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To Our Shareholders:
At PepsiCo, our actions —  the actions of all our associates —  are
governed by our Global Code of Conduct. This Code is clearly
aligned with our stated values —  a commitment to sustained
growth, through empowered people, operating with respon-
sibility and building trust. Both the Code and our core values
enable us to operate with integrity —  both within the letter and
the spirit of the law. Our Code of Conduct is reinforced con-
sistently at all levels and in all countries. We have maintained
strong governance policies and practices for many years.
The management of PepsiCo is responsible for the objec-
tivity and integrity of our consolidated financial statements.
The Audit Committee of the Board of Directors has engaged
independent registered public accounting firm, KPMG LLP,
to audit our consolidated financial statements, and they have
expressed an unqualified opinion.
We are committed to providing timely, accurate and
understandable information to investors. Our commitment
encompasses the following:
Maintaining strong controls over nancial reporting.
Our system of internal control is based on the control criteria
framework of the Committee of Sponsoring Organizations
of the Treadway Commission published in their report
titled Internal Control —  Integrated Framework. The system
is designed to provide reasonable assurance that transac-
tions are executed as authorized and accurately recorded;
that assets are safeguarded; and that accounting records
are sufficiently reliable to permit the preparation of finan-
cial statements that conform in all material respects with
accounting principles generally accepted in the U.S. We main-
tain disclosure controls and procedures designed to ensure
that information required to be disclosed in reports under the
Securities Exchange Act of 1934 is recorded, processed, sum-
marized and reported within the specified time periods. We
monitor these internal controls through self-assessments and
an ongoing program of internal audits. Our internal controls
are reinforced through our Global Code of Conduct, which
sets forth our commitment to conduct business with integrity,
and within both the letter and the spirit of the law.
Exerting rigorous oversight of the business.
We continuously review our business results and strategies.
This encompasses financial discipline in our strategic and
daily business decisions. Our Executive Committee is actively
involved —  from understanding strategies and alternatives
to reviewing key initiatives and financial performance. The
intent is to ensure we remain objective in our assessments,
constructively challenge our approach to potential business
opportunities and issues, and monitor results and controls.
Engaging strong and eective Corporate
Governance from our Board of Directors.
We have an active, capable and diligent Board that meets
therequired standards for independence, and we welcomethe
Board’s oversight as a representative of our shareholders. Our
Audit Committee is comprised of independent directors with
the financial literacy, knowledge and experience to provide
appropriate oversight. We review our critical accounting poli-
cies, financial reporting and internal control matters with them
and encourage their direct communication with KPMG LLP,
with our General Auditor, and with our General Counsel. We
also have a Compliance & Ethics Department, led by our Chief
Compliance & Ethics Officer, to coordinate our compliance
policies and practices.
Providing investors with nancial results that are
complete, transparent and understandable.
The consolidated financial statements and financial infor-
mation included in this report are the responsibility of
management. This includes preparing the financial statements
in accordance with accounting principles generally accepted
in the U.S., which require estimates based on management’s
best judgment.
PepsiCo has a strong history of doing what’s right.
We realize that great companies are built on trust, strong ethi-
cal standards and principles. Our financial results are delivered
from that culture of accountability, and we take responsibility
for the quality and accuracy of our financial reporting.
February21, 2013
Marie T. Gallagher
Senior Vice President and Controller
Hugh F. Johnston
Chief Financial Officer
Indra K. Nooyi
Chairman of the Board of Directors and
Chief Executive Officer
Management’s Responsibility for Financial Reporting
2012 PEPSICO ANNUAL REPORT100