus.
The notes are not subject to any sinking fund.
We may, without the consent of the existing holders of a series of notes, issue additional notes of such series having the same
terms (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.
The notes will be issued only in registered form in denominations of $2,000 and integral multiples of $1,000 in excess thereof.
We may redeem some or all of the notes at any time and from time to time at the redemption prices described under "--Optional
Redemption."
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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 2017 notes 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 of such notes 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) 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 5 basis points,
plus in each case accrued and unpaid interest to the date of redemption.
The 2024 notes will be redeemable as a whole or in part, at our option at any time and from time to time prior to December 1,
2023 (three months prior to the maturity date of the 2024 notes), at a redemption price equal to the greater of
·
(i) 100% of the principal amount of such notes 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) 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 15 basis points,
plus in each case accrued and unpaid interest to the date of redemption.
The 2024 notes will be redeemable as a whole or in part, at our option at any time and from time to time on or after December 1,
2023 (three months prior to the maturity date of the 2024 notes), at a redemption price equal to 100% of the principal amount of the
2024 notes being redeemed, plus 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 such
series of notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of a comparable maturity to the remaining term of such notes.
"Comparable Treasury Price" means, with respect to any redemption date for any series of notes, (A) the average of the
Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury
Dealer Quotations, or (B) if the Independent Investment Banker obtains fewer than four such Reference Treasury Dealer Quotations,
the average of all such quotations.
"Independent Investment Banker" means one of the Reference Treasury Dealers appointed by us.
"Reference Treasury Dealer" means each of any four primary U.S. Government securities dealers in the United States of
America selected by us.
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