Item 8.01. Other Events.

PepsiCo Senior Notes Offering.

On October 7, 2021, PepsiCo, Inc. ("PepsiCo") announced an offering of €1,000,000,000 aggregate principal amount of its 0.750% Senior Notes due 2033 (the "Notes"). BNP Paribas, Goldman Sachs & Co. LLC and Morgan Stanley & Co. International plc were joint book-running managers for the offering of the Notes.

PepsiCo received net proceeds of approximately €991 million, after deducting underwriting discounts and estimated offering expenses payable by PepsiCo. The net proceeds will be used for general corporate purposes, including the repurchase of outstanding indebtedness and the repayment of commercial paper.

The Notes were offered and sold pursuant to a Terms Agreement (the "Terms Agreement") dated October 7, 2021 (incorporating the PepsiCo, Inc. Underwriting Agreement Standard Provisions dated as of November 18, 2019 (the "Standard Provisions")) among PepsiCo and 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 October 7, 2021, together with the accompanying prospectus, dated November 18, 2019, relating to the offer and sale of the Notes. The Notes were issued on October 14, 2021 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.





Title of Securities:                                  0.750% Senior Notes due
                                                      2033
Aggregate Principal Amount Offered:                   €1,000,000,000
Maturity Date:                                        October 14, 2033
Interest Payment Dates:                               Annually on October 14,
                                                      commencing October 14,
                                                      2022.
Coupon:                                               0.750%
Optional Redemption:                                  Prior to July 14, 2033,
                                                      make-whole call at
                                                      comparable government bond
                                                      rate plus 15 basis points;
                                                      par call at any time on or
                                                      after July 14, 2033.
Price to Public:                                      99.669%

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 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 form of 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 and Exhibit 4.1, 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.





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Item 9.01. Financial Statements and Exhibits.






(d)     Exhibits

1.1 Terms Agreement dated October 7, 2021 (incorporating the PepsiCo, Inc.


        Underwriting Agreement Standard Provisions dated as of November 18, 2019)
        among PepsiCo and 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 filed with the SEC on November 18,
         2019).




   4.1     Form of 0.750% Senior Note due 2033.




   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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