Item 8.01. Other Events.

PepsiCo Senior Notes Offerings.

On October 5, 2020, PepsiCo, Inc. ("PepsiCo") announced offerings of $750,000,000 of its 0.400% Senior Notes due 2023 (the "2023 Notes") and $750,000,000 of its 1.400% Senior Notes due 2031 (the "2031 Notes," and together with the 2023 Notes, the "Notes"). Academy Securities, Inc., CastleOak Securities, L.P., Citigroup Global Markets Inc., Drexel Hamilton, LLC, J.P. Morgan Securities LLC, Loop Capital Markets LLC, Mischler Financial Group, Inc., R. Seelaus & Co., LLC, Samuel A. Ramirez & Company, Inc. and Siebert Williams Shank & Co., LLC were joint book-running managers for the offering of the 2023 Notes. Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC were joint book-running managers for the offering of the 2031 Notes.

PepsiCo received net proceeds of approximately $748 million from the 2023 Notes offering and $743 million from the 2031 Notes offering, in each case 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.





Each series of Notes was offered and sold pursuant to a Terms Agreement (the
"2023 Terms Agreement" and "2031 Terms Agreement," respectively) dated October
5, 2020 (incorporating the PepsiCo, Inc. Underwriting Agreement Standard
Provisions dated as of November 18, 2019 (the "Standard Provisions")) among
PepsiCo and the respective 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. With respect to each series of
Notes, PepsiCo has filed with the SEC a prospectus supplement, dated October 5,
2020, together with the accompanying prospectus, dated November 18, 2019,
relating to the offer and sale of such series. The Notes of each series were
issued on October 7, 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 offerings
thereof.



Title of Securities:        0.400% Senior Notes due     1.400% Senior Notes due
                            2023                        2031
Aggregate Principal         $750,000,000                $750,000,000
Amount Offered:
Maturity Date:              October 7, 2023             February 25, 2031
Interest Payment Dates:     Semi-annually on each       Semi-annually on each
                            April 7 and October 7,      February 25 and August
                            commencing April 7, 2021    25, commencing February
                                                        25, 2021
Coupon:                     0.400%                      1.400%
Optional Redemption:        Make-whole call at          Prior to November 25,
                            Treasury rate plus 5        2030, make-whole call at
                            basis points                Treasury rate plus 15
                                                        basis points; par call at
                                                        any time on or after
                                                        November 25, 2030
Price to Public:            99.943%                     99.597%




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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.

The above description of the 2023 Terms Agreement, the 2031 Terms Agreement, the Indenture and the Notes is qualified in its entirety by reference to the 2023 Terms Agreement, the 2031 Terms Agreement, the Indenture and the forms of Notes. Each of the 2023 Terms Agreement, the 2031 Terms Agreement, the Standard Provisions, and the forms of the 2023 Note and 2031 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 1.3, 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 (2023 Notes), 5.2 (2023 Notes), 5.3 (2031 Notes) and 5.4 (2031 Notes); 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, 23.2, 23.3 and 23.4 by reference to their inclusion within Exhibits 5.1, 5.2, 5.3 and 5.4, respectively.

Item 9.01. Financial Statements and Exhibits.






(d)    Exhibits



   1.1     Terms Agreement dated October 5, 2020 (incorporating the PepsiCo, Inc.
         Underwriting Agreement Standard Provisions dated as of November 18, 2019)
         among PepsiCo and Academy Securities, Inc., CastleOak Securities, L.P.,
         Citigroup Global Markets Inc., Drexel Hamilton, LLC, J.P. Morgan
         Securities LLC, Loop Capital Markets LLC, Mischler Financial Group, Inc.,
         R. Seelaus & Co., LLC, Samuel A. Ramirez & Company, Inc. and Siebert
         Williams Shank & Co., LLC as Representatives of the several underwriters
         named therein.




   1.2     Terms Agreement dated October 5, 2020 (incorporating the PepsiCo, Inc.
         Underwriting Agreement Standard Provisions dated as of November 18, 2019)
         among PepsiCo and Citigroup Global Markets Inc., J.P. Morgan Securities
         LLC and Morgan Stanley & Co. LLC as Representatives of the several
         underwriters named therein.




   1.3     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 0.400% Senior Note due 2023.




   4.2     Form of 1.400% Senior Note due 2031.




   5.1     Opinion of Davis Polk & Wardwell LLP (2023 Notes).




   5.2     Opinion of Womble Bond Dickinson (US) LLP (2023 Notes).




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   5.3     Opinion of Davis Polk & Wardwell LLP (2031 Notes).




   5.4     Opinion of Womble Bond Dickinson (US) LLP (2031 Notes).




   23.1     Consent of Davis Polk & Wardwell LLP (2023 Notes) (included in Exhibit
          5.1).




   23.2     Consent of Womble Bond Dickinson (US) LLP (2023 Notes) (included in
          Exhibit 5.2).




   23.3     Consent of Davis Polk & Wardwell LLP (2031 Notes) (included in Exhibit
          5.3).




   23.4     Consent of Womble Bond Dickinson (US) LLP (2031 Notes) (included in
          Exhibit 5.4).

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


     XBRL.




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