Item 8.01. Other Events.

PepsiCo Senior Notes Offering.

On April 29, 2020, PepsiCo, Inc. ("PepsiCo") announced an offering of $1,000,000,000 of its 0.750% Senior Notes due 2023 (the "2023 Notes") and $1,000,000,000 of its 1.625% Senior Notes due 2030 (the "2030 Notes," and together with the 2023 Notes, the "Notes"). Goldman Sachs & Co. LLC, Mizuho Securities USA LLC and Morgan Stanley & Co. LLC were joint book-running managers for the offering of the Notes.

PepsiCo received net proceeds of approximately $1,987 million, after deducting underwriting discounts and estimated offering expenses payable by PepsiCo. The net proceeds will be used for general corporate purposes, including the repayment of commercial paper.





The Notes were offered and sold pursuant to a Terms Agreement (the "Terms
Agreement") dated April 29, 2020 (incorporating the PepsiCo, Inc. Underwriting
Agreement Standard Provisions dated as of November 18, 2019 (the "Standard
Provisions")) among PepsiCo and the representatives of the several underwriters,
under PepsiCo's automatic shelf registration statement (the "Registration
Statement") on Form S-3 (File No. 333-234767), filed with the Securities and
Exchange Commission (the "SEC") on November 18, 2019. PepsiCo has filed with the
SEC a prospectus supplement, dated April 29, 2020, together with the
accompanying prospectus, dated November 18, 2019, relating to the offer and sale
of the Notes. The Notes were issued on May 1, 2020 pursuant to an Indenture (the
"Indenture") dated as of May 21, 2007 between PepsiCo and The Bank of New York
Mellon, as Trustee. The following table summarizes information about the Notes
and the offering thereof.



                             0.750% Senior Notes due      1.625% Senior Notes due
                                       2023                         2030
Aggregate Principal
Amount Offered:             $1,000,000,000               $1,000,000,000
Maturity Date:              May 1, 2023                  May 1, 2030
Interest Payment Dates:     Semi-annually on each May    Semi-annually on each May
                            1 and November 1,            1 and November 1,
                            commencing on November 1,    commencing on November 1,
                            2020                         2020
Coupon:                     0.750%                       1.625%
Optional Redemption:        Make-whole call at           Prior to February 1, 2030,
                            Treasury rate plus 10        make-whole call at
                            basis points                 Treasury rate plus 20
                                                         basis points; par call at
                                                         any time on or after
                                                         February 1, 2030
Price to Public:            99.802%                      99.569%

The Notes are unsecured obligations of PepsiCo and rank equally with all of PepsiCo's other unsecured senior indebtedness. The Indenture also contains customary event of default provisions.





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The above description of the Terms Agreement, the Indenture and the Notes is qualified in its entirety by reference to the Terms Agreement, the Indenture and the forms of Notes. Each of the Terms Agreement, the Standard Provisions and the forms of the 2023 Note and 2030 Note is incorporated by reference into the Registration Statement and is filed with this Current Report on Form 8-K as Exhibit 1.1, Exhibit 1.2, Exhibit 4.1 and Exhibit 4.2, respectively. The Board of Directors resolutions authorizing PepsiCo's officers to establish the terms of the Notes have been filed as Exhibit 4.7 to the Registration Statement. The Indenture has been filed as Exhibit 4.3 to the Registration Statement. Opinions regarding the legality of the Notes are incorporated by reference into the Registration Statement and are filed with this Current Report on Form 8-K as Exhibits 5.1 and 5.2; and consents relating to such incorporation of such opinions are incorporated by reference into the Registration Statement and are filed with this Current Report on Form 8-K as Exhibits 23.1 and 23.2 by reference to their inclusion within Exhibits 5.1 and 5.2, respectively.

Item 9.01. Financial Statements and Exhibits.






(d)    Exhibits



  1.1     Terms Agreement dated April 29, 2020 (incorporating the PepsiCo, Inc.
        Underwriting Agreement Standard Provisions dated as of November 18, 2019)
        among PepsiCo and Goldman Sachs & Co. LLC, Mizuho Securities USA LLC and
        Morgan Stanley & Co. LLC as representatives of the several underwriters
        named therein.




  1.2     PepsiCo, Inc. Underwriting Agreement Standard Provisions dated as of
        November 18, 2019 (incorporated by reference to Exhibit 1.2 to PepsiCo's
        Registration Statement on Form S-3 (File No. 333-234767) filed with the
        SEC on November 18, 2019).




  4.1     Form of 0.750% Senior Note due 2023.




  4.2     Form of 1.625% Senior Note due 2030.




  5.1     Opinion of Davis Polk & Wardwell LLP.




  5.2     Opinion of Womble Bond Dickinson (US) LLP.




  23.1     Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1).




  23.2     Consent of Womble Bond Dickinson (US) LLP (included in Exhibit 5.2).

104 The cover page from this Current Report on Form 8-K, formatted in Inline


    XBRL.




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