百事美股招股说明书(2025-02-06版)

PepsiCo, Inc. $500,000,000 4.400% Senior Notes due 2027$750,000,000 4.450% Senior Notes due 2028$1,000,000,000 4.600% Senior Notes due 2030$1,250,000,000 5.000% Senior Notes due 2035 We are offering $500,000,000 of our 4.400% senior notes due 2027 (the “2027 notes”), $750,000,000 of our 4.450% senior notes due2028 (the “2028 notes”), $1,000,000,000 of our 4.600% senior notes due 2030 (the “2030 notes”) and $1,250,000,000 of our 5.000% seniornotes due 2035 (the “2035 notes,” and together with the 2027 notes, the 2028 notes and the 2030 notes, the “notes”). The 2027 notes willbear interest at a fixed rate of 4.400% per annum and will mature on February 7, 2027. We will pay interest on the 2027 notes on February7 and August 7 of each year until maturity, commencing August 7, 2025. The 2028 notes will bear interest at a fixed rate of 4.450% perannum and will mature on February 7, 2028. We will pay interest on the 2028 notes on February 7 and August 7 of each year untilmaturity, commencing August 7, 2025. The 2030 notes will bear interest at a fixed rate of 4.600% per annum and will mature on February7, 2030. We will pay interest on the 2030 notes on February 7 and August 7 of each year until maturity, commencing August 7, 2025. The2035 notes will bear interest at a fixed rate of 5.000% per annum and will mature on February 7, 2035. We will pay interest on the 2035notes on February 7 and August 7 of each year until maturity, commencing August 7, 2025. We may redeem some or all of any series ofnotes at any time and from time to time at the applicable redemption price for that series described herein. See “Description of Notes —Optional Redemption” in this prospectus supplement. The notes will be our unsecured obligations and will rank equally with all of ourother unsecured senior indebtedness from time to time outstanding. The notes will be issued only in registered form in denominations of$2,000 and integral multiples of $1,000 in excess thereof. Plus accrued interest from February 7, 2025, if settlement occurs after that date. The underwriters have agreed to reimburse us for certain expenses. See “Underwriting.” Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities ordetermined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is acriminal offense. The notes will not be listed on any securities exchange. Currently there is no public market for the notes. The notes will be ready for delivery in book-entry form only through The Depository Trust Company, Clearstream Banking,sociétéanonyme, and Euroclear Bank, S.A./N.V., as operator of the Euroclear System, against payment in New York, New York on or aboutFebruary 7, 2025. We have not authorized anyone to provide any information other than that contained orincorporated by reference in this prospectus supplement, the accompanying prospectus or inany free writing prospectus filed by us with the U.S. Securities and Exchange Commission(the “SEC”). We take no responsibility for, and can provide no assurance as to the reliabilityof, any other information that others may give you. We are not, and the underwriters are not,making an offer to sell the notes in any jurisdiction where the offer and sale is not permitted.You should not assume that the information contained in this prospectus supplement, theaccompanying prospectus, any free writing prospectus or any document incorporated byreference is accurate as of any date other than their respective dates. Our business, financialcondition, results of operations and prospects may have changed since those dates. As used in this prospectus supplement, unless otherwise specified or where it is clearfrom the context that the term only means the issuer, the terms “PepsiCo,” the “Company,”“we,” “us,” and “our” refer to PepsiCo, Inc. and its consolidated subsidiaries. Our principalexecutive offices are located at 700 Anderson Hill Road, Purchase, New York 10577, and ourtelephone number is (914) 253-2000. We maintain a website at www.pepsico.com wheregeneral information about us is available. We are not incorporating the contents of the websiteinto this prospectus supplement or the accompanying prospectus. TABLE OF CONTENTS 3Where You Can Find More InformationS-24ProspectusThe Issuers1About This Prospectus1Where You Can Find More Information2Special Note on Forward-Looking Statements2Risk Factors3Use of Proceeds14Description of Common Stock15Description of Debt Securities18Description of Warrants39Description of Units39Forms of Securities40Enforcement of Civil Liabilities and Service of Process41Validity of Securities43Independent Registered Public Accounting Firm43 SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS AND RISK FACTORS Certain sections of this prospectus supplement, including the documents incorporated byreference herein, contain statements reflecting our views about ou