Issuer Free Writing Prospectus
Filed Pursuant to Rule 433
Registration Statement No. 333-266332
February 13, 2023
PepsiCo, Inc.
Floating Rate Notes due 2026
4.550% Senior Notes due 2026
4.450% Senior Notes due 2028
4.450% Senior Notes due 2033
4.650% Senior Notes due 2053
| Issuer: | PepsiCo, Inc. |
| Ratings (S&P / Moody’s): | A+ / A1 (Stable Outlook / Stable Outlook) |
| Trade Date: | February 13, 2023 |
| Settlement Date (T+2): | February 15, 2023 |
| Title of Securities: | Floating Rate Notes due 2026 | 4.550% Senior Notes due 2026 | 4.450% Senior Notes due 2028 | 4.450% Senior Notes due 2033 | 4.650% Senior Notes due 2053 |
| Aggregate Principal Amount Offered: | $350,000,000 | $500,000,000 | $650,000,000 | $1,000,000,000 | $500,000,000 |
| Maturity Date: | February 13, 2026 | February 13, 2026 | May 15, 2028 | February 15, 2033 | February 15, 2053 |
| Interest Payment Dates: | Quarterly in arrears on each February 13, May 13, August 13 and November 13, commencing May 13, 2023 | Semi-annually on each February 13 and August 13, commencing August 13, 2023 | Semi-annually on each May 15 and November 15, commencing November 15, 2023 | Semi-annually on each February 15 and August 15, commencing August 15, 2023 | Semi-annually on each February 15 and August 15, commencing August 15, 2023 |
| Benchmark Treasury: | — | 4.000% due February 15, 2026 | 3.500% due January 31, 2028 | 3.500% due February 15, 2033 | 4.000% due November 15, 2052 |
| Benchmark Treasury Yield: | — | 4.221% | 3.925% | 3.717% | 3.779% |
| Spread to Treasury: | — | +35 basis points | +55 basis points | +75 basis points | +87.5 basis points |
| Re-offer Yield: | — | 4.571% | 4.475% | 4.467% | 4.654% |
| Coupon: | Compounded SOFR plus 0.400%. The interest rate on the Floating Rate Notes due 2026 will in no event be lower than zero | 4.550% | 4.450% | 4.450% | 4.650% |
| Floating Rate Interest Calculation: | The amount of interest accrued and payable on the Floating Rate Notes due 2026 for each interest period will be calculated by the calculation agent and will be equal to the product of (i) the outstanding principal amount of the Floating Rate Notes due 2026 multiplied by (ii) the product of (a) the interest rate for the relevant interest period multiplied by (b) the quotient of the actual number of calendar days in the relevant Observation Period divided by 360. See “Description of Notes—Floating Rate Notes—Compounded SOFR” in the prospectus supplement | — | — | — | — |
| Compounded SOFR: | A compounded average of the daily Secured Overnight Financing Rate (“SOFR”) determined by reference to the SOFR Index for each quarterly interest period in accordance with the specific formula described under “Description of Notes—Floating Rate Notes—Compounded SOFR” in the prospectus supplement | — | — | — | — |
| Price to Public: | 100.000% | 99.942% | 99.866% | 99.864% | 99.936% |
| Optional Redemption: | — | Prior to January 13, 2026, make-whole call at Treasury Rate plus 10 basis points; par call at any time on or after January 13, 2026 | Prior to April 15, 2028, make-whole call at Treasury Rate plus 10 basis points; par call at any time on or after April 15, 2028 | Prior to November 15, 2032, make-whole call at Treasury Rate plus 15 basis points; par call at any time on or after November 15, 2032 | Prior to August 15, 2052, make-whole call at Treasury Rate plus 15 basis points; par call at any time on or after August 15, 2052 |
| Net Proceeds to PepsiCo (Before Expenses): | $349,212,500 | $498,585,000 | $646,854,000 | $994,140,000 | $495,305,000 |
| 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: | Actual/360 | 30/360 | 30/360 | 30/360 | 30/360 |
| CUSIP / ISIN: | 713448 FP8 / US713448FP87 | 713448 FQ6 / US713448FQ60 | 713448 FR4 / US713448FR44 | 713448 FS2 / US713448FS27 | 713448 FT0 / US713448FT00 |
| Minimum Denomination: | $2,000 and integral multiples of $1,000 |
| Joint Book-Running Managers: | BofA Securities, Inc.
Citigroup Global Markets Inc. J.P. Morgan Securities LLC |
| Senior Co-Managers: | BNP Paribas Securities Corp.
Deutsche Bank Securities Inc.
HSBC Securities (USA) Inc.
BBVA Securities Inc.
TD Securities (USA) LLC |
| Co-Managers: | Academy Securities, Inc.
ANZ Securities, Inc.
Cabrera Capital Markets LLC
CastleOak Securities, L.P.
ING Financial Markets LLC
PNC Capital Markets LLC
Siebert Williams Shank & Co., LLC 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 BofA Securities, Inc. toll-free at 1-800-294-1322, Citigroup Global Markets Inc. toll-free at 1-800-831-9146 or J.P. Morgan Securities LLC at 1-212-834-4533 (collect).
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