Issuer Free Writing Prospectus
Filed Pursuant to Rule 433
Registration Statement No. 333-216082
April 27, 2017
PepsiCo, Inc.
Floating Rate Notes due 2019
Floating Rate Notes due 2022
1.550% Senior Notes due 2019
2.250% Senior Notes due 2022
4.000% Senior Notes due 2047
Issuer: |
| PepsiCo, Inc. | ||||||||
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Ratings (Moody’s / S&P): |
| A1 / A+ (Stable Outlook / Stable Outlook) | ||||||||
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Trade Date: |
| April 27, 2017 | ||||||||
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Settlement Date (T+3): |
| May 2, 2017 | ||||||||
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Title of Securities: |
| Floating Rate Notes due 2019 |
| Floating Rate Notes due 2022 |
| 1.550% Senior Notes due 2019 |
| 2.250% Senior Notes due 2022 |
| 4.000% Senior Notes due 2047 |
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Aggregate Principal Amount Offered: |
| $350,000,000 |
| $400,000,000 |
| $750,000,000 |
| $750,000,000 |
| $750,000,000 |
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Maturity Date: |
| May 2, 2019 |
| May 2, 2022 |
| May 2, 2019 |
| May 2, 2022 |
| May 2, 2047 |
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Interest Payment Dates: |
| Quarterly on each February 2, May 2, August 2 and November 2, commencing on August 2, 2017 |
| Quarterly on each February 2, May 2, August 2 and November 2, commencing on August 2, 2017 |
| Semi-annually on each May 2 and November 2, commencing on November 2, 2017 |
| Semi-annually on each May 2 and November 2, commencing on November 2, 2017 |
| Semi-annually on each May 2 and November 2, commencing on November 2, 2017 |
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Spread to LIBOR: |
| +4 basis points |
| +36.5 basis points |
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Designated LIBOR Page: |
| Reuters Page LIBOR01 |
| Reuters Page LIBOR01 |
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Index Maturity: |
| 3 Months |
| 3 Months |
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Interest Reset Dates: |
| February 2, May 2, August 2 and November 2 |
| February 2, May 2, August 2 and November 2 |
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Initial Interest Rate: |
| 3 month LIBOR plus 4 basis points, determined on the second London banking day prior to May 2, 2017 |
| 3 month LIBOR plus 36.5 basis points, determined on the second London banking day prior to May 2, 2017 |
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Benchmark Treasury: |
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| 1.250% due March 31, 2019 |
| 1.875% due March 31, 2022 |
| 2.875% due November 15, 2046 |
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Benchmark Treasury Yield: |
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| 1.238% |
| 1.813% |
| 2.975% |
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Spread to Treasury: |
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| +35 basis points |
| +48 basis points |
| +105 basis points |
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Re-offer Yield: |
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| 1.588% |
| 2.293% |
| 4.025% |
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Coupon: |
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| 1.550% |
| 2.250% |
| 4.000% |
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Price to Public: |
| 100.000% |
| 100.000% |
| 99.925% |
| 99.798% |
| 99.567% |
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Optional Redemption: |
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| Make-whole call at Treasury rate plus 7.5 basis points |
| Prior to April 2, 2022, make-whole call at Treasury rate plus 10 basis points; par call at any time on or after April 2, 2022 |
| Prior to November 2, 2046, make-whole call at Treasury rate plus 20 basis points; par call at any time on or after November 2, 2046 |
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Net Proceeds to PepsiCo (Before Expenses): |
| $349,475,000 |
| $398,600,000 |
| $748,312,500 |
| $745,860,000 |
| $740,190,000 |
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Use of Proceeds: |
| PepsiCo intends to use the net proceeds from this offering for general corporate purposes, including the repayment of commercial paper. | ||||||||
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Day Count Fraction: |
| Actual/360 |
| Actual/360 |
| 30/360 |
| 30/360 |
| 30/360 |
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CUSIP / ISIN: |
| 713448 DS4 / US713448DS45 |
| 713448 DU9 / US713448DU90 |
| 713448 DR6 / US713448DR61 |
| 713448 DT2 / US713448DT28 |
| 713448 DV7 / US713448DV73 |
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Minimum Denomination: |
| $2,000 and integral multiples of $1,000 | ||||||||
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Joint Book-Running Managers: |
| Deutsche Bank Securities Inc. | ||||||||
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Co-Managers: |
| BBVA Securities 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 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 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 Deutsche Bank Securities Inc. toll-free at 1-800-503-4611, J.P. Morgan Securities LLC collect at (212) 834-4533 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.
