8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant To Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): March 18, 2011

PepsiCo, Inc.

(Exact Name of Registrant as Specified in Charter)

North Carolina	1-1183	13-1584302
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

700 Anderson Hill Road

Purchase, New York 10577

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (914) 253-2000

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events.

As previously disclosed, beginning in the first quarter of 2011, PepsiCo, Inc. (PepsiCo) realigned certain of its reportable segments to reflect changes in management responsibility. As a result, as of the beginning of PepsiCo’s 2011 fiscal year, its Quaker snacks business in North America will be reported within its Quaker Foods North America (QFNA) segment. Prior to this change, Quaker snacks in North America was reported as part of PepsiCo’s Frito-Lay North America (FLNA) segment. Additionally, as of the beginning of the first quarter of 2011, PepsiCo’s South Africa snacks business will be reported within its Europe segment. Prior to this change, this business was reported as part of PepsiCo’s Asia, Middle East & Africa (AMEA) segment. These changes did not impact PepsiCo’s other existing reportable segments.

PepsiCo is filing this Current Report on Form 8-K to reclassify historical segment information to correspond with PepsiCo’s current segment structure.

Exhibits 99.1 and 99.2 to this Current Report on Form 8-K, each of which is included herein, provide certain summarized reported, core and core constant currency financial results reflecting the above reportable segment changes. For further information about PepsiCo’s core and core constant currency results, including a description of items excluded from these results, please refer to the Glossary and Exhibit 99.2 to this Current Report on Form 8-K.

The changes in the reportable segment structure discussed above, as reflected in the information included in this Current Report on Form 8-K, affect only the manner in which the results for the QFNA, FLNA, Europe and AMEA segments were previously reported. This Current Report on Form 8-K does not reclassify nor restate PepsiCo’s previously reported consolidated financial statements for any period. Beginning in 2011, PepsiCo’s financial statements will reflect the realignment of its reportable segments with prior periods adjusted accordingly.

Glossary

Core: Core results are non-GAAP financial measures which exclude the following items in our historical results: the commodity mark-to-market net impact included in corporate unallocated expenses; merger and integration charges (including charges related to The Pepsi Bottling Group, Inc. (PBG), PepsiAmericas, Inc. (PAS) and Wimm-Bill-Dann Foods OJSC (WBD)); restructuring and impairment charges; a one-time charge related to the change to hyperinflationary accounting and devaluation in Venezuela; an asset write-off for SAP software; a contribution to The PepsiCo Foundation; interest expense incurred in connection with our debt repurchase; and, with respect to our PBG and PAS mergers, certain fair value adjustments to acquired inventory and the gain on previously held equity interests in PBG and PAS. For further information about and reconciliations of PepsiCo’s core and core constant currency results, please refer to Exhibit 99.2 to this Current Report on Form 8-K.

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.

Item 9.01(d). Exhibits.

Exhibit No.	Description
99.1	Schedule of Reclassified Operating Segment Data – Reported Basis
99.2	Schedule of Reconciliation of GAAP and Non-GAAP Financial Information

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PEPSICO, INC.
Date: March 18, 2011	By:	/s/ Thomas H. Tamoney, Jr.
	Name:	Thomas H. Tamoney, Jr.
	Title:	Senior Vice President, Deputy General Counsel & Assistant Secretary

INDEX TO EXHIBITS

Exhibit No.	Description
99.1	Schedule of Reclassified Operating Segment Data – Reported Basis
99.2	Schedule of Reconciliation of GAAP and Non-GAAP Financial Information

EX-99.1

EXHIBIT 99.1

PepsiCo, Inc. and Subsidiaries

Schedule of Reclassified Operating Segment Data – Reported Basis

Volume Growth over Prior Year Period (%)

(unaudited)

	First Quarter			Second Quarter			Third Quarter			Fourth Quarter			Full Year
	2010			2010			2010			2010			2010
PepsiCo Americas Foods
Frito-Lay North America		—			(3	)%		(2	)%		—			(1	)%
Quaker Foods North America		1	%		(1	)%		(1	)%		—			—
Latin America Foods		1	%		2	%		5	%		5	%		4	%
PepsiCo Americas Beverages		(4	)%		13	%		13	%		14	%		10	%
Europe
Snacks		(3	)%		2	%		3	%		3	%		2	%
Beverages		(4	)%		10	%		17	%		10	%		10	%
AMEA
Snacks		14	%		19	%		17	%		13	%		16	%
Beverages		10	%		8	%		4	%		8	%		7	%

EXHIBIT 99.1

(continued)

PepsiCo, Inc. and Subsidiaries

Schedule of Reclassified Operating Segment Data – Reported Basis

Supplemental Financial Information

(dollars in millions and unaudited)

	Full Year			First Quarter			Second Quarter			Third Quarter			Fourth Quarter			Full Year			%D
	2009			2010			2010			2010			2010			2010			over PY
Net Revenue
PepsiCo Americas Foods
Frito-Lay North America	$	12,421		$	2,864		$	2,992		$	3,050		$	3,667		$	12,573			1	%
Quaker Foods North America		2,687			683			582			601			790			2,656			(1	)%
Latin America Foods		5,703			983			1,538			1,542			2,252			6,315			11	%
Total PAF		20,811			4,530			5,112			5,193			6,709			21,544			3.5	%
PepsiCo Americas Beverages		10,116			2,765			5,548			5,792			6,296			20,401			102	%
Europe		7,028			1,044			2,498			2,848			3,212			9,602			37	%
Asia, Middle East & Africa		5,277			1,029			1,643			1,681			1,938			6,291			19	%
Total Net Revenue	$	43,232		$	9,368		$	14,801		$	15,514		$	18,155		$	57,838			34	%
Operating Profit
PepsiCo Americas Foods
Frito-Lay North America	$	3,105		$	728		$	800		$	866		$	982		$	3,376			9	%
Quaker Foods North America		781			195			159			167			220			741			(5	)%
Latin America Foods		904			145			233			238			388			1,004			11	%
Total PAF		4,790			1,068			1,192			1,271			1,590			5,121			7	%
PepsiCo Americas Beverages		2,172			73			952			1,017			734			2,776			28	%
Europe		948			118			276			432			228			1,054			11	%
Asia, Middle East & Africa		700			155			267			235			51			708			1	%
Corporate Unallocated
Net impact of mark-to-market on commodity hedges		274			46			(4	)		16			33			91			(67	)%
Merger and integration charges		(49	)		(88	)		(24	)		(16	)		(63	)		(191	)		284	%
Venezuela currency devaluation		—			(129	)		—			—			—			(129	)		n/m
Asset write-off		—			(145	)		—			—			—			(145	)		n/m
Foundation contribution		—			(100	)		—			—			—			(100	)		n/m
Other		(791	)		(158	)		(198	)		(155	)		(342	)		(853	)		8	%
Total Operating Profit	$	8,044		$	840		$	2,461		$	2,800		$	2,231		$	8,332			4	%

n/m represents year-over-year changes that are not meaningful.

EX-99.2

EXHIBIT 99.2

Schedule of Reconciliation of GAAP and Non-GAAP Financial Information

(unaudited)

Core results and core constant currency 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 2009 and 2010, we recognized mark-to-market net gains and losses on commodity hedges in corporate unallocated expenses. We centrally manage commodity derivatives on behalf of our divisions. 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 2009 and 2010, we incurred merger and integration charges (including closing costs, one-time financing costs and advisory fees) related to our acquisitions of PBG and PAS, as well as advisory fees, in 2010, in connection with our acquisition of Wimm-Bill-Dann Foods OJSC (WBD).

Restructuring and impairment charges

As a result of our previously initiated Productivity for Growth program, in 2009, we recorded restructuring and impairment charges.

Inventory fair value adjustments

In 2010, we recorded incremental costs, substantially all in cost of sales, related to fair value adjustments to the acquired inventory and other related hedging contracts included in PBG’s and PAS’s balance sheets at the acquisition date.

Venezuela currency devaluation

As of the beginning of our 2010 fiscal year, we recorded a one-time net charge related to our change to hyperinflationary accounting for our Venezuelan businesses and the related devaluation of the bolivar fuerte (bolivar).

Asset write-off for SAP software

In 2010, we recorded a charge related to a change in scope of one release in our ongoing migration to SAP software. This change was driven, in part, by a review of our North America systems strategy following our acquisitions of PBG and PAS. This change does not impact our overall commitment to continue our implementation of SAP across our global operations over the next few years.

Foundation contribution

In 2010, we made a contribution to The PepsiCo Foundation, Inc. (Foundation), in order to fund charitable and social programs over the next several years. This contribution was recorded in corporate unallocated expenses.

1

EXHIBIT 99.2

(continued)

PepsiCo, Inc. and Subsidiaries

Schedule of Reconciliation of GAAP and Non-GAAP Financial Information (cont.)

Operating Profit by Division

Quarter Ended March 20, 2010

(in millions and unaudited)

	GAAP Measure			Non-Core Adjustments														Non-GAAP Measure
	Reported			Inventory  fair value adjustments		Merger  and integration charges		Asset write-off for SAP software		Foundation contribution		Venezuela currency devaluation			Commodity mark- to-market net gains			Core*
Operating Profit	Quarter Ended 3/20/10																	Quarter Ended 3/20/10
Frito-Lay North America	$	728		$	—	$	—	$	—	$	—	$	—		$	—		$	728
Quaker Foods North America		195			—		—		—		—		—			—			195
Latin America Foods		145			—		—		—		—		—			—			145
PepsiCo Americas Foods		1,068			—		—		—		—		—			—			1,068
PepsiCo Americas Beverages		73			281		193		—		—		(9	)		—			538
Europe		118			—		1		—		—		—			—			119
Asia, Middle East & Africa		155			—		—		—		—		—			—			155
Corporate Unallocated		(574	)		—		88		145		100		129			(46	)		(158	)
Total Operating Profit	$	840		$	281	$	282	$	145	$	100	$	120		$	(46	)	$	1,722

* Core results are financial measures that are not in accordance with GAAP and exclude the above non-core adjustments. See page 1 for a discussion of each of these non-core adjustments.

2

EXHIBIT 99.2

(continued)

PepsiCo, Inc. and Subsidiaries

Schedule of Reconciliation of GAAP and Non-GAAP Financial Information (cont.)

Operating Profit by Division

Quarter Ended June 12, 2010

(in millions and unaudited)

	GAAP Measure			Non-Core Adjustments						Non-GAAP Measure
	Reported			Inventory  fair value adjustments		Merger  and integration charges		Commodity mark- to-market net losses		Core*
Operating Profit	Quarter Ended 6/12/10									Quarter Ended 6/12/10
Frito-Lay North America	$	800		$	—	$	—	$	—	$	800
Quaker Foods North America		159			—		—		—		159
Latin America Foods		233			—		—		—		233
PepsiCo Americas Foods		1,192			—		—		—		1,192
PepsiCo Americas Beverages		952			36		103		—		1,091
Europe		276			40		28		—		344
Asia, Middle East & Africa		267			—		—		—		267
Corporate Unallocated		(226	)		—		24		4		(198	)
Total Operating Profit	$	2,461		$	76	$	155	$	4	$	2,696

* Core results are financial measures that are not in accordance with GAAP and exclude the above non-core adjustments. See page 1 for a discussion of each of these non-core adjustments.

3

EXHIBIT 99.2

(continued)

PepsiCo, Inc. and Subsidiaries

Schedule of Reconciliation of GAAP and Non-GAAP Financial Information (cont.)

Operating Profit by Division

Quarter Ended September 4, 2010

(in millions and unaudited)

	GAAP Measure			Non-Core Adjustments							Non-GAAP Measure
	Reported			Inventory  fair value adjustments		Merger  and integration charges		Commodity mark- to-market net gains			Core*
Operating Profit	Quarter Ended 9/4/10										Quarter Ended 9/4/10
Frito-Lay North America	$	866		$	—	$	—	$	—		$	866
Quaker Foods North America		167			—		—		—			167
Latin America Foods		238			—		—		—			238
PepsiCo Americas Foods		1,271			—		—		—			1,271
PepsiCo Americas Beverages		1,017			17		38		—			1,072
Europe		432			—		15		—			447
Asia, Middle East & Africa		235			—		—		—			235
Corporate Unallocated		(155	)		—		16		(16	)		(155	)
Total Operating Profit	$	2,800		$	17	$	69	$	(16	)	$	2,870

* Core results are financial measures that are not in accordance with GAAP and exclude the above non-core adjustments. See page 1 for a discussion of each of these non-core adjustments.

4

EXHIBIT 99.2

(continued)

PepsiCo, Inc. and Subsidiaries

Schedule of Reconciliation of GAAP and Non-GAAP Financial Information (cont.)

Operating Profit by Division

Quarter Ended December 25, 2010

(in millions and unaudited)

	GAAP Measure			Non-Core Adjustments							Non-GAAP Measure
	Reported										Core*
Operating Profit	Quarter Ended 12/25/10			Inventory fair value adjustments		Merger and integration charges		Commodity mark- to-market net gains			Quarter Ended 12/25/10
Frito-Lay North America	$	982		$	—	$	—	$	—		$	982
Quaker Foods North America		220			—		—		—			220
Latin America Foods		388			—		—		—			388
PepsiCo Americas Foods		1,590			—		—		—			1,590
PepsiCo Americas Beverages		734			24		133		—			891
Europe		228			—		67		—			295
Asia, Middle East & Africa		51			—		—		—			51
Corporate Unallocated		(372	)		—		63		(33	)		(342	)
Total Operating Profit	$	2,231		$	24	$	263	$	(33	)	$	2,485

* Core results are financial measures that are not in accordance with GAAP and exclude the above non-core adjustments. See page 1 for a discussion of each of these non-core adjustments.

5

EXHIBIT 99.2

(continued)

PepsiCo, Inc. and Subsidiaries

Schedule of Reconciliation of GAAP and Non-GAAP Financial Information (cont.)

Operating Profit by Division

Year Ended December 25, 2010

(in millions and unaudited)

	GAAP Measure			Non-Core Adjustments														Non-GAAP Measure
	Reported																	Core*
Operating Profit	Year Ended 12/25/10			Inventory fair value adjustments		Merger and integration charges		Asset write-off for SAP software		Foundation contribution		Venezuela currency devaluation			Commodity mark- to-market net gains			Year Ended 12/25/10
Frito-Lay North America	$	3,376		$	—	$	—	$	—	$	—	$	—		$	—		$	3,376
Quaker Foods North America		741			—		—		—		—		—			—			741
Latin America Foods		1,004			—		—		—		—		—			—			1,004
PepsiCo Americas Foods		5,121			—		—		—		—		—			—			5,121
PepsiCo Americas Beverages		2,776			358		467		—		—		(9	)		—			3,592
Europe		1,054			40		111		—		—		—			—			1,205
Asia, Middle East & Africa		708			—		—		—		—		—			—			708
Corporate Unallocated		(1,327	)		—		191		145		100		129			(91	)		(853	)
Total Operating Profit	$	8,332		$	398	$	769	$	145	$	100	$	120		$	(91	)	$	9,773

* Core results are financial measures that are not in accordance with GAAP and exclude the above non-core adjustments. See page 1 for a discussion of each of these non-core adjustments.

6

EXHIBIT 99.2

(continued)

PepsiCo, Inc. and Subsidiaries

Schedule of Reconciliation of GAAP and Non-GAAP Financial Information (cont.)

Operating Profit by Division

Year Ended December 26, 2009

(in millions and unaudited)

	GAAP Measure			Non-Core Adjustments							Non-GAAP Measure
	Reported										Core*
Operating Profit	Year Ended 12/26/09			Restructuring and impairment charges		Merger and integration charges		Commodity mark- to-market net gains			Year Ended 12/26/09
Frito-Lay North America	$	3,105		$	1	$	—	$	—		$	3,106
Quaker Foods North America		781			2		—		—			783
Latin America Foods		904			3		—		—			907
PepsiCo Americas Foods		4,790			6		—		—			4,796
PepsiCo Americas Beverages		2,172			16		—		—			2,188
Europe		948			2		1		—			951
Asia, Middle East & Africa		700			12		—		—			712
Corporate Unallocated		(566	)		—		49		(274	)		(791	)
Total Operating Profit	$	8,044		$	36	$	50	$	(274	)	$	7,856

* Core results are financial measures that are not in accordance with GAAP and exclude the above non-core adjustments. See page 1 for a discussion of each of these non-core adjustments.

7

EXHIBIT 99.2

(continued)

PepsiCo, Inc. and Subsidiaries

Schedule of Reconciliation of GAAP and Non-GAAP Financial Information (cont.)

Core Growth and Core Constant Currency Growth*

Year Ended December 25, 2010

(unaudited)

	Net Revenue			Operating Profit
Frito-Lay North America
Reported Growth		1	%		9	%
Restructuring and Impairment Charges		—			—
Core Growth		1			9
Impact of Foreign Currency Translation		(1	)		(1	)
Core Constant Currency Growth		—	%		8	%
Quaker Foods North America
Reported Growth		(1	)%		(5	)%
Restructuring and Impairment Charges		—			—
Core Growth		(1	)		(5	)
Impact of Foreign Currency Translation		(1	)		(1	)
Core Constant Currency Growth		(2	)%		(6	)%
Latin America Foods
Reported Growth		11	%		11	%
Restructuring and Impairment Charges		—			—
Core Growth		11			11
Impact of Foreign Currency Translation		(1	)		—
Core Constant Currency Growth		10	%		11	%
PepsiCo Americas Foods
Reported Growth		3.5	%		7	%
Restructuring and Impairment Charges		—			—
Core Growth		3.5			7
Impact of Foreign Currency Translation		(1	)		(1	)
Core Constant Currency Growth		3	%		6	%
PepsiCo Americas Beverages
Reported Growth		102	%		28	%
Restructuring and Impairment Charges		—			(1	)
Merger and Integration Charges		—			22
Inventory Fair Value Adjustments		—			16
Venezuela Currency Devaluation		—			—
Core Growth		102			64
Impact of Foreign Currency Translation		—			4
Core Constant Currency Growth		102	%		68	%

* Core results and core constant currency results are financial measures that are not in accordance with GAAP and exclude the above non-core adjustments. See page 1 for a discussion of each of these non-core adjustments.

Note: Certain amounts may not sum due to rounding.

8

EXHIBIT 99.2

(continued)

PepsiCo, Inc. and Subsidiaries

Schedule of Reconciliation of GAAP and Non-GAAP Financial Information (cont.)

Core Growth and Core Constant Currency Growth*

Year Ended December 25, 2010

(unaudited)

	Net Revenue			Operating Profit
Europe
Reported Growth		37	%		11	%
Restructuring and Impairment Charges		—			—
Merger and Integration Charges		—			12
Inventory Fair Value Adjustments		—			4
Core Growth		37			27
Impact of Foreign Currency Translation		1			1
Core Constant Currency Growth		38	%		27	%
Asia, Middle East & Africa
Reported Growth		19	%		1	%
Restructuring and Impairment Charges		—			(2	)
Core Growth		19			(1	)
Impact of Foreign Currency Translation		(3	)		(3	)
Core Constant Currency Growth		16	%		(4	)%

* Core results and core constant currency results are financial measures that are not in accordance with GAAP and exclude the above non-core adjustments. See page 1 for a discussion of each of these non-core adjustments.

Note: Certain amounts may not sum due to rounding.

9