PepsiCo Reports First Quarter 2013 Results

                  PepsiCo Reports First Quarter 2013 Results

--Core1 EPS $0.77, up 12 percent. Reported EPS $0.69, a decline of 3 percent
reflecting the impact of the devaluation of net monetary assets in Venezuela

--Organic1 revenue grew 4.4 percent. Reported net revenue increased 1 percent
reflecting the impacts of foreign currency translation and structural changes

--Core operating margin expanded 80 basis points. Reported operating margin
declined 70 basis points reflecting the Venezuela devaluation

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

--Company reaffirms 7 percent core constant currency1 EPS growth guidance for
2013

PR Newswire

PURCHASE, N.Y., April 18, 2013

PURCHASE, N.Y., April 18, 2013 /PRNewswire/ -- PepsiCo, Inc. (NYSE: PEP) today
reported core earnings per share of $0.77 for the first quarter, an increase
of 12 percent on organic revenue growth of 4.4 percent.

(Logo: http://photos.prnewswire.com/prnh/20120424/NY93895LOGO )

"We're greatly encouraged by the strong start to 2013. We delivered solid
organic revenue growth and double-digit core EPS growth in the first quarter,
driven by our balanced food and beverage product and global geographic
portfolio. Our investments in creating this portfolio are paying off and our
brand and innovation strategies are driving sustainable top-line growth," said
Chairman and CEO Indra Nooyi.

"We are driving increased marketplace execution and making higher investments
in marketing and innovation to drive future growth. In the first quarter, our
advertising and marketing expense increased by 11 percent, while our core
operating margin increased 80 basis points. 

"Importantly, we're laser focused on ramping up the effectiveness and
efficiency of every aspect of our operating system, from procurement to
manufacturing to selling and distribution. For the full year 2013, we expect
to deliver approximately $900 million in productivity savings as part of our
three-year, $3 billion productivity program, which will fund future growth
investments and further enhance our operating margins. And, we've already
begun to identify the next tranche of productivity savings to extend beyond
our current program.

"We are squarely on track to deliver on our financial commitments for 2013,
and remain committed to acting with urgency and intensity to create long-term
value for our shareholders."

^1Please 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 4.4 percent organic revenue growth with a good balance between
    volume growth^2 and price realization.
  oPepsiCo Americas Foods organic revenue grew 6 percent in the quarter
    driven by organic revenue growth in all divisions, including Frito-Lay
    North America, Quaker Foods North America and Latin America Foods.
    Reported net revenue increased 5 percent in the quarter.
  oFrito-Lay North America market share in the U.S. grew in the quarter,
    reflecting 4 percent volume growth driven by strategic investments and
    disciplined execution.
  oPepsiCo Americas Beverages core constant currency operating profit grew 4
    percent in the quarter reflecting favorable effective net pricing and
    productivity gains. Reported operating profit was up 8 percent.
  oAMEA organic revenue grew 15 percent in the quarter driven by organic
    volume growth in both snacks and beverages. Reported net revenue in AMEA
    declined 14 percent, reflecting the impact of structural changes.
  oOn an organic basis, emerging and developing market revenue grew 12
    percent in the quarter. The refranchising of our beverage business in
    China and unfavorable foreign exchangeimpacted emerging and developing
    marketsnet revenue growth by 11 percentage points, resulting in 1 percent
    reported net revenue growth.
  oOn an organic basis, international beverage volume grew 6 percent and
    international snack volume grew 5 percent.
  oCore gross margin expanded 130 basis points and reported gross margin
    expanded 100 basis points.
  oCore operating margin expanded 80 basis points including an 11 percent
    increase in advertising and marketing expense.
  oOn track to deliver targeted $900 million of productivity savings during
    2013 and $3 billion in productivity savings by 2015.
  oManagement operating cash flow (excluding certain items) was $464 million.
    Cash flow from operations was $702 million.
  oDecreased net capital spending by $4 million in the quarter, with net
    capital spending of 4.0 percent of net sales over the past four quarters,
    an improvement of 70 basis points over the comparable prior four quarters.
  oOn track to return a total of $6.4 billion to shareholders in 2013 through
    approximately $3.4 billion in dividends and approximately $3.0 billion in
    share repurchases.

^2 All 2013 volume growth measures reflect an adjustment to the base year for
divestitures that occurred in 2012.

Summary of First Quarter Financial Performance

  oOrganic revenue grew 4.4 percent and reported net revenue grew 1 percent.
    Organic revenue growth was driven by balanced volume growth and effective
    net pricing. Structural changes, primarily refranchising in China,
    negatively impacted reported net revenue performance by 3 percentage
    points and foreign exchange translation had a 0.5-percentage-point
    unfavorable impact in the quarter.
  oCore constant currency operating profit increased 9 percent reflecting
    solid revenue growth and productivity gains, partially offset by increased
    advertising and marketing expense. Reported operating profit declined 4
    percent and included the impact from the devaluation of net monetary
    assets in Venezuela, net impact of mark-to-market adjustments on commodity
    hedges, and certain restructuring and integration costs.
  oThe company's core effective tax rate was 24.5 percent, below the prior
    year quarter primarily due to income mix shift and the reversal of
    international tax reserves, partially offset by the lapping of a 2012 tax
    benefit related to prepayment of Medicare subsidy liabilities. The
    company's reported effective tax rate was 26.3 percent and included the
    impact related to the Venezuela devaluation, restructuring and integration
    costs and hedging losses.
  oCore EPS was $0.77 and reported EPS was $0.69. Core EPS excludes a $0.07
    per share impact from the devaluation of net monetary assets in Venezuela,
    a net impact of $0.01 per share related to mark-to-market adjustments on
    commodity hedges, and a $0.01 impact from restructuring and integration
    charges. Mark-to-market gains and losses on commodity hedges are
    subsequently reflected in core division results when the divisions
    recognize the cost of the underlying commodity in net income.

Summary First Quarter 2013 Performance (Percent Growth)

                                         
                            Core Constant
                           Currency^a    

                   Reported               Organic^b
Volume
 Snacks        4                      4
 Beverages      3                      1
Net Revenue        1                      4
Operating Profit^c (4)      9
EPS                (3)      13



                                              Core
                                                  Constant
                                       
                                                  Currency
                                       
                                                  Operating
          Volume    Net Revenue Operating Organic Profit
                                Profit^c  Revenue
PAF       3         5           6         6       7
 FLNA  4         4           6         4       5
 LAF   1         11          18        14      25
 QFNA  5         2           (4)       2       (6)
PAB       (3)       (1)         8         -       4
Europe    4/1^d     5           10        4       14
AMEA      15/17^d,e (14)        24        15      19
Total     4/3^d     1           8         4       7
Divisions
Total     4/3^d     1           (4)       4       9
PepsiCo

^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 and foreign exchange
translation. For more information about our organic results, see
"Reconciliation of GAAP and Non-GAAP Information" in the attached exhibits.
Please refer to the Glossary for the definition of "Organic".
^c The reported operating profit performance was impacted by certain items
excluded from our core results in both 2013 and 2012. 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".
^d ^ Snacks/Beverages.
^eAMEA 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 first quarter of the base year
(2012).

Division Operating Summaries

PepsiCo Americas Foods (PAF)
Organic revenue grew 6 percent in the quarter driven by 3 percentage points of
organic volume growth and 3 percentage points of effective net pricing.
Reported net revenue increased 5 percent reflecting a 1-percentage-point
unfavorable impact from foreign exchange translation.

Core constant currency operating profit increased 7 percent, reflecting
effective net pricing and productivity initiatives, partially offset by
increased advertising and marketing investments.

Frito-Lay North America (FLNA)

Organic and reported net revenue each increased 4 percent in the quarter,
reflecting a 4-percentage-point increase in organic volume and even effective
net pricing.

Core constant currency operating profit grew 5 percent in the quarter
reflecting organic revenue gains and productivity initiatives.

Latin America Foods (LAF)

Organic revenue grew 14 percent in the quarter, reflecting 1 percentage point
of organic volume growth and 13 percentage points of effective net pricing.
Reported net revenue grew 11 percent in the quarter, reflecting a
3-percentage-point unfavorable foreign exchange translation impact.

Core constant currency operating profit increased 25 percent. These results
reflect the revenue growth and productivity gains partially offset by
commodity cost inflation and increased advertising and marketing expense.

Quaker Foods North America (QFNA)

Organic revenue grew 2 percent, driven primarily by organic volume gains.
Reported net revenue also grew 2 percent.

Core constant currency operating profit declined 6 percent, driven principally
by increased advertising and marketing expense and investments in product
innovation.

PepsiCo Americas Beverages (PAB)
Organic revenue in the quarter was even with the prior year reflecting organic
volume that declined 3 percent and the negative impact of concentrate shipment
timing, offset by effective net pricing. Latin America beverage volume
increased 1 percent. In North America, non-carbonated beverage volume declined
1 percent, and CSD volume declined mid-single digits.

Reported net revenue declined 1 percent reflecting a less than
1-percentage-point impact of unfavorable foreign exchange translation.

Core constant currency operating profit increased 4 percent primarily
reflecting favorable effective net pricing and productivity gains.

Europe
Organic revenue grew 4 percent, reflecting 2 percent organic volume growth and
2 percentage points of effective net pricing. Both snacks and beverages grew
organic volume in the quarter. Reported net revenue grew 5 percent in the
quarter, including a 1-percentage-point favorable impact from foreign exchange
translation.

Core constant currency operating profit rose 14 percent in the quarter,
reflecting organic revenue gains and continued productivity initiatives
partially offset by higher commodity costs and increased advertising and
marketing expense.

Asia, Middle East & Africa (AMEA)
Organic revenue grew 15 percent in the quarter, led by 15 percent organic
volume growth in snacks and 10 percent organic volume growth in beverages.
Reported net revenue declined 14 percent, reflecting a 27-percentage-point
negative impact from structural changes, principally the refranchising of
bottling operations in China, and an unfavorable 2-percentage-point impact
from foreign exchange translation.

Core constant currency operating profit increased 19 percent, reflecting the
organic revenue gains, partially offset by higher advertising and marketing
expense.

2013 Guidance and Outlook
Consistent with its previous guidance 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
approximately 1 percentage 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 profit 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.

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 first-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, and unaudited)
                                                  Quarter Ended
                                                  3/23/2013  3/24/2012  Change
Net Revenue                                      $ 12,581   $ 12,428   1%
Cost of sales                                     5,834      5,889      (1)%
Selling, general and administrative expenses     5,066      4,792      6%
Amortization of intangible assets                 23         25         (6)%
Operating Profit                                 1,658      1,722      (4)%
Interest expense                                 (214)      (198)      8%
Interest income and other                        27         23         18%
Income before income taxes                       1,471      1,547      (5)%
Provision for income taxes                       386        414        (6)%
Net income                                       1,085      1,133      (4)%
Less: Net income attributable to noncontrolling  10         6          66%
interests
Net Income Attributable to PepsiCo               $  1,075  $  1,127  (5)%
Diluted
 Net Income Attributable to PepsiCo per Common   $  0.69  $  0.71  (3)%
Share
 Weighted-average common shares outstanding      1,563      1,584
 Cash dividends declared per common share       $ 0.5375   $  0.515
A-1



PepsiCo, Inc. and Subsidiaries
Supplemental Financial Information
(in millions, unaudited)
                                           Quarter Ended
                                           3/23/2013  3/24/2012  Change
Net Revenue
Frito-Lay North America                  $  3,123  $  3,010  4%
Quaker Foods North America                634        623        2%
Latin America Foods                       1,367      1,235      11%
 PepsiCo Americas Foods                  5,124      4,868      5%
PepsiCo Americas Beverages                4,420      4,448      (1)%
Europe                                    1,942      1,845      5%
Asia, Middle East & Africa                1,095      1,267      (14)%
Total Net Revenue                         $ 12,581   $ 12,428   1%
Operating Profit
Frito-Lay North America                   $   828  $   780  6%
Quaker Foods North America                180        187        (4)%
Latin America Foods                       216        183        18%
 PepsiCo Americas Foods                  1,224      1,150      6%
PepsiCo Americas Beverages                565        525        8%
Europe                                    88         81         10%
Asia, Middle East & Africa                184        148        24%
Division Operating Profit                 2,061      1,904      8%
Corporate Unallocated
 Mark-to-Market Net Impact (Losses)/Gains (16)       84         n/m
 Restructuring and Impairment Charges     (1)        2          n/m
 Venezuela Currency Devaluation           (124)      -          n/m
 Other                                   (262)      (268)      (2)%
                                           (403)      (182)      122%
Total Operating Profit                    $  1,658  $  1,722  (4)%
n/m = not meaningful
A-2



PepsiCo, Inc. and Subsidiaries
Condensed Consolidated Statement of Cash Flows
(in millions, unaudited)
                                                          Quarter Ended
                                                          3/23/2013  3/24/2012
Operating Activities
Net income                                               $  1,085  $  1,133
Depreciation and amortization                             551        555
Stock-based compensation expense                         77         56
Merger and integration charges                           1          2
Cash payments for merger and integration charges         (11)       (20)
Restructuring and impairment charges                     11         33
Cash payments for restructuring charges                  (30)       (44)
Cash payments for restructuring and other charges
related to the
                                                          (1)        -
 transactionwith Tingyi (Cayman Islands) Holding
Corp. (Tingyi)
Non-cash foreign exchange loss related to Venezuela       111        -
devaluation
Excess tax benefits from share-based payment              (36)       (35)
arrangements
Pension and retiree medical plan contributions           (87)       (1,100)
Pension and retiree medical plan expenses                149        129
Deferred income taxes and other tax charges and credits  (23)       120
Change in accounts and notes receivable                  (175)      (71)
Change in inventories                                    (351)      (266)
Change in prepaid expenses and other current assets      (201)      (197)
Change in accounts payable and other current              (578)      (960)
liabilities
Change in income taxes payable                           244        90
Other, net                                                (34)       (115)
Net Cash Provided by/(Used for) Operating Activities     702        (690)
Investing Activities
Capital spending                                         (303)      (316)
Sales of property, plant and equipment                   8          17
Acquisitions and investments in noncontrolled             (30)       (32)
affiliates
Divestitures                                             -          9
Short-term investments, net                              40         52
Other investing, net                                     -          13
Net Cash Used for Investing Activities                   (285)      (257)
Financing Activities
Proceeds from issuances of long-term debt                2,491      2,733
Payments of long-term debt                               (1,190)    (9)
Short-term borrowings, net                               (153)      (1,790)
Cash dividends paid                                      (831)      (816)
Share repurchases – common                               (626)      (142)
Share repurchases – preferred                            (2)        (1)
Proceeds from exercises of stock options                 449        274
Excess tax benefits from share-based payment              36         35
arrangements
Other financing                                          (1)        (1)
Net Cash Provided by Financing Activities                173        283
Effect of exchange rate changes on cash and cash          (172)      82
equivalents
Net Increase/(Decrease) in Cash and Cash Equivalents      418        (582)
Cash and Cash Equivalents, Beginning of Year             6,297      4,067
Cash and Cash Equivalents, End of Period                  $  6,715  $  3,485
A-3

PepsiCo, Inc. and Subsidiaries
Condensed Consolidated Balance Sheet
(in millions except per share amounts)
                                                       3/23/2013    12/29/2012
Assets                                                 (unaudited)
Current Assets
Cash and cash equivalents                            $  6,715   $  6,297
Short-term investments                               296          322
Accounts and notes receivable, net                   7,234        7,041
Inventories
Raw materials                                         1,846        1,875
Work-in-process                                       265          173
Finished goods                                        1,809        1,533
                                                       3,920        3,581
Prepaid expenses and other current assets             1,745        1,479
Total Current Assets                                 19,910       18,720
Property, plant and equipment, net                    18,844       19,136
Amortizable intangible assets, net                    1,749        1,781
Goodwill                                              16,915       16,971
Other nonamortizable intangible assets                14,655       14,744
Nonamortizable Intangible Assets                      31,570       31,715
Investments in noncontrolled affiliates               1,676        1,633
Other assets                                          1,606        1,653
Total Assets                                          $  75,355   $  74,638
Liabilities and Equity
Current Liabilities
Short-term obligations                               $  6,175   $  4,815
Accounts payable and other current liabilities       11,244       11,903
Income taxes payable                                 575          371
Total Current Liabilities                             17,994       17,089
Long-term debt obligations                            23,225       23,544
Other liabilities                                     6,621        6,543
Deferred income taxes                                 5,051        5,063
Total Liabilities                                     52,891       52,239
Commitments and Contingencies
Preferred stock, no par value                         41           41
Repurchased preferred stock                           (166)        (164)
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: 1,545
and 1,544 shares, respectively)
Capital in excess of par value                        4,136        4,178
Retained earnings                                     43,395       43,158
Accumulated other comprehensive loss                  (5,607)      (5,487)
Repurchased common stock, in excess of par value (321  (19,474)     (19,458)
and 322 shares, respectively)
Total PepsiCo Common Shareholders' Equity             22,476       22,417
Noncontrolling interests                               113          105
Total Equity                                          22,464       22,399
Total Liabilities and Equity                          $  75,355   $  74,638
A-4



PepsiCo, Inc. and Subsidiaries
Supplemental Share and Stock-Based Compensation Data
(in millions except dollar amounts, unaudited)
                                           Quarter Ended
                                           3/23/2013             3/24/2012
Beginning Net Shares Outstanding         1,544                 1,565
Options Exercised/Restricted Stock Units   10                    8
and PEPUnits Converted
Shares Repurchased                       (9)                   (5)
Ending Net Shares Outstanding             1,545                 1,568
Weighted Average Basic                    1,544                 1,568
Dilutive Securities:
 Options                               10                    11
 Restricted Stock Units                   8                     4
 PEPUnits                                 -                     -
 ESOP Convertible Preferred Stock/Other  1                     1
Weighted Average Diluted                  1,563                 1,584
Average Share Price for the Period        $       73.67  $  64.66
Growth Versus Prior Year                  14%                   -%
Options Outstanding                      61                    84
Options in the Money                      58                    54
Dilutive Shares from Options              10                    11
Dilutive Shares from Options as a % of     17%                   20%
Options in the Money
Average Exercise Price of Options in the   $       60.38  $  50.66
Money
Restricted Stock Units Outstanding        15                    9
Dilutive Shares from Restricted Stock      8                     4
Units
Dilutive Shares from PEPUnits             -                     -
Average Intrinsic Value of Restricted      $       68.24  $  64.98
Stock Units Outstanding ^(a)
Average Intrinsic Value of PEPUnits        $       66.65  $      -
Outstanding ^(a)
(a) Weighted-average intrinsic value
at grant date.
A-5



PepsiCo, Inc. and Subsidiaries
Reconciliation of GAAP and Non-GAAP Information
Organic Growth
Quarter Ended March 23, 2013
(unaudited)
             Percent Impact                                 GAAP      Non-GAAP
                                                            Measure   Measure
                                                            Reported  Organic
                                                            % Change  % Change
                                                                      ^(a)
Net Revenue          Effective  Acquisitions  Foreign       Quarter   Quarter
Year over    Volume  Net        &             Exchange      Ended     Ended
Year %                                                      3/23/13   3/23/13
Change               Pricing   Divestitures  Translation
Frito-Lay
North        4       -          -             -             4         4
America
Quaker
Foods North  3       (1)        -             -             2         2
America
Latin
America      1       13         -             (3)           11        14
Foods
 PepsiCo
Americas     3       3          -             (1)           5         6
Foods
PepsiCo
Americas     (5)     5          -             -             (1)       -
Beverages
Europe       2       2          -             1             5         4
Asia,
Middle East  15      -          (27)          (2)           (14)      15
& Africa
Total        1       3          (3)           (0.5)         1         4
PepsiCo
(a) 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
and foreign exchange translation from reported growth.
Note - certain amounts above may notsum due to rounding.
A-6

PepsiCo, Inc. and Subsidiaries
Reconciliation of GAAP and Non-GAAP Information (cont.)
Year over Year Growth Rates
Quarters Ended March 23, 2013 and March 24, 2012
(unaudited)
                   GAAP                                                                 Non-GAAP                Non-GAAP
                   Measure                                                              Measure                 Measure
                                                                                                                Core

                                                                                        Core ^(a)               Constant
                   Reported %  Percent Impact of Non-Core Adjustments                             Percent
                   Change                                                               % Change   Impact of    Currency
                                                                                                                ^(a)

                                                                                                                % Change
Operating Profit   Quarter     Commodity       Merger and   Restructuring  Venezuela    Quarter    Foreign      Quarter
Year over Year %   Ended       mark-to-market  integration  and            currency     Ended      exchange     Ended
Change             3/23/2013   net impact      charges      impairment     devaluation  3/23/2013  translation  3/23/2013
                                                            charges
Frito-Lay North    6           -               -            (1)            -            5          -            5
America
Quaker Foods       (4)         -               -            (3)            -            (6)        -            (6)
North America
Latin America      18          -               -            (1)            -            17         8            25
Foods

PepsiCoAmericas  6           -               -            (1)            -            5          1            7
Foods
PepsiCo Americas   8           -               -            (1.5)          (2.5)        3          -            4
Beverages
Europe             10          -               (1)          6              -            14         (0.5)        14
Asia, Middle East  24          -               -            (5)            -            18         1            19
& Africa
Division           8           -               -            (1)            (1)          6          1            7
Operating Profit
Impact of
Corporate          (12)        6               -            -              7            1          -            1.5
Unallocated
                                                                                        .
Total Operating    (4)         6               -            (1)            6            7          1            9
Profit
Net income
Attributable to    (5)                                                                  10         1            12
PepsiCo
Net income
Attributable to
PepsiCo            (3)                                                                  12         1            13

per common
share - diluted
                   GAAP                                                                 Non-GAAP                Non-GAAP
                   Measure                                                                                      Measure
                                                                                        Measure
                                                                                                                Core

                                                                                        Core ^(a)               Constant
                   Reported %  Percent Impact of Non-Core Adjustments                             Percent
                   Change                                                               % Change   Impact of    Currency
                                                                                                                ^(a)

                                                                                                                % Change
Operating Profit   Quarter     Commodity       Merger and   Restructuring  Inventory    Quarter    Foreign      Quarter
Year over Year %   Ended       mark-to-market  integration  and            fair value   Ended      exchange     Ended
Change             3/24/2012  net impact      charges      impairment     adjustments  3/24/2012  translation  3/24/2012
                                                            charges
Frito-Lay North    1           -               -            1              -            2          -            2
America
Quaker Foods       (12)        -               -            2              -            (10)       -            (10)
North America
Latin America      7           -               -            3              -            10         8            18
Foods
 PepsiCo          (1)         -               -            2              -            1          1            2
Americas Foods
PepsiCo Americas   (6)         -               (4)          1.5            (2)          (9)        1            (9)
Beverages
Europe             29          -               16           (2)            (40)         2.5        2            4
Asia, Middle East  2           -               -            6              -            7          (1)          6
& Africa
Division           (1)         -               (0.5)        2              (2)          (2)        1            (1)
Operating Profit
Impact of
Corporate          1           (3)             (2.5)        -              -            (4)        -            (4)
Unallocated
Total Operating    -           (3)             (3)          2              (2)          (6)        1            (5)
Profit
Net income
Attributable to    (1)                                                                  (9)        1            (8)
PepsiCo
Net income
Attributable to
PepsiCo           -                                                                    (7)        1            (6)
per common
share - diluted
(a) Core results and core constant currency results are financial measures that are not in accordance with GAAP and
exclude the above adjustments. See A-13

 through A-15 for a discussion of each of theseadjustments.
Note - certain amounts above may not sum due to rounding.
A-7





PepsiCo, Inc. and Subsidiaries
Reconciliation of GAAP and Non-GAAP Information (cont.)
Certain Line Items
Quarters Ended March 23, 2013 and March 24, 2012
(in millions except per share amounts, unaudited)
                GAAP       Non-Core Adjustments                                      Non-GAAP
                Measure                                                              Measure
                Reported                                                             Core ^(a)
                Quarter    Commodity        Merger and   Restructuring  Venezuela    Quarter
                Ended      mark-to-market   integration  and            currency     Ended
                3/23/2013  net impact       charges      impairment     devaluation  3/23/2013
                                                         charges
Cost of sales   $  5,834  $  (14)        $    -    $        $       $ 
                                                          -            -            5,820
Selling,
general and     $  5,066  $   (2)       $   (1)    $         $   (111)  $ 
administrative                                           (11)                        4,941
expenses
Operating       $  1,658  $   16        $   1     $         $   111   $ 
profit                                                   11                         1,797
Provision for   $        $    5       $    -    $        $        $   
income taxes    386                                     3             -           394
Net income                                               $                     $ 
attributable    $  1,075  $   11        $   1     8             $   111   1,206
to PepsiCo
Net income
attributable
to PepsiCo per  $        $  0.01         $   -     $          $   0.07   $  
common     0.69                                     0.01                        0.77
share -
diluted
Effective tax   26.3%                                                                24.5%
rate
                GAAP       Non-Core Adjustments                         Non-GAAP
                Measure                                                 Measure
                Reported   Commodity                                    Core ^(a)
                Quarter                     Merger and   Restructuring  Quarter
                Ended      mark-to-market  integration  and            Ended
                3/24/2012                   charges      impairment     3/24/2012
                           net impact                   charges
Cost of sales   $  5,889  $    17      $     -  $        $  5,906
                                                          -
Selling,
general and     $  4,792  $    67      $    (2)  $         $  4,824
administrative                                           (33)
expenses
Operating       $  1,722  $    (84)     $     2  $         $  1,673
profit                                                   33
Provision for   $        $    (24)     $        $         $    400
income taxes    414                        -           10
Net income                                               $     
attributable    $  1,127  $    (60)     $     2  23            $  1,092
to PepsiCo
Net income
attributable
to PepsiCo per  $        $  (0.04)      $     -  $          $   0.69
common     0.71                                     0.01
share -
diluted
Effective tax   26.7%                                                   26.7%
rate
(a) Core results are financial measures that are not in accordance with GAAP and exclude the
above adjustments. See A-13 through

 A-15 for a discussion of each of these adjustments.
Note - certain amounts above may not sum due to
rounding.
A-8



PepsiCo, Inc. and Subsidiaries
Reconciliation of GAAP and Non-GAAP Information (cont.)
Operating Profit by Division
Quarters Ended March 23, 2013 and March 24, 2012
(in millions, unaudited)
                  GAAP       Non-Core Adjustments                                     Non-GAAP
                  Measure                                                             Measure
                  Reported                                                            Core ^(a)
                  Quarter    Commodity                    Restructuring  Venezuela    Quarter
                             mark-to-market  Merger and   and            currency
Operating Profit  Ended      net impact      integration  impairment     devaluation  Ended
                                             charges      charges
                  3/23/2013                                                           3/23/2013
Frito-Lay North   $   828  $      -   $       $      2  $       $   
America                                      -                          -           830
Quaker Foods      180        -               -            (1)            -            179
North America
Latin America     216        -               -            4              -            220
Foods
 PepsiCo        1,224      -               -            5              -            1,229
Americas Foods
PepsiCo Americas  565        -               -            -              (13)         552
Beverages
Europe            88         -               1            4              -            93
Asia, Middle      184        -               -            1              -            185
East & Africa
Division          2,061      -               1            10             (13)         2,059
Operating Profit
Corporate         (403)      16              -            1              124          (262)
Unallocated
Total Operating   $  1,658  $    16      $       $     11  $         $ 
Profit                                       1                           111         1,797
                  GAAP       Non-Core Adjustments                        Non-GAAP
                  Measure                                                Measure
                  Reported                                               Core ^(a)
                  Quarter    Commodity                    Restructuring  Quarter
                             mark-to-market  Merger and   and
Operating Profit  Ended      net impact      integration  impairment     Ended
                                             charges      charges
                  3/24/2012                                              3/24/2012
Frito-Lay North   $   780  $     -    $       $        $    
America                                      -           8             788
Quaker Foods      187        -               -            5              192
North America
Latin America     183        -               -            6              189
Foods

PepsiCoAmericas  1,150      -               -            19             1,169
Foods
PepsiCo Americas  525        -               -            8              533
Beverages
Europe            81         -               2            (1)            82
Asia, Middle      148        -               -            9              157
East & Africa
Division          1,904      -               2            35             1,941
Operating Profit
Corporate         (182)      (84)            -            (2)            (268)
Unallocated
Total Operating   $  1,722  $    (84)   $       $     33  $  
Profit                                       2                           1,673
(a) Core results are financial measures that are not in accordance with GAAP and exclude the
above adjustments.

 See A-13 through A-15 for a discussion of eachof these adjustments.
A-9

PepsiCo, Inc. and Subsidiaries
Reconciliation of GAAP and Non-GAAP Information (cont.)
(unaudited)
Gross Margin Growth
Reconciliation
                                          Quarter Ended
                                          3/23/2013
Reported Gross Margin Growth              102                            bps
Commodity Mark-to-Market Net              25
Impact
Core Gross Margin Growth                  127                            bps
Operating Margin Growth
Reconciliation
                                          Quarter Ended
                                          3/23/2013
Reported Operating Margin Growth         (68)                           bps
Commodity Mark-to-Market Net              81
Impact
Merger and Integration Charges           (1)
Restructuring and Impairment              (18)
Charges
Venezuela Currency Devaluation           88
Core Operating Margin Growth             83                             bps
Net Cash Provided by Operating
Activities Reconciliation (in
millions)
                                          Quarter Ended
                                          3/23/2013
Net Cash Provided by Operating            $           702
Activities
Capital Spending                         (303)
Sales of Property, Plant and              8
Equipment
Management Operating Cash Flow           407
Discretionary Pension and Retiree         13
Medical Contributions
Merger and Integration Payments           9
(after-tax)
Payments Related to Restructuring         30
Charges
Capital Investments Related to            4
the Productivity Plan
Payments for Restructuring and
Other Charges Related to
 the Transaction with Tingyi            1
Management Operating Cash Flow            $           464
excluding above Items
Net Cash Provided by Operating
Activities Reconciliation (in
billions)
                                          2013 Guidance
Net Cash Provided by Operating            $ ~9
Activities
Net Capital Spending                     ~(3)
Management Operating Cash Flow           ~6
Certain Other Items ^(a)                 ~1
Management Operating Cash Flow            $ ~7
excluding Certain Other Items
Emerging and Developing Markets
Net Revenue Growth
Reconciliation
                                          Quarter Ended
                                          3/23/2013
Reported Emerging and Developing          1                              %
Markets Net Revenue Growth
Impact of Acquisitions and                9
Divestitures
Impact of Foreign Currency                2
Translation
Emerging and Developing Markets           12                             %
Organic Revenue Growth
(a) Certain other items include discretionary pension and retiree medical
contributions, merger andintegration payments,
payments related to restructuringcharges, capital investments related
to the bottling integration,capital investments
 relatedto the Productivity Plan and payments related to tax
settlements.
Note - certain amounts above may not sum due to rounding.
A-10



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 markets where PepsiCo's products are sold;
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 PepsiCo's 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 or to
complete or manage divestitures or refranchisings; 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 or potential
downgrade of PepsiCo's 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 Securities and Exchange Commission,
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.

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 reflect 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 2013, 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 and a charge related to the Venezuela
currency devaluation. 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. 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. 

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. 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.

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 reflect how management
evaluates our operational results and trends.

Commodity mark-to-market net impact

In the quarter ended March 23, 2013, we recognized $16 million of
mark-to-market net losses on commodity hedges in corporate unallocated
expenses. In the quarter ended March 24, 2012, we recognized $84 million of
mark-to-market net gains on commodity hedges in corporate unallocated
expenses. In the year ended December 29, 2012, we recognized $65 million of
mark-to-market net gains 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 recognize
the cost of the underlying commodity in net income.

Merger and integration charges

In the quarter ended March 23, 2013, we incurred merger and integration
charges of $1 million related to our acquisition of WBD, recorded in the
Europe segment. In the quarter ended March 24, 2012, we incurred merger and
integration charges of $2 million related to our acquisition of WBD, recorded
in the Europe segment. In the year ended December29, 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.

Restructuring and impairment charges

In the quarter ended March 23, 2013, we incurred restructuring and impairment
charges of $11 million in conjunction with our multi-year productivity plan
(Productivity Plan), including $2 million recorded in the FLNA segment, $4
million recorded in the LAF segment, $4 million recorded in the Europe
segment, $1 million recorded in the AMEA segment, $1 million recorded in
corporate unallocated expenses, and income of $1 million recorded in the QFNA
segment representing adjustments of previously recorded amounts. In the
quarter ended March 24, 2012, we incurred restructuring and impairment charges
of $33 million in conjunction with our Productivity Plan, including $8 million
recorded in the FLNA segment, $5 million recorded in the QFNA segment, $6
million recorded in the LAF segment, $8 million recorded in the PAB segment,
$9 million recorded in the AMEA segment, and income of $1 million and $2
million recorded in the Europe segment and in corporate unallocated expenses,
respectively, representing adjustments of previously recorded amounts. In the
year ended December29, 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. 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 year ended December29, 2012, we recorded restructuring and other
charges of $150 million in the AMEA segment related to the transaction with
Tingyi.

Pension lump sum settlement charge

In the year ended December29, 2012, we recorded a pension lump sum settlement
charge of $195 million.

Tax benefit related to tax court decision

In the year ended December29, 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.

Venezuela currency devaluation

In the quarter ended March23, 2013, we recorded a $111 million net charge
related to the devaluation of the bolivarfuerte for our Venezuela businesses.
$124 million of this charge was recorded in corporate unallocated expenses,
with the balance (equity income of $13 million) recorded in our PAB segment.

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.

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 charges 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 guidance and our 2013 core
constant currency EPS guidance exclude 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 guidance 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 guidance
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.

SOURCE PepsiCo

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