Terms Agreement dated March 17, 2020 (incorporating the PepsiCo, Inc. Underwriting Agreement Standard Provisions dated as of November 18, 2019) among PepsiCo and BofA Securities, Inc., Citigroup Global Markets Inc. and J.P. Morgan Securities LLC as representatives of the several underwriters named therein

Exhibit 1.1

PEPSICO, INC.

2.250% Senior Notes due 2025
2.625% Senior Notes due 2027
2.750% Senior Notes due 2030
3.500% Senior Notes due 2040
3.625% Senior Notes due 2050
3.875% Senior Notes due 2060

TERMS AGREEMENT

March 17, 2020

Ladies and Gentlemen:

We understand that PepsiCo, Inc., a North Carolina corporation (the “Company”), proposes to issue and sell $1,500,000,000 of its 2.250% Senior Notes due 2025 (the “2025 Notes”), $500,000,000 of its 2.625% Senior Notes due 2027 (the “2027 Notes”), $1,500,000,000 of its 2.750% Senior Notes due 2030 (the “2030 Notes”), $750,000,000 of its 3.500% Senior Notes due 2040 (the “2040 Notes”), $1,500,000,000 of its 3.625% Senior Notes due 2050 (the “2050 Notes”) and $750,000,000 of its 3.875% Senior Notes due 2060 (the “2060 Notes,” and together with the 2025 Notes, 2027 Notes, 2030 Notes, 2040 Notes and 2050 Notes, the “Underwritten Securities”) subject to the terms and conditions stated herein and in the PepsiCo, Inc. Underwriting Agreement Standard Provisions dated as of November 18, 2019 filed with the Securities and Exchange Commission on November 18, 2019 as Exhibit 1.2 to the Company’s Registration Statement on Form S-3 (File No. 333-234767) (the “Standard Provisions”). Each of the applicable provisions in the Standard Provisions (including defined terms) is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein. We, the underwriters named below (the “Underwriters”), offer to purchase, severally and not jointly, the amount of Underwritten Securities opposite our names set forth below at a purchase price equal to 99.579% of the principal amount thereof for the 2025 Notes, 99.087% of the principal amount thereof for the 2027 Notes, 99.013% of the principal amount thereof for the 2030 Notes, 98.607% of the principal amount thereof for the 2040 Notes, 98.599% of the principal amount thereof for the 2050 Notes and 97.544% of the principal amount thereof for the 2060 Notes.

The Underwriters agree to reimburse the Company for $4,987,500 of its expenses incurred in connection with the offering of the Underwritten Securities; such reimbursement to occur simultaneously with the purchase and sale of the Underwritten Securities at the Closing Time.

Section 9(f) of the Standard Provisions shall apply to this Agreement.

For purposes of Section 21 of the Standard Provisions, the identified provisions are: (i) the fifth paragraph of text under the caption “Underwriting” in such preliminary prospectus, Time of Sale Prospectus and the Prospectus; (ii) the third sentence of the seventh paragraph of text under the caption “Underwriting” in such preliminary prospectus, Time of Sale Prospectus and the Prospectus; (iii) the eighth paragraph of text under the caption “Underwriting” in such preliminary prospectus, Time of Sale Prospectus and the Prospectus; and (iv) the tenth and eleventh paragraphs of text under the caption “Underwriting” in such preliminary prospectus, Time of Sale Prospectus and the Prospectus.

The undersigned are acting as the “Representative” under the Standard Provisions (the “Representatives”). The Representatives represent and warrant that they are duly authorized to execute and deliver this Terms Agreement on behalf of the several Underwriters named above.

The Underwritten Securities and the offering thereof shall have the following additional terms:

IN WITNESS WHEREOF, the parties hereto have executed this Terms Agreement as of the date first above written.

CONFIRMED AND ACCEPTED, as of the date first above written:

BOFA SECURITIES, INC.
CITIGROUP GLOBAL MARKETS INC.
J.P. MORGAN SECURITIES LLC

as Representatives of the several Underwriters

Schedule I

Time of Sale Prospectus: