/C O R R E C T I O N -- PepsiCo, Inc./

                    /C O R R E C T I O N -- PepsiCo, Inc./

PR Newswire

PURCHASE, N.Y., Feb. 14, 2013

In the news release, PepsiCo Reports Fourth Quarter and Full Year 2012
Results, issued Feb. 14, 2013 by PepsiCo, Inc. over PR Newswire, we are
advised by the company that the last sentence in the third paragraph under
"2013 Outlook" should read "within the company's long-term capital spending
target of less than or equal to 5 percent of net revenue." rather than "within
the company's long-term capital spending target of less than 5 percent of net
revenue." as originally issued inadvertently. The complete, corrected release
follows:

  PepsiCo Reports Fourth Quarter and Full Year 2012 Results

    -- Fourth quarter core(1) EPS $1.09 and reported EPS $1.06

    -- Full year core EPS $4.10 and reported EPS $3.92

    -- Organic(1) revenue grew 5 percent in the fourth quarter and in the full
    year. Reported net revenue declined 1 percent for the quarter and 1.5
    percent for the full year, reflecting the impact of previously announced
    structural changes, a 53rd week in 2011 and unfavorable foreign exchange
    translation

    -- For 2013, company targets mid-single-digit organic revenue growth and 7
    percent core constant currency(1) EPS growth

    -- Company expects to return approximately $6.4 billion to shareholders
    through dividends and share repurchases in 2013

    -- Company announces quarterly dividend increase of 5.6 percent, starting
    in June 2013

PURCHASE, N.Y., Feb. 14, 2013 /PRNewswire/ -- PepsiCo, Inc. (NYSE: PEP) today
reported core earnings per share of $1.09 for the fourth quarter of 2012 and
$4.10 for the full year, on organic revenue growth of 5 percent for both the
quarter and the full year.

"In 2012, we delivered 5 percent organic revenue growth, reflecting PepsiCo's
many strengths: we're well positioned in attractive and highly complementary
growth categories, our portfolio is diversified with products that have broad
appeal and a global footprint that is balanced, and we have an enviable
portfolio of iconic brands," said Chairman and CEO Indra Nooyi.

"We also took a number of significant steps in 2012 that will even better
position our business for sustainable, long-term growth; we increased our
brand investment, stepped up our innovation, improved our marketplace
execution and embarked on an aggressive productivity program that will
contribute to our profitability and act as a funding source of future
investment.

"Our recent brand-building initiatives and innovation across the portfolio,
including Quaker Real Medleys, Gatorade Energy Chews, Pepsi Next and Doritos
Locos Tacos, are translating into success in the marketplace."

"Just as importantly, we remain highly focused on generating attractive
returns for our shareholders. We returned $6.5 billion to shareholders in
2012 through a combination of share repurchases and dividends, and today
announced an increase in our quarterly dividend that will take effect in June.

"We're encouraged by the progress we're making and expect performance in the
coming year to be consistent with our long-term targets."

(1) Please refer to the Glossary for the definitions of Non-GAAP financial
measures including core, constant currency, organic and management operating
cash flow.

Operating and Marketplace Highlights

  oAchieved 5 percent organic revenue growth in the quarter and for the full
    year with a good balance between volume growth(2) and price realization.
  oPepsiCo Americas Foods organic revenue grew 8 percent in the quarter
    driven by organic revenue gains in all divisions, including Frito-Lay
    North America, Quaker Foods North America and Latin America Foods.
    Reported net revenue increased 3.5 percent in the quarter, with declines
    at FLNA and QFNA due to the impact of an extra reporting week in the
    fourth quarter of 2011.
  oFrito-Lay North America and PepsiCo Americas Beverages market share trends
    in the U.S. improved sequentially in the fourth quarter reflecting
    disciplined execution and significant investments in advertising and
    marketing.
  oAMEA organic revenue grew 8 percent in the quarter driven by
    low-double-digit organic volume growth in snacks and mid-single-digit
    organic volume growth in beverages. Reported net revenue in AMEA declined
    13 percent in the fourth quarter, reflecting the impact of structural
    changes.
  oOn an organic basis, emerging and developing market revenue grew 9 percent
    in the quarter. On a reported basis, emerging and developing market net
    revenue was even with the prior year quarter, primarily due to beverage
    refranchisings in China and Mexico. 
  oSubstantially increased advertising and marketing expense by 50 basis
    points to 5.7 percent of net revenue during 2012, supporting the company's
    long-term brand-building initiatives.
  oDelivered more than $1 billion of productivity savings during 2012 through
    disciplined cost management programs. The company remains on track to
    deliver $3 billion in productivity savings by 2015.
  oManagement operating cash flow (excluding certain items) was $7.4 billion
    in 2012. Cash flow from operations was $8.5 billion.
  oDelivered a 20 percent reduction in net capital spending to 4.0 percent of
    2012 net revenue.
  oReturned $6.5 billion to shareholders in 2012 through $3.2 billion in
    share repurchases and $3.3 billion in dividends.

(2) All 2012 volume growth measures reflect an adjustment to the base year
(2011) for divestitures that occurred in 2012 and 2011, and exclude the impact
of an extra reporting week in 2011.

Summary of Fourth Quarter Financial Performance

  oOrganic revenue grew 5 percent and reported net revenue declined 1
    percent. Organic revenue growth was driven by balanced volume growth and
    effective net pricing. Structural changes, primarily refranchisings in
    China and Mexico, negatively impacted reported net revenue performance by
    3 percentage points. An extra reporting week in the prior year quarter
    negatively impacted reported net revenue performance by 3 percentage
    points and foreign exchange translation had less than a 1 percent
    unfavorable impact in the quarter.
  oCore constant currency operating profit declined 7 percent reflecting the
    impact of increased commodity costs, increased advertising and marketing
    expense, higher pension expense, lapping gains related to certain
    divestitures and asset disposals in the fourth quarter of 2011, partially
    offset by productivity initiatives. Reported operating profit declined 1.5
    percent and included the impacts of a lump sum pension settlement charge
    in the current year and an extra reporting week in 2011, partially offset
    by lower restructuring and certain impairment charges and merger and
    integration charges in the current year.
  oThe company's core effective tax rate was 26.7 percent, below the prior
    year quarter primarily due to an adjustment to deferred tax liabilities.
    The company's reported effective tax rate was 15.4 percent reflecting the
    benefit of a tax court decision.
  oCore EPS was $1.09 and reported EPS was $1.06. Core EPS excludes a $0.14
    per share tax benefit related to a tax court decision, an $0.08 per share
    charge related to a pension lump sum settlement, a $0.06 per share impact
    of certain restructuring, impairment and integration charges, and a $0.02
    per share impact from mark-to-market net losses on commodity hedges.
    Mark-to-market gains and losses on commodity hedges are subsequently
    reflected in core division results when the divisions take delivery of the
    underlying commodity.

Summary Fourth Quarter 2012 Performance (Percent Growth)

                                        

                           Core Constant 

                   Reported Currency^a    Organic^b
Volume^c
 Snacks                               4.5
 Beverages                             2
Net Revenue        (1)                    5
Operating Profit^d (1.5)    (7)
EPS                19       (5)



                                                 Core
                
                                                 Constant
                
                                                 Currency
                
                          Net     Operating Organic Operating
                Volume^c                    Revenue
                          Revenue Profit^d          Profit
PAF             6^e       3.5     2         8       (2)
 FLNA        5         (1)     3.5       5       3
 LAF         8^e       13      8         13      (4.5)
 QFNA        6 ^       (0.5)   (17)      5       (18)
PAB             -         (4)     (1)       2.5     (8)
Europe          1/(1)^f   1       38        3.5     (10)
AMEA            12/13^f,g (13)    (25)      8       (20)
                                                
Total Divisions
                6/4^f     (1)     2.5       5       (5)
                                           
Total PepsiCo             (1)                       (7)
                                  (1.5)     5



^a Core constant currency results are non-GAAP financial measures that exclude
certain items affecting comparability. For more information about our core
constant currency results, see "Reconciliation of GAAP and Non-GAAP
Information" in the attached exhibits. Please refer to the Glossary for
definitions of "Core" and "Constant currency".

^b Organic results are non-GAAP financial measures that adjust for impacts of
acquisitions, divestitures and other structural changes, foreign exchange
translation and a 53^rd week in the fourth quarter of 2011. Please refer to
the Glossary for additional information regarding organic results.

^c Volume growth measures adjusted to exclude the impact of a 53^rd week in
the fourth quarter of the base year (2011).

^d The reported operating profit performance was impacted by certain items
excluded from our core results in both 2012 and 2011. See "Reconciliation of
GAAP and Non-GAAP Information" in the attached exhibits for more information
about these items. Please refer to the Glossary for the definition of "Core".

^e PAF and LAF volumes include 2 percentage points and 4 percentage points of
benefit, respectively, related to acquisitions.

^f Snacks/Beverages.

^g AMEA beverage volume includes an estimated benefit of 6 percentage points
relating to co-branded juice drinks in China, after adjustment to include
co-branded juice drink volume in China for the fourth quarter of the base year
(2011).

Summary Full Year 2012 Performance (Percent Growth)

                            
                                         
                            Core Constant
                   Reported               Organic^b
                            Currency^a
Volume^c
 Snacks                               3
 Beverages                             1
Net Revenue        (1.5)                  5
Operating Profit^d (5)      (5)
EPS                (3)      (5)

                                                 Core
                
                                                 Constant
                
                                                 Currency
                
                          Net     Operating Organic Operating
                Volume^c                    Revenue
                          Revenue Profit^d          Profit
PAF             5^e       4       (2)       7       -
 FLNA        1         2       1         4       2
 LAF         13^e      9       (2)       14      4
 QFNA        1         (1)     (13)      1       (12)
PAB             (1)       (4.5)   (10)      1.5     (11)
Europe          3/1^f,g   (1)     10        4       3
AMEA            14/10^f,h (10)    (16)      10      4
                                                
Total Divisions
                6/2.5 ^ f (1.5)   (4)       5       (3)
                                           
Total PepsiCo             (1.5)                     (5)
                                  (5)       5

^a Core constant currency results are non-GAAP financial measures that exclude
certain items affecting comparability. For more information about our core
constant currency results, see "Reconciliation of GAAP and Non-GAAP
Information" in the attached exhibits. Please refer to the Glossary for
definitions of "Core" and "Constant currency".

^b Organic results are non-GAAP financial measures that adjust for impacts of
acquisitions, divestitures and other structural changes, foreign exchange
translation and a 53^rd week in 2011. Please refer to the Glossary for
additional information regarding organic results.

^c  Volume growth measures adjusted to exclude the impact of a 53^rd week in
the fourth quarter of the base year (2011).

^d The reported operating profit performance was impacted by certain items
excluded from our core results in both 2012 and 2011. See "Reconciliation of
GAAP and Non-GAAP Information" in the attached exhibits for more information
about these items. Please refer to the Glossary for the definition of "Core".

^e PAF and LAF volumes include 3 and 9 percentage points of benefit,
respectively, related to acquisitions.

^f Snacks/Beverages.

^g Europe snacks and beverage volumes include 2 percentage points and 1
percentage point of benefit, respectively, related to acquisitions.

^h AMEA beverage volume includes an estimated benefit of 4 percentage points
relating to co-branded juice drinks in China, after adjustment to include
co-branded juice drink volume in China for the fourth quarter of the base year
(2011).

Division Operating Summaries

PepsiCo Americas Foods (PAF)

Organic revenue grew 8 percent in the quarter driven by 5 percentage points of
organic volume growth and 3 percentage points of effective net pricing.
Reported net revenue increased 3.5 percent reflecting a 4-percentage-point
negative impact from the extra reporting week in 2011, and a less than
1-percentage-point unfavorable impact from foreign exchange translation. Core
constant currency operating profit declined 2 percent, reflecting higher
commodity costs and increased advertising and marketing investments across all
PAF divisions, partially offset by productivity initiatives and effective net
pricing.

For the full year, organic revenue grew 7 percent driven by 2 percentage
points of organic volume growth and 5 percentage points of effective net
pricing. Reported net revenue grew 4 percent reflecting a 1-percentage-point
negative impact from the extra reporting week in 2011, and a
2-percentage-point unfavorable impact from foreign exchange translation. Core
constant currency operating profit was even with the prior year, reflecting
revenue gains and productivity initiatives, offset by higher commodity costs
and increased advertising and marketing investments across all PAF divisions.

Frito-Lay North America (FLNA)

Organic revenue increased 5 percent in the quarter, reflecting a
5-percentage-point increase in organic volume and even effective net pricing.
Reported revenue declined 1 percent reflecting the impact from the extra
reporting week in the prior year quarter. For the full year, organic revenue
grew 4 percent, reflecting a 1-percentage-point contribution from organic
volume and 3 percentage points of effective net pricing. Full year reported
revenue grew 2 percent, including 2 percentage points of negative impact from
the extra reporting week in 2011.

Core constant currency operating profit grew 3 percent in the quarter, and 2
percent for the full year. These results reflect organic revenue gains and
productivity initiatives, partially offset by higher commodity costs and a
significant increase in advertising and marketing investments.

Latin America Foods (LAF)

Organic revenue grew 13 percent in the quarter, reflecting 3 percentage points
of organic volume growth and 10 percentage points of effective net pricing.
Reported net revenue also grew 13 percent in the quarter, with a
1-percentage-point benefit from acquisitions and divestitures offset by a
1-percentage-point unfavorable foreign exchange translation impact.

Full-year organic revenue grew 14 percent, reflecting 4 percentage points of
organic volume growth and 10 percentage points of effective net pricing.
Reported net revenue increased 9 percent and included a 2-percentage-point
benefit from acquisitions and divestitures and a 7-percentage-point
unfavorable impact from foreign exchange translation.

Core constant currency operating profit declined 4.5 percent in the quarter
and rose 4 percent for the full year. These results reflect revenue growth and
productivity gains offset by increased advertising and marketing expense and
commodity cost inflation in both periods as well as lapping a gain from the
sale of a fish business in Brazil in the fourth quarter of 2011.

Quaker Foods North America (QFNA)

Organic revenue grew 5 percent in the quarter and 1 percent for the full year
driven primarily by organic volume gains. Reported net revenue declined 0.5
percent in the quarter and 1 percent for the full year, reflecting the impact
from the extra reporting week in 2011.

Core constant currency operating profit declined 18 percent for the quarter
and declined 12 percent for the full year. This was driven principally by
higher commodity costs and increased advertising and marketing expense in the
quarter and the full year, and by lapping gains from a divestiture and an
asset sale in the fourth quarter of 2011.

PepsiCo Americas Beverages (PAB)

Organic revenue grew 2.5 percent in the quarter reflecting organic volume that
was even with the prior year and 2.5 percentage points of effective net
pricing. Non-carbonated beverages volume grew low-single-digits led by
mid-single-digit volume growth at Gatorade, and CSD volume declined
approximately 1 percent in the quarter.

For the full year, organic revenue grew 1.5 percent reflecting a
1-percentage-point organic volume decline, 3 percentage points of effective
net pricing, and the impact of concentrate shipment timing.

Reported net revenue declines included the impacts of refranchising the
division's Mexican bottling operation in 2011, which had a negative
2-percentage-point impact for the quarter and a negative 5-percentage-point
impact for the full year, and of the extra reporting week in 2011, which had a
negative 5-percentage-point impact for the quarter, and a negative
1-percentage-point impact for the year.

Core constant currency operating profit declined 8 percent in the quarter and
11 percent for the full year, primarily reflecting increased commodity costs
and higher advertising and marketing expense, partially offset by favorable
effective net pricing and productivity initiatives. Operating profit
comparisons were also impacted by a gain associated with the refranchising of
the division's Mexico bottling operation in the fourth quarter of 2011.

Europe

Organic revenue grew 3.5 percent in the quarter and 4 percent for the full
year. This reflected even organic volume and 3 percentage points of effective
net pricing in the quarter and even organic volume performance on 4 percentage
points of effective net pricing for the full year. Continued healthy volume
growth in Russia and parts of Eastern Europe partially offset softer trends in
Western Europe for the quarter and the full year.

Reported net revenue grew 1 percent in the quarter, including a
1-percentage-point unfavorable impact from foreign exchange translation, and a
1-percentage-point negative impact from the extra reporting week in 2011.
Reported net revenue declined 1 percent for the full year, including a
7-percentage-point unfavorable impact from foreign exchange translation. 

Core constant currency operating profit declined 10 percent in the quarter and
grew 3 percent for the full year, reflecting significantly higher marketing
investments and commodity cost inflation partially offset by productivity
savings.

Asia, Middle East & Africa (AMEA)

Organic revenue grew 8 percent in the quarter, led by low double-digit organic
volume growth in snacks and mid-single-digit organic volume growth in
beverages. Reported net revenue declined 13 percent reflecting a
19-percentage-point negative impact from structural changes, principally the
refranchising of bottling operations in China and an unfavorable
1-percentage-point impact from foreign exchange translation.

For the full year, organic revenue grew 10 percent led by double-digit organic
volume growth in snacks and mid-single-digit organic volume growth in
beverages. Including structural changes and foreign exchange translation,
reported net revenue declined 10 percent reflecting a 17-percentage-point
negative impact from structural changes, principally the refranchising of
bottling operations in China, and an unfavorable 3-percentage-point impact
from foreign exchange translation.

Core constant currency operating profit declined 20 percent for the fourth
quarter and was up 4 percent for the full year. These results include the
impact of lapping a gain on divestiture associated with the sale of the
division's minority interest in its franchise bottler in Thailand in the
fourth quarter of 2011.

2013 Outlook

For 2013, the company expects 7 percent core constant currency EPS growth
versus its fiscal 2012 core EPS of $4.10. Based on the current foreign
exchange market consensus, the company expects that foreign exchange
translation will have an unfavorable impact of up to 1 point on the company's
full-year core EPS performance in 2013. Excluding the impact of structural
changes and foreign exchange translation, organic revenue is expected to grow
mid-single-digits, consistent with the company's long-term targets. The impact
of structural changes, principally beverage refranchisings, are expected to
reduce organic revenue growth by approximately 1 percentage point for the full
year.

For 2013, the company expects low-single-digit commodity inflation, and
productivity savings of approximately $900 million. The company also expects
advertising and marketing expense to increase at or above the rate of net
revenue growth. Below the operating line, the company expects higher interest
expense driven by increased debt balances and a core effective tax rate of
approximately 27 percent.

The company is targeting over $9 billion in cash flow from operating
activities and more than $7 billion in management operating cash flow
(excluding certain items) in 2013. Net capital spending is expected to be
approximately $3 billion in 2013, within the company's long-term capital
spending target of less than or equal to 5 percent of net revenue.

Reflecting its commitment to return capital to shareholders, the company
announced a new share repurchase program providing for the repurchase of up to
$10 billion of PepsiCo common stock from July 1, 2013 through June 30, 2016,
which will succeed the current repurchase program that expires on June 30,
2013. The company also announced a 5.6 percent increase in its annualized
dividend to $2.27 per share from $2.15 per share, to take effect with the June
2013 payment. Under these programs, the company expects to return a total of
$6.4 billion to shareholders in 2013 through dividends of approximately $3.4
billion, and share repurchases of approximately $3.0 billion.

Conference Call

At 8 a.m. (Eastern Time) today, the company will host a conference call with
investors to discuss fourth-quarter results and the outlook for 2013. Further
details, including a slide presentation accompanying the call, will be
accessible on the company's website at www.pepsico.com/investors in advance of
the call.



PepsiCo, Inc. and Subsidiaries
Condensed Consolidated Statement of Income
(in millions except per share amounts, unaudited, except year-ended 12/31/2011 amounts)
                                Quarter Ended                    Year Ended
                                12/29/2012  12/31/2011  Change   12/29/2012  12/31/2011  Change
Net Revenue                    $         $         (1)   %  $         $         (1.5) %
                                19,954      20,158               65,492      66,504
Cost of sales                   9,654       9,731       (1)   %  31,291      31,593      (1)   %
Selling, general and
administrative                 8,050       8,150                24,970      25,145
expenses                                               (1)   %                          (1)   %
Amortization of intangible      37          30          24    %  119         133         (11)  %
assets
Operating Profit               2,213       2,247       (1.5) %  9,112       9,633       (5)   %
Interest expense               (288)       (272)       6     %  (899)       (856)       5     %
Interest income and other      44          24          89    %  91          57          61    %
Income before income taxes     1,969       1,999       (1)   %  8,304       8,834       (6)   %
Provision for income taxes     302         597         (49)  %  2,090       2,372       (12)  %
Net income                     1,667       1,402       19    %  6,214       6,462       (4)   %
Less: Net income (loss)
attributable to                            (13)                             19
noncontrolling interests       6                       n/m      36                      92    %
Net Income Attributable to      $         $         17    %  $         $         (4)   %
PepsiCo                        1,661      1,415               6,178      6,443
Diluted
Net Income Attributable to
PepsiCo per
Common Share                  $        $        19    %  $        $        (3)   %
                                1.06       0.89                3.92       4.03
 Weighted-average common
shares
 outstanding                1,564       1,584                1,575       1,597
 Cash dividends declared per
common
 share                      $         $                  $         $  
                                0.5375      0.515               2.1275      2.025
n/m = not meaningful
A-1



PepsiCo, Inc. and Subsidiaries
Supplemental Financial Information
(in millions and unaudited, except year-ended 12/31/2011 amounts)
                      Quarter Ended                    Year Ended
                      12/29/2012  12/31/2011  Change   12/29/2012  12/31/2011  Change
Net Revenue
Frito-Lay North       $         $         (1)   %  $          $  13,322  2     %
America             4,102      4,155               13,574
Quaker Foods North    815         819         (0.5) %  2,636       2,656       (1)   %
America
Latin America Foods  2,714       2,399       13    %  7,780       7,156       9     %
 PepsiCo Americas   7,631       7,373       3.5   %  23,990      23,134      4     %
Foods
PepsiCo Americas      6,078       6,311       (4)   %  21,408      22,418      (4.5) %
Beverages
Europe               4,288       4,231       1     %  13,441      13,560      (1)   %
Asia, Middle East &   1,957       2,243       (13)  %  6,653       7,392       (10)  %
Africa
Total Net Revenue    $          $          (1)   %  $          $  66,504  (1.5) %
                      19,954     20,158              65,492
Operating Profit
Frito-Lay North       $         $         3.5   %  $         $         1     %
America              1,114      1,076               3,646       3,621
Quaker Foods North    200         239         (17)  %  695         797         (13)  %
America
Latin America Foods  386         358         8     %  1,059       1,078       (2)   %
 PepsiCo Americas   1,700       1,673       2     %  5,400       5,496       (2)   %
Foods
PepsiCo Americas      735         740         (1)   %  2,937       3,273       (10)  %
Beverages
Europe               313         226         38    %  1,330       1,210       10    %
Asia, Middle East &   117         157         (25)  %  747         887         (16)  %
Africa
Division Operating    2,865       2,796       2.5   %  10,414      10,866      (4)   %
Profit
Corporate Unallocated
 Mark-to-Market net (61)        (71)        (14)  %  65          (102)       n/m
impact(Losses)/Gains
 Merger and         -           (14)        n/m      -           (78)        n/m
IntegrationCharges
 Restructuring and  (2)         (74)        (97)  %  (10)        (74)        (86)  %
Impairment Charges
 Pension Lump Sum   (195)       -           n/m      (195)       -           n/m
Settlement Charge
 53^rdWeek          -           (18)        n/m      -           (18)        n/m
 Other             (394)       (372)       6     %  (1,162)     (961)       21    %
                      (652)       (549)       19    %  (1,302)     (1,233)     6     %
Total Operating       $         $         (1.5) %  $         $         (5)   %
Profit               2,213      2,247               9,112       9,633
n/m = not meaningful
A-2



PepsiCo, Inc. and Subsidiaries
Condensed Consolidated Statement of Cash Flows
(in millions)
                                                    Year Ended
                                                    12/29/2012    12/31/2011
                                                    (unaudited)
Operating Activities
Net income                                         $   6,214  $   6,462
Depreciation and amortization                       2,689         2,737
Stock-based compensation expense                   278           326
Merger and integration charges                     16            329
Cash payments for merger and integration charges   (83)          (377)
Restructuring and impairment charges               279           383
Cash payments for restructuring charges            (343)         (31)
Restructuring and other charges related to the
transaction with Tingyi
                                                    176           -
 (Cayman Islands) Holding Corp. (Tingyi)
Cash payments for restructuring and other charges
related to the
                                                    (109)         -
 transaction with Tingyi
Excess tax benefits from share-based payment        (124)         (70)
arrangements
Pension and retiree medical plan contributions     (1,865)       (349)
Pension and retiree medical plan expenses          796           571
Deferred income taxes and other tax charges and     321           495
credits
Change in accounts and notes receivable            (250)         (666)
Change in inventories                              144           (331)
Change in prepaid expenses and other current        89            (27)
assets
Change in accounts payable and other current        548           520
liabilities
Change in income taxes payable                     (97)          (340)
Other, net                                          (200)         (688)
Net Cash Provided by Operating Activities          8,479         8,944
Investing Activities
Capital spending                                   (2,714)       (3,339)
Sales of property, plant and equipment             95            84
Acquisition of Wimm-Bill-Dann Foods OJSC (WBD),
net of cash and cash
 equivalents acquired                             -             (2,428)
Investment in WBD                                  -             (164)
Cash payments related to the transaction with       (306)         -
Tingyi
Other acquisitions and investments in               (121)         (601)
noncontrolled affiliates
Divestitures                                       (32)          780
Short-term investments, net                        61            66
Other investing, net                               12            (16)
Net Cash Used for Investing Activities             (3,005)       (5,618)
Financing Activities
Proceeds from issuances of long-term debt          5,999         3,000
Payments of long-term debt                         (2,449)       (1,596)
Debt repurchase                                    -             (771)
Short-term borrowings, net                         (1,461)       303
Cash dividends paid                                (3,305)       (3,157)
Share repurchases – common                         (3,219)       (2,489)
Share repurchases – preferred                      (7)           (7)
Proceeds from exercises of stock options           1,122         945
Excess tax benefits from share-based payment        124           70
arrangements
Acquisition of noncontrolling interests            (68)          (1,406)
Other financing                                    (42)          (27)
Net Cash Used for Financing Activities             (3,306)       (5,135)
Effect of exchange rate changes on cash and cash    62            (67)
equivalents
Net Increase/(Decrease) in Cash and Cash            2,230         (1,876)
Equivalents
Cash and Cash Equivalents – Beginning of Year      4,067         5,943
Cash and Cash Equivalents – End of Year             $   6,297  $   4,067
A-3



PepsiCo, Inc. and Subsidiaries
Condensed Consolidated Balance Sheet
(in millions except per share amounts)
                                             12/29/2012       12/31/2011
Assets                                       (unaudited)
Current Assets
Cash and cash equivalents                  $     6,297  $     4,067
Short-term investments                     322              358
Accounts and notes receivable, net         7,041            6,912
Inventories
Raw materials                               1,875            1,883
Work-in-process                             173              207
Finished goods                              1,533            1,737
                                             3,581            3,827
Prepaid expenses and other current assets   1,479            2,277
Total Current Assets                       18,720           17,441
Property, plant and equipment, net          19,136           19,698
Amortizable intangible assets, net          1,781            1,888
Goodwill                                    16,971           16,800
Other nonamortizable intangible assets      14,744           14,557
Nonamortizable Intangible Assets            31,715           31,357
Investments in noncontrolled affiliates     1,633            1,477
Other assets                                1,653            1,021
Total Assets                                $    74,638   $    72,882
Liabilities and Equity
Current Liabilities
Short-term obligations                     $     4,815  $     6,205
Accounts payable and other current          11,903           11,757
liabilities
Income taxes payable                       371              192
Total Current Liabilities                   17,089           18,154
Long-term debt obligations                 23,544           20,568
Other liabilities                          6,543            8,266
Deferred income taxes                      5,063            4,995
Total Liabilities                           52,239           51,983
Commitments and Contingencies
Preferred stock, no par value              41               41
Repurchased preferred stock                (164)            (157)
PepsiCo Common Shareholders' Equity
Common stock, par value 1^2/[3]¢ per share
(authorized 3,600 shares, issued, net       26               26
of repurchased common stock at par value:
1,544 and 1,565 shares, respectively)
Capital in excess of par value              4,178            4,461
Retained earnings                           43,158           40,316
Accumulated other comprehensive loss        (5,487)          (6,229)
Repurchased common stock, in excess of par   (19,458)         (17,870)
(322 and 301 shares, respectively)
Total PepsiCo Common Shareholders' Equity   22,417           20,704
Noncontrolling interests                     105              311
Total Equity                                22,399           20,899
Total Liabilities and Equity                $    74,638   $    72,882
A-4



PepsiCo, Inc. and Subsidiaries
Supplemental Share and Stock-Based Compensation Data
(in millions except dollar amounts, unaudited)
                            Quarter Ended             Year Ended
                            12/29/2012   12/31/2011   12/29/2012   12/31/2011
Beginning Net Shares        1,552        1,568        1,565        1,582
Outstanding
Options
Exercised/Restricted Stock  4            5            26           22
Units and PEPUnits
Converted
Shares Repurchased        (12)         (8)          (47)         (39)
Ending Net Shares           1,544        1,565        1,544        1,565
Outstanding
Weighted Average Basic     1,546        1,564        1,557        1,576
Dilutive Securities:
 Options                10           12           11           14
 Restricted Stock Units    7            7            6            6
 PEPUnits                  -            -            -            -
 ESOP Convertible          1            1            1            1
Preferred Stock/Other
Weighted Average Diluted   1,564        1,584        1,575        1,597
Average Share Price for the $       $       $       $     
Period                      69.91      62.92       68.34      65.25
Growth Versus Prior Year   11%          (4)%         5%           1%
Options Outstanding       68           91           76           97
Options in the Money       67           55           66           72
Dilutive Shares from        10           12           11           14
Options
Dilutive Shares from
Options as a % of Options   15%          22%          16%          20%
in the Money
Average Exercise Price of   $       $       $       $     
Options in the Money        58.96      48.93       56.42      51.36
Restricted Stock Units      12           12           12           13
Outstanding
Dilutive Shares from        7            7            6            6
Restricted Stock Units
Dilutive Shares from        -            -            -            -
PEPUnits
Average Intrinsic Value of  $       $       $       $     
Restricted Stock Units       65.60      62.96       65.41      62.93
Outstanding*
Average Intrinsic Value of  $       $       $       $     
PEPUnits Outstanding*        64.89         -    64.78          -
* Weighted average intrinsic value at grant date.
A-5



PepsiCo, Inc. and Subsidiaries
Reconciliation of GAAP and Non-GAAP Information
Organic Growth
Quarters Ended December 29, 2012 and December 31, 2011
(unaudited)
                 GAAP Measure   Percent Impact                     Non-GAAP
                                                                   Measure
                 Reported %                                        Organic %
                 Change                                            Change*
Net Revenue Year                Acquisitions   Foreign             Quarter
over Year %      Quarter Ended  and            exchange    53^rd  Ended
Change           12/29/2012                                 week   12/29/2012
                                divestitures   translation
Frito-Lay North  (1)            -              -            7      5
America
Quaker Foods     (0.5)          -              (0.5)        5.5    5
North America
Latin America    13             (1)            1            -      13
Foods
 PepsiCo       3.5            -              -            4      8
Americas Foods
PepsiCo Americas (4)            2              -            5      2.5
Beverages
Europe           1              -              1            1      3.5
Asia, Middle     (13)           19             1            -      8
East & Africa
Total PepsiCo    (1)            3              0.5          3      5
                 GAAP Measure   Percent Impact                     Non-GAAP
                                                                   Measure
                 Reported %                                        Organic %
                 Change                                            Change*
Net Revenue Year Quarter Ended  Acquisitions   Foreign      53^rd  Quarter
over Year %                     and            exchange     week   Ended
Change           12/31/2011     divestitures   translation         12/31/2011
Frito-Lay North  13             -              -            (7)    6
America
Quaker Foods     4              -              -            (5)    (2)
North America
Latin America    7              -              6            -      13
Foods
 PepsiCo       10             -              2            (4.5)  8
Americas Foods
PepsiCo Americas -              4              -            (5)    -
Beverages
Europe           32             (30)           3            (1)    4
Asia, Middle     16             -              1            -      17
East & Africa
Total PepsiCo    11             (4)            1.5          (3)    5
* Organic percent change is a financial measure that is not in accordance with
GAAP and is calculated by excluding the impact of acquisitions and

 divestitures, foreign exchange translation and a 53^rdweek in the fourth
quarter of 2011 from reported growth.
Note - certain amounts above may not sum due to rounding.
A-6



PepsiCo, Inc. and Subsidiaries
Reconciliation of GAAP and Non-GAAP Information (cont.)
Organic Growth
Years Ended December 29, 2012 and December 31, 2011
(unaudited)
                 GAAP Measure   Percent Impact                     Non-GAAP
                                                                   Measure
                 Reported %                                        Organic %
                 Change                                            Change*
Net Revenue Year                Acquisitions   Foreign
over Year %      Year Ended     and            exchange     53^rd  Year Ended
Change           12/29/2012     divestitures                week   12/29/2012
                                               translation
Frito-Lay North  2              -              -            2      4
America
Quaker Foods     (1)            -              -            2      1
North America
Latin America    9              (2)            7            -      14
Foods
 PepsiCo       4              (0.5)          2            1      7
Americas Foods
PepsiCo Americas (4.5)          4.5            -            1      1.5
Beverages
Europe           (1)            (2)            7            -      4
Asia, Middle     (10)           17             3            -      10
East & Africa
Total PepsiCo    (1.5)          3              2.5          1      5
                 GAAP Measure   Percent Impact                     Non-GAAP
                                                                   Measure
                 Reported %                                        Organic %
                 Change                                            Change*
Net Revenue Year Year Ended     Acquisitions   Foreign      53^rd  Year Ended
over Year %      12/31/2011     and            exchange     week   12/31/2011
Change                          divestitures   translation
Frito-Lay North  6              -              -            (2)    3.5
America
Quaker Foods     -              -              (1)          (2)    (2)
North America
Latin America    13             -              (2)          -      11
Foods
 PepsiCo       7              -              (1)          (1)    5
Americas Foods
PepsiCo Americas 10             **            (1)          (1)    **
Beverages
Europe           41             **            (3)          -      **
Asia, Middle     17             -              (2)          -      16
East & Africa
Total PepsiCo    15             **            (1)          (1)    **
* Organic percent change is a financial measure that is not in accordance with
GAAP and is calculated by excluding the impact of

 acquisitions and divestitures, foreign exchange translation and a 53^rd 
week in the fourth quarter of 2011 from reported growth.
** It is impractical to separately determine and quantify the impact of our
acquisitions of PBG and PAS from changes in our pre-existing

 beverage business since we now manage these businesses as an integrated
system.
Note - certain amounts above may not sum due to rounding.
A-7





PepsiCo, Inc. and Subsidiaries
Reconciliation of GAAP and Non-GAAP Information (cont.)
Year over Year Growth Rates
Quarters Ended December 29, 2012 and December 31, 2011
(unaudited)
             GAAP                                                                                                           Non-GAAP                 Non-GAAP

             Measure                                                                                                        Measure                  Measure
                                                                                                                                                     Core
                                                                                                                                                     Constant
             Reported %                                                                                                     Core* %     Percent
                          Percent Impact of Non-Core Adjustments                                                           Change      Impact of    Currency*
             Change                                                                                                                                  %

                                                                                                                                                     Change
                                                                       

                                                                       Restructuring
                                                                                      Pension
                          Commodity                                    and other      lump                     Inventory
Operating    Quarter                      Merger and    Restructuring                                          fair         Quarter                  Quarter
Profit Year               mark-to-                      and            charges        sum                                   Ended       Foreign
over Year %  Ended                        integration                                             53^rd week  value                    exchange     Ended
Change                    market net                    impairment     related to     settlement                            12/29/2012  translation
             12/29/2012                   charges       charges        the                                     adjustments                           12/29/2012
                          impact                                                      charge
                                                                       transaction
                                                                       with

                                                                       Tingyi
Frito-Lay
North        3.5          -               -             (7)            -              -            7           -            3           -            3
America
Quaker Foods
North        (17)         -               -             (7)            -              -            5           -            (18)        -            (18)
America
Latin
America      8            -               -             (11)           -              -            -           -            (2.5)       (2)          (4.5)
Foods
 PepsiCo
Americas     2            -               -             (8)            -              -            5           -            (1)         (1)          (2)
Foods
PepsiCo
Americas     (1)          -               (5)           (7)            -              -            5           (1)          (8)         -            (8)
Beverages
Europe       38           -               (38)          (12)           -              -            3           -            (10)        -            (10)
Asia, Middle
East &       (25)         -               -             (3)            8              -            -           -            (19)        (1)          (20)
Africa
Division
Operating    2.5          -               (5)           (8)            0.5            -            5           -            (5)         -            (5)
Profit
Impact of
Corporate    (4)          -               (2)           (3)            -              8            -           -            (1.5)       -            (1.5)
Unallocated
Total
Operating    (1.5)        -               (7)           (12)           0.5            8            5           -            (7)         -            (7)
Profit
Net income
Attributable 17                                                                                                             (6)         -            (7)
to PepsiCo
Net income
Attributable
to PepsiCo   19                                                                                                             (5)         (0.5)        (5)
per common
share -
diluted
             GAAP                                                                                  Non-GAAP                 Non-GAAP

             Measure                                                                               Measure                  Measure
             Reported %                                                                                                     Core
                          Percent Impact of Non-Core Adjustments                                  Core* %     Percent      Constant
             Change                                                                                Change      Impact of    Currency*
                                                                                                                            % Change
                          Commodity                     
Operating    Quarter                                                                               Quarter                  Quarter
Profit Year               mark-to-market  Merger and    Restructuring                 Inventory                Foreign
over Year %  Ended        net             integration   and            53^rdweek      fair value   Ended       exchange     Ended
Change                                    charges                                     adjustments              translation
             12/31/2011  impact                        impairment                                 12/31/2011               12/31/2011
                                                        charges
Frito-Lay
North        10           -               -             8              (7)            -            10          -            10
America
Quaker Foods
North        9            -               -             8              (6)            -            11          -            11
America
Latin
America      (8)          -               -             12             -              -            4           7            12
Foods
 PepsiCo
Americas     5            -               -             9              (5)            -            9           2            11
Foods
PepsiCo
Americas     1            -               (13)          11             (5)            (3)          (7)         1            (6)
Beverages
Europe       -            -               13            26             (3)            -            36          2            38
Asia, Middle
East &       209          -               -             19             -              -            227         5            232
Africa
Division
Operating    7            -               (2)           12             (5)            (1)          10          1.5          12
Profit
Impact of
Corporate    (7)          5               (3)           5              -              -            -           -            -
Unallocated
Total
Operating    1            5               (5)           17             (5)            (1)          11          2            12
Profit
Net income
Attributable 4                                                                                     8           2            9
to PepsiCo
Net income
Attributable
to PepsiCo   5                                                                                     9           2            11
per common
share -
diluted
* Core results and core constant currency results are financial measures that are not in accordance with GAAP and exclude the above adjustments.
See A-17 through A-19 for a discussion of each of these adjustments.
Note - certain amounts above may not sum due to rounding.
A-8





Reconciliation of GAAP and Non-GAAP Information (cont.)
Year over Year Growth Rates
Years Ended December 29, 2012 and December 31, 2011
(unaudited)
              GAAP                                                                                                     Non-GAAP                   Non-GAAP

              Measure                                                                                                  Measure                    Measure
                                                                                                                                                  Core
              Reported %                                                                                                                          Constant
                          Percent Impact of Non-Core Adjustments                                                      Core* %       Percent
              Change                                                                                                   Change        Impact of    Currency* %

                                                                                                                                                  Change
                                                                 

                                                                 Restructuring
                          Commodity
                                                  Restructuring  and other      Pension                   Inventory
Operating                 mark-to-   Merger and                                 lump                      fair                      Foreign
Profit Year   Year Ended                          and            charges                                                                          Year Ended
over Year %   12/29/2012  market     integration                 related        sum          53^rd week   value       Year Ended    exchange     12/29/2012
Change                    net                     impairment                    settlement
                                     charges                     to the                                   adjustments  12/29/2012    translation
                          impact                  charges                       charge
                                                                 transaction
                                                                 with

                                                                 Tingyi
Frito-Lay     1           -          -            (1)            -              -            2            -            2             -            2
North America
Quaker Foods
North         (13)        -          -            (1)            -              -            2            -            (12)          -            (12)
America
Latin America (2)         -          -            -              -              -            -            -            (1.5)         5.5          4
Foods
 PepsiCo
Americas      (2)         -          -            (1)            -              -            1.5          -            (1)           1            -
Foods
PepsiCo
Americas      (10)        -          (3)          1              -              -            1            (1)          (12)          1            (11)
Beverages
Europe        10          -          (9)          (3)            -              -            1            (2)          (3)           6            3
Asia, Middle
East &        (16)        -          -            2              17             -            -            -            3             1            4
Africa
Division
Operating     (4)         -          (2)          -              1              -            1            -            (4)           2            (3)
Profit
Impact of
Corporate     (1)         (2)        (1)          (1)            -              2            -            -            (2)           -            (2)
Unallocated
Total
Operating     (5)         (2)        (3)          (1)            1              2            1            (0.5)        (7)           2            (5)
Profit
Net income
Attributable  (4)                                                                                                      (8)           2            (6)
to PepsiCo
Net income
Attributable
to PepsiCo    (3)                                                                                                      (7)           2            (5)
per common
share -
diluted
              GAAP                                                                                                                   Non-GAAP                  Non-GAAP

              Measure                                                                                                                Measure                   Measure
                                                                                                                                                               Core
                                                                                                                                                               Constant
              Reported %                                                                                                             Core* %      Percent
                          Percent Impact of Non-Core Adjustments                                                                    Change       Impact of    Currency*
              Change                                                                                                                                           %

                                                                                                                                                               Change
                          Commodity               

Operating                 mark-to-   Merger and   Restructuring                                                                                   Foreign
Profit Year   Year Ended                                                        Inventory    Venezuela    Asset        Foundation    Year Ended   exchange     Year Ended
over Year %   12/31/2011  market     integration  and            53^rdweek      fair value   currency     write-off    contribution  12/31/2011                12/31/2011
Change                    net                                                   adjustments  devaluation                                          translation
                                     charges      impairment
                          impact
                                                  charges
Frito-Lay     7           -          -            2              (2)            -            -            -            -             7            -            7
North America
Quaker Foods  8           -          -            2              (2)            -            -            -            -             8            (0.5)        8
North America
Latin America 7           -          -            5              -              -            -            -            -             12           (1)          11
Foods
 PepsiCo
Americas      7           -          -            3              (2)            -            -            -            -             8            (0.5)        8
Foods
PepsiCo
Americas      18          -          (13)         3              (1)            (12)         -            -            -             (4)          (0.5)        (4)
Beverages
Europe        15          -          1            4              (1)            (1)          -            -            -             18           (4)          14
Asia, Middle  25          -          -            1              -              -            -            -            -             27           (2.5)        24
East & Africa
Division
Operating     13          -          (4)          3              (1)            (4)          -            -            -             7            (1)          6
Profit
Impact of
Corporate     3           2          (2)          1              -              -            (1.5)        (2)          (1)           (0.5)        -            (0.5)
Unallocated
Total
Operating     16          2          (6)          4              (1.5)          (4)          (1.5)        (2)          (1)           6            (1)          5
Profit
Net income
Attributable  2                                                                                                                      5            (1)          4
to PepsiCo
Net income
Attributable
to PepsiCo    3                                                                                                                      7            (1)          5
per common
share -
diluted
* Core results and core constant currency results are financial measures that are not in accordance with GAAP and exclude the above adjustments. See A-17 through A-19
for a discussion of each of these adjustments.
Note - certain amounts above may not sum due to rounding.
A-9



PepsiCo, Inc. and Subsidiaries
Reconciliation of GAAP and Non-GAAP Information (cont.)
Certain Line Items
Quarters Ended December 29, 2012 and December 31, 2011
(in millions except per share amounts, unaudited)
                GAAP        Non-Core Adjustments                                                           Non-GAAP
                Measure                                                                                    Measure
                Reported                                                                                   Core*
                            Commodity                                            Pension      Tax
                            mark-      Merger and   Restructuring                 lump         benefit
                Quarter                                            Restructuring                           Quarter
                            to-market  integration  and            and other      sum          related to
                Ended       net                                    charges                     tax         Ended
                                       charges      impairment     related to     settlement
                12/29/2012  impact                                 the                         court       12/29/2012
                                                    charges        transaction    charge
                                                                   with Tingyi                 decision
Cost of sales  $  9,654   $        $        $     -   $     -   $        $       $  9,611
                            (43)      -                                         -           -
Selling,
general and     $  8,050   $        $         $   (86)    $   (13)    $  (195)   $       $  7,734
administrative              (18)      (4)                                                    -
expenses
Operating       $  2,213   $       $     4  $    86     $    13     $   195    $       $  2,572
profit                     61                                                                 -
Interest        $  (288)  $      $     5  $     -   $     -   $        $       $  (283)
expense                    -                                                    -           -
Provision for   $   302   $       $     3  $    10     $     -   $    64   $   217   $   623
income taxes               27
Net income                  $   
attributable    $  1,661   34         $     6  $    76     $    13     $   131    $  (217)  $  1,704
to PepsiCo
Net income
attributable
to PepsiCo per  $  1.06   $  0.02  $    -   $  0.05      $  0.01      $  0.08    $  (0.14)  $  1.09
common share -
diluted
Effective tax   15.4%                                                                                      26.7%
rate
                GAAP        Non-Core Adjustments                                               Non-GAAP
                Measure                                                                        Measure
                Reported                                                                      Core*
                                                    
                            Commodity  Merger and                                 Inventory
                Quarter     mark-                   Restructuring                 fair         Quarter
                                       integration
                Ended       to-market               and            53^rd week     value        Ended
                            net        charges
                12/31/2011                          impairment                    adjustments  12/31/2011
                            impact
                                                    charges
Cost of sales  $  9,731   $       $    -   $    -     $  (265)     $         $  9,461
                            -                                                    (5)
Selling,
general and     $  8,150   $        $  (155)   $  (383)     $  (248)     $    -   $  7,293
administrative              (71)
expenses
Amortization of             $   
intangible      $    30  -         $    -   $    -     $    (1)   $    -   $    29
assets
Operating       $  2,247   $       $   155    $   383      $  (109)     $     5  $  2,752
profit                     71
Interest        $  (272)  $       $    -   $    -     $    16     $    -   $  (256)
expense                    -
Interest income $    24  $       $    -   $    -     $    (1)   $    -   $    23
and other                  -
Provision for   $   597   $       $    31   $    97     $   (30)    $     2  $   717
income taxes               20
Net income                  $   
attributable    $  1,415   51         $   124    $   286      $   (64)    $     3  $  1,815
to PepsiCo
Net income
attributable
to PepsiCo per  $  0.89   $  0.03  $  0.08    $  0.18      $  (0.04)     $    -   $  1.15
common share -
diluted
Effective tax   29.9%                                                                          28.4%
rate
*Core results are financial measures that are not in accordance with GAAP and exclude the above non-core
adjustments. See A-17 through A-19 for a discussion of each of these non-core adjustments.
Note - certain amounts above may not sum due to rounding.
A-10



PepsiCo, Inc. and Subsidiaries
Reconciliation of GAAP and Non-GAAP Information (cont.)
Certain Line Items
Years Ended December 29, 2012 and December 31, 2011
(in millions except per share amounts, unaudited)
                GAAP                                                                                         Non-GAAP
                Measure      Non-Core Adjustments
                                                                                                             Measure
                Reported                                                                                     Core*
                                                                    

                                                                    Restructuring
                             Commodity                              and            Pension      Tax benefit
                                        Merger and   Restructuring
                             mark-to-                               other charges  lump sum     related to   Year Ended
                Year Ended              integration  and
                12/29/2012   market                  impairment     related to     settlement   tax court    12/29/2012
                             net        charges                     the
                                                     charges                       charge      decision
                             impact                                 transaction
                                                                    with

                                                                    Tingyi
Cost of sales   $ 31,291     $       $        $     -   $     -   $    -   $    -   $ 31,316
                             25         -
Selling,
general and     $ 24,970     $       $   (11)  $  (279)     $  (150)     $  (195)   $    -   $ 24,375
administrative               40
expenses
Operating       $  9,112    $        $    11   $   279      $   150      $   195    $    -   $  9,682
profit                       (65)
Interest        $  (899)   $      $     5  $     -   $     -   $    -   $    -   $  (894)
expense                      -
Provision for   $  2,090    $        $     4  $    64     $   (26)    $    64   $   217    $  2,389
income taxes                 (24)
Net income                   $  
attributable    $  6,178    (41)      $    12   $   215      $   176      $   131    $  (217)   $  6,454
to PepsiCo
Net income
attributable                 $ 
to PepsiCo per  $  3.92    (0.03)     $  0.01    $  0.14      $  0.11      $  0.08    $  (0.14)   $  4.10
common share -
diluted
Effective tax   25.2%                                                                                        26.9%
rate
                GAAP                                                                            Non-GAAP
                Measure      Non-Core Adjustments
                                                                                                Measure
                Reported     Commodity                                             Inventory    Core*
                             mark-                                                fair
                Year Ended              Merger and                                              Year Ended
                             to-market  integration  Restructuring  53^rd week     value
                12/31/2011  net        charges      and                                        12/31/2011
                                                     impairment                    adjustments
                             impact                 charges
Cost of sales   $ 31,593     $       $    -   $    -     $  (265)     $   (46)  $ 31,282
                             -
Selling,
general and     $ 25,145     $         $  (313)   $  (383)     $  (248)     $    -   $ 24,099
administrative               (102)
expenses
Amortization of              $   
intangible      $   133    -         $    -   $    -     $    (1)   $    -   $   132
assets
Operating       $  9,633    $   102  $   313    $   383      $  (109)     $    46   $ 10,368
profit
Interest        $  (856)   $       $    16   $    -     $    16     $    -   $  (824)
expense                      -
Interest income $    57   $       $    -   $    -     $    (1)   $    -   $    56
and other                    -
Provision for   $  2,372    $       $    58   $    97     $   (30)    $    12   $  2,540
income taxes                 31
Noncontrolling  $    19   $       $    -   $    -     $    -     $     6  $    25
interests                    -
Net income                   $   
attributable    $  6,443    71         $   271    $   286      $   (64)    $    28   $  7,035
to PepsiCo
Net income
attributable
to PepsiCo per  $  4.03    $  0.04  $  0.17    $  0.18      $  (0.04)     $  0.02    $  4.40
common share -
diluted
Effective tax   26.8%                                                                           26.5%
rate
*Core results are financial measures that are not in accordance with GAAP and exclude the above non-core
adjustments. See A-17 through A-19 for a discussion of each of these non-core adjustments.
Note - certain amounts above may not sum due to rounding.
A-11





PepsiCo, Inc. and Subsidiaries
Reconciliation of GAAP and Non-GAAP Information (cont.)
Operating Profit by Division
Quarters Ended December 29, 2012 and December 31, 2011
(in millions, unaudited)
             GAAP        Non-Core Adjustments                                                Non-GAAP
             Measure                                                                         Measure
             Reported                                                                        Core*
                                                                 

                                                                 Restructuring
                         Commodity                               and            Pension
             Quarter     mark-      Merger and   Restructuring                  lump
                                                                 other charges               Quarter
Operating    Ended       to-market  integration  and impairment                 sum          Ended
Profit                   net                                     related to     settlement   12/29/2012
             12/29/2012             charges      charges         the
                         impact                                                 charge
                                                                 transaction
                                                                 with

                                                                 Tingyi
Frito-Lay                $      $                                       $    
North        $  1,114   -         -           $    (2)    $     -   -           $  1,112
America
Quaker
Foods North  200         -          -            2               -              -            202
America
Latin
America      386         -          -            9               -              -            395
Foods
 PepsiCo
Americas     1,700       -          -            9               -              -            1,709
Foods
PepsiCo
Americas     735         -          -            26              -              -            761
Beverages
Europe       313         -          4            44              -              -            361
Asia,
Middle East  117         -          -            5               13             -            135
& Africa
Division
Operating    2,865       -          4            84              13             -            2,966
Profit
Corporate    (652)       61         -            2               -              195          (394)
Unallocated
Total                    $   
Operating    $  2,213   61         $     4  $    86      $    13     $   195    $  2,572
Profit
             GAAP        Non-Core Adjustments                                                Non-GAAP
             Measure                                                                         Measure
             Reported    Commodity                                              Inventory    Core*
             Quarter     mark-      Merger and                                 fair         Quarter

Operating    Ended       to-market  integration  Restructuring   53^rd week     value        Ended
Profit                   net                     andimpairment
             12/31/2011             charges                                     adjustments  12/31/2011
                         impact                  charges
Frito-Lay                $      $                                       $    
North        $  1,076   -         -           $    76      $   (72)    -           $  1,080
America
Quaker
Foods North  239         -          -            18              (12)           -            245
America
Latin
America      358         -          -            48              -              -            406
Foods
 PepsiCo
Americas     1,673       -          -            142             (84)           -            1,731
Foods
PepsiCo
Americas     740         -          35           81              (35)           5            826
Beverages
Europe       226         -          106          77              (8)            -            401
Asia,
Middle East  157         -          -            9               -              -            166
& Africa
Division
Operating    2,796       -          141          309             (127)          5            3,124
Profit
Corporate    (549)       71         14           74              18             -            (372)
Unallocated
Total                    $   
Operating    $  2,247   71         $   155    $   383       $  (109)     $     5  $  2,752
Profit
*Core results are financial measures that are not in accordance with GAAP and exclude the above
non-core adjustments. See A-17 through A-19 for a discussion

 of each of these non-core adjustments.
A-12



PepsiCo, Inc. and Subsidiaries
Reconciliation of GAAP and Non-GAAP Information (cont.)
Operating Profit by Division
Years Ended December 29, 2012 and December 31, 2011
(in millions, unaudited)
             GAAP                                                                           Non-GAAP
                         Non-Core Adjustments
             Measure                                                                        Measure
             Reported                                                                      Core*
                                                                

                                                                Restructuring
                         Commodity               Restructuring  and            Pension
                         mark-      Merger and                                 lump         
             Year Ended                          and            other charges
Operating                to-market  integration  impairment                    sum          Year Ended
Profit       12/29/2012  net                                    related to     settlement
                                    charges      charges        the                         12/29/2012
                         impact                                                charge
                                                                transaction
                                                                with

                                                                Tingyi
Frito-Lay                $      $                                      $    
North        $  3,646   -         -           $    38     $     -   -           $  3,684
America
Quaker
Foods North  695         -          -            9              -              -            704
America
Latin
America      1,059       -          -            50             -              -            1,109
Foods
 PepsiCo
Americas     5,400       -          -            97             -              -            5,497
Foods
PepsiCo
Americas     2,937       -          -            102            -              -            3,039
Beverages
Europe       1,330       -          11           42             -              -            1,383
Asia,
Middle East  747         -          -            28             150            -            925
& Africa
Division
Operating    10,414      -          11           269            150            -            10,844
Profit
Corporate    (1,302)     (65)       -            10             -              195          (1,162)
Unallocated
Total                    $  
Operating    $  9,112   (65)      $    11   $   279      $   150      $   195    $  9,682
Profit
             GAAP                                                                           Non-GAAP
                         Non-Core Adjustments
             Measure                                                                        Measure
             Reported                                                                      Core*
                         Commodity                                            Inventory
                         mark-      Merger and                                 fair
             Year Ended                          Restructuring                              Year Ended
Operating                to-market  integration                 53^rd week     value
Profit       12/31/2011  net                     and                                        12/31/2011
                                    charges      impairment                    adjustments
                         impact
                                                 charges
Frito-Lay                $      $                                      $    
North        $  3,621   -         -           $    76     $   (72)    -           $  3,625
America
Quaker
Foods North  797         -          -            18             (12)           -            803
America
Latin
America      1,078       -          -            48             -              -            1,126
Foods
 PepsiCo
Americas     5,496       -          -            142            (84)           -            5,554
Foods
PepsiCo
Americas     3,273       -          112          81             (35)           21           3,452
Beverages
Europe       1,210       -          123          77             (8)            25           1,427
Asia,
Middle East  887         -          -            9              -              -            896
& Africa
Division
Operating    10,866      -          235          309            (127)          46           11,329
Profit
Corporate    (1,233)     102        78           74             18             -            (961)
Unallocated
                                                 .
Total
Operating    $  9,633   $   102  $   313    $   383      $  (109)     $    46   $ 10,368
Profit
*Core results are financial measures that are not in accordance with GAAP and exclude the above
non-core adjustments. See A-17 through A-19 for a discussion

 of each of these non-core adjustments.
A-13

PepsiCo, Inc. and Subsidiaries
Reconciliation of GAAP and Non-GAAP Information (cont.)
(unaudited)
Net Cash Provided by Operating Activities
Reconciliation (in millions)
                                           Year Ended
                                           12/29/2012
Net Cash Provided by Operating Activities $        8,479
Capital Spending                          (2,714)
Sales of Property, Plant and Equipment    95
Management Operating Cash Flow            5,860
Discretionary Pension and Retiree Medical  1,051
Contributions (after-tax)
Merger and Integration Payments            63
(after-tax)
Payments Related to Restructuring Charges  260
(after-tax)
Capital Investments Related to the PBG/PAS 10
Integration
Capital Investments Related to the         26
Productivity Plan
Payments for Restructuring and Other
Charges Related to
 the Transaction with Tingyi             117
Management Operating Cash Flow excluding   $        7,387
above Items
Emerging and Developing Markets Net
Revenue Growth Reconciliation
                                           Quarter Ended
                                           12/29/2012
Reported Emerging and Developing Markets   -                        %
Net Revenue Growth
Impact of Acquisitions and Divestitures   7
Impact of Foreign Currency Translation    1
Emerging and Developing Markets Organic    9                        %
Net Revenue Growth
Net Cash Provided by Operating Activities
Reconciliation (in billions)
                                           2013 Guidance
Net Cash Provided by Operating Activities $ ~9
Net Capital Spending                      ~(3)
Management Operating Cash Flow            ~6
Certain Other Items*                      ~1
Management Operating Cash Flow excluding   $ ~7
Certain Other Items
*Certain other items include discretionary pension and retiree medical
contributions, merger and integration

 payments, payments related to restructuring charges, capital investments
related to the Productivity Plan and

 payments related to tax settlements.
Note - certain amounts above may not sum due to rounding.
A-14

Cautionary Statement

Statements in this communication that are "forward-looking statements,"
including our 2013 guidance, are based on currently available information,
operating plans and projections about future events and trends. Terminology
such as "believe," "expect," "intend," "estimate," "project," "anticipate,"
"will" or similar statements or variations of such terms are intended to
identify forward-looking statements, although not all forward-looking
statements contain such terms.Forward-looking statements inherently involve
risks and uncertainties that could cause actual results to differ materially
from those predicted in such forward-looking statements. Such risks and
uncertainties include, but are not limited to: changes in demand for PepsiCo's
products, as a result of changes in consumer preferences and tastes or
otherwise; changes in the legal and regulatory environment; PepsiCo's ability
to compete effectively; PepsiCo's ability to grow its business in emerging and
developing markets or unstable political conditions, civil unrest or other
developments and risks in the countries where PepsiCo operates; unfavorable
economic conditions in the countries in which PepsiCo operates; increased
costs, disruption of supply or shortages of raw materials and other supplies;
failure to realize anticipated benefits from our productivity plan or global
operating model; disruption of PepsiCo's supply chain; damage to PepsiCo's
reputation; failure to successfully complete or integrate acquisitions and
joint ventures into PepsiCo's existing operations; PepsiCo's ability to hire
or retain key employees or a highly skilled and diverse workforce; trade
consolidation or the loss of any key customer; any downgrade of our credit
ratings; PepsiCo's ability to build and sustain proper information technology
infrastructure, successfully implement its ongoing business transformation
initiative or outsource certain functions effectively; fluctuations in foreign
exchange rates; climate change, or legal, regulatory or market measures to
address climate change; failure to successfully renew collective bargaining
agreements or strikes or work stoppages; any infringement of or challenge to
PepsiCo's intellectual property rights; and potential liabilities and costs
from litigation or legal proceedings.

For additional information on these and other factors that could cause
PepsiCo's actual results to materially differ from those set forth herein,
please see PepsiCo's filings with the SEC, including its most recent annual
report on Form 10-K and subsequent reports on Forms 10-Q and 8-K.Investors
are cautioned not to place undue reliance on any such forward-looking
statements, which speak only as of the date they are made. PepsiCo undertakes
no obligation to update any forward-looking statements, whether as a result of
new information, future events or otherwise.

A-15

Miscellaneous Disclosures

In discussing financial results and guidance, the company may refer to certain
non-GAAP measures. Reconciliations of any such non-GAAP measures to the most
directly comparable financial measures in accordance with GAAP can be found in
the attached exhibits, as well as on the company's website at www.pepsico.com
in the "Investors" section under "Investor Presentations." Our non-GAAP
measures exclude from reported results those items that management believes
are not indicative of our ongoing performance and how management evaluates our
operating results and trends.

Glossary

Acquisitions and divestitures: All mergers and acquisitions activity,
including the impact of acquisitions, divestitures and changes in ownership or
control in consolidated subsidiaries and nonconsolidated equity investees.

Beverage volume: Volume shipped to retailers and independent distributors from
both PepsiCo and our bottlers.

Core: Core results are non-GAAP financial measures which exclude certain items
from our historical results. In 2012, core results exclude the commodity
mark-to-market net impact included in corporate unallocated expenses, merger
and integration charges in connection with our acquisition of WBD,
restructuring and impairment charges, restructuring and other charges related
to the transaction with Tingyi, a pension lump sum settlement charge and a tax
benefit related to a tax court decision. In 2011, core results exclude the
commodity mark-to-market net impact included in corporate unallocated
expenses, merger and integration charges, restructuring and impairment
charges, an extra reporting weekand certain inventory fair value adjustments
in connection with our acquisitions of The Pepsi Bottling Group, Inc. (PBG),
PepsiAmericas, Inc. (PAS) and WBD. See above for reconciliations of this
non-GAAP financial measure to the most directly comparable financial measure
in accordance with GAAP. See "Reconciliation of GAAP and Non-GAAP Information"
for additional information.

Constant currency: Financial results assuming constant foreign currency
exchange rates used for translation based on the rates in effect for the
comparable prior-year period. In order to compute our constant currency
results, we multiply or divide, as appropriate, our current year U.S. dollar
results by the current year average foreign exchange rates and then multiply
or divide, as appropriate, those amounts by the prior year average foreign
exchange rates.

Division operating profit: The aggregation of the operating profit for each of
our reportable segments, which excludes the impact of corporate unallocated
expenses.

Effective net pricing: Reflects the year-over-year impact of discrete pricing
actions, sales incentive activities and mix resulting from selling varying
products in different package sizes and in different countries.

Management operating cash flow: Net cash provided by operating activities less
capital spending plus sales of property, plant and equipment.See above for a
reconciliation of this non-GAAP financial measure to the most directly
comparable financial measure in accordance with GAAP (operating cash flow).

Management operating cash flow, excluding certain items: Management operating
cash flow, excluding: (1) discretionary pension and retiree medical
contributions,(2)merger and integration payments in connection with the PBG,
PAS and WBD acquisitions, (3) restructuring payments, (4)capital investments
related to the bottling integration, (5) capital investments related to the
productivity plan, (6) payments for restructuring and other charges related to
the transaction with Tingyi and (7)the tax impacts associated with each of
these items, as applicable. This non-GAAP financial measure is our primary
measure used to monitor cash flow performance.See above for a reconciliation
of this non-GAAP financial measure to the most directly comparable financial
measure in accordance with GAAP (operating cash flow). See "Reconciliation of
GAAP and Non-GAAP Information" for additional information.

A-16

Mark-to-market gain or loss or net impact: Change in market value for
commodity contracts that we purchase to mitigate the volatility in costs of
energy and raw materials that we consume. The market value is determined based
on average prices on national exchanges and recently reported transactions in
the marketplace.

Net capital spending: Capital spending less cash proceeds from sales of
property, plant and equipment.

Organic: A measure that adjusts for impacts of acquisitions, divestitures and
other structural changes and foreign exchange translation. This measure also
excludes the impact of an extra reporting week in 2011. In excluding the
impact of foreign exchange translation, we assume constant foreign exchange
rates used for translation based on the rates in effect for the comparable
prior-year period.See the definition of "Constant currency" for additional
information.

A-17

Reconciliation of GAAP and Non-GAAP Information (unaudited)

Division operating profit, core results, core constant currency results and
organic results are non-GAAP financial measures as they exclude certain items
noted below. However, we believe investors should consider these measures as
they are more indicative of our ongoing performance and with how management
evaluates our operational results and trends.

Commodity mark-to-market net impact

In the quarter and year ended December 29, 2012, we recognized $61 million of
mark-to-market net losses and $65 million of mark-to-market net gains,
respectively, on commodity hedges in corporate unallocated expenses. In the
quarter and year ended December 31, 2011, we recognized $71 million and $102
million, respectively, of mark-to-market net losses on commodity hedges in
corporate unallocated expenses. We centrally manage commodity derivatives on
behalf of our divisions. These commodity derivatives include agricultural
products, metals and energy. Certain of these commodity derivatives do not
qualify for hedge accounting treatment and are marked to market with the
resulting gains and losses recognized in corporate unallocated expenses. These
gains and losses are subsequently reflected in division results when the
divisions take delivery of the underlying commodity.

Merger and integration charges

In the quarter ended December 29, 2012, we incurred merger and integration
charges of $9 million related to our acquisition of WBD, including $4 million
recorded in the Europe segment and $5 million recorded in interest expense. In
the year ended December 29, 2012, we incurred merger and integration charges
of $16 million related to our acquisition of WBD, including $11 million
recorded in the Europe segment and $5 million recorded in interest expense.
In the quarter ended December 31, 2011, we incurred merger and integration
charges of $155 million related to our acquisitions of PBG, PAS and WBD,
including $35 million recorded in the PAB segment, $106 million recorded in
the Europe segment and $14 million recorded in the corporate unallocated
expenses. In the year ended December 31, 2011, we incurred merger and
integration charges of $329 million related to our acquisitions of PBG, PAS
and WBD, including $112 million recorded in the PAB segment, $123 million
recorded in the Europe segment, $78 million recorded in corporate unallocated
expenses and $16 million recorded in interest expense. These charges also
include closing costs and advisory fees related to our acquisition of WBD.

Restructuring and impairment charges

In the quarter ended December 29, 2012, we incurred merger and integration
charges of $86 million in conjunction with our multi-year productivity plan
(Productivity Plan), including $2 million recorded in the QFNA segment, $9
million recorded in the LAF segment, $26 million recorded in the PAB segment,
$44 million recorded in the Europe segment, $5 million recorded in the AMEA
segment, $2 million recorded in corporate unallocated expenses, andincome of
$2 million recorded in the FLNA segment representing adjustments of previously
recorded amounts. In the year ended December 29, 2012, we incurred
restructuring charges of $279 million, in conjunction with our Productivity
Plan, including $38 million recorded in the FLNA segment, $9 million recorded
in the QFNA segment, $50 million recorded in the LAF segment, $102 million
recorded in the PAB segment, $42 million recorded in the Europe segment, $28
million recorded in the AMEA segment and $10 million recorded in corporate
unallocated expenses. In the quarter and year ended December 31, 2011, we
incurred restructuring charges of $383 million in conjunction with our
Productivity Plan, including $76 million recorded in the FLNA segment, $18
million recorded in the QFNA segment, $48 million recorded in the LAF segment,
$81 million recorded in the PAB segment, $77 million recorded in the Europe
segment, $9 million recorded in the AMEA segment and $74 million recorded in
corporate unallocated expenses. The Productivity Plan includes actions in
every aspect of our business that we believe will strengthen our complementary
food, snack and beverage businesses by leveraging new technologies and
processes across PepsiCo's operations, go-to-market and information systems;
heightening the focus on best practice sharing across the globe; consolidating
manufacturing, warehouse and sales facilities; and implementing simplified
organization structures, with wider spans of control and fewer layers of
management.

Restructuring and other charges related to the transaction with Tingyi

In the quarter and year ended December 29, 2012, we recorded restructuring and
other charges of $13 million and $150 million, respectively, in the AMEA
segment related to the transaction with Tingyi.

Pension lump sum settlement charge

In the quarter and year ended December 29, 2012, we recorded a pension lump
sum settlement charge of $195 million.

Tax benefit related to tax court decision

In the quarter and year ended December 29, 2012, we recognized a non-cash tax
benefit of $217 million associated with a favorable tax court decision related
to the classification of financial instruments.

53^rd week impact

In 2011, we had an extra reporting week (53^rd week). Our fiscal year ends on
the last Saturday of each December, resulting in an extra week of results
every five or six years. The 53^rd week increased net revenue by $623 million
and operating profit by $109 million in the quarter and year ended December
31, 2011.

Inventory fair value adjustments

In the quarter ended December 31, 2011, we recorded $5 million of incremental
costs in cost of sales related to hedging contracts included in PBG's and
PAS's balance sheets at the acquisition date. In the year ended December 31,
2011, we recorded $46 million of incremental costs in cost of sales related to
fair value adjustments to the acquired inventory included in WBD's balance
sheet at the acquisition date and hedging contracts included in PBG's and
PAS's balance sheets at the acquisition date.

Management operating cash flow (excluding certain items)

Additionally, management operating cash flow (excluding the items noted in the
Net Cash Provided by Operating Activities Reconciliation table) is the primary
measure management uses to monitor cash flow performance. This is not a
measure defined by GAAP. Since net capital spending is essential to our
product innovation initiatives and maintaining our operational capabilities,
we believe that it is a recurring and necessary use of cash. As such, we
believe investors should also consider net capital spending when evaluating
our cash from operating activities. Additionally, we consider certain other
items (included in the Net Cash Provided by Operating Activities
Reconciliation table) in evaluating management operating cash flow which we
believe investors should consider in evaluating our management operating cash
flow results.

A-18

2013 guidance

Our 2013 core tax rate guidance and our 2013 core constant currency EPS
guidance exclude the commodity mark-to-market net impact included in corporate
unallocated expenses, merger and integration charges in connection with our
acquisition of WBD, restructuring and impairment charges and a one-time charge
related to the Venezuela currency devaluation. Our 2013 organic revenue
guidance excludes the impact of acquisitions, divestitures and other
structural changes. In addition, our 2013 organic revenue and core constant
currency EPS guidance excludes the impact of foreign exchange. We are not able
to reconcile our full-year projected 2013 core tax rate guidance to our
full-year projected 2013 reported tax rate or our 2013 core constant currency
EPS growth to our full-year projected 2013 reported EPS growth because we are
unable to predict the 2013 impact of foreign exchange or the mark-to-market
net impact on commodity hedges due to the unpredictability of future changes
in foreign exchange rates and commodity prices. In addition, we are unable to
reconcile our full-year projected 2013 organic revenue growth to our full-year
projected 2013 reported net revenue growth because we are unable to predict
the 2013 impact of foreign exchange due to the unpredictability of future
changes in foreign exchange rates. Therefore, we are unable to provide a
reconciliation of these measures.

A-19

SOURCE PepsiCo, Inc.

Website: http://www.pepsico.com
Contact: Investor, Jamie Caulfield, Senior Vice President, Investor Relations,
+1-914-253-3035, jamie.caulfield@pepsico.com or Media, Melisa Tezanos, Senior
Director, Media Bureau, +1-914-253-2599, melisa.tezanos@pepsico.com
 
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