Issuer Free Writing Prospectus
Filed Pursuant to Rule 433
Registration Statement No. 333-216082
October 7, 2019


PepsiCo, Inc.
2.875% Senior Notes due 2049




PepsiCo, Inc.

Ratings (Moody’s / S&P):


A1 / A+ (Stable Outlook / Stable Outlook)

Trade Date:


October 7, 2019

Settlement Date (T+2):


October 9, 2019

Title of Securities:


2.875% Senior Notes due 2049

Aggregate Principal Amount Offered:



Maturity Date:


October 15, 2049

Interest Payment Dates:


Semi-annually on each April 15 and October 15, commencing on April 15, 2020

Benchmark Treasury:


2.875% due May 15, 2049

Benchmark Treasury Yield:



Spread to Treasury:


+92 basis points

Re-offer Yield:






Price to Public:



Optional Redemption:


Prior to April 15, 2049, make-whole call at Treasury rate plus 15 basis points; par call at any time on or after April 15, 2049

Net Proceeds to PepsiCo (Before Expenses):



Use of Proceeds:


PepsiCo intends to use an amount equivalent to the net proceeds from this offering to fund, in whole or in part, Eligible Green Projects, which promote PepsiCo’s selected Sustainable Development Goals as defined by the United Nations.

Day Count Fraction:





713448 EP9 / US713448EP96

Minimum Denomination:


$2,000 and integral multiples of $1,000

Joint Book-Running Managers:


Morgan Stanley & Co. LLC
Goldman Sachs & Co. LLC
Mizuho Securities USA LLC

Senior Co-Managers:


BofA Securities, Inc.
Deutsche Bank Securities Inc.
HSBC Securities (USA) Inc.





ANZ Securities, Inc.



ING Financial Markets LLC
PNC Capital Markets LLC
RBC Capital Markets, LLC
U.S. Bancorp Investments, Inc.
Mischler Financial Group, Inc.
R. Seelaus & Co., LLC


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 Moody’s and S&P. 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 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 Morgan Stanley & Co. LLC toll-free at 1-866-718-1649, Goldman Sachs & Co. LLC toll-free at 1-866-471-2526 or Mizuho Securities USA LLC toll-free at 1-866-271-7403.


Any disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such disclaimers or other notices were automatically generated as a result of this communication being sent via Bloomberg or another email system.