Issuer Free Writing Prospectus
Filed Pursuant to Rule 433
Registration Statement No. 333-133735
November 29, 2007
PepsiCo, Inc.
$1,000,000,000 4.65% Senior Notes Due February 15, 2013
| Issuer: | PepsiCo, Inc. | |
| Title of Securities: | 4.65% Senior Notes Due 2013 | |
| Ratings: | Aa2 (Stable) by Moody’s Investors Service, Inc and A+ (Stable) by Standard & Poor’s Rating Services | |
| Trade Date: | November 29, 2007 | |
| Settlement Date (T+3): | December 4, 2007 | |
| Maturity Date: | February 15, 2013 | |
| Aggregate Principal Amount Offered: | $1,000,000,000 | |
| Price to Public (Issue Price): | 99.908% | |
| Proceeds to PepsiCo (Before Expenses): | $995,580,000 | |
| Benchmark Treasury: | 3.875% Treasury Notes due October 31, 2012 | |
| Benchmark Treasury Yield: | 3.387% | |
| Spread to Treasury: | 128 bps | |
| Re-offer Yield: | 4.667% | |
| Coupon: | 4.650% | |
| Interest Payment Dates: | Semi-annually on each February 15 and August 15, commencing on August 15, 2008 | |
| Minimum Denomination: | $2,000 and integral multiples of $1,000 | |
| Daycount Fraction: | 30 / 360 | |
| CUSIP/ISIN: | 713448 BG2/US713448BG25 | |
| Joint Bookrunners: | Morgan Stanley & Co. Incorporated, Merrill Lynch, Pierce, Fenner & Smith Incorporated, UBS Securities LLC | |
| Co-Managers: | Banc of America Securities LLC, Banco Bilbao Vizcaya Argentaria, S.A., Citigroup Global Markets Inc., The Williams Capital Group, L.P. | |
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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 Morgan Stanley & Co. Incorporated toll-free at 1-866-718-1649 (institutional investors) or 1-800-584-6837 (retail investors), Merrill Lynch, Pierce, Fenner & Smith Incorporated toll-free at 1-866-500-5408, or UBS Securities LLC toll-free at 1-888-722-9555, ext. 337-1088.
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