Terms Agreement dated February 12, 2024 (incorporating the PepsiCo Singapore Underwriting Agreement Standard Provisions dated as of February 12, 2024) among the Issuer, PepsiCo and Deutsche Bank AG, Singapore Branch, Goldman Sachs (Singapore) Pte., Mizuho Securities (Singapore) Pte. Ltd. and Morgan Stanley Asia (Singapore) Pte., as Representatives of the several underwriters named therein

 Exhibit 1.1

PEPSICO SINGAPORE FINANCING I PTE. LTD.
Issuer
PEPSICO, INC.
Guarantor

Floating Rate Notes due 2027
4.650% Senior Notes due 2027
4.550% Senior Notes due 2029
4.700% Senior Notes due 2034

TERMS AGREEMENT

February 12, 2024

Ladies and Gentlemen:

We understand that PEPSICO SINGAPORE FINANCING I PTE. LTD. (the “Issuer”), a private company limited by shares incorporated under the laws of the Republic of Singapore, proposes to issue and sell $300,000,000 of its Floating Rate Notes due 2027 (the “2027 Floating Rate Notes”), $550,000,000 of its 4.650% Senior Notes due 2027 (the “2027 Notes”), $450,000,000 of its 4.550% Senior Notes due 2029 (the “2029 Notes”) and $450,000,000 of its 4.700% Senior Notes due 2034 (the “2034 Notes,” and together with the 2027 Floating Rate Notes, 2027 Notes and 2029 Notes, the “Notes”), which Notes are to be fully and unconditionally guaranteed by PEPSICO, INC. (“PepsiCo”), a North Carolina corporation (the Notes, together with such guarantee, the “Underwritten Securities”), subject to the terms and conditions stated herein and in the PepsiCo Singapore Underwriting Agreement Standard Provisions dated as of February 12, 2024 incorporated by reference to Exhibit 1.4 to the Issuer’s and PepsiCo’s Registration Statement on Form S-3 (File Nos. 333-277003 and 333-277003-01) filed with the Securities and Exchange Commission on February 12, 2024 (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 99.820% of the principal amount thereof for the 2027 Floating Rate Notes, 99.787% of the principal amount thereof for the 2027 Notes, 99.554% of the principal amount thereof for the 2029 Notes and 99.403% of the principal amount thereof for the 2034 Notes.

Payment of the purchase price for the Underwritten Securities shall be net of $336,960 of GST charged by the GST-registered Underwriters as follows, such amount being the prevailing GST rate of 9% multiplied by the difference (with respect to each of the Underwritten Securities set forth opposite each GST-registered Underwriter’s name above) between the price to the public as set forth below and the purchase price of the Underwritten Securities as set forth above:

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 eleventh and twelfth 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 signature of any signatory to this Agreement may be manual or facsimile (including, for the avoidance of doubt, electronic).

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:

DEUTSCHE BANK AG, SINGAPORE BRANCH
GOLDMAN SACHS (SINGAPORE) PTE.
MIZUHO SECURITIES (SINGAPORE) PTE. LTD.
MORGAN STANLEY ASIA (SINGAPORE) PTE.

as Representatives of the several Underwriters

Schedule I

Time of Sale Prospectus: