Issuer Free Writing Prospectus
Filed Pursuant to Rule 433
Registration Statement No. 333-177307
February 29, 2012
PepsiCo, Inc.
0.750% Senior Notes due 2015
2.750% Senior Notes due 2022
4.000% Senior Notes due 2042
| Issuer:
|
PepsiCo, Inc.
| |||||
| Ratings (Moody’s /S&P):
|
Aa3 / A- (negative / stable outlook)
| |||||
| Trade Date:
|
February 29, 2012
| |||||
| Settlement Date (T+3):
|
March 5, 2012
| |||||
| Title of Securities:
|
0.750% Senior Notes due 2015
|
2.750% Senior Notes due 2022
|
4.000% Senior Notes due 2042
| |||
| Aggregate Principal Amount Offered:
|
$750,000,000
|
$1,250,000,000
|
$750,000,000
| |||
| Maturity Date:
|
March 5, 2015
|
March 5, 2022
|
March 5, 2042
| |||
| Interest Payment Dates:
|
Semi-annually on each March 5 and September 5, commencing on September 5, 2012.
|
Semi-annually on each March 5 and September 5, commencing on September 5, 2012.
|
Semi-annually on each March 5 and September 5, commencing on September 5, 2012.
| |||
| Benchmark Treasury:
|
0.250% due February 15, 2015
|
2.000% due February 15, 2022
|
3.125% due November 15, 2041
| |||
| Benchmark Treasury Yield:
|
0.415%
|
1.970%
|
3.068%
| |||
| Spread to Treasury:
|
+35 bps
|
+80 bps
|
+95 bps
| |||
| Re-offer Yield:
|
0.765%
|
2.770%
|
4.018%
| |||
| Coupon:
|
0.750%
|
2.750%
|
4.000%
| |||
| Price to Public:
|
99.956%
|
99.826%
|
99.688%
| |||
| Optional Redemption:
|
Make-whole call at Treasury rate plus 5 basis points
|
Make-whole call at Treasury rate plus 12.5 basis points
|
Make-whole call at Treasury rate plus 15 basis points
| |||
| Daycount Fraction:
|
30 / 360
|
30 / 360
|
30 / 360
| |||
| CUSIP/ISIN:
|
713448 BX5 / US713448BX57
|
713448 BY3 / US713448BY31
|
713448 BZ0 / US713448BZ06
| |||
| Minimum Denomination:
|
$2,000 and integral multiples of $1,000
| |||||
| Joint Bookrunners:
|
Goldman, Sachs & Co. J.P. Morgan Securities LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated
| |||||
|
Co-Managers: |
ANZ Securities, Inc. Citigroup Global Markets Inc. HSBC Securities (USA) Inc. TD Securities (USA) LLC Drexel Hamilton, LLC Muriel Siebert & Co., 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 Standard & Poor’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 Web site 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 Goldman, Sachs & Co. toll free at 1-866-471-2526, J.P. Morgan Securities LLC collect at 1-212-834-4533 or Merrill Lynch, Pierce, Fenner & Smith Incorporated toll-free at 1-800-294-1322.
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