Issuer Free Writing Prospectus
Filed Pursuant to Rule 433
Registration Statement No. 333-234767
April 29, 2020


PepsiCo, Inc.
0.750% Senior Notes due 2023
1.625% Senior Notes due 2030




PepsiCo, Inc.




Ratings (S&P / Moody’s):


A+ / A1 (Stable Outlook / Negative Watch)




Trade Date:


April 29, 2020




Settlement Date (T+2):


May 1, 2020




Title of Securities:


0.750% Senior Notes due 2023


1.625% Senior Notes due 2030






Aggregate Principal Amount Offered:










Maturity Date:


May 1, 2023


May 1, 2030






Interest Payment Dates:


Semi-annually on each May 1 and November 1, commencing on November 1, 2020


Semi-annually on each May 1 and November 1, commencing on November 1, 2020






Benchmark Treasury:


0.25% due April 15, 2023


1.50% due February 15, 2030






Benchmark Treasury Yield:










Spread to Treasury:


+57 basis points


+105 basis points






Re-offer Yield:




















Price to Public:










Optional Redemption:


Make-whole call at Treasury rate plus 10 basis points


Prior to February 1, 2030, make-whole call at Treasury rate plus 20 basis points; par call at any time on or after February 1, 2030






Net Proceeds to PepsiCo (Before Expenses):










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:












713448 EY0 / US713448EY04


713448 EZ7 / US713448EZ78






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










TD Securities (USA) LLC
Academy Securities, Inc.
Loop Capital Markets 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 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 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 .


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.