PepsiCo Annual Report 2007

FY2007 Annual Report · PepsiCo

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Contents

1 ...... Financial Highlights
2 ...... Letter to Shareholders
7 ...... Questions & Answers
10..... Leadership Team
12..... PepsiCo Americas Foods
14..... PepsiCo Americas Beverages
16..... PepsiCo International
19..... Purpose: Human, Environment, Talent
29..... PepsiCo Board of Directors
30..... Executive Officers
31..... Financial Review

Common Stock Information
Stock Trading Symbol — PEP
Stock Exchange Listings
The New York Stock Exchange is the principal market for
PepsiCo common stock, which is also listed on the Chicago
and Swiss Stock Exchanges.

Shareholders
As of February 8, 2008, there were approximately 185,000
shareholders of record.

Dividend Policy
We target an annual dividend payout of 50% of prior year’s
earnings, excluding certain items. Dividends are usually
declared in late January or early February, May, July and
November and paid at the end of March, June and
September and the beginning of January. The dividend
record dates for these payments are, subject to approval
of the Board of Directors, expected to be March 7,
June 6, September 5 and December 5, 2008. We have
paid consecutive quarterly cash dividends since 1965.

Stock Performance
PepsiCo was formed through the 1965 merger of Pepsi-Cola
Company and Frito-Lay, Inc. A $1,000 investment in our
stock made on December 31, 2002 was worth about
$1,964 on December 31, 2007, assuming the reinvestment
of dividends into PepsiCo stock. This performance repre-
sents a compounded annual growth rate of 14%.

The closing price for a share of PepsiCo common stock on
the New York Stock Exchange was the price as reported
by Bloomberg for the years ending 2003-2007. Past
performance is not necessarily indicative of future returns
on investments in PepsiCo common stock.

Cash Dividends Declared
Per Share (In $)

1.425

1.16

1.01

.850

.630

Year-end Market Price of Stock
Based on calendar year-end (In $)

Shareholder Information
Annual Meeting
The Annual Meeting of Shareholders will be held at Frito-Lay
Corporate Headquarters, 7701 Legacy Drive, Plano, Texas,
on Wednesday, May 7, 2008, at 9:00 a.m. local time.
Proxies for the meeting will be solicited by an independent
proxy solicitor. This Annual Report is not part of the proxy
solicitation.

Inquiries Regarding Your Stock Holdings
Registered Shareholders (shares held by you in your name)
should address communications concerning transfers, state-
ments, dividend payments, address changes, lost certificates
and other administrative matters to:

PepsiCo Stock Purchase Program — for Canadian employees:
Fidelity Stock Plan Services

P.O. Box 5000
Cincinnati, OH 45273-8398
Telephone: 800-544-0275
Website: www.iStockPlan.com/ESPP

Please have a copy of your most recent statement available
when calling with inquiries.

If using overnight or certified mail send to:

Fidelity Investments
100 Crosby Parkway
Mail Zone KC1F-L
Covington, KY 41015

PepsiCo, Inc.
c/o BNY Mellon Shareowner Services
P.O. Box 358015
Pittsburgh, PA 15252-8015
Telephone: 800-226-0083

201-680-6685 (Outside the U.S.)

E-mail: shrrelations@bnymellon.com
Website: www.bnymellon.com/shareowner/isd
or
Manager Shareholder Relations
PepsiCo, Inc.
700 Anderson Hill Road
Purchase, NY 10577
Telephone: 914-253-3055

In all correspondence or telephone inquiries, please mention
PepsiCo, your name as printed on your stock certificate,
your Investor ID (IID), your address and telephone number.

SharePower Participants (employees with Share-
Power options) should address all questions regarding your
account, outstanding options or shares received through
option exercises to:

Merrill Lynch/SharePower
Stock Option Unit
1600 Merrill Lynch Drive
Mail Stop 06-02-SOP
Pennington, NJ 08534
Telephone: 800-637-6713 (U.S., Puerto Rico

and Canada)
609-818-8800 (all other locations)

In all correspondence, please provide your account number
(for U.S. citizens, this is your Social Security number), your
address, your telephone number and mention PepsiCo
SharePower. For telephone inquiries, please have a copy of
your most recent statement available.

Employee Benefit Plan Participants
PepsiCo 401(k) Plan & PepsiCo Stock Purchase Program

The PepsiCo Savings & Retirement Center at Fidelity
P.O. Box 770003
Cincinnati, OH 45277-0065
Telephone: 800-632-2014
(Overseas: Dial your country’s AT&T Access Number
+800-632-2014. In the U.S., access numbers are avail-
able by calling 800-331-1140. From anywhere in the
world, access numbers are available online at
www.att.com/traveler.)
Website: www.netbenefits.fidelity.com

Shareholder Services
BuyDIRECT Plan
Interested investors can make their initial purchase directly
through The Bank of New York, transfer agent for PepsiCo,
and Administrator for the Plan. A brochure detailing the
Plan is available on our website www.pepsico.com or from
our transfer agent:

PepsiCo, Inc.
c/o BNY Mellon Shareowner Services
P.O. Box 358015
Pittsburgh, PA 15252-8015
Telephone: 800-226-0083

201-680-6685 (Outside the U.S.)

E-mail: shrrelations@bnymellon.com
Website: www.bnymellon.com/shareowner/isd

Other services include dividend reinvestment, optional cash
investments by electronic funds transfer or check drawn
on a U.S. bank, sale of shares, online account access, and
electronic delivery of shareholder materials.

Financial and Other Information
PepsiCo’s 2008 quarterly earnings releases are expected to
be issued the weeks of April 21, July 21, October 6, 2008,
and February 2, 2009.
Copies of PepsiCo’s SEC reports, earnings and other
financial releases, corporate news and additional company
information are available on our website www.pepsico.com.
PepsiCo’s CEO and CFO Certifications required under
Sarbanes-Oxley Section 302 were filed as an exhibit to
our Form 10-K filed with the SEC on February 15, 2008.
PepsiCo’s 2007 Domestic Company Section 303A CEO
Certification was filed with the New York Stock Exchange
(NYSE). In addition, we have a written statement
of Management’s Report on Internal Control over
Financial Reporting on page 83 of this annual report.
If you have questions regarding PepsiCo’s financial

performance contact:

Jane Nielsen
Vice President, Investor Relations
PepsiCo, Inc.
Purchase, NY 10577
Telephone: 914-253-3035

Independent Auditors

KPMG LLP
345 Park Avenue
New York, NY 10154-0102
Telephone: 212-758-9700

Corporate Headquarters

PepsiCo, Inc.
700 Anderson Hill Road
Purchase, NY 10577
Telephone: 914-253-2000

PepsiCo Website: www.pepsico.com

PepsiCo’s Annual Report contains many of the valuable trademarks owned and/or used by PepsiCo and its subsidiaries and
affiliates in the United States and internationally to distinguish products and services of outstanding quality.

Design: Eisenman Associates. Printing: Earth - Thebault an EarthColor Company. Photography: Greg Kinch, PhotoBureau, Ben Rosenthal, Diana Scrimgeour, Stephen Wilkes.

Financial Highlights

Largest PepsiCo Brands

PepsiCo, Inc. and Subsidiaries
($ in millions except per share amounts; all per share amounts assume dilution)

Summary of Operations
Total net revenue
Division operating profit(b)
Total operating profit(c)
Net income(d)
Earnings per share(d)

Other Data
Management operating
cash flow(e)
Net cash provided by
operating activities
Capital spending
Common share repurchases
Dividends paid
Long-term debt

2007

2006

Chg(a)

$39,474
$8,025
$7,272
$5,599
$3.38

$35,137
$7,307
$6,569
$5,065
$3.00

12%
10%
11%
11%
13%

$4,551

$4,065

12%

$6,934
$2,430
$4,300
$2,204
$4,203

$6,084
$2,068
$3,000
$1,854
$2,550

14%
17%
43%
19%
65%

( a ) Percentage changes are based on unrounded amounts.
( b ) Excludes corporate unallocated expenses and restructuring and

impairment charges.
See page 86 for a reconciliation to the most directly comparable
financial measure in accordance with GAAP.
( c ) Excludes restructuring and impairment charges.

See page 86 for a reconciliation to the most directly comparable
financial measure in accordance with GAAP.

( d ) Excludes restructuring and impairment charges and certain tax items.
See page 86 for a reconciliation to the most directly comparable
financial measure in accordance with GAAP.

( e ) Includes the impact of net capital spending. Also, see “Our Liquidity and

Capital Resources” in Management’s Discussion and Analysis.

PepsiCo Estimated
Worldwide Retail Sales:
$98 Billion*

* Includes estimated retail sales of all PepsiCo products, including those

sold by our partners and franchised bottlers.

Estimated Worldwide Retail Sales $ in Billions

Pepsi-Cola

Mountain Dew

Diet Pepsi

Gatorade Thirst Quencher

Tropicana Beverages

Lay’s Potato Chips

Quaker Foods and Snacks

Doritos Tortilla Chips

7UP (outside U.S.)

Lipton Teas (PepsiCo/Unilever Partnership)

Cheetos Cheese Flavored Snacks

Aquafina Bottled Water

Ruffles Potato Chips

Mirinda

Tostitos Tortilla Chips

Sierra Mist

Walkers Potato Crisps

Fritos Corn Chips

0
PepsiCo has 18 mega-brands that generate $1 billion or more each in
annual retail sales.

Delivering Performance with Purpose in 2007

Dear Shareholders:

We have titled this year’s annual report “Performance with Purpose: The Journey Continues.”
That’s because in 2007 PepsiCo made great progress toward the long-term corporate
objectives we set for ourselves last year: To achieve business and financial success while
leaving a positive imprint on society.

Once more, our extraordinary associates around the world
delivered terrific performance, and I am delighted to share
with you the following 2007 financial results:

(cid:129) Net revenue grew 12%, roughly three times the rate of global GDP growth.

(cid:129) Division operating profit grew 10%.*

(cid:129) Earnings per share grew 13%.*

(cid:129) Total return to shareholders was 26%.

(cid:129) Return on invested capital was 29%.

(cid:129) Cash flow from operations was $6.9 billion.

In 2007 PepsiCo took important steps to support future growth.

What makes me particularly proud is that our 2007 performance was strong —
not just measured by these short-term metrics — but also with the long-term equally
in mind:

(cid:129) We increased capital expenditures in plant and equipment worldwide to enable

growth of core brands and expand into new platforms such as baked and crisp-bread
snacks and non-carbonated beverages.

(cid:129) We added several tuck-in acquisitions in key markets and segments, and we further

expanded our successful coffee and tea joint ventures.

(cid:129) We created the Chief Scientific Officer position to ensure our technical

capabilities keep pace with increasingly sophisticated consumer demand;
and we funded incremental investment to explore breakthrough
R&D opportunities.

(cid:129) We maintained focus on building next-generation IT capabilities with

Project One Up, to support our long-term growth prospects worldwide.

*See page 86.

Indra Nooyi
Chairman and Chief Executive Officer

Our brands once again demonstrated competitive strength.

On the ground, in cities and towns around the world, good brand strategies were
implemented with operational excellence. I’d like to share a few notable examples of
the big marketplace wins we enjoyed in 2007:

(cid:129) Our carbonated soft drink and savory snack brands gained market share in the United

States and in many of our top international markets.

(cid:129) In the United Kingdom, Baked Walkers crisps was named “New Product of the Year” by

Marketing Week magazine.

(cid:129) SunChips snacks delivered double-digit growth in the United States as a result of great,

innovative marketing and in-store execution.

(cid:129) 7UP H2Oh! was our fastest-growing brand in value and volume share in Brazil in

its launch year.

(cid:129) Pepsi Max came of age as a global brand, with outstanding performance in the United
States as Diet Pepsi Max, after successes in Northern Europe and Australia and 2007
launches across Asia.

(cid:129) PepsiCo beverage brands crossed the $1 billion mark in Russia retail sales.
(cid:129) We posted double-digit volume growth in China beverages and high-single-digit

beverage volume growth in India.

And we did all of this while battling increased commodity inflation and more
macroeconomic volatility than in previous years.

In the next few pages you’ll learn a lot more about the performance of our individual
businesses from the leaders of PepsiCo Americas Foods, PepsiCo Americas Beverages and
PepsiCo International.

2007 Scorecard

12%

10%

Volume

Net Revenue

Division Operating Profit*

26%

29%

13%

Earnings Per Share*

Total Return to
Shareholders

Return on Invested Capital

*See page 86.

Earnings Per Share*

$3.38

$3.00

$2.66

2005

2006

2007

*See page 86.

Management Operating
Cash Flow**

$ in Millions

$4,204

$4,065

$4,551

2005

2006

2007

**See page 55.

You’ll see it’s been a good year commercially. I believe that is in part
because we have moved our purpose agenda forward.

Select Portfolio
Transformation Milestones

In a networked global marketplace,
companies must embrace the reality of
rapid change and interconnectedness —
and corporate strategy must holistically
consider the complex factors shaping
the landscape. That was why, last year,
we said we would commit ourselves to
deliver performance — but it would be
performance with purpose.

The goal of human sustainability is
to nourish consumers with a range of
products, from treats to healthy eats.
We are proud to give consumers choices
across the spectrum. Our products
deliver joy as well as nutrition —
and always, great taste. In 2007
we made great progress toward
human sustainability:

You see, our performance and our
purpose are not two separate things.
They are not even two sides of the same
coin. They are merging. For example,
portfolio transformation — offering
consumers healthier choices — is
equally about human sustainability and
top-line growth.

With great pride, I turn now to PepsiCo’s
2007 achievements in each of the
three elements that together form our
purpose agenda: human, environment
and talent sustainability.

“ Nothing would be more
tiresome than eating and
drinking if God had not made
them a pleasure as well as a
necessity.” — Voltaire

(cid:129) Reformulating some of our

existing products to improve their
nutritional profile.

(cid:129) Launching new products that reflect
consumer demand for healthier,
nutritious snacks and beverages.

(cid:129) Partnering with governments, health

officials and non-governmental
organizations to help address
obesity concerns.

(cid:129) Continuing to grow our portfolio of

Smart Spot* eligible products.
(cid:129) Providing consumers with many
great new treat choices and
innovations.

You will find many examples of these
efforts in the pages that follow.

1964: Pepsi-Cola introduces Diet Pepsi.

1980: Frito-Lay begins “Light” line of low-

fat snacks.

1989: Frito-Lay launches “1/3 Less Oil” line

of snacks.

1991: Frito-Lay launches SunChips, its first

multigrain snack.

1992: Pepsi-Cola launches Lipton Iced Teas

in the United States.

1995: Baked Lay’s arrives as a major

low-fat snack.

1998: PepsiCo acquires Tropicana.

2001: PepsiCo merges with Quaker Oats,

including Gatorade.

2002: Frito-Lay announces removal of

trans fats from Doritos, Tostitos and
Cheetos snacks.

2004: PepsiCo introduces Smart Spot* symbol.

2006: Walkers introduces Baked Walkers

Crisps with 70% less fat.

2007: Frito-Lay completes the conversion to

sunflower oil across all potato chip
brands in the United States, eliminat-
ing over 50% of the saturated fat in
those brands.

*See page 21.

“ Your descendants shall gather your fruits.” — Virgil

(cid:129) Incorporating consideration of envi-
ronmental sustainability issues and
opportunities as part of every capital
expenditure evaluation for projects
greater than $5 million.

(cid:129) Using new technologies to save
energy, and working out ways
to communicate our conservation
efforts through brand marketing
activities.

(cid:129) Offsetting the total purchased
electricity used by all PepsiCo
U.S.-based facilities, by purchasing
renewable energy certificates.

These initiatives pay. Since 1999,
Frito-Lay North America has reduced
per-pound water use by more than
38%, manufacturing fuels by more than
27%, and electricity by more than 21%,
thereby saving $55 million in energy and
utility costs compared with 1999.

As a result of these and many other
actions, detailed later in this report,
we earned inclusion in the Dow Jones
Sustainability Index (DJSI) in both their
North America and World Indices.

The second component of purpose
is environmental sustainability.
Companies — like individuals — must
act as custodians of our natural
resources. As it is for each individual, it
is a matter of moral urgency that
companies do what they can. But it is a
matter of business urgency too. Today,
recruiting the best people is difficult
without a good record on the environ-
ment — to say nothing of the direct
link between resource conservation and
business productivity.

Our stated goal is to further reduce
our water and energy usage and move
towards the ideal of “net neutral.” By
2015, corporate-wide, we will reduce
per-unit water consumption by 20%,
electricity consumption by 20% and
manufacturing fuel consumption
by 25% — as compared with our
consumption metrics in 2006. We
evaluate each project against return on
investment hurdles, but also consider
intangible benefits and longer-term
implications. Here are some of the
ways we continued to make real
progress in 2007:

(cid:129) Reusing water from processing,

working with local communities to
provide access to clean water, and
supporting local farmers to deliver
“more crop per drop.”

2007 Environmental Honors

(cid:129) PepsiCo was added to DJSI World Index

and maintained its position on DJSI North
America Index.

(cid:129) The U.S. Environmental Protection Agency
(EPA) recognized PepsiCo as Green Power
Partner of the Year and Energy Star
Partner of the Year.

(cid:129) Working Mother magazine named

PepsiCo to its Best Green Companies for
America’s Children List.

(cid:129) The Cause Marketing Forum awarded
Sam’s Club/Aquafina’s “Return the
Warmth“ program with the top
environmental honor, the Halo Award.

(cid:129) CRO magazine recognized PepsiCo among
the 2007 100 Best Corporate Citizens in
the United States.

(cid:129) PepsiCo was ranked #10 in the LOHAS

(Lifestyles of Health and Sustainability)
Index for its corporate social responsibility
program and communications.

(cid:129) The China Association of Enterprises
with Foreign Investment (CAEFI) and
WTO Tribune Magazine honored PepsiCo
Investment (China) Ltd. with the Corporate
Social Responsibility Outstanding
Contribution Award.

(cid:129) Frito-Lay’s Jonesboro facility received

the EPA Performance Track Distinction,
which recognizes facilities that set goals
for continuous improvements in
environmental performance.

(cid:129) The U.S. Green Building Council

Leadership in Energy and Environmental
Design (LEED) program awarded LEED
Gold Status to the Gatorade Blue Ridge
facility in Wytheville, Virginia and
Gatorade Tolleson facility in Arizona.

(cid:129) The Thailand Government Department of
Energy gave PepsiCo’s Thailand Lamphun
plant an Excellent Performance in Energy
Conservation Award.

(cid:129) Frito-Lay was recognized in the EPA’s 2007

Water Efficiency Leader awards in
recognition for exceptional commitment
to water efficiency.

(cid:129) Seven PepsiCo China bottling plants

were recognized as Best Water-Saving
Companies in China’s beverage industry
by the China Beverage Industry Association.

2007 Talent Honors
(cid:129) Corporate Research Foundation

International, Holland’s professional
publication and ranking organiza-
tion, named PepsiCo among the Best
Companies to Work for in Spain.

(cid:129) Latina STYLE named PepsiCo Company of

the Year.

(cid:129) University students in China named PepsiCo

one of the Best Graduate Employers in
China for the second year in a row.

(cid:129) Catalyst honored PepsiCo with the 2007
Catalyst Award for its Woman of Color
Multicultural Alliance.

(cid:129) China Rights Forum and China Business

News Group named PepsiCo 2007
Outstanding Employer of China in the
Shanghai Region.

(cid:129) Business Ethics magazine named PepsiCo
to the 100 Best Corporate Citizens list.

(cid:129) DiversityBusiness named PepsiCo as

one of America’s Top Organizations for
Multicultural Business Opportunities.

(cid:129) Hispanic Business named PepsiCo among

its Top 60 Diversity Elite.

(cid:129) PepsiCo was named among the Most

Influential Multinationals in China for the
third consecutive year.

(cid:129) The Human Rights Campaign named

PepsiCo as one of the Best Places to Work
for Gay/Lesbian/Bisexual/Transgender
(GLBT) Equality.

(cid:129) The AIDS Responsibility Project (ARP)

presented PepsiCo with the International
Corporate Courage Award.

(cid:129) The Women’s Foodservice Forum (WFF)
honored PepsiCo with the inaugural
Jackie B. Trujillo SOAR Award.

(cid:129) Working Mother magazine named PepsiCo
one of the top five among the Top 50 Best
Companies for Multicultural Women.

(cid:129) Latin Business magazine named PepsiCo
to its Corporate Diversity Honor Roll.

(cid:129) Essence magazine named PepsiCo one of
the 25 Best Companies for Black Women.

(cid:129) The Chicagoland Chamber of Commerce
awarded PepsiCo and EnAble with the
Innovation Award.

(cid:129) The Times recognized PepsiCo U.K. & Ireland

as a place Where Women Want to Work.

(cid:129) Black Enterprise magazine named

PepsiCo as one of the 40 Best
Companies for Diversity.

All of this activity is crucial in its own
right and crucial in fostering the third
part of our purpose aims: Cherishing
our employees, what we call talent
sustainability.

Catalyst, DiversityInc, Black Enterprise
magazine, Latina STYLE magazine,
Fortune, and others. We are proud to
be recognized internationally as “a great
company” for which to work.

“ The way you see people is the
way you treat them, and the
way you treat them is what they
become.” — Johann von Goethe

PepsiCo is blessed with an extraordinary
group of people. Talent sustainability is
the process of treating them well and
priming them to fulfill their dreams. So
it is at PepsiCo. We pursue diversity to
reflect the consumers we serve. We create
an inclusive environment and encourage
associates to bring their whole selves to
work. We provide excellent benefits and
training opportunities. Our associates
respond accordingly and deliver the out-
standing results we present to you here.
They are great corporate citizens, in addi-
tion to being good parents, caregivers,
coaches, and community leaders. They
combine a wonderful can-do spirit with
an earnest must-do sense of responsibility.
Gathered together each day in offices,
manufacturing facilities and distribution
centers around the world, they make
PepsiCo a company with a soul.

Let me share some notable examples of
the ways we continued to advance our
talent sustainability goals in 2007:

(cid:129) Increasing female and minority repre-
sentation in the management ranks.
(cid:129) Engaging employees in health and

wellness programs.

(cid:129) Encouraging employees to partici-

pate in community service activities.
(cid:129) Creating rewarding job opportunities

for people with different abilities.

Again, these and other initiatives are
detailed later in this report, and they
helped PepsiCo earn accolades from sev-
eral prominent organizations including

Doing better by doing better — that’s
the ambition Performance with Purpose
has sparked in us. It’s always been part
of our DNA and our operating mind set.
In 2007, it boosted the engagement and
emotional commitment of associates
across the company.

All over the world, I have met associates
who have embraced Performance with
Purpose. New associates understand it
instinctively and expect this sort of holistic
approach from their employer. Veteran
employees have embraced it with no less
passion. For many it has rekindled their
creative spirit and renewed their commit-
ment to the company.

Together, we are all building on the
platform of human, environment and
talent sustainability, while continuing
to deliver great financial results.

We can do that because all associates
can see that performance and purpose
go hand-in-hand. They see that what is
good for society is also good for business.
They see that we are walking the talk:
measuring and tracking the things that we
say are important. That is a great source of
motivation across the company.

We enter the new year with great results
behind us and great prospects to come.
I look forward to 2008, because I know
we are a strong company, a responsible
company, a good company.

Indra K. Nooyi
Chairman and Chief Executive Officer

A Perspective from Our Chairman and CEO

The questions below reflect those often asked by our shareholders about key areas of our businesses.
The answers come from our Chairman and CEO, Indra Nooyi.

Q: In November 2007, PepsiCo announced a new
organizational structure. What drove this decision, and
how will the restructuring impact financial results?

Q: How is PepsiCo reacting to the changing global
economy, particularly the slowing U.S. economy?

A: Given our robust growth in recent years, we felt it was
time to manage the company as three units instead of two
— both to allow us to sustain our growth rate and also to
develop global senior leadership talent for PepsiCo’s future.
We therefore created three operating business units: PepsiCo
Americas Foods (PAF), PepsiCo Americas Beverages (PAB), and
PepsiCo International (PI).

We are confident this organizational structure will help us
deliver strong top-line performance and profit growth for the
following reasons:

(cid:129) Each sector has significant scale and growth potential,

operates across multiple geographies, and is comprised of
both developed and developing markets;

(cid:129) This facilitates our ability to leverage both capabilities and
innovation between our international and North American
businesses;

(cid:129) With each sector being of significant scale, more executives
will have the opportunity to run large operating businesses
and gain global operating experience; and

(cid:129) It enables us to extend the competitive advantages of our
very successful Power of One initiatives by making them
increasingly global.

Finally, investors will receive more granular international
performance data, as we will report volume, revenue and
operating profit for six PepsiCo segments, versus four in the
previous structure. Results under the new structure for 2005,
2006, and 2007 can be found on our company website
www.pepsico.com, under the “Investors” tab.

A: It is likely the world economies outside the emerging
countries will slow in 2008 — although our businesses have
generally proved pretty resilient in past economic downturns.
It’s also clear that inflation in commodity costs has acceler-
ated, particularly as it relates to grains and energy. We will
be utilizing all of the tools at our disposal to address rising
inflation. From a productivity standpoint, we’re accelerating
efforts across the entire business system: product formula-
tions, ingredient sourcing, trade efficiencies, manufacturing,
go-to-market and administrative expenses. In addition,
we will be looking to gain effective pricing, both through
innovative new products as well as through a judicious
combination of mix management, product weight-outs,
and absolute pricing. As always, our decisions are grounded
in the consumer, customer and competitive environments in
each market.

Underlying these efforts are the important structural
advantages we have across the world. Our brands have
highly loyal and engaged consumers; they are affordable
treats and healthy eats; and the strength of our go-to-market
systems makes them readily available to consumers.

And as a team, we remain committed to managing for
the long term, executing with excellence and consistently
delivering our annual targets.

Q: How are you responding to the category shift in
consumer beverage consumption between carbonated
soft drinks (CSDs) and non-carbonated beverages (NCB),
particularly in the United States?

A: We know that consumers have changing desires, and
we are continually transforming our beverage portfolio in
response to these changes.

Consumers respond to innovation in the CSD category, and
so we continue to invigorate our flagship CSDs: Pepsi, Diet
Pepsi and Mountain Dew. Last year, we launched Diet Pepsi
Max in the United States, a no-calorie beverage with the en-
ergy boost of added caffeine and ginseng; and we launched
Mountain Dew Game Fuel, created in conjunction with
Microsoft’s Xbox 360 exclusive title, Halo 3, marking the
first time a soft drink has been created specifically for
video gamers.

We have also introduced new carbonated juice drinks like
Izze, an all-natural sparkling fruit juice brand that we acquired
in 2006; and we have a growing energy drink business with
Amp Energy, SoBe Adrenaline Rush and No Fear.

In non-carbonated beverages, we have made great progress
in the nutrition category with the acquisition of Naked Juice
and our recent introduction of Tropicana Pure.

We have U.S. category leadership positions with many of
our NCB brands, including Aquafina, the number-one
national PET water brand; Lipton, the number-one ready-
to-drink tea and the number-one ready-to-drink coffee with
Starbucks Frappuccino.

PepsiCo defines the performance category with our number-
one sports drink Gatorade; and with our recent launch of G2
we have added a low-calorie, off-the-field hydration answer
for athletes. Rounding out the NCB portfolio are great en-
hanced water brands including our low-calorie reformulated
SoBe Life Water and Propel Fitness Waters.

Across the entire spectrum of categories, our continued
focus on R&D and innovation as well as consumer insights
enables us to adapt and continually meet consumer needs,
while still leveraging the global strength of our flagship CSD
beverage portfolio.

Q: What progress has PepsiCo made in its
SAP implementation?

A: PepsiCo’s multi-year technology transformation initiative
continues on track. At the end of 2007, we kicked off our
third major deployment by successfully implementing new
capabilities to PCNA and the Quaker, Tropicana and
Gatorade businesses. These implementations build on earlier
SAP releases, enhancing the order management and demand
planning functions for the Quaker, Tropicana and Gatorade
businesses and deliver new capability to PCNA’s fountain
equipment service model. They also lay the groundwork to
convert all of the financial processes, contracts and projects
to SAP technology.

On the international front we went live with SAP financials at
Gamesa and Sabritas and launched our first plant in Saltillo,
Mexico; successfully integrated our Duyvis acquisition onto
our new global platform; and launched China Beverages.
We are working toward 2008 implementations in Egypt and
Saudi Arabia.

We remain confident in the capabilities and business case
that our transformation initiative will deliver.

Q: PepsiCo’s businesses generate a lot of cash, and some
people may believe the company’s balance sheet is conser-
vative. Will investors see any changes in capital structure,
acquisition activity or increased share repurchases?

A: PepsiCo does generate considerable cash, and we are
disciplined about how cash is reinvested in the business. Over
the past three years, over $6 billion has been reinvested in
the businesses through capital expenditures to fuel growth.
All cash not reinvested in the business is returned to our
shareholders. Since 2005, $16 billion has been returned to
shareholders through a combination of dividends and share
repurchases; and in 2007, cash returned to shareholders was
up 34%. We will generally use our borrowing capacity in
order to fund acquisitions — which was the case in 2007,
when we spent $1.3 billion in acquisitions to enhance our
future growth and create value for our shareholders. Our
current capital structure and debt ratings give us ready access
to capital markets and keep our cost of borrowing down.

Q: In 2007, you expanded your joint venture agreements
with Starbucks and Unilever. Does this represent a new
growth model for PepsiCo?

A: We have great partnerships on ready-to-drink beverages,
with both Starbucks and Unilever. If what it takes to win in
a certain marketplace is to partner with other brands and
together make the pie much bigger, then we will apply that
model to grow our businesses.

A key factor in these successful partnerships is that PepsiCo
is not simply a distributor. The development of these brands
is included in the partnerships between our companies on a
worldwide scale, and that certainly distinguishes our model.

Growth will also come from the enormous opportunities
we see for tuck-in acquisitions. We are also expanding into
adjacent categories through our recently announced acquisi-
tion of Penelopa nuts and seeds in Bulgaria and our 2006
purchase of the Duyvis nuts business in Europe. Last year, we
entered the salty snacks business in New Zealand with the

acquisition of Bluebird Foods, and we expanded our snacks
business in Brazil with the purchase of Lucky snacks. We also
recently announced a joint venture with the Strauss Group to
produce and sell Sabra refrigerated dips and spreads in the
United States and Canada. In 2007, Sabra was the top-selling
and fastest-growing maker of hummus in the United States.
And we expanded our global juice footprint by acquiring
U.S.-based Naked Juice, and the Sandora juice business in
the Ukraine, which we purchased in a joint venture with
PepsiAmericas.

So there are tremendous opportunities for us to continue to
grow — through partnerships, as well as organically, and with
tuck-in acquisitions.

Cumulative Total Shareholder Return
Return on PepsiCo stock investment (including dividends), the S&P 500 and
the S&P Average of Industry Groups.*

250

200

150

100

PepsiCo, Inc.
S&P 500®
S&P® Average of Industry Groups

2002

2003

2004

2005

2006

2007

Shareholders purchasing PepsiCo stock at the end of 2002 and holding it to
the end of 2007 received a higher cumulative return than the returns of the
S&P 500 and our industry groups.

* The S&P Average of Industry Groups is derived by weighting the returns of two

applicable S&P Industry Groups (Non-Alcoholic Beverages and Food) by PepsiCo’s sales
in its beverage and foods businesses. The return on PepsiCo stock investment is
calculated through December 28, 2007, the last trading day prior to the end of
PepsiCo’s fiscal year. The return for the S&P 500 and the S&P Average indices is
calculated through December 31, 2007.

Dec-02 Dec-03 Dec-04 Dec-05 Dec-06 Dec-07

PepsiCo, Inc.
S&P 500®
S&P® Avg. of Industry Groups

$100
$100
$100

$113
$129
$110

$129
$143
$121

$149
$150
$118

$161
$173
$137

$202
$183
$152

Our Global Leadership Team
PepsiCo’s strong results are driven by a deeply experienced, global
leadership team that is aligned to position our new business structure
for future growth.

Our PepsiCo Executive Committee provides a solid bench of leadership talent, with
over 415 years combined PepsiCo experience. We are also continually feeding and
developing the leadership pipeline with our Leadership Development MBA intern-
ship program, through our annual “Ring of Honor” sales awards and leadership
development program, our Multicultural Inclusion Summit, and by hiring the very
best experienced leaders into strategic roles. And our new organizational structure
provides more executives with the opportunity to run large businesses and gain
global operating experience.

Our leadership team is ready to instill the best of PepsiCo across all of our divisions
and geographies to generate profitable growth, expand our global presence and
continue our journey for Performance with Purpose.

Diversity and Inclusion Statistics

Total

Women

Board of Directors*

Senior Executives**

Executives (U.S.)

All Managers (U.S.)

All Employees (U.S.)***

2,326

10,862

58,532

763

4,037

15,125

Minority

470

3,003

17,936

At year-end we had approximately 185,000 associates worldwide.

*Our Board of Directors is pictured on page 29.

**Includes PepsiCo Executive Committee members listed on the next page.

***Includes full-time employees only.

OUR NEW BUSINESS
STRUCTURE

In the fourth quarter of 2007,
PepsiCo announced a strategic
realignment of our organiza-
tional structure. Beginning in
2008, we are now organized into
three business units, as follows:

1) PepsiCo Americas Foods

(PAF), which includes
Frito-Lay North America,
Quaker Foods North America
and all of our Latin America
food and snack businesses,
including our Sabritas and
Gamesa businesses in Mexico.

2) PepsiCo Americas

Beverages (PAB), which
includes PepsiCo Beverages
North America and all of
our Latin America beverage
businesses.

3) PepsiCo International (PI),
which includes all PepsiCo
businesses in the United
Kingdom, Europe, Asia,
Middle East and Africa.

The financial section of this annual
report (pages 31-86) is based on the 2007
reporting structure. Turn to pages 12-17
of this annual report for highlights of
the successes and capabilities of the new
business structure, as shared by the CEOs
of PAF, PAB and PI.

PepsiCo Americas
Beverages
21 Massimo F. d’Amore
Chief Executive Officer
PepsiCo Americas Beverages

PepsiCo International
7 Michael D. White
Chief Executive Officer
PepsiCo International
Vice Chairman, PepsiCo

8 Hugh Johnston
President
Pepsi-Cola North America

1 Tim Minges
President
PepsiCo Asia Pacific

9 Zein Abdalla
President
PepsiCo Europe

11 Saad Abdul-Latif
President
PepsiCo SAMEA Region

4 Salman Amin
President
PepsiCo United Kingdom

23 Todd Magazine
President
Gatorade

2 Luis Montoya
President
Latin America Beverages

27 Chris Furman
President
PepsiCo Foodservice

5 Neil Campbell
President
Tropicana

PepsiCo Executive Committee
Corporate
25 Indra K. Nooyi
Chairman of the Board and
Chief Executive Officer

PepsiCo Americas Foods
22 John C. Compton
Chief Executive Officer
PepsiCo Americas Foods

24 Albert P. Carey
President and
Chief Executive Officer
Frito-Lay North America

28 Mark Schiller
President
Quaker Foods and Snacks
North America

18 Pedro Padierna
President
Sabritas Region

14 Jose Luis Prado
President
Gamesa-Quaker

16 Olivier Weber
President
South America Foods

26 Tom Greco
President
PepsiCo Sales

13 Mitch Adamek
Senior Vice President and
Chief Procurement Officer

3 Rich Beck
Executive Vice President
PepsiCo Chicago

12 Robert Dixon
Senior Vice President, Global
Chief Information Officer
PBSG

19 Richard Goodman
Chief Financial Officer

20 Julie Hamp
Senior Vice President
PepsiCo Communications

10 Mehmood Khan
Chief Scientific Officer

15 Ronald C. Parker
Senior Vice President
Chief Global Diversity and
Inclusion Officer

17 Larry D. Thompson
Senior Vice President
Government Affairs, General
Counsel and Secretary

6 Cynthia M. Trudell
Senior Vice President
PepsiCo Human Resources

PepsiCo Americas Foods

PepsiCo Americas Foods (PAF)
may be new in terms of
geography and organizational
structure, but there’s nothing new about
our success. PAF brings together a group
of big, vibrant businesses like Frito-Lay
and Quaker Foods in North America,
Sabritas and Gamesa in Mexico and
Elma Chips in Brazil. Collectively, they
market and sell some of the world’s
most popular snack and food brands.

These businesses have been
making major contributions to
PepsiCo’s growth for many years.

Our success is built on several advan-
tages — some structural and some
cultural. First, by keeping our ears
to the ground and our eyes on the
marketplace, we have been able to

innovate and market our brands better
than most. Second, our scale and verti-
cal integration provide us advantages
in manufacturing, warehousing and
distribution. Third, our go-to-market sys-
tems provide ubiquitous reach, putting
our brands virtually wherever consumers
live, work and play. We operate over
35,000 direct-to-store selling routes
and have access to a scaled warehouse
and third-party distributors. Finally, and
most importantly, we have the cultural
advantage of having all of our associates
empowered to make a difference.

Our Performance with Purpose journey
has many great 2007 highlights:

(cid:129) Frito-Lay North America (FLNA)

is PAF’s largest operating division
and had another tremendous year.
Revenue grew 7%, led by double-
digit growth in Doritos snacks,
multipacks, dips and SunChips
snacks. Additionally, we continued
to extend beyond the core by intro-
ducing Flat Earth baked fruit and
vegetable crisps. And Stacy’s pita
chips is the fastest-growing
brand in the fast-growing salty
snacks category.

(cid:129) Quaker Foods North America had

solid revenue growth of 5% driven
by our hot cereals business.

(cid:129) Sabritas continued to perform very
well with operations in Mexico,
Central America and the Caribbean.
Strong sales results were comple-
mented by record-high productivity
savings and employee advancements
throughout the region.

(cid:129) Mexico’s Gamesa-Quaker business
posted exceptionally strong volume
and share growth, with premium
cookies leading the way.

(cid:129) Finally, our South America foods

business — which includes
operations in Brazil, Argentina,
Colombia, Peru and Venezuela —
grew organically and via acquisition,
through the purchase of the Lucky
snacks business in Brazil.

PERFORMANCE

PepsiCo Net Revenue: $39,474

PepsiCo, Inc. and Subsidiaries
$ in millions

Quaker Foods
North America 5%

Frito-Lay
North America
29%

Latin
America
Foods
12%

Middle East/
Africa/Asia
12%

UK/Europe
14%

PAB
28%

PAF comprises 46% of PepsiCo Net Revenue

PepsiCo Division Operating
Profit: $7,923

PepsiCo, Inc. and Subsidiaries
$ in millions

Quaker Foods
North America
7%

Latin America
Foods 9%

Frito-Lay
North America
36%

Middle East/
Africa/Asia 7%

UK/Europe
10%

PAB
31%

PAF comprises 52% of PepsiCo Division
Operating Profit

So, where do we grow from here?
Convenience and health and wellness
will continue to drive consumers to our
snack and food offerings. We have a
balanced portfolio of fun and nutritious
products with new additions like True
North nut snacks and Quaker Simple
Harvest Multigrain Hot Cereal. And we
are introducing a new line of premium,
wholesome cookies and snacks under
the Quaker trademark. These are in
addition to our usual strong offerings
from brands like Doritos, Sabritas and
Elma Chips.

Our greatest source of growth
will continue to come from the
engagement of our people.

Our new PAF structure provides oppor-
tunities to quickly share best practices
and scale regional successes. We have
a terrific team of diverse and devoted

people who are committed to winning
wherever and however we operate —
from seed to shelf — while taking care
of the world around us.

We’re focused on delivering
Performance with Purpose throughout
the Americas. In PAF
parlance, that’s savory food
for thought.

John Compton
CEO, PepsiCo Americas Foods

PepsiCo Americas Beverages

Rejuvenating, replenishing,
restoring, refreshing consumers’
thirst all over the Americas 440
million times a day is what we do

in PepsiCo Americas Beverages (PAB).

Across the United States, Canada and
Latin America, PAB is shaped around
great people, great brands and great
consumer insights. We enjoy the
number-one or -two share position
in virtually every market in which we
compete, and we continue to push
the innovation envelope into emerging
growth categories. Our powerful go-to-
market systems allow fast and flexible
service across multiple trade channels.

Here are some examples of how we
performed in 2007:

(cid:129) PAB already has North America’s

foremost non-carbonated beverage
lineup. Growing our leadership
positions in water, enhanced waters
and isotonics, we’re focused on
building on our hydration advan-
tage. Including restaged SoBe Life
Water, reformulated Aquafina Alive,
the full Propel line, Gatorade Thirst
Quencher and low-calorie G2 — the
single-biggest new product innova-
tion in Gatorade’s history — we now
have the industry’s biggest, most
comprehensive hydration portfolio,
outselling our nearest competitor by
a factor of nearly two to one.

(cid:129) What’s more, we’ve signed legend-

ary golfer Tiger Woods to develop a
signature line of sports performance
beverages. Representing the first-
ever licensing deal for the Gatorade
brand and Tiger Woods’ first-ever
endorsed sports beverage, Gatorade
Tiger, the first product in the new
line, hit store shelves in March 2008.

(cid:129) Leveraging consumers’ inherent

love of bubbles, we also have been
working to reinvent carbonated soft
drinks and provide greater variety
in North America. Diet Pepsi Max,
for example, is a great-tasting,
zero-calorie cola with ginseng and
extra caffeine to provide a kick of
energy — a real point of difference.
Launched in January 2008, Tava
is another unique carbonated soft

drink proposition. It’s a zero-calorie,
zero-caffeine sparkling beverage
in three exotic flavor blends. Light,
crisp-tasting Tava is fortified with
essential vitamins, minerals, and
antioxidants, including Vitamins B6,
E, Niacin and Chromium.

(cid:129) Answering the call for better-for-
you innovation at the breakfast
table (and beyond), we successfully
launched Tropicana Pure Premium
Healthy Heart — the United States’
first national orange juice fortified
with Omega-3 fatty acids.

(cid:129) In Argentina and Brazil, 7UP H2Oh!
— a lightly carbonated, distinctively
flavored water — is a sensational
new product that could easily
become a global success.

PERFORMANCE

to show the power of our brands, the
acuity of our strategic vision and the
innovative thinking of our people. Be it
new products, packages or programs,
we are committed to promoting faster
and more efficient transfer
of ideas and best practices
throughout the Americas.

Ciao,

Massimo d’Amore
CEO, PepsiCo Americas Beverages

There are countless other examples of
what we’re doing north and south of
the border — initiatives that will allow
us to selectively seize multicultural
marketing opportunities in the United
States and elsewhere.

Breakthrough marketing is
putting our brands where
they belong — at the core of
pop culture.

We are leveraging the world’s most
interactive communications environment
to get there, creating unprecedented
consumer “buzz” via internet blogs,
online video views and interactive
promotions.

Wherever we operate, we’re offering an
increasingly diverse portfolio of product
choices to more and more variety-con-
scious consumers. Prevailing trends such
as health and wellness will continue to
drive our portfolio transformation and
lead to growth opportunities like our
acquisition of Naked Juice in 2007. Our
R&D and marketing teams understand
we have to move quickly to invest
in better-for-you and good-for-you
products, which is now reflected in our
innovation pipeline.

Going forward, we will continue to
invest in marketing and insights to build
our competitive advantage and acceler-
ate future growth. We have only begun

PepsiCo Net Revenue: $39,474

PepsiCo, Inc. and Subsidiaries
$ in millions

PAB
28%

UK/Europe
14%

Middle East/
Africa/Asia
12%

Frito-Lay
North America
29%

Latin
America
Foods
12%

Quaker Foods
North America 5%

PAB comprises 28% of PepsiCo Net Revenue

PepsiCo Division Operating
Profit: $7,923

PepsiCo, Inc. and Subsidiaries
$ in millions

PAB
31%

Frito-Lay
North America
36%

UK/
Europe
10%

Middle East/
Africa/Asia
7%

Latin
America
Foods
9%

Quaker Foods
North America
7%

PAB comprises 31% of PepsiCo Division
Operating Profit

PepsiCo International

2007 was a year of exciting
progress for PepsiCo International,
marked by strong financial results
and important gains in the marketplace.
Once again PI was the largest con-
tributor to PepsiCo’s revenue and profit
growth in 2007.

I am particularly proud of our
2007 performance because we
built a strong foundation for
future growth.

We completed acquisitions in 2007 that
are expected to add over $1 billion to
our 2008 revenues. Importantly, they
also advance the strategic transforma-
tion of our international portfolio.
We also made major investments to
transform our information systems and
capability to be better equipped to
support and enable further growth.

To convey the breadth of our progress,
let me share a few 2007 highlights:

(cid:129) We dramatically strengthened our
non-carbonated beverage portfolio
by expanding our successful Unilever
tea partnership and launching
an international joint venture
for Starbucks ready-to-drink
coffee products.

(cid:129) In the United Kingdom, our Baked
Walkers crisps, with 70% less fat
than original Walkers, was declared
“New Product of the Year” by
Marketing Week magazine; while
an important turnaround in bever-
age volume led to mid-single-digit
volume growth.

(cid:129) We continued our portfolio transfor-
mation in Europe with the launch of
Baked Lay’s crisps and integration of
Duyvis nuts. We also enjoyed strong
growth in non-carbonated drinks,
complemented by the acquisition,
with PepsiAmericas, of Ukraine’s
leading juice company.

(cid:129) In Russia, annual beverage volume
reached more than 200 million
cases, while we strengthened our
leadership in savory snacks and
broke ground on our second
snack plant.

(cid:129) In the Middle East, zero-calorie

Pepsi Max posted strong growth,
and Mountain Dew surged ahead
in markets like Nigeria and Pakistan;
the Lay’s brand helped drive contin-
ued share gains in Turkey, while the
Doritos brand drove healthy growth
in Egypt.

(cid:129) In Asia, new marketing drove

double-digit growth in non-sugar
colas in virtually all markets; and
new locally tailored flavors sparked
strong growth in savory snacks,
particularly in China and Thailand.

PERFORMANCE

PepsiCo Net Revenue: $39,474

PepsiCo, Inc. and Subsidiaries
$ in millions

Middle East/
Africa/Asia
12%

UK/Europe
14%

PAB
28%

Latin
America
Foods
12%

Frito-Lay
North America
29%

Quaker Foods
North America 5%

PI comprises 26% of PepsiCo Net Revenue

PepsiCo Division Operating
Profit: $7,923

PepsiCo, Inc. and Subsidiaries
$ in millions

Middle East/
Africa/Asia
7%

UK/
Europe
10%

PAB
31%

Frito-Lay
North America
36%

Latin
America
Foods 9%

Quaker Foods
North America 7%

PI comprises 17% of PepsiCo Division
Operating Profit

For all our progress, we still have
enormous room to grow.

Under PepsiCo’s new organization, PI
today offers a diverse portfolio of scale
businesses with critical mass and solid
profit margins, spanning the United
Kingdom, Europe, the Middle East, Asia,
Australia and Africa. This is a vast area
comprising 86% of the Earth’s popula-
tion and 45 of the 50 fastest-growing
economies — not only China, India and
Russia, but many smaller, fast-growing
markets like Vietnam, Pakistan, Turkey
and Eastern Europe.

Our business is well-balanced between
developed and developing nations.
And our expanding product portfolio,
offering benefits ranging from simple
refreshment to basic nutrition, positions
us well to serve a wide range of
consumer needs.

I’m confident we’ll fulfill
PI’s mission, thanks to our
outstanding team of PI associates
and many valued partners, who
work together every day, focused
on common goals and embracing
the core values of PepsiCo.

We are deeply committed to
Performance with Purpose and operat-
ing in sustainable ways that benefit
our shareholders, employees, business
partners and the communities we serve.

Looking ahead,
I see vast oppor-
tunity for PepsiCo
International. I also
am excited by our
opportunities for progress
in the corporate functions I
now lead: Information Technology and
Global Purchasing. And I feel especially
privileged to have a major role in devel-
oping the next generation of
PepsiCo leaders. Nothing
is more important to our
continued success.

Michael D. White
Vice Chairman, PepsiCo
CEO, PepsiCo International

Power of One

“ Given shifting population movement around the world,
our largest customers encourage PepsiCo Power of One
teams to fully leverage our diverse global portfolio to
accelerate growth. We dive deep to understand the
unique shoppers of each strategic customer, which
enables a greater flow of innovative and customized
product solutions. We then leverage our portfolio to drive
sales and profit growth for PepsiCo and our retail partners
by offering relevant products and targeted programs to
consumers in a more localized way worldwide.”
— Tom Greco, President, PepsiCo Sales

Proﬁ t is where PepsiCo’s responsibility begins, not ends.

Throughout our long history of delivering profit and performance for
shareholders, a deep sense of purpose has been embedded in every-
thing we do. It represents the fundamental commitment we have
embraced for years — to give back as we grow. This is a continuing
journey that spans three major areas of focus — human sustainability,
environmental sustainability and talent sustainability.

Nourishing our consumers with a range of fun and healthy products, and
making the healthful choice an easier choice.

Replenishing the natural resources we can, and minimizing the impact we
have on our environment.

Cherishing our employees, and making PepsiCo the most desirable place for
people of all backgrounds to establish personal and professional growth.

PepsiCo has made considerable progress
on each of these priorities, from our
industry-leading product labeling with
the Smart Spot program in 2004, to last
year’s purchase of renewable energy cer-
tificates, to our 2008 launch of PepsiCo
University to develop tomorrow’s multi-
cultural/multigenerational leaders.

As a member of the Dow Jones
Sustainability World Index (DJSI World)
and the Dow Jones Sustainability North
America Index (DJSI North America),
PepsiCo is a recognized leader in
sustainability. The DJSI World comprises
the top 10% of the world’s 2,500
largest companies based on corporate
economic, environmental and social
performance. The DJSI North America
captures the leading 20% of companies
in sustainability out of the largest 600
North American companies of the Dow
Jones Global Index.

Dow Jones
Sustainability Indexes

2007 Contribution Summary

$ in Millions

PepsiCo Foundation . . . . . . . $23.4

Corporate Contributions . . . . . 4.3

Division Contributions . . . . . . . 8.2

Estimated In-Kind Donations. . 38.9

Total . . . . . . . . . . . . . . . . . . $74.8

To nourish consumers is our fundamental commitment.
It begins with product innovation and transformation,
extends to marketing and labeling commitments that
make the smart choice an easy choice for consumers,
and continues with support for research and develop-
ment programs to advance public health around the
world. Finally, we balance the entire energy equation
through community outreach programs designed to
empower and motivate consumers to adopt healthier,
more active lifestyles.

Product Innovation

We have been reinventing our brands
to meet consumer needs for healthier
lifestyles since we introduced Diet Pepsi
in 1964.

As we grow, PepsiCo will continue our
transformation with a systematic plan to
reduce sodium, added sugar and satu-
rated fats in our products. We start with
science and authoritative statements
from the World Health Organization,
the Food and Drug Administration and
the U.S. National Academy of Sciences
for identifying how we should best
focus our efforts. We then look at
nutrition-based standards including total
calories, fat, carbohydrate and protein
as well as vitamins and minerals, and
then reformulate our products to offer
smart choices that contribute to an
overall healthier diet and lifestyle. We
don’t stop there, because we also look
for ways to add wholesome ingredients,
such as fruit, whole grains and fiber to
many of our products.

Our transformation as a good company
with nourishing products, from snacks
to healthier treats, gained momentum
across all of our businesses in 2007:

(cid:129) We reduced saturated fats in our
Frito-Lay potato chip and Walkers
crisp brands, by converting to
sunflower oil.

(cid:129) We expanded our baked snacks in
Brazil and introduced low-fat bread
snacks in Chile, Puerto Rico, Spain,
Turkey and Saudi Arabia.

(cid:129) Tropicana promoted cardiovascular

health, by becoming the first
national orange juice to include
Omega-3s, the fatty acids known for
helping to promote heart health.
(cid:129) Frito-Lay introduced Flat Earth fruit
and vegetable crisps that combine
great taste and nutrition in a break-
through snack with a ½ serving of
fruits or vegetables baked into
each ounce.

Quaker Mini Delights multi-
grain cakes are for calorie-con-
scious consumers who say they’re

looking for a satisfying snack option that
tastes great and helps them stay on track.
Mini Delights bring three new benefits to
the snack category: taste indulgence,
90-calorie portion packs and plenty
of pieces in every pouch.

(cid:129) Our Gamesa-Quaker business in
Mexico launched a new line of
oat-based cookies and snacks, and
our South Africa business launched
a new health snack line called
Sunbites pretzels.

Marketing and Labeling

Our commitment to nourish is fully
embraced in our marketing and labeling
programs around the world. Last year,
PepsiCo was a founding member of
a voluntary U.S. food and beverage
industry initiative that redefined how we
market products to children under 12.
Today, less than 1% of PepsiCo’s total
advertising budget in North America
is allocated for advertising to kids, and
100% of that advertising is devoted
exclusively to Smart Spot products.

PepsiCo Europe has recently made a
similar advertising and school marketing

With the addition of G2, a low-calorie

lifestyle beverage, the broadened

Gatorade line meets the hydration needs of
athletes and active people on a 24/7 basis. With

just 25 calories per 8-oz serving, G2 helps keep
people hydrated when they are not playing sports
or exercising. More than 200 associates at PepsiCo’s
Chicago office commemorated the product launch by

creating a G2 living logo.

pledge, and full implementation with
independent monitoring of this new
program will begin next year.

And in the United Kingdom, in partner-
ship with dozens of other food and
beverage companies and the Food
and Drink Federation, PepsiCo has
introduced front-of-package nutritional
labeling across all its brands. The labels
help consumers understand the percent-
age of their “Guideline Daily Amount
(GDA)” of calories, sugars, fat, and salt
that is contained in a portion of food
or drink. GDAs are now being rolled
out across PepsiCo Europe — all of our
products in European Union countries
will display GDAs by the end of 2008.

PepsiCo is also a founding member of
the Keystone Center Food and Nutrition
Roundtable, which seeks to drive
improvements in the American diet
and long-term improvements in public
health; its current focus is to establish
common front-of-package nutritional
labeling to help consumers identify
healthier choices.

In 2006, PepsiCo joined with the
Alliance for a Healthier Generation — a
joint initiative of the American Heart
Association and the William J. Clinton
Foundation — and other leaders in
the U.S food and beverage industries
to adopt voluntary guidelines for the
foods and beverages we offer to grade
schools in the United States. As the only
food and beverage company to have
embraced both the beverage and food

guidelines for
schools, PepsiCo
is taking the lead to
provide healthier choices to kids.

As part of PepsiCo’s commitment, we
agreed to remove full-calorie soft drinks
from K-12 schools in the United States
over three years. One year into our
commitment, we have seen more than
a 40% drop in the calories of beverages
shipped to these schools.

Supporting Research and
Development

The PepsiCo Foundation is deeply
engaged in developing new partnership
models which lead to healthier communi-
ties and new research insights. In the
United States, the Foundation’s grant to
Tufts University supported a groundbreak-
ing project that resulted in measurable
improvements in school children’s body
mass index.

Last year, we announced a new PepsiCo
Foundation grant of $5.2 million to the
Oxford Health Alliance, for implementa-
tion and evaluation of community-based
health interventions in China, England,
India and Mexico, impacting more than
two million people. The Foundation’s
grant helped launch a program to
enhance scientific knowledge about
the effectiveness of community inter-
ventions in reducing the prevalence of
chronic diseases.

In the United States and
Canada, our green Smart
Spot packaging symbol
makes it easier for consumers
to identify products that can con-

tribute to healthier lifestyles. All PepsiCo products
carrying the Smart Spot symbol meet nutrition cri-
teria based on authoritative statements from the
U.S. Food and Drug Administration and the
National Academy of Sciences or provide other
functional benefits.

Getting Active through
Community Outreach

PepsiCo is committed to helping people
achieve energy balance through physical
activity.

In China for example, PepsiCo intro-
duced a “Sports and Music” promotion
to encourage people to participate in
sports; and the U.S.-based Gatorade
Sport Science Institute established a
branch in China to help Chinese
athletes improve performance through
scientific research.

Blue Ribbon Advisory Board

Our Smart Spot Dance program in the
United States launched a multi-city
instructional dance program to provide a
fun way for families, especially moms, to
become more physically active.

The PepsiCo Blue Ribbon Advisory Board delivers high-level,
independent insight about major health and wellness policies. It also
offers science-based perspectives on product transformation, labeling
and marketing and provides guidance on partnerships that promote
physical activity.

PepsiCo International Mexico launched
the Vive Saludable Escuelas Health and
Wellness program, an initiative to teach
kids how to work towards a healthier life-
style by combining daily physical activity
and a balanced diet. Each student worked
with interactive software that taught
them about the calories in/calories out
equation. Students were taught a daily
physical education routine designed by
Mexico’s Sports Commission and imple-
mented by teachers at each school. The
program will impact one million children
in 3,000 schools throughout Mexico.

1 Gro Harlem Brundtland, M.D., Former Director-General, World Health

Organization, United Nations, Former Prime Minister, Norway

2 Antonia Demas, Ph.D., President, Food Studies Institute

3 James O. Hill, Ph.D., Professor of Pediatrics & Medicine, University of
Colorado Health Sciences Center, Founder, America On the Move

4 Brock H. Leach, Seminary Student & Community Volunteer, PepsiCo

Chief Innovation and Health & Wellness Officer, Retired

5 William Sears, M.D., Associate Clinical Professor of Pedi-
atrics, University of California, Irvine, School of Medicine

6 Janet E. Taylor, M.D., Clinical Instructor of Psychiatry,

Columbia University

7 Governor James B. Hunt, Jr., Former Governor of

North Carolina

8 David A. Kessler, M.D., J.D., Dean,

School of Medicine,
Vice Chancellor for Medical Affairs,
University of California, San Francisco

9 Kristy F. Woods, M.D., M.P.H., Former

Director, Maya Angelou Research Center
for Minority Health, Wake Forest University

10 David Heber, M.D., Ph.D., Professor of Medicine & Public Health and Director,

UCLA Center for Human Nutrition

11 Raquel Malo, Sr. Vice President, High Performance Nutrition, Human Performance Institute

(Joined 2008)

“ I’m proud of the work of the PepsiCo Blue Ribbon Advisory Board, which includes many of the
world’s leading experts in health and nutrition. It is a tangible example of visionary leadership
in establishing PepsiCo as a health and wellness leader in portfolio transformation, policy, and

nutrition science.”

— Dean Ornish, M.D., Chairman of the PepsiCo Blue Ribbon Advisory Board

Founder & President, Preventive Medicine Research Institute
Clinical Professor of Medicine, University of California, San Francisco

“ Frito-Lay uses the energy from the sun in so many ways. Many of our products are distributed
through our Phoenix, Arizona distribution center, where we have solar panels on the roof that
generate electricity; and we are installing solar collectors at our plant in Modesto, California to
provide up to 75% of the thermal energy the plant uses to make SunChips snacks in that location.
As a six-year member of the Frito-Lay sales organization, I’m glad to work for a company that is
finding many ways to use renewable energy.”
— Carrie Carroll, National Account Manager, Frito-Lay North America

2007 PepsiCo President’s Ring of Honor Recipient for Top Sales Performance

2323

We strive to replenish the resources we’ve used, where possible, as part of our commitment to being an
environmentally responsible corporate citizen. Our associates are passionate about this vision and continue
to drive programs to reduce our energy and water consumption, invest in new energy research and
improve our packaging sustainability.

We have proven that extraordinary
results are possible. Frito-Lay has
reduced per-pound water use by more
than 38%, manufacturing fuels by more
than 27% and electricity by more than
21% since 1999; and our Quaker,
Tropicana and Gatorade businesses have
reduced manufacturing fuels by 26%,
electricity by 24% and water by 12% in
the last three years.

We’re achieving similar results in markets
outside the United States. In Mexico, our
Sabritas team has cut per-unit electricity use
by more than 9% over the past five years,
and water use by 26%. In China, our bot-
tling plants have reduced water consump-
tion by 40% and energy consumption by
38% over the past three years.

Throughout the world, we have similar
stories that demonstrate how we are
taking this responsibility seriously,
because it is the right thing to do, but
also because it’s the smart thing to do for
more efficient use of energy, water and
packaging in our business operations.

Conserving Energy and
Harnessing Renewable Resources

2007 was a year of considerable prog-
ress for PepsiCo, beginning with exter-
nal partnerships and programs focused
on renewable energy and strategies to
reduce greenhouse gas emissions.

PepsiCo joined the U.S. Environmental
Protection Agency (EPA) Climate
Leaders, a voluntary partnership pro-
gram that works to develop comprehen-
sive climate change strategies, including
supporting reduction in greenhouse
gases. And we were the first consumer
products company to join with other
concerned companies and non-
governmental organizations in the U.S.
Climate Action Partnership to encourage
the federal government to enact climate
legislation. These programs make good
commercial sense for us and help us use
our resources well.

We are also proud of PepsiCo’s land-
mark purchase of renewable energy
certificates. This financial instrument
stimulates and supports the develop-
ment of renewable electricity, and our
investment matches the purchased elec-
tricity, used by all of PepsiCo U.S.-based
manufacturing facilities, headquarters,
distribution centers and regional offices.

Our three-year purchase of more than
one billion kilowatt-hours annually is the
same amount of electricity needed to
power nearly 90,000 average American
homes annually, as estimated by the U.S.
EPA based on national averages.

We are already implementing many of
our own renewable energy operations.
In 2007, we announced major renew-
able energy projects including plans for
our “net zero” plant in Casa Grande,
Arizona. With plans to run almost
entirely on renewable fuels and recycled
water, this plant is scheduled to begin
production by 2010.

Frito-Lay North America flipped the
switch last year on the largest business-
owned, photovoltaic power system in
Arizona. Producing no emissions, the
system captures the energy of one of
Arizona’s abundant natural resources
— turning the power of the sun into
electricity. It incorporates a 201-kilowatt
photovoltaic array covering 27,000
square feet of roof space at the com-
pany’s service center in Phoenix. PepsiCo
has already installed photovoltaic
systems in six other distribution centers,
from California to New York.

Walkers is the first major food brand in the world to display a carbon footprint/reduction logo on
its packs. The label was developed by the Carbon Trust, a U.K.-government-funded independent
organization that works to accelerate the move to a low-carbon economy.
Walkers has had a partnership with the Trust since 2001 and has
reduced energy use per pack by a third and water use by

almost half. One step in reducing carbon was sourcing the
potatoes domestically to reduce the transport miles.

The Walkers advertising campaign highlights that the
brand now uses 100% Great British potatoes.

Our bottlers are also sourcing power
from the sun. In 2007, The Pepsi-Cola
Bottling Company of Eugene installed
a 250-kilowatt solar electric system in
their Oregon facility, which is now the
second-largest photovoltaic system in
the Pacific Northwest. The renewable
energy generated from this system is
the equivalent to the average annual
energy consumption of approximately
21 Eugene homes and has a regional
carbon dioxide offset of about 140 tons
per year.

Projects in other regions went live last
year as well. PepsiCo India launched our

PepsiCo has seven photovoltaic-
powered distribution centers.

first remote wind turbine, harnessing
one of the most efficient, clean and
renewable sources of energy. This
turbine is connected to the public
electricity grid with sufficient power to
meet more than 75% of the electricity
needs of the company’s local Mamandur
plant, and it directly offsets up to 7% of
our company-owned bottling operations’
power requirements for 2008. The initia-
tive is estimated to help reduce carbon
emissions by more than 3,500 tons
annually, with the potential to offset
70,000 tons of carbon emissions over its
entire 20-year life cycle.

Improving Access to Water

PepsiCo is addressing the world’s water
challenge at all levels of our influence.

In 2007, we announced support for
global initiatives that seek to improve
access to water. These include the CEO
Water Mandate, a partnership with the

international community to address
water issues both in our own opera-
tions and our supply chain. We also
affirmed support for the UN Millennium
Development goals, which have
wide-ranging ramifications for water
programs.

In China and India, the PepsiCo
Foundation is helping to change the
lives of an increasing number of people
through our support of organizations
that are focused on building sustainable
water practices, including the Chinese
Women’s Development Foundation
and The Energy and Resources Institute
in India.

In early 2008, PepsiCo announced
a partnership between the PepsiCo
Foundation and the Earth Institute at
Columbia University, one of the world’s
premier institutions dedicated to global
sustainable development. And the com-
pany announced a commitment to H2O
Africa, a foundation focused on clean
water initiatives in Africa.

Building a Lifecycle of
Environmentally Responsible
Packaging

We have formed a Sustainable
Packaging Council to develop a
roadmap that will guide us toward
achieving packaging systems that are
environmentally responsible throughout
their entire lifecycle.

Although beverage containers like ours
are the most recycled consumer packag-
ing in the United States, and they are
designed for recycling, we continue to
look for ways to reduce the amount of
packaging used for our products. And
we are achieving success. For example,
Pepsi’s soft drink bottles contain 10%

recycled content, the weight of a two-
liter polyethylene terephthalate (PET)
soft drink bottle has been reduced by
39% since 1980, and our Aquafina 500
ml PET bottle weight has been reduced
by more than a third since 2000.

We also team with business and
community partners to encourage
reuse and recycling.

We continued our partnership for
a second year with Sam’s Club and
Keep America Beautiful to “Return the
Warmth,” collecting and recycling over
70 million PET bottles via schools, and
giving away over 25,000 backpacks
made from recycled PET.

PepsiCo put a spotlight on recycling
at the Live Earth New York concert by
making it easy for people to recycle
their bottles and cans and by offering
information about how they can make
recycling a part of their everyday lives.
Our commitment to environmental
responsibility extends across the globe.
One highly successful program is our
PepsiCo India partnership with Exnora
International, an environmental non-
governmental organization, to manage
domestic solid waste. The program
was recognized by UNICEF as a
model project and as a center for inter-
national learning.

Looking into the future, PepsiCo teams
are developing innovative packaging
solutions which include cutting-edge
technologies for even more environmen-
tally friendly packaging.

By inspiring, challenging and cherishing our associates, we’re
making PepsiCo a company where coming to work means more
than just having a job. And that’s important in today’s marketplace
because global competition for talent has never been more intense.
Companies that win provide the best opportunities for personal and
professional growth.

PepsiCo already has some of the very
best talent in our industry, thanks to our
industry-leading people processes. But
as we evolve to meet future business
needs, we must also continue to evolve
our approach to recruiting, developing,
rewarding and retaining our associates.
We made excellent progress toward this
objective in 2007 by enhancing
our focus on “people results,” and
further defining key ways to: nurture
talent, empower people, and expand
opportunities for diversity and inclusion.

Nurturing Talent: Our Greatest
Sustainable Advantage

Our people are our greatest strength.
Without great people, we can’t deliver
great results for the long term. By focus-
ing on the continuing development of
our associates and their ability to work
effectively together, we believe we will
maximize PepsiCo’s performance and be
even better positioned to build on our
current success in the marketplace.

We reinforced our people priorities in
2007 by changing how we evaluate
performance, giving equal weight to
the achievement of people results and
business results. This new 50/50 balance
of goals and objectives is designed to

ensure that an associate focuses on
the growth and development of the
team as well as him or herself, while
equally focusing on achieving business
results. Putting accountability and 50/50
weighting to people priorities helps nur-
ture PepsiCo’s already strong culture of
diversity and inclusion where people feel
valued and respected for their unique
talents, perspectives and experiences.

Empowering People with
Clear Expectations

Knowing what’s expected of us — and
everyone around us — helps us act with
responsibility, trust and understanding
of how leadership and individual per-
formance are rewarded. As a guide for
associates in all functions and at all lev-
els of our organization, we introduced
the PepsiCo Leadership and Individual
Effectiveness Model in 2007. By com-
municating what’s important at PepsiCo
and what we value from each of our
associates, we are helping to shape an
unrivaled corporate environment that
provides our company with the ultimate
competitive advantage.

The model details the key competen-
cies and associated behaviors that are
required — individually and collectively

— to assure we reach our performance
goals. Regardless of current role, level
or career aspiration, every associate can
use the model to understand which
behaviors they should strive for today
and what will contribute to their own
personal success, as well as success
for PepsiCo.

Expanding Opportunities through
Diversity and Inclusion

We believe a sense of belonging in our
professional lives is just as important
as it is in our personal relationships; it
builds trust, encourages teamwork and
collaboration, and enables the free shar-
ing of ideas that helps us develop, grow
and innovate. This is why we continue
to grow our efforts to promote diversity
and inclusion around the globe.

PepsiCo and its bottler community
achieved 2007 spending of
approximately $1.13 billion
with U.S. minority-owned and
women-owned suppliers,
marking the fifth consecutive
year of double-digit growth in
supplier diversity spending.

In the United States, our Diversity and
Inclusion Networks promote a culture
where everyone feels they have an equal
opportunity to contribute and succeed.
Each of our U.S. groups is represented
at senior levels by an executive reporting
directly to the chief executive officer.
The groups include African Americans,
Latinos/Hispanics, Asians, Native
Americans, Women, Gay/Lesbian/
Bisexual/Transgender, Women of Color,
Support Team/Non-exempt and EnAble,
for individuals with different abilities. In
2007, we added a group dedicated to

associates continue developing the job-
related and management skills that are
needed to drive innovation and growth
for the future.

Also beginning in 2008, we will align
our 360-degree feedback process with
the PepsiCo Leadership and Individual
Effectiveness Model to make it more
robust and ensure that leaders know
and understand what’s expected of
them. As a new and significantly valu-
able addition, we will combine the
360-degree process with other feedback
tools to further build self-awareness and
provide participants with rich,
one-on-one developmental feedback
from trained and certified facilitators.

Today that spirit is alive and well, inspir-
ing PepsiCo’s diverse and innovative
workforce to contribute their best
thinking in taking diversity and inclusion
to the next level — while continuing
to bring their insights to delivering
innovative products for our consumers,
retail customers, and the broad range
of constituents we serve. An EnAble
team demonstrated that spirit recently
by producing and starring in “Bob’s
House,” a silent but attention-getting
television commercial that appeared on
the FOX network’s pre-game show for
Super Bowl XLII.

Sharpening Our Focus on Employee
Learning and Development

Everyone at PepsiCo, from our newest
associates to seasoned senior managers,
has a responsibility to continue his or her
own development journey by improving
both personal and professional effec-
tiveness. In 2008, with the launch of
PepsiCo University, we will help

“ The commercial provided consumers with a true glimpse into the
real culture of PepsiCo, because when we talk about diversity and
inclusion it is not just lip service, it is part of our belief and core.”
— Clay Broussard, creator, “Bob’s House” commercial

ensuring that white males are included
as an integral part of our diversity and
inclusion journey. In that same year,
diversity and inclusion councils were
successfully established in all four
continents of our PepsiCo International
business — focusing on delivering locally
relevant, regional diversity and inclusion
strategies and plans.

In January 2007, we initiated the Steve
Reinemund Diversity and Inclusion
Leadership Legacy Award to honor lead-
ers who champion diversity and inclu-
sion over time. The award, named for
our former chairman, who was a relent-
less champion for diversity, is presented
to leaders who move PepsiCo to new
levels of diversity and inclusion accom-
plishments and behaviors. This award
is in addition to the Harvey C. Russell
Inclusion Award, introduced in 2003,
which is presented to associates at all
levels of the business in recognition of
their distinctive achievements in diversity
and inclusion. The award is named after
Harvey C. Russell, who broke America’s
color barrier when he became a vice
president of PepsiCo in 1962 — the first
African American executive at a Fortune
500 company.

Filmed entirely in American Sign Language, the
“Bob’s House” commercial was inspired by
EnAble’s mission to make PepsiCo the employer
of choice, partner of choice and brand of choice
for people with different abilities. Response
was overwhelming with nearly 850,000 views
on video-sharing sites before it aired, a host of
“thank you” videos posted on YouTube by the
deaf community and mentions in over 3,000
blogs after it aired.

Pictured left to right: “Bob’s House” creator, Clay
Broussard, Project Manager, PepsiCo Customer
Supply Chain & Logistics; co-stars, Brian Dowling,
Warehouser II, Frito-Lay North America; Sheri
Christianson, Sr. Specialist and Development
Team Lead, PBSG; and Darren Therriault,
Application Configuration Specialist, Project
One Up, PepsiCo Chicago

Ethnic Advisory Boards
Our Ethnic Advisory Boards provide management with external viewpoints on issues related to diversity and
inclusion, especially in the U.S. marketplace.

African American Advisory Board

1 Keith Clinkscales

3 Amy Hilliard

Senior Vice President,
Content Development
and Enterprises, ESPN
Publishing

President and Chief
Executive Officer,
The Hilliard Group &
The ComfortCake Co.

2 Jerri DeVard

4 Robert Holland

Former Senior
Vice President,
Brand Management
and Marketing
Communications,
Verizon
Communications

Partner,
Cordova, Smart and
Willams, LLC

5 Reverend Dr. Franklyn

Richardson
Senior Pastor,
Grace Baptist Church

6 Roderick D. Gillum
Vice President,
Corporate
Responsibility
and Diversity, General
Motors Corporation
Chairman,
GM Foundation

7 Earl G. Graves, Jr.

President and CEO,
Black Enterprise
Magazine

8 Glenda McNeal

Senior Vice President
Global Partnerships,
American Express

“ Since PepsiCo’s African American Advisory Board was formed in 1999, our members
have provided valuable counsel to the company on a range of issues including reaching
a more diverse consumer base, creating a more diverse workforce and strengthening its
relationship with the community. We are pleased with the results. During our years of
involvement, PepsiCo has increased the number of minorities in its management ranks
and increased spending with minority-owned businesses.”
— Benaree Pratt Wiley, Principal, The Wiley Group, Chairman of the Advisory Board

Latino/Hispanic Advisory Board

1 Dr. Carlos H. Arce, Ph.D.
President and Founder,
NuStats

Chairman,
Premier American Bank

4 Carlos A. Saladrigas

7 Cid Wilson

2 Maria Contreras-Sweet

5 Deborah Rosado Shaw

Chairwoman,
Promerica Bank

3 Dr. Douglas X. Patiño

Vice Chancellor Emeritus
and Professor,
California State
University

Partner,
Multi-ethnic Success
Ventures, LLC

6 Isabel Valdés

Consultant, Author,
Public Speaker

Director of Equity
Research,
Kevin Dann and
Partners LLC

Roger Rivera
President and Founder,
National Hispanic
Environmental Council
(Not pictured,
Joined 2008)

“ As a founding member of the PepsiCo Latino/Hispanic Advisory Board, I am honored to repre-
sent a group that provides the company with diverse points of view, which benefit consumers,
PepsiCo and the communities in which it operates. These perspectives influence new products and
marketing. We also provide insights to assist retailers with the effective planning of promotional
outreach, product mix and support of healthier lifestyles. Because so much change is occurring in
demographic mix and in lifestyle trends, our input helps to ensure that the tastes of consumers are
met and that diverse talent is identified for employment opportunities.”
— Raúl Yzaguirre, Presidential Professor, Center for Community Development and Civil Rights,

Arizona State University, Chairman of the Advisory Board

PepsiCo Board of Directors

Welcome New Board Members

2 Dina Dublon
Consultant, Former Executive Vice
President and Chief Financial Officer
JPMorgan Chase & Co.
54. Elected 2005.

10 Indra K. Nooyi
Chairman of the Board and
Chief Executive Officer
PepsiCo
52. Elected 2001.

3 Victor J. Dzau, M.D.
Chancellor for Health Affairs
Duke University and
President & CEO
Duke University Health Systems
62. Elected 2005.

5 Ray L. Hunt
Chief Executive Officer
Hunt Oil Company
and Chairman, Chief Executive Officer
and President
Hunt Consolidated, Inc.
64. Elected 1996.

7 Alberto Ibargüen
President and Chief Executive Officer
John S. and James L. Knight Foundation
64. Elected 2005.

9 Arthur C. Martinez
Former Chairman of the Board,
President and Chief Executive Officer
Sears, Roebuck and Co.
68. Elected 1999.

6 Sharon Percy Rockefeller
President and Chief Executive Officer
WETA Public Stations
63. Elected 1986.

1 James J. Schiro
Chief Executive Officer
Zurich Financial Services
62. Elected 2003.

8 Daniel Vasella
Chairman of the Board and
Chief Executive Officer
Novartis AG
54. Elected 2002.

4 Michael D. White
Chief Executive Officer
PepsiCo International
Vice Chairman
PepsiCo
56. Elected 2006.

Listings include age and year elected
as a PepsiCo director.

PepsiCo is pleased to welcome two new
members to our Board of Directors. Ian M.
Cook and Lloyd G. Trotter have joined the
board, effective March 14, 2008. They
will bring a breadth of experience and
knowledge to PepsiCo and its communities.

Ian Cook, 55, is presently president and
chief executive officer of Colgate-Palmolive
Company, one of the world’s
oldest and most respected
consumer products compa-
nies. He joined Colgate in
1976 and progressed through
marketing and other man-
agement roles in the United
Kingdom, the United States
and the Philippines until he
became CEO in July 2007.

Ian Cook

Lloyd Trotter, 61, recently
retired from his post as
vice chairman of GE, after
a 37-year career there. He
has joined the New York-
based investment firm of
GenNx360
Capital Partners as one of
the principals. The firm intends to focus
on investments in commercial security,
industrial water treatment, infrastructure
and aerospace.

Lloyd Trotter

Corporate Information

Executive Offices PepsiCo, Inc.

700 Anderson Hill Road
Purchase, NY 10577
914-253-2000

Co-founder of PepsiCo

Donald M. Kendall

Executive Officers*

Indra K. Nooyi
Chairman of the Board and
Chief Executive Officer

Peter A. Bridgman
Senior Vice President and Controller

Albert P. Carey
President and Chief Executive Officer
Frito-Lay North America

Values
Our commitment is to deliver sustained
growth, through empowered people,
acting with responsibility and building trust.

John C. Compton
Chief Executive Officer
PepsiCo Americas Foods

Larry D. Thompson
Senior Vice President, Government
Affairs, General Counsel and Secretary

Massimo F. d’Amore
Chief Executive Officer
PepsiCo Americas Beverages

Cynthia M. Trudell
Senior Vice President
PepsiCo Human Resources

Richard Goodman
Chief Financial Officer

Hugh Johnston
President
Pepsi-Cola North America

Lionel L. Nowell III
Senior Vice President and Treasurer

Mission
We aspire to make PepsiCo the world’s
premier consumer products company,
focused on convenient foods and
beverages. We seek to produce healthy
financial rewards to investors as we
provide opportunities for growth and
enrichment to our employees, our busi-
ness partners and the communities in
which we operate. And in everything
we do, we strive to act with honesty,
openness, fairness and integrity.

Michael D. White
Chief Executive Officer
PepsiCo International
Vice Chairman, PepsiCo

* PepsiCo Officers subject to Section 16 of
the Securities and Exchange Act of 1934.
For a complete list of the PepsiCo Executive
Committee, please see page 11.

Primary Websites

PepsiCo, Inc. — www.pepsico.com

Frito-Lay North America — www.fritolay.com

Pepsi-Cola North America — www.pepsi.com

Tropicana North America — www.tropicana.com

Quaker Foods — www.quakeroats.com

Gatorade — www.gatorade.com

Smart Spot — www.smartspot.com

When market or market share are referred to in this report, the markets and share are defined by the
sources of the information, primarily Information Resources, Inc. and ACNielsen. The Measured
Channel Information excludes Wal*Mart and Sam’s, as Wal*Mart and Sam’s do not report volume
to these services.

This report is entirely recyclable. The cover was printed on Sterling Ultra Recycled Cover manufactured
by NewPage. The editorial pages are printed on Sterling Ultra Recycled Dull Text with wood procure-
ment practices certified by the Forest Stewardship Council©. The financial pages are printed on Plainfield
Smooth Opaque Text, manufactured by Domtar Inc., using sustainable energy sources and wood
procurement practices certified by the Forest Stewardship Council©. PepsiCo purchases Green-e certified
renewable energy certificates to offset 100% of the purchased electricity used for our U.S. operations.
This report was printed with 100% Green-e certified wind power.

Management’s Discussion and Analysis
Management’s Discussion and Analysis

OUR BUSINESS

Notes to Consolidated Financial Statements

Our Operations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32

Note 1 — Basis of Presentation and Our Divisions. . . . . . . 60

Our Customers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33

Note 2 — Our Signiﬁ cant Accounting Policies. . . . . . . . . . 63

Our Distribution Network . . . . . . . . . . . . . . . . . . . . . . . . . 34

Note 3 — Restructuring and Impairment Charges. . . . . . . 64

Our Competition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34

Note 4 — Property, Plant and Equipment and

Other Relationships . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35

Our Business Risks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35

OUR CRITICAL ACCOUNTING POLICIES

Revenue Recognition . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40

Brand and Goodwill Valuations. . . . . . . . . . . . . . . . . . . . . 41

Income Tax Expense and Accruals . . . . . . . . . . . . . . . . . . . 42

Pension and Retiree Medical Plans . . . . . . . . . . . . . . . . . . 43

OUR FINANCIAL RESULTS

Items Affecting Comparability . . . . . . . . . . . . . . . . . . . . . 46

Results of Operations — Consolidated Review . . . . . . . . . 47

Results of Operations — Division Review . . . . . . . . . . . . . 49

Frito-Lay North America . . . . . . . . . . . . . . . . . . . . . . . . 50

PepsiCo Beverages North America. . . . . . . . . . . . . . . . . 51

PepsiCo International . . . . . . . . . . . . . . . . . . . . . . . . . . 52

Quaker Foods North America . . . . . . . . . . . . . . . . . . . . 53

Intangible Assets . . . . . . . . . . . . . . . . . . . . . . . 65

Note 5 — Income Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . 67

Note 6 — Stock-Based Compensation . . . . . . . . . . . . . . . 69

Note 7 — Pension, Retiree Medical and Savings Plans. . . . 71

Note 8 — Noncontrolled Bottling Afﬁ liates . . . . . . . . . . . . 75

Note 9 — Debt Obligations and Commitments. . . . . . . . . 77

Note 10 — Risk Management. . . . . . . . . . . . . . . . . . . . . . 78

Note 11 — Net Income per Common Share . . . . . . . . . . . 80

Note 12 — Preferred Stock. . . . . . . . . . . . . . . . . . . . . . . . 80

Note 13 — Accumulated Other Comprehensive Loss . . . . 81

Note 14 — Supplemental Financial Information . . . . . . . . 82

MANAGEMENT’S RESPONSIBILITY FOR
FINANCIAL REPORTING . . . . . . . . . . . . . . . . . . . . 83

MANAGEMENT’S REPORT ON INTERNAL
CONTROL OVER FINANCIAL REPORTING . . . . . . . 83

REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM . . . . . . . . . . . . . . . . . . . . . . 84

Our Liquidity and Capital Resources . . . . . . . . . . . . . . . . . 54

SELECTED FINANCIAL DATA. . . . . . . . . . . . . . . . . . 85

Consolidated Statement of Income . . . . . . . . . . . . 56

Consolidated Statement of Cash Flows . . . . . . . . . 57

Consolidated Balance Sheet . . . . . . . . . . . . . . . . . . 58

Consolidated Statement of Common
Shareholders’ Equity . . . . . . . . . . . . . . . . . . . . . . 59

RECONCILIATION OF GAAP AND
NON-GAAP INFORMATION . . . . . . . . . . . . . . . . . 86

GLOSSARY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86

OUR BUSINESS
OUR BUSINESS
Our discussion and analysis is an integral part of understanding our financial results. Definitions
of key terms can be found in the glossary on page 86. Tabular dollars are presented in millions,
except per share amounts. All per share amounts reflect common per share amounts, assume
dilution unless noted, and are based on unrounded amounts. Percentage changes are based on
unrounded amounts.

Our Operations

We are a leading global snack and bever-
age company. We manufacture, market
and sell a variety of salty, convenient,
sweet and grain-based snacks, carbonated
and non-carbonated beverages and foods.
Our commitment to sustainable growth,

division sells products in approximately
200 countries, with our largest opera-
tions in Mexico and the United Kingdom.
Additional information concerning our
divisions and geographic areas is pre-
sented in Note 1.

deﬁ ned as Performance with Purpose, is
focused on generating healthy ﬁ nancial
returns while giving back to the com-

Our commitment to sustainable
growth, defined as Performance
with Purpose, is focused on
generating healthy financial
returns while giving back to the
communities we serve.

munities we serve. This includes meet-
ing consumer needs for a spectrum of
convenient foods and beverages, reducing
our impact on the environment through
water, energy and packaging initiatives,
and supporting our employees through
a diverse and inclusive culture that
recruits and retains world-class talent. In
September 2007, we were again included
on the Dow Jones Sustainability North
America Index and were also added to
the Dow Jones Sustainability World Index.
These lists are compiled annually.

(cid:129)
(cid:129)
(cid:129)
(cid:129)

We are organized into four divisions:
Frito-Lay North America,
PepsiCo Beverages North America,
PepsiCo International, and
Quaker Foods North America.
Our North American divisions operate
in the U.S. and Canada. Our international

Frito-Lay North America
Frito-Lay North America (FLNA) manu-
factures or uses contract manufacturers,
markets, sells and distributes branded
snacks. These snacks include Lay’s potato
chips, Doritos tortilla chips, Tostitos tortilla
chips, Cheetos cheese ﬂ avored snacks,
branded dips, Fritos corn chips, Rufﬂ es
potato chips, Quaker Chewy granola bars,
SunChips multigrain snacks, Rold Gold
pretzels, Santitas tortilla chips, Grandma’s
cookies, Frito-Lay nuts, Munchies snack
mix, Gamesa cookies, Funyuns onion ﬂ a-
vored rings, Quaker Quakes corn and rice
snacks, Miss Vickie’s potato chips, Stacy’s
pita chips, Smartfood popcorn, Chester’s
fries, branded crackers and Flat Earth
crisps. FLNA branded products are sold to
independent distributors and retailers.

PepsiCo Beverages North America
PepsiCo Beverages North America (PBNA)
manufactures or uses contract manu-
facturers, markets and sells beverage
concentrates, fountain syrups and ﬁ nished
goods, under various beverage brands
including Pepsi, Mountain Dew, Gatorade,
Tropicana Pure Premium, Sierra Mist,
Propel, Tropicana juice drinks, Dole, SoBe
Life Water, Naked juice and Izze. PBNA
also manufactures or uses contract manu-
facturers, markets and sells ready-to-drink

tea, coffee and water products through
joint ventures with Unilever (under the
Lipton brand name) and Starbucks. In
addition, PBNA licenses the Aquaﬁ na
water brand to its bottlers and markets
this brand. PBNA sells concentrate and
ﬁ nished goods for some of these brands
to authorized bottlers, and some of these
branded products are sold directly by us
to independent distributors and retailers.
The bottlers sell our brands as ﬁ nished
goods to independent distributors and
retailers. PBNA’s volume reﬂ ects sales to its
independent distributors and retailers, as
well as the sales of beverages bearing our
trademarks that bottlers have reported
as sold to independent distributors and
retailers. Bottler case sales (BCS) and
concentrate shipments and equivalents
(CSE) are not necessarily equal during any
given period due to seasonality, timing
of product launches, product mix, bottler
inventory practices and other factors.
While our revenues are not based on
BCS volume, we believe that BCS is a
valuable measure as it measures the
sell-through of our products at the con-
sumer level.

PepsiCo International
PepsiCo International (PI) manufactures
through consolidated businesses as well
as through noncontrolled afﬁ liates, a
number of leading salty and sweet snack
brands including Gamesa, Lay’s, Doritos,
Walkers, Cheetos, Rufﬂ es and Sabritas.
Further, PI manufactures or uses contract
manufacturers, markets and sells many

Quaker brand cereals and snacks. PI also
manufactures, markets and sells bever-
age concentrates, fountain syrups and
ﬁ nished goods under the brands Pepsi,
7UP, Mirinda, Mountain Dew, Gatorade
and Tropicana. These brands are sold to
authorized bottlers, independent distribu-
tors and retailers. However, in certain
markets, PI operates its own bottling
plants and distribution facilities. PI also
manufactures or uses contract manufac-
turers, markets and sells ready-to-drink
tea products through a joint venture with
Unilever (under the Lipton brand name).
In addition, PI licenses the Aquaﬁ na water
brand to certain of its authorized bottlers.
PI reports two measures of volume. Snack
volume is reported on a system-wide
basis, which includes our own sales and
the sales by our noncontrolled afﬁ liates
of snacks bearing Company-owned or
licensed trademarks. Beverage volume
reﬂ ects Company-owned or autho-
rized bottler sales of beverages bearing
Company-owned or licensed trademarks to
independent distributors and retailers. BCS
and CSE are not necessarily equal during
any given period due to seasonality, timing
of product launches, product mix, bottler
inventory practices and other factors. While

Our Customers

our revenues are not based on BCS volume,
we believe that BCS is a valuable measure as
it measures the sell-through of our products
at the consumer level.

(3) PepsiCo International (PI), which
includes all PepsiCo businesses in the
United Kingdom, Europe, Asia, Middle
East and Africa.

Quaker Foods North America
Quaker Foods North America (QFNA)
manufactures or uses contract manu-
facturers, markets and sells cereals, rice,
pasta and other branded products. QFNA’s
products include Quaker oatmeal, Aunt
Jemima mixes and syrups, Life cereal,
Cap’n Crunch cereal, Quaker grits, Rice-
A-Roni, Pasta Roni and Near East side
dishes. These branded products are sold
to independent distributors and retailers.

New Organizational Structure
In the fourth quarter of 2007, we
announced a strategic realignment of our
organizational structure into three new
business units, as follows:

(1) PepsiCo Americas Foods (PAF),

which includes FLNA, QFNA and all of our
Latin American food and snack businesses
(LAF), including our Sabritas and Gamesa
businesses in Mexico;

(2) PepsiCo Americas Beverages (PAB),
which includes PBNA and all of our Latin
American beverage businesses; and

In the fourth quarter of 2007, we
announced a strategic realignment
of our organizational structure
into three new business units:
PAF, PAB and PI.

In 2008, our three business units will
be comprised of six reportable segments,
as follows:
(cid:129)
FLNA,
(cid:129)
QFNA,
(cid:129)
LAF,
(cid:129)
PAB,
(cid:129)
United Kingdom & Europe, and
Middle East, Africa & Asia.
(cid:129)
In the ﬁ rst quarter of 2008, our historical
segment reporting will be restated to reﬂ ect
the new structure. The segment amounts
and discussions reﬂ ected in this annual
report reﬂ ect the management reporting
that existed through ﬁ scal year-end 2007.

Our customers include authorized bottlers
and independent distributors, including
foodservice distributors, and retailers.
We normally grant our bottlers exclusive
contracts to sell and manufacture certain
beverage products bearing our trade-
marks within a speciﬁ c geographic area.
These arrangements provide the Company
with the right to charge our bottlers for
concentrate, ﬁ nished goods and Aquaﬁ na
royalties and specify the manufacturing
process required for product quality.

Since we do not sell directly to the con-

sumer, we rely on and provide ﬁ nancial
incentives to our customers to assist in
the distribution and promotion of our
products. For our independent distribu-
tors and retailers, these incentives include

volume-based rebates, product placement
fees, promotions and displays. For our
bottlers, these incentives are referred to as
bottler funding and are negotiated annu-
ally with each bottler to support a variety
of trade and consumer programs, such as
consumer incentives, advertising support,
new product support, and vending and
cooler equipment placement. Consumer
incentives include coupons, pricing
discounts and promotions, and other
promotional offers. Advertising support
is directed at advertising programs and
supporting bottler media. New product
support includes targeted consumer and
retailer incentives and direct marketplace
support, such as point-of-purchase mate-
rials, product placement fees, media and

advertising. Vending and cooler
equipment placement programs
support the acquisition and placement
of vending machines and cooler equip-
ment. The nature and type of programs
vary annually.

Retail consolidation continues to

increase the importance of major custom-
ers. In 2007, sales to Wal-Mart Stores, Inc.
(Wal-Mart), including Sam’s Club (Sam’s),
represented approximately 12% of our
total net revenue. Our top ﬁ ve retail
customers represented approximately
31% of our 2007 North American net
revenue, with Wal-Mart (including Sam’s)
representing approximately 18%. These
percentages include concentrate sales to
our bottlers which are used in ﬁ nished

goods sold by them to these retailers.
In addition, sales to The Pepsi Bottling
Group (PBG) represented approximately
9% of our total net revenue. See “Our
Related Party Bottlers” and Note 8 for
more information on our anchor bottlers.

Our Related Party Bottlers
We have ownership interests in certain
of our bottlers. Our ownership is less
than 50%, and since we do not control
these bottlers, we do not consolidate
their results. We include our share of their

net income based on our percentage
of economic ownership in our income
statement as bottling equity income.
We have designated three related party
bottlers, PBG, PepsiAmericas, Inc. (PAS)

Our anchor bottlers distribute
approximately 58% of our North
American beverage volume
and approximately 18% of our
international beverage volume.

and Pepsi Bottling Ventures LLC (PBV), as
our anchor bottlers. Our anchor bottlers
distribute approximately 58% of our
North American beverage volume and
approximately 18% of our international
beverage volume. Our anchor bottlers
participate in the bottler funding pro-
grams described above. Approximately
6% of our total 2007 sales incentives are
related to these bottlers. See Note 8 for
additional information on these related
parties and related party commitments
and guarantees.

Our Distribution Network

Our products are brought to market
through direct-store-delivery (DSD),
broker-warehouse and foodservice and
vending distribution networks. The distri-
bution system used depends on customer
needs, product characteristics and local
trade practices.

Direct-Store-Delivery
We, our bottlers and our distributors
operate DSD systems that deliver snacks
and beverages directly to retail stores
where the products are merchandised
by our employees or our bottlers. DSD
enables us to merchandise with maximum

visibility and appeal. DSD is especially
well-suited to products that are restocked
often and respond to in-store promotion
and merchandising.

DSD enables us to merchandise
with maximum visibility and appeal.

Broker-Warehouse
Some of our products are delivered from
our manufacturing plants and warehouses
to customer warehouses and retail stores.
These less costly systems generally work

best for products that are less fragile and
perishable, have lower turnover, and are
less likely to be impulse purchases.

Foodservice and Vending
Our foodservice and vending sales force
distributes snacks, foods and beverages to
third-party foodservice and vending dis-
tributors and operators. Our foodservice
and vending sales force also distributes
certain beverages through our bottlers.
This distribution system supplies our
products to schools, businesses, stadiums,
restaurants and similar locations.

Our Competition

Our businesses operate in highly com-
petitive markets. We compete against
global, regional, local and private label
manufacturers on the basis of price,
quality, product variety and distribution.
In U.S. measured channels, we have a
similar share of CSD consumption and a
larger share of liquid refreshment bever-
ages consumption, as compared to our
chief beverage competitor, The Coca-

Cola Company. However, The Coca-Cola
Company has a signiﬁ cant CSD share
advantage in many markets outside the
U.S. Further, our snack brands hold sig-
niﬁ cant leadership positions in the snack
industry worldwide. Our snack brands
face local and regional competitors, as
well as national and global snack competi-
tors, and compete on the basis of price,
quality, product variety and distribution.

Success in this competitive environment
is dependent on effective promotion of
existing products and the introduction
of new products. We believe that the
strength of our brands, innovation and
marketing, coupled with the quality of our
products and ﬂ exibility of our distribution
network, allow us to compete effectively.

Other Relationships

Certain members of our Board of
Directors also serve on the boards of
certain vendors and customers. Those
Board members do not participate in our
vendor selection and negotiations nor in

our customer negotiations. Our transac-
tions with these vendors and customers
are in the normal course of business and
are consistent with terms negotiated with
other vendors and customers. In addition,

certain of our employees serve on the
boards of our anchor bottlers and other
afﬁ liated companies and do not receive
incremental compensation for their
Board services.

Our Business Risks

Demand for our products may be
adversely affected by changes in
consumer preferences and tastes
or if we are unable to innovate or
market our products effectively.

We are a consumer products company
operating in highly competitive markets
and rely on continued demand for our
products. To generate revenues and
proﬁ ts, we must sell products that appeal
to our customers and to consumers. Any
signiﬁ cant changes in consumer prefer-
ences and any inability on our part to
anticipate and react to such changes
could result in reduced demand for our
products and erosion of our competi-
tive and ﬁ nancial position. Our success
depends on our ability to respond to con-
sumer trends, such as consumer health
concerns about obesity, product attributes
and ingredients. In addition, changes in
product category consumption
or consumer demographics
could result in reduced demand
for our products. Consumer
preferences may shift due to a
variety of factors, including the
aging of the general population,
changes in social trends, changes
in travel, vacation or leisure activity pat-
terns, weather, negative publicity result-
ing from regulatory action or litigation
against companies in the industry, or a
downturn in economic conditions. Any
of these changes may reduce consumers’
willingness to purchase our products. See
also “Changes in the legal and regula-
tory environment could limit our business
activities, increase our operating costs,
reduce demand for our products or result
in litigation” below.

Our continued success is also depen-
dent on our product innovation, including
maintaining a robust pipeline of new
products, and the effectiveness of our
advertising campaigns and marketing
programs. There can be no assurance as
to our continued ability either to develop
and launch successful new products
or variants of existing products, or to
effectively execute advertising campaigns
and marketing programs. In addition,
both the launch and ongoing success of
new products and advertising campaigns
are inherently uncertain, especially as to
their appeal to consumers. Our failure to
successfully launch new products could
decrease demand for our existing prod-
ucts by negatively affecting consumer
perception of existing brands, as well
as result in inventory write-offs and
other costs.

Our success depends on our ability to
respond to consumer trends, such as
consumer health concerns about obesity,
product attributes and ingredients.

Any damage to our reputation
could have an adverse effect on
our business, ﬁ nancial condition
and results of operations.

Maintaining a good reputation globally
is critical to selling our branded products.
If we fail to maintain high standards for
product quality, safety and integrity, our
reputation could be jeopardized. Adverse
publicity about these types of concerns or
the incidence of product contamination

or tampering, whether or not valid,
may reduce demand for our products or
cause production and delivery disrup-
tions. If any of our products becomes
unﬁ t for consumption, misbranded or
causes injury, we may have to engage in a
product recall and/or be subject to liability.
A widespread product recall or a sig-
niﬁ cant product liability judgment could
cause our products to be unavailable for
a period of time, which could further
reduce consumer demand and brand
equity. Failure to maintain high ethical,
social and environmental standards for
all of our operations and activities or
adverse publicity regarding our responses
to health concerns, our environmental
impacts, including agricultural materials,
packaging, energy and water use and
waste management, or other sustainabil-
ity issues, could jeopardize our reputa-
tion. Failure to comply with local laws
and regulations, to maintain an effective
system of internal controls or to provide
accurate and timely ﬁ nancial statement
information could also hurt our reputa-
tion. Damage to our reputation or loss of
consumer conﬁ dence in our products for
any of these reasons could have a material
adverse effect on our business, ﬁ nancial
condition and results of operations, as
well as require additional resources to
rebuild our reputation.

If we are not able to build and
sustain proper information tech-
nology infrastructure, successfully
implement our ongoing business
transformation initiative or out-
source certain functions effectively
our business could suffer.

We depend on information technology as
an enabler to improve the effectiveness of
our operations and to interface with our
customers, as well as to maintain ﬁ nancial
accuracy and efﬁ ciency. If we do not allo-
cate and effectively manage the resources
necessary to build and sustain the proper
technology infrastructure, we could be
subject to transaction errors, processing
inefﬁ ciencies, the loss of customers,
business disruptions, or the loss of or
damage to intellectual property through
security breach.

We have embarked on a multi-year
business transformation initiative that
includes the delivery of an SAP enterprise

We depend on information
technology as an enabler to
improve the effectiveness of our
operations and to interface with
our customers.

resource planning application, as well
as the migration to common business
processes across our operations. There can
be no certainty that these programs will
deliver the expected beneﬁ ts. The failure
to deliver our goals may impact our ability
to (1) process transactions accurately and
efﬁ ciently and (2) remain in step with the
changing needs of the trade, which could
result in the loss of customers. In addition,
the failure to either deliver the applica-
tion on time, or anticipate the necessary
readiness and training needs, could lead
to business disruption and loss of custom-
ers and revenue.

In addition, we have outsourced certain

information technology support services
and administrative functions, such as
payroll processing and beneﬁ t plan
administration, to third-party service pro-
viders and may outsource other functions

in the future to achieve cost savings and
efﬁ ciencies. If the service providers that
we outsource these functions to do not
perform effectively, we may not be able
to achieve the expected cost savings and
may have to incur additional costs to cor-
rect errors made by such service providers.
Depending on the function involved,
such errors may also lead to business
disruption, processing inefﬁ ciencies or
the loss of or damage to intellectual
property through security breach, or harm
employee morale.

Our information systems could also be

penetrated by outside parties intent on
extracting information, corrupting infor-
mation or disrupting business processes.
Such unauthorized access could disrupt
our business and could result in the loss
of assets.

Our operating results may be
adversely affected by increased
costs, disruption of supply or
shortages of raw materials and
other supplies.

We and our business partners use various
raw materials and other supplies in our
business, including aspartame, cocoa,
corn, corn sweeteners, ﬂ avorings, ﬂ our,
grapefruits and other fruits, juice and
juice concentrates, oats, oranges, pota-
toes, rice, seasonings, sucralose, sugar,
vegetable and essential oils, and wheat.
Our key packaging materials include PET
resin used for plastic bottles, ﬁ lm packag-
ing used for snack foods, aluminum used
for cans, glass bottles and cardboard.
Fuel and natural gas are also important
commodities due to their use in our plants
and in the trucks delivering our products.
Some of these raw materials and supplies
are available from a limited number of
suppliers. We are exposed to the market
risks arising from adverse changes in
commodity prices, affecting the cost of
our raw materials and energy. The raw
materials and energy which we use for
the production of our products are largely
commodities that are subject to price
volatility and ﬂ uctuations in availability
caused by changes in global supply and
demand, weather conditions, agricultural

uncertainty or governmental controls.
We purchase these materials and energy
mainly in the open market. If commod-
ity price changes result in unexpected
increases in raw materials and energy
costs, we may not be able to increase our
prices to offset these increased costs with-
out suffering reduced volume, revenue
and operating income.

Our proﬁ tability may also be adversely

impacted due to water scarcity and
regulation. Water is a limited resource in
many parts of the world. As demand for
water continues to increase, we and our
business partners may face disruption of
supply or increased costs to obtain the
water needed to produce our products.

Our business could suffer if we are
unable to compete effectively.

Our businesses operate in highly com-
petitive markets. We compete against
global, regional and private label manu-
facturers on the basis of price, quality,
product variety and effective distribution.
Increased competition and actions by
our competitors could lead to downward
pressure on prices and/or a decline in
our market share, either of which could
adversely affect our results. See “Our
Competition” for more information about
our competitors.

Disruption of our supply chain
could have an adverse effect on
our business, ﬁ nancial condition
and results of operations.

Our ability and that of our suppliers, busi-
ness partners, including bottlers, contract
manufacturers, independent distributors
and retailers, to make, move and sell
products is critical to our success. Damage
or disruption to our or their manufactur-
ing or distribution capabilities due to
weather, natural disaster, ﬁ re or explosion,
terrorism, pandemics such as avian ﬂ u,
strikes or other reasons, could impair our
ability to manufacture or sell our prod-
ucts. Failure to take adequate steps to
mitigate the likelihood or potential impact
of such events, or to effectively manage
such events if they occur, could adversely
affect our business, ﬁ nancial condition

and results of operations, as well as
require additional resources to restore our
supply chain.

Trade consolidation, the loss
of any key customer, or failure
to maintain good relationships
with our bottling partners could
adversely affect our ﬁ nancial
performance.

We must maintain mutually beneﬁ cial
relationships with our key customers,
including our retailers and bottling
partners, to effectively compete. There is
a greater concentration of our customer
base around the world generally due
to the continued consolidation of retail
trade. As retail ownership becomes more
concentrated, retailers demand lower pric-
ing and increased promotional programs.
Further, as larger retailers increase utiliza-
tion of their own distribution networks
and private label brands, the competitive
advantages we derive from our go-to-
market systems and brand equity may be
eroded. Failure to appropriately respond
to these trends or to offer effective sales
incentives and marketing programs to our
customers could reduce our ability
to secure adequate shelf space at our
retailers and adversely affect our
ﬁ nancial performance.

Retail consolidation continues to

increase the importance of major custom-
ers. In 2007, sales to Wal-Mart (including
Sam’s) represented approximately 12% of
our total net revenue. Our top ﬁ ve retail
customers represented approximately
31% of our 2007 North American net
revenue, with Wal-Mart (including Sam’s)
representing approximately 18%. These
percentages include concentrate sales to
our bottlers which are used in ﬁ nished
goods sold by them to these retailers. Loss
of any of our key customers, including
Wal-Mart, could have an adverse effect
on our business, ﬁ nancial condition and
results of operations.

Furthermore, if we are unable to

provide an appropriate mix of incentives
to our bottlers through a combination of
advertising and marketing support, they
may take actions that, while maximizing

their own short-term proﬁ t, may be detri-
mental to us or our brands. Such actions
could have an adverse effect on our prof-
itability. In addition, any deterioration of
our relationships with our bottlers could
adversely affect our business or ﬁ nancial
performance. See “Our Customers,”
“Our Related Party Bottlers” and Note 8
for more information on our customers,
including our anchor bottlers.

Changes in the legal and regula-
tory environment could limit
our business activities, increase
our operating costs, reduce
demand for our products or
result in litigation.

The conduct of our businesses, and the
production, distribution, sale, advertising,
labeling, safety, transportation and use
of many of our products, are subject to
various laws and regulations administered
by federal, state and local governmental
agencies in the United States, as well as to
foreign laws and regulations administered
by government entities and agencies in
markets in which we operate. These laws
and regulations may change, sometimes
dramatically, as a result of political,
economic or social events. Such regulatory
environment changes include changes
in food and drug laws, laws related to
advertising and deceptive marketing
practices, accounting standards, taxation
requirements, competition laws and
environmental laws, including laws relat-
ing to the regulation of water rights and
treatment. Changes in laws, regulations
or governmental policy and the related
interpretations may alter the environment
in which we do business and, therefore,
may impact our results or increase our
costs or liabilities.

In particular, governmental bodies
in jurisdictions where we operate may
impose new labeling, product or produc-
tion requirements, or other restrictions.
For example, we are one of several
companies that have been sued by the
State of California under Proposition 65 to
force warnings that certain potato-based
products contain acrylamide. Acrylamide
is a chemical compound naturally formed

in a wide variety of foods when they
are cooked (whether commercially or
at home), including french fries, potato
chips, cereal, bread and coffee. It is
believed that acrylamide may cause cancer
in laboratory animals when consumed in
signiﬁ cant amounts. Studies are underway
by various regulatory authorities and oth-
ers to assess the effect on humans due to
acrylamide in the diet. If we were required
to label any of our products or place
warnings in locations where our products
are sold in California under Proposition
65, sales of those products could suffer
not only in California but elsewhere. In
addition, if consumer concerns about
acrylamide increase as a result of these
studies, other new scientiﬁ c evidence,
or for any other reason, whether or not
valid, demand for our products could
decline and we could be subject to addi-
tional lawsuits or new regulations that
could affect sales of our products, any of
which could have an adverse effect on
our business, ﬁ nancial condition or results
of operations.

In many jurisdictions, compliance with
competition laws is of special importance
to us due to our competitive position in
those jurisdictions. Regulatory authorities
under whose laws we operate may also
have enforcement powers that can sub-
ject us to actions such as product recall,
seizure of products or other sanctions,
which could have an adverse effect on our
sales or damage our reputation.

If we are unable to hire or retain
key employees, it could have a
negative impact on our business.

Our continued growth requires us to
develop our leadership bench and
to implement programs, such as our
long-term incentive program, designed
to retain talent. However, there is no
assurance that we will continue to be
able to hire or retain key employees. We
compete to hire new employees, and then
must train them and develop their skills
and competencies. Our operating results
could be adversely affected by increased
costs due to increased competition for
employees, higher employee turnover or

increased employee beneﬁ t costs. Any
unplanned turnover could deplete our
institutional knowledge base and erode
our competitive advantage.

Our continued growth requires us
to develop our leadership bench
and to implement programs,
such as our long-term incentive
program, designed to retain talent.

have adverse impacts on our business
results or ﬁ nancial condition. Our opera-
tions outside of the U.S. accounted for
44% and 35% of our net revenue and
operating proﬁ t, respectively, for the year
ended December 29, 2007. Our contin-
ued success depends on our ability to
broaden and strengthen our presence in
emerging markets, such as Brazil, Russia,
India and China, and to create scale in key
international markets.

Our continued success depends
on our ability to broaden and
strengthen our presence in
emerging markets, such as Brazil,
Russia, India and China.

Our business may be adversely
impacted by unfavorable economic
or environmental conditions or
political or other developments
and risks in the countries in which
we operate.

Unfavorable global economic or environ-
mental changes, political conditions or
other developments may result in business
disruption, supply constraints, foreign
currency devaluation, inﬂ ation, deﬂ ation
or decreased demand. Unstable economic
and political conditions or civil unrest in
the countries in which we operate could

Market Risks
Market Risks

We are exposed to market risks arising from adverse changes in:

(cid:129) commodity prices, affecting the cost of our raw materials

and energy,

(cid:129) foreign exchange rates, and

(cid:129) interest rates.

In the normal course of business, we
manage these risks through a variety of
strategies, including productivity initia-
tives, global purchasing programs and
hedging strategies. Ongoing productivity
initiatives involve the identiﬁ cation and
effective implementation of meaningful
cost saving opportunities or efﬁ ciencies.
Our global purchasing programs include
ﬁ xed-price purchase orders and pricing

agreements. Our hedging strategies
include the use of derivatives. Certain

We manage market risks through
a variety of strategies, including
productivity initiatives, global
purchasing programs and
hedging strategies.

Forward-Looking and Cautionary
Statements
We discuss expectations regarding our
future performance, such as our busi-
ness outlook, in our annual and quarterly
reports, press releases, and other written
and oral statements. These “forward-
looking statements” are based on
currently available information, operating
plans and projections about future events
and trends. They inherently involve risks
and uncertainties that could cause actual
results to differ materially from those
predicted in any such forward-looking
statements. Investors are cautioned not
to place undue reliance on any such
forward-looking statements, which speak
only as of the date they are made. We
undertake no obligation to update any
forward-looking statement, whether as a
result of new information, future events
or otherwise. The discussion of risks above
and elsewhere in this annual report is by
no means all inclusive but is designed to
highlight what we believe are important
factors to consider when evaluating our
trends and future results.

derivatives are designated as either cash
ﬂ ow or fair value hedges and qualify for
hedge accounting treatment, while others
do not qualify and are marked to market
through earnings. We do not use deriva-
tive instruments for trading or speculative
purposes, and we limit our exposure to
individual counterparties to manage credit
risk. The fair value of our derivatives ﬂ uc-
tuates based on market rates and prices.
The sensitivity of our derivatives to these
market ﬂ uctuations is discussed below.
See Note 10 for further discussion of
these derivatives and our hedging policies.
See “Our Critical Accounting Policies” for
a discussion of the exposure of our pen-
sion plan assets and pension and retiree
medical liabilities to risks related to stock
prices and discount rates.

Inﬂ ationary, deﬂ ationary and recession-

ary conditions impacting these market
risks also impact the demand for and
pricing of our products.

Commodity Prices
Our open commodity derivative contracts
that qualify for hedge accounting had a
face value of $5 million at December 29,
2007 and $55 million at December 30,
2006. The open derivative contracts that
qualify for hedge accounting resulted in
net unrealized gains of less than $1 million
at December 29, 2007 and December 30,
2006. We estimate that a 10% decline in
commodity prices would have had
no impact on our net unrealized gains
in 2007.

Our open commodity derivative

contracts that do not qualify for hedge
accounting had a face value of $105 million
at December 29, 2007 and $196 million at
December 30, 2006. The open derivative
contracts that do not qualify for hedge
accounting resulted in net gains of $3 million
in 2007 and net losses of $28 million in
2006. We estimate that a 10% decline
in commodity prices would have had no
impact on our net gains in 2007.

We expect to be able to continue to
reduce the impact of increases in our raw
material and energy costs through our
hedging strategies and ongoing produc-
tivity initiatives.

Foreign Exchange
Financial statements of foreign subsidiar-
ies are translated into U.S. dollars using
period-end exchange rates for assets
and liabilities and weighted-average
exchange rates for revenues and expenses.
Adjustments resulting from translating net
assets are reported as a separate compo-
nent of accumulated other comprehensive
loss within shareholders’ equity under the
caption currency translation adjustment.
Our operations outside of the U.S.
generate 44% of our net revenue, with
Mexico, the United Kingdom and Canada
comprising 19% of our net revenue. As a
result, we are exposed to foreign currency
risks. During 2007, net favorable foreign
currency, primarily due to appreciation in
the euro, British pound, Canadian dollar
and Brazilian real, contributed 2 percentage
points to net revenue growth. Currency
declines which are not offset could
adversely impact our future results.

Exchange rate gains or losses related

to foreign currency transactions are
recognized as transaction gains or losses
in our income statement as incurred. We
may enter into derivatives to manage our
exposure to foreign currency transaction
risk. Our foreign currency derivatives
had a total face value of $1.6 billion at
December 29, 2007 and $1.0 billion at
December 30, 2006. The contracts that
qualify for hedge accounting resulted
in net unrealized losses of $44 million
at December 29, 2007 and $6 million
at December 30, 2006. We estimate
that an unfavorable 10% change in the
exchange rates would have resulted in net
unrealized losses of $152 million in 2007.
The contracts not meeting the criteria for
hedge accounting resulted in a net gain
of $15 million in 2007 and a net loss of
$10 million in 2006. All losses and gains
were offset by changes in the underlying
hedged items, resulting in no net material
impact on earnings.

Interest Rates
We centrally manage our debt and invest-
ment portfolios considering investment
opportunities and risks, tax consequences
and overall ﬁ nancing strategies. We
may use interest rate and cross currency
interest rate swaps to manage our overall
interest expense and foreign exchange
risk. These instruments effectively change
the interest rate and currency of speciﬁ c
debt issuances. These swaps are entered
into concurrently with the issuance of the
debt that they are intended to modify.
The notional amount, interest payment
and maturity date of the swaps match the
principal, interest payment and maturity
date of the related debt. Our counterparty
credit risk is considered low because these
swaps are entered into only with strong
creditworthy counterparties and are
generally settled on a net basis.

Assuming year-end 2007 variable rate
debt and investment levels, a 1-percent-
age-point increase in interest rates would
have decreased net interest expense by
$1 million in 2007.

Risk Management Framework
The achievement of our strategic and
operating objectives will necessarily
involve taking risks. Our risk management

We leverage an integrated
risk management framework
to identify, assess, prioritize,
manage, monitor and
communicate risks across
the Company.

process is intended to ensure that risks
are taken knowingly and purposefully.
As such, we leverage an integrated risk
management framework to identify,
assess, prioritize, manage, monitor and
communicate risks across the Company.
This framework includes:
(cid:129)

The PepsiCo Executive Committee
(PEC), comprised of a cross-functional,
geographically diverse, senior manage-
ment group which identiﬁ es, assesses,
prioritizes and addresses strategic and
reputational risks;
Division Risk Committees (DRCs),
comprised of cross-functional senior
management teams which meet
regularly each year to identify, assess,
prioritize and address division-speciﬁ c
operating risks;
PepsiCo’s Risk Management Ofﬁ ce,
which manages the overall risk man-
agement process, provides ongoing
guidance, tools and analytical support
to the PEC and the DRCs, identiﬁ es and
assesses potential risks, and facilitates
ongoing communication between the
parties, as well as to PepsiCo’s Audit
Committee and Board of Directors;
PepsiCo Corporate Audit, which evalu-
ates the ongoing effectiveness of our
key internal controls through periodic
audit and review procedures; and
PepsiCo’s Compliance Ofﬁ ce, which
leads and coordinates our compliance
policies and practices.

(cid:129)

Our critical accounting policies arise in conjunction
with the following:

OUR CRITICAL ACCOUNTING POLICIES
OUR CRITICAL ACCOUNTING POLICIES
An appreciation of our critical accounting policies
is necessary to understand our financial results.
These policies may require management to make
difficult and subjective judgments regarding
uncertainties, and as a result, such estimates
may significantly impact our financial results. The
precision of these estimates and the likelihood of
future changes depend on a number of underlying
variables and a range of possible outcomes. Other
than our accounting for pension plans, our critical accounting policies do not involve the choice
between alternative methods of accounting. We applied our critical accounting policies and
estimation methods consistently in all material respects, and for all periods presented, and have
discussed these policies with our Audit Committee.

(cid:129) income tax expense and accruals, and

(cid:129) pension and retiree medical plans.

(cid:129) brand and goodwill valuations,

(cid:129) revenue recognition,

Revenue Recognition

Our products are sold for cash or on credit
terms. Our credit terms, which are estab-
lished in accordance with local and indus-
try practices, typically require payment
within 30 days of delivery in the U.S., and
generally within 30 to 90 days interna-
tionally, and may allow discounts for early
payment. We recognize revenue upon
shipment or delivery to our customers
based on written sales terms that do not
allow for a right of return. However, our
policy for DSD and chilled products is to
remove and replace damaged and out-of-
date products from store shelves to ensure
that consumers receive the product quality
and freshness they expect. Similarly, our
policy for warehouse-distributed products
is to replace damaged and out-of-date
products. Based on our historical experi-
ence with this practice, we have reserved
for anticipated damaged and out-of-date
products. Our bottlers have a similar
replacement policy and are responsible for
the products they distribute.

Our policy is to provide customers
with product when needed. In fact, our

commitment to freshness and product
dating serves to regulate the quantity of
product shipped or delivered. In addition,
DSD products are placed on the shelf
by our employees with customer shelf
space limiting the quantity of product.
For product delivered through our other
distribution networks, customer inventory
levels are monitored.

Our policy for DSD and chilled
products is to remove and
replace damaged and out-of-date
products from store shelves to
ensure that consumers receive
the product quality and freshness
they expect.

As discussed in “Our Customers,”
we offer sales incentives and discounts
through various programs to customers
and consumers. Sales incentives and dis-
counts are accounted for as a reduction of
revenue and totaled $11.3 billion in 2007,

$10.1 billion in 2006 and $8.9 billion in
2005. Sales incentives include payments
to customers for performing merchan-
dising activities on our behalf, such as
payments for in-store displays, payments
to gain distribution of new products,
payments for shelf space and discounts
to promote lower retail prices. A number
of our sales incentives, such as bottler
funding and customer volume rebates,
are based on annual targets, and accruals
are established during the year for the
expected payout. These accruals are based
on contract terms and our historical expe-
rience with similar programs and require
management judgment with respect to
estimating customer participation and
performance levels. Differences between
estimated expense and actual incentive
costs are normally insigniﬁ cant and are
recognized in earnings in the period such
differences are determined. The terms of
most of our incentive arrangements do
not exceed a year, and therefore do not
require highly uncertain long-term esti-
mates. For interim reporting, we estimate

total annual sales incentives for most
of our programs and record a pro rata
share in proportion to revenue. Certain
arrangements, such as fountain pouring
rights, may extend beyond one year. The
costs incurred to obtain incentive arrange-
ments are recognized over the shorter

of the economic or contractual life, as a
reduction of revenue, and the remaining
balances of $287 million at year-end 2007
and $297 million at year-end 2006 are
included in current assets and other assets
on our balance sheet.

We estimate and reserve for our

bad debt exposure based on our
experience with past due accounts. Bad
debt expense is classiﬁ ed within selling,
general and administrative expenses in
our income statement.

Brand and Goodwill Valuations

We sell products under a number of brand
names, many of which were developed
by us. The brand development costs are
expensed as incurred. We also purchase
brands in acquisitions. Upon acquisition,
the purchase price is ﬁ rst allocated to
identiﬁ able assets and liabilities, includ-
ing brands, based on estimated fair
value, with any remaining purchase price
recorded as goodwill. Determining fair
value requires signiﬁ cant estimates and
assumptions based on an evaluation of a
number of factors, such as marketplace
participants, product life cycles, market
share, consumer awareness, brand his-
tory and future expansion expectations,
amount and timing of future cash ﬂ ows
and the discount rate applied to the
cash ﬂ ows.

We believe that a brand has an

indeﬁ nite life if it has a history of strong
revenue and cash ﬂ ow performance, and
we have the intent and ability to support
the brand with marketplace spending for
the foreseeable future. If these perpetual
brand criteria are not met, brands are

Determining the expected life of
a brand requires management
judgment and is based on an
evaluation of a number of factors,
including market share, consumer
awareness, brand history and
future expansion expectations,
as well as the macroeconomic
environment of the countries in
which the brand is sold.

amortized over their expected useful
lives, which generally range from ﬁ ve to
40 years. Determining the expected life
of a brand requires management judg-
ment and is based on an evaluation of
a number of factors, including market
share, consumer awareness, brand history
and future expansion expectations, as well
as the macroeconomic environment of the
countries in which the brand is sold.

We did not recognize any
impairment charges for
perpetual brands or goodwill
in the years presented.

Perpetual brands and goodwill, includ-
ing the goodwill that is part of our non-
controlled bottling investment balances,
are not amortized. Perpetual brands and
goodwill are assessed for impairment at
least annually. If the carrying amount of a
perpetual brand exceeds its fair value, as
determined by its discounted cash ﬂ ows,
an impairment loss is recognized in an
amount equal to that excess. Goodwill is
evaluated using a two-step impairment
test at the reporting unit level. A reporting
unit can be a division or business within
a division. The ﬁ rst step compares the
book value of a reporting unit, including
goodwill, with its fair value, as determined
by its discounted cash ﬂ ows. If the book
value of a reporting unit exceeds its fair
value, we complete the second step
to determine the amount of goodwill

impairment loss that we should record. In
the second step, we determine an implied
fair value of the reporting unit’s goodwill
by allocating the fair value of the report-
ing unit to all of the assets and liabilities
other than goodwill (including any unrec-
ognized intangible assets). The amount of
impairment loss is equal to the excess of
the book value of the goodwill over the
implied fair value of that goodwill.

Amortizable brands are only evaluated
for impairment upon a signiﬁ cant change
in the operating or macroeconomic
environment. If an evaluation of the
undiscounted future cash ﬂ ows indicates
impairment, the asset is written down to
its estimated fair value, which is based on
its discounted future cash ﬂ ows.

Management judgment is necessary
to evaluate the impact of operating and
macroeconomic changes and to estimate
future cash ﬂ ows. Assumptions used
in our impairment evaluations, such as
forecasted growth rates and our cost of
capital, are based on the best available
market information and are consistent
with our internal forecasts and operat-
ing plans. These assumptions could be
adversely impacted by certain of the risks
discussed in “Our Business Risks.”

We did not recognize any impairment
charges for perpetual brands or goodwill
in the years presented. As of December
29, 2007, we had $6.4 billion of per-
petual brands and goodwill, of which
approximately 60% related to Tropicana
and Walkers.

Income Tax Expense and Accruals

Our annual tax rate is based on our
income, statutory tax rates and tax plan-
ning opportunities available to us in the
various jurisdictions in which we oper-
ate. Signiﬁ cant judgment is required in
determining our annual tax rate and in
evaluating our tax positions. We establish
reserves when, despite our belief that
our tax return positions are fully support-
able, we believe that certain positions are
subject to challenge and that we may not
succeed. We adjust these reserves, as well
as the related interest, in light of chang-
ing facts and circumstances, such as the
progress of a tax audit.

An estimated effective tax rate for a
year is applied to our quarterly operating
results. In the event there is a signiﬁ cant
or unusual item recognized in our quar-
terly operating results, the tax attributable
to that item is separately calculated and
recorded at the same time as that item.
We consider the tax adjustments from the
resolution of prior year tax matters to be
such items.

Tax law requires items to be included
in our tax returns at different times than
the items are reﬂ ected in our ﬁ nancial
statements. As a result, our annual tax
rate reﬂ ected in our ﬁ nancial statements
is different than that reported in our

tax returns (our cash tax rate). Some of
these differences are permanent, such as
expenses that are not deductible in our
tax return, and some differences reverse
over time, such as depreciation expense.
These temporary differences create
deferred tax assets and liabilities. Deferred
tax assets generally represent items that
can be used as a tax deduction or credit
in our tax returns in future years for which
we have already recorded the tax beneﬁ t

We adopted the provisions of
FIN 48 as of the beginning of our
2007 fiscal year.

in our income statement. We establish
valuation allowances for our deferred
tax assets if, based on the available
evidence, it is more likely than not that
some portion or all of the deferred tax
assets will not be realized. Deferred tax
liabilities generally represent tax expense
recognized in our ﬁ nancial statements for
which payment has been deferred,
or expense for which we have already
taken a deduction in our tax return but
have not yet recognized as expense in
our ﬁ nancial statements.

In 2006, the Financial Accounting
Standards Board (FASB) issued FASB
Interpretation No. 48, Accounting for
Uncertainty in Income Taxes — an
interpretation of FASB Statement No. 109
(FIN 48), which clariﬁ es the accounting
for uncertainty in tax positions. FIN 48
requires that we recognize in our ﬁ nancial
statements the impact of a tax position,
if that position is more likely than not
of being sustained on audit, based on
the technical merits of the position. We
adopted the provisions of FIN 48 as of the
beginning of our 2007 ﬁ scal year. As a
result of our adoption of FIN 48, we rec-
ognized a $7 million decrease to reserves
for income taxes, with a corresponding
increase to opening retained earnings.
See Note 5 for additional information
regarding our tax reserves and our adop-
tion of FIN 48.

In 2007, our annual tax rate was 25.9%
compared to 19.3% in 2006 as discussed
in “Other Consolidated Results.” The tax
rate in 2007 increased 6.6 percentage
points primarily reﬂ ecting an unfavorable
comparison to the prior year’s non-cash
tax beneﬁ ts. In 2008, our annual tax
rate is expected to be 27.5%, primarily
reﬂ ecting the absence of the non-cash tax
beneﬁ ts recorded in 2007.

Pension and Retiree Medical Plans

Our pension plans cover full-time employ-
ees in the U.S. and certain international
employees. Beneﬁ ts are determined based
on either years of service or a combina-
tion of years of service and earnings. U.S.
and Canada retirees are also eligible for
medical and life insurance beneﬁ ts (retiree
medical) if they meet age and service
requirements. Generally, our share of
retiree medical costs is capped at speciﬁ ed
dollar amounts that vary based upon years
of service, with retirees contributing the
remainder of the cost.

On December 30, 2006, we adopted

SFAS 158, Employers’ Accounting for
Deﬁ ned Beneﬁ t Pension and Other
Postretirement Plans — an amendment
of FASB Statements No. 87, 88, 106, and
132(R) (SFAS 158). In connection with
our adoption, we recognized the funded
status of our pension and retiree medical
plans (our Plans) on our balance sheet as
of December 30, 2006 with subsequent
changes in the funded status recognized
in comprehensive income in the years in
which they occur. In accordance with SFAS
158, amounts prior to the year of adop-
tion have not been adjusted. SFAS 158
also requires that, no later than 2008, our
assumptions used to measure our annual
pension and retiree medical expense
be determined as of the balance sheet
date, and all plan assets and liabilities be
reported as of that date. Accordingly, as

As of the beginning of our 2008
fiscal year, in accordance with
SFAS 158, we will change the
measurement date for our annual
pension and retiree medical
expense and all plan assets and
liabilities from September 30 to
our year-end balance sheet date.

of the beginning of our 2008 ﬁ scal year,
we will change the measurement date for
our annual pension and retiree medical
expense and all plan assets and liabilities
from September 30 to our year-end

balance sheet date. As a result of this
change in measurement date, we will
record an after-tax $7 million reduction to
2008 opening shareholders’ equity which
will be reﬂ ected in our 2008 ﬁ rst quar-
ter Form 10-Q. For further information
regarding the impact of our adoption of
SFAS 158, see Note 7.

Our Assumptions
The determination of pension and retiree
medical plan obligations and related
expenses requires the use of assumptions
to estimate the amount of the beneﬁ ts
that employees earn while working, as
well as the present value of those ben-
eﬁ ts. Annual pension and retiree medical
expense amounts are principally based on
four components: (1) the value of beneﬁ ts
earned by employees for working during
the year (service cost), (2) increase in the
liability due to the passage of time
(interest cost), and (3) other gains and
losses as discussed below, reduced by
(4) expected return on plan assets for our
funded plans.

Signiﬁ cant assumptions used to

(cid:129)

measure our annual pension and retiree
medical expense include:
(cid:129)

the interest rate used to determine
the present value of liabilities
(discount rate);
certain employee-related factors, such
as turnover, retirement age
and mortality;
for pension expense, the expected
return on assets in our funded plans
and the rate of salary increases for
plans where beneﬁ ts are based on
earnings; and
for retiree medical expense, health care
cost trend rates.
Our assumptions reﬂ ect our historical
experience and management’s best judg-
ment regarding future expectations. Due
to the signiﬁ cant management judgment
involved, our assumptions could have a
material impact on the measurement of
our pension and retiree medical beneﬁ t
expenses and obligations.

(cid:129)

At each measurement date, the
discount rate is based on interest rates
for high-quality, long-term corporate debt
securities with maturities comparable to
those of our liabilities. In the U.S., we use
the Moody’s Aa Corporate Bond Index
yield (Moody’s Aa Index) and adjust for
differences between the average duration
of the bonds in this Index and the average
duration of our beneﬁ t liabilities, based
upon a published index. As of the begin-
ning of our 2008 ﬁ scal year, our discount
rate will be determined using the Mercer
Pension Discount Yield Curve (Mercer
Yield Curve). The Mercer Yield Curve uses
a portfolio of high-quality bonds rated
Aa or higher by Moody’s. We believe the
Mercer Yield Curve includes bonds that
provide a better match to the timing and
amount of expected beneﬁ t payments
than the Moody’s Aa Index.

The expected return on pension plan
assets is based on our historical experi-
ence, our pension plan investment strat-
egy and our expectations for long-term
rates of return. Our pension plan invest-
ment strategy is reviewed annually and is
established based upon plan liabilities, an
evaluation of market conditions, tolerance
for risk, and cash requirements for beneﬁ t
payments. As part of our investment
strategy, we employ certain equity strate-
gies which, in addition to investing in U.S.
and international common and preferred
stock, include investing in certain equity-
and debt-based securities used collectively
to generate returns in excess of certain
equity-based indices. Our investment
policy also permits the use of derivative
instruments to enhance the overall return
of the portfolio. Our expected long-term
rate of return on U.S. plan assets is 7.8%,
reﬂ ecting estimated long-term rates of
return of 9.3% from our equity strategies,
and 5.8% from our ﬁ xed income strate-
gies. Our target investment allocation is
60% for equity strategies and 40% for
ﬁ xed income strategies. We use a market-
related valuation method for recogniz-
ing investment gains or losses. For this
purpose, investment gains or losses are

the difference between the expected and
actual return based on the market-related
value of assets. This market-related valua-
tion method recognizes investment gains
or losses over a ﬁ ve-year period from the
year in which they occur, which has the
effect of reducing year-to-year volatility.
Expense in future periods will be impacted
as gains or losses are recognized in the
market-related value of assets over the
ﬁ ve-year period.

Other gains and losses resulting from

actual experience differing from our
assumptions and from changes in our
assumptions are also determined at each
measurement date. If this net accumu-
lated gain or loss exceeds 10% of the
greater of plan assets or liabilities, a

portion of the net gain or loss is included
in expense for the following year. The cost
or beneﬁ t of plan changes that increase or
decrease beneﬁ ts for prior employee ser-
vice (prior service cost/(credit)) is included
in earnings on a straight-line basis over
the average remaining service period
of active plan participants, which is
approximately 11 years for pension
expense and approximately 13 years for
retiree medical expense.

Effective as of the beginning of our
2008 ﬁ scal year, we amended our U.S.
hourly pension plan to increase the
amount of participant earnings recog-
nized in determining pension beneﬁ ts.
Additional pension plan amendments
were also made as of the beginning of

our 2008 ﬁ scal year to comply with legis-
lative and regulatory changes.

The health care trend rate used to
determine our retiree medical plan’s
liability and expense is reviewed annually.
Our review is based on our claim experi-
ence, information provided by our health
plans and actuaries, and our knowledge
of the health care industry. Our review
of the trend rate considers factors such
as demographics, plan design, new
medical technologies and changes in
medical carriers.

Weighted-average assumptions for pension and retiree medical expense
are as follows:

Pension
Expense discount rate
Expected rate of return on plan assets
Expected rate of salary increases
Retiree medical
Expense discount rate
Current health care cost trend rate

2008

2007

2006

6.3%
7.6%
4.4%

6.4%
8.5%

5.7%
7.7%
4.5%

5.8%
9.0%

5.6%
7.7%
4.4%

5.7%
10.0%

Sensitivity of Assumptions
A decrease in the discount rate or in
the expected rate of return assumptions
would increase pension expense. The
estimated impact of a 25-basis-point
decrease in the discount rate on 2008
pension expense is an increase of approxi-
mately $36 million. The estimated impact
on 2008 pension expense of a 25-basis-
point decrease in the expected rate of
return is an increase of approximately
$17 million.

See Note 7 regarding the sensitivity of

our retiree medical cost assumptions.

Future Funding
We make contributions to pension trusts
maintained to provide plan beneﬁ ts for
certain pension plans. These contributions

are made in accordance with applicable
tax regulations that provide for current tax
deductions for our contributions, and tax-
ation to the employee only upon receipt of
plan beneﬁ ts. Generally, we do not fund
our pension plans when our contributions
would not be currently deductible.

Our pension contributions for 2007
were $230 million, of which $92 million
was discretionary. In 2008, we expect
to make contributions of up to
$150 million with up to $75 million
expected to be discretionary. Our cash
payments for retiree medical are esti-
mated to be approximately $85 million
in 2008. As our retiree medical plans
are not subject to regulatory funding
requirements, we fund these plans on

a pay-as-you-go basis. Our pension and
retiree medical contributions are subject
to change as a result of many factors,
such as changes in interest rates, devia-
tions between actual and expected asset
returns, and changes in tax or other
beneﬁ t laws. For estimated future beneﬁ t
payments, including our pay-as-you-go
payments as well as those from trusts,
see Note 7.

Recent Accounting Pronouncements
In September 2006, the SEC issued Staff
Accounting Bulletin No. 108, Considering
the Effects of Prior Year Misstatements
when Quantifying Misstatements in
Current Year Financial Statements (SAB
108), to address diversity in practice
in quantifying ﬁ nancial statement
misstatements. SAB 108 requires that
we quantify misstatements based on
their impact on each of our ﬁ nancial
statements and related disclosures. On
December 30, 2006, we adopted SAB
108. Our adoption of SAB 108 did not
impact our ﬁ nancial statements.

In September 2006, the FASB issued
SFAS 157, Fair Value Measurements (SFAS
157), which deﬁ nes fair value, establishes
a framework for measuring fair value,
and expands disclosures about fair value

measurements. The provisions of SFAS
157 are effective as of the beginning of
our 2008 ﬁ scal year. However, the FASB
deferred the effective date of SFAS 157,
until the beginning of our 2009 ﬁ scal
year, as it relates to fair value measure-
ment requirements for nonﬁ nancial
assets and liabilities that are not remea-
sured at fair value on a recurring basis.
We are currently evaluating the impact
of adopting SFAS 157 on our ﬁ nancial
statements. We do not expect our adop-
tion to have a material impact on our
ﬁ nancial statements.

In February 2007, the FASB issued SFAS

159, The Fair Value Option for Financial
Assets and Financial Liabilities Including
an amendment of FASB Statement No.
115 (SFAS 159), which permits entities
to choose to measure many ﬁ nancial

instruments and certain other items at
fair value. The provisions of SFAS 159 are
effective as of the beginning of our 2008
ﬁ scal year. Our adoption of SFAS 159 will
not impact our ﬁ nancial statements.

In December 2007, the FASB issued

SFAS 141 (revised 2007), Business
Combinations (SFAS 141R), and SFAS 160,
Noncontrolling Interests in Consolidated
Financial Statements (SFAS 160), to
improve, simplify, and converge inter-
nationally the accounting for business
combinations and the reporting of
noncontrolling interests in consolidated
ﬁ nancial statements. The provisions of
SFAS 141R and SFAS 160 are effective as
of the beginning of our 2009 ﬁ scal year.
We are currently evaluating the impact of
adopting SFAS 141R and SFAS 160 on our
ﬁ nancial statements.

OUR FINANCIAL RESULTS
OUR FINANCIAL RESULTS
Items Affecting Comparability

The year-over-year comparisons of our financial results are affected by the following items:

Operating profit
Restructuring and impairment charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income
Restructuring and impairment charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tax benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PepsiCo share of PBG tax settlement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income per common share — diluted
Restructuring and impairment charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tax benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PepsiCo share of PBG tax settlement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

For the items affecting our 2005 results, see Notes 3 and 5, as well as our 2006 Annual Report.

2007

2006

$(102)

$(67)

$(70)
$129
–

$(0.04)
$0.08
–

$(43)
$602
$18

$ (0.03)
$0.36
$0.01

Restructuring and Impairment
Charges
In 2007, we incurred a charge of
$102 million in conjunction with restruc-
turing actions primarily to close certain
plants and rationalize other production
lines across FLNA, PBNA and PI.

In 2006, we incurred a charge of
$67 million in conjunction with con-
solidating the manufacturing network at
FLNA by closing two plants in the U.S.,
and rationalizing other assets, to increase
manufacturing productivity and supply
chain efﬁ ciencies.

Tax Benefits
In 2007, we recognized $129 million
of non-cash tax beneﬁ ts related to the
favorable resolution of certain foreign
tax matters.

In 2006, we recognized non-cash tax
beneﬁ ts of $602 million, substantially all
of which related to the Internal Revenue
Service’s (IRS) examination of our con-
solidated tax returns for the years 1998
through 2002.

PepsiCo Share of PBG
Tax Settlement
In 2006, the IRS concluded its examination
of PBG’s consolidated income tax returns
for the years 1999 through 2000 (PBG’s
Tax Settlement). Consequently, a non-cash
beneﬁ t of $21 million was included in
bottling equity income as part of record-
ing our share of PBG’s ﬁ nancial results.

Results of Operations — Consolidated Review

In the discussions of net
revenue and operating profit
below, 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.

Servings
Since our divisions each use different mea-
sures of physical unit volume (i.e., kilos,
gallons, pounds and case sales), a com-
mon servings metric is necessary to reﬂ ect
our consolidated physical unit volume.
Our divisions’ physical volume measures
are converted into servings based on U.S.
Food and Drug Administration guidelines
for single-serving sizes of our products.

In 2007, total servings increased over
4% compared to 2006, as servings for
beverages worldwide grew 4% and serv-
ings for snacks worldwide grew 6%. All
of our divisions positively contributed to
the total servings growth. In 2006, total
servings increased 5.5% compared to
2005, as servings for beverages world-
wide grew over 6% and servings for
snacks worldwide grew 5%.

Net Revenue and Operating Proﬁ t

Total net revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating profit

FLNA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PBNA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PI . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
QFNA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Corporate unallocated. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total operating profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total operating profit margin . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Change

2007
$39,474

2006
$35,137

2005
$32,562

$2,845
2,188
2,322
568
(753)
$7,170
18.2%

$2,615
2,055
2,016
554
(738)

$6,502

18.5%

$2,529
2,037
1,661
537
(780)
$5,984

18.4%

2007
12%

9%
6%
15%
2.5%
2%
10%
(0.3)

2006
8%

3%
1%
21%
3%
(5)%
9%
0.1

2007
Net revenue increased 12% primarily
reﬂ ecting favorable effective net pricing
and volume growth. Effective net pricing
contributed 4 percentage points and the
volume gains contributed 3 percentage
points to net revenue growth. The impact
of acquisitions contributed 3 percentage
points and foreign currency contributed
2 percentage points to net revenue growth.
Total operating proﬁ t increased 10%
and margin decreased 0.3 percentage
points. The operating proﬁ t performance
reﬂ ects leverage from the revenue
growth, offset by increased cost of sales,
largely due to higher raw material costs.
The impact of foreign currency contrib-
uted 2 percentage points to operating
proﬁ t growth. There was no net impact of
acquisitions and divestitures on operating
proﬁ t growth.

2006
Net revenue increased 8% primarily
reﬂ ecting higher volume and positive
effective net pricing across all divisions.
The volume gains and the effective net
pricing each contributed 3 percentage
points to net revenue growth. Acquisitions
contributed 1 percentage point and
foreign exchange contributed almost
1 percentage point to net revenue
growth. The absence of the prior year’s
additional week reduced net revenue
growth by over 1 percentage point and
reduced volume growth by almost
1 percentage point.

Total operating proﬁ t increased 9% and

margin increased 0.1 percentage points.
The operating proﬁ t gains reﬂ ect the net
revenue growth, partially offset by the
impact of higher raw material and energy
costs across all divisions. The absence of

the prior year’s additional week reduced
operating proﬁ t growth by over 1 percent-
age point.

Corporate Unallocated Expenses
Corporate unallocated expenses include
the costs of our corporate headquarters,
centrally managed initiatives, such as our
ongoing business transformation initiative
in North America, unallocated insurance
and beneﬁ t programs, foreign exchange
transaction gains and losses, and certain
commodity derivative gains and losses,
as well as proﬁ t-in-inventory elimination
adjustments for our noncontrolled bot-
tling afﬁ liates and certain other items.
In 2007, corporate unallocated

expenses increased 2% primarily reﬂ ect-
ing $35 million of increased research and
development costs, partially offset by
lower pension costs of $18 million. Gains

of $19 million from certain mark-to-market
derivatives (compared to $18 million of
losses in the prior year) were fully offset
by the absence of certain other favorable
corporate items in the prior year.
In 2006, corporate unallocated

expenses decreased $42 million primarily

reﬂ ecting the absence of a non-recurring
charge of $55 million in the prior year to
conform our method of accounting across
all divisions, primarily for warehouse and
freight costs. Higher costs associated with
our ongoing business transformation
initiative of $35 million, as well as the

unfavorable comparison to the prior year’s
$25 million gain in connection with the
settlement of a class action lawsuit, were
offset by the favorable impact of certain
other corporate items.

Other Consolidated Results

Bottling equity income
Interest expense, net
Annual tax rate
Net income
Net income per common share — diluted

Change

2007
$560
$(99)
25.9%
$5,658
$3.41

2006
$553
$(66)
19.3%

2005
$495
$(97)
36.1%

$5,642
$3.34

$4,078
$2.39

2007

1%
$(33)

–
2%

2006

12%
$31

38%
40%

Bottling equity income includes our
share of the net income or loss of our
anchor bottlers as described in “Our
Customers.” Our interest in these bot-
tling investments may change from time
to time. Any gains or losses from these
changes, as well as other transactions
related to our bottling investments, are
also included on a pre-tax basis. During
2007, we continued to sell shares of PBG
stock to reduce our economic ownership
to the level at the time of PBG’s initial
public offering, since our ownership has
increased as a result of PBG’s share repur-
chase program. We sold 9.5 million and
10.0 million shares of PBG stock in 2007
and 2006, respectively. The resulting lower
ownership percentage reduces the equity
income from PBG that we recognize. In
November 2007, our Board of Directors
approved the sale of additional PBG stock
to an economic ownership level of 35%,
as well as the sale of PAS stock to the
ownership level at the time of the merger
with Whitman Corporation in 2000 of
about 37%.

2007
Bottling equity income increased 1%
reﬂ ecting higher earnings from our
anchor bottlers, partially offset by the
impact of our reduced ownership level in
2007 and lower pre-tax gains on our sale
of PBG stock.

Net interest expense increased $33 mil-
lion primarily reﬂ ecting the impact of lower
investment balances and higher average
rates on our debt, partially offset by higher
average interest rates on our investments
and lower average debt balances.

The tax rate increased 6.6 percentage
points compared to the prior year primar-
ily reﬂ ecting an unfavorable comparison
to the prior year’s non-cash tax beneﬁ ts.
Net income remained ﬂ at and the
related net income per share increased
2%. Our solid operating proﬁ t growth
was offset by unfavorable comparisons
to the non-cash tax beneﬁ ts and restruc-
turing and impairment charges in the
prior year. Additionally, net income per
share was favorably impacted by our
share repurchases.

2006
Bottling equity income increased 12%
primarily reﬂ ecting a $186 million pre-tax
gain on our sale of PBG stock, which com-
pared favorably to a $126 million pre-tax
gain in the prior year. The non-cash gain
of $21 million from our share of PBG’s
Tax Settlement was fully offset by lower
equity income from our anchor bottlers in
the current year, primarily resulting from
the impact of their respective adoptions of
SFAS 123R in 2006.

Net interest expense decreased
$31 million primarily reﬂ ecting higher
average rates on our investments and
lower debt balances, partially offset
by lower investment balances and the
impact of higher average rates on our
borrowings.

The tax rate decreased 16.8 percentage

points compared to prior year primar-
ily reﬂ ecting the non-cash tax beneﬁ ts
recorded in 2006, the absence of the
2005 tax charge related to the American
Jobs Creation Act of 2004 (AJCA) and
the resolution of certain state income tax
audits in the current year.

Net income increased 38% and the
related net income per share increased
40%. These increases primarily reﬂ ect the
non-cash tax beneﬁ ts recorded in 2006,
the absence of the AJCA tax charge and
our solid operating proﬁ t growth.

Results of Operations — Division Review

The results and discussions below are based on how our Chief Executive Officer monitors
the performance of our divisions. For additional information on these items and our
divisions, see Note 1.

Net Revenue, 2007. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net Revenue, 2006. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
% Impact of:
Volume(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Effective net pricing(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign exchange . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Acquisitions/divestitures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
% Change(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

FLNA
$11,586
$10,844

PBNA
$10,230
$9,565

PI
$15,798
$12,959

QFNA
$1,860
$1,769

Total
$39,474
$35,137

3%
4
0.5
–
7%

(2)%
6
–
2
7%

3.5
6
6
22%

2%
3
1
–
5%

3%
4
2
3
12%

Net Revenue, 2006. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net Revenue, 2005. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
% Impact of:
Volume(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Effective net pricing(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign exchange . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Acquisitions/divestitures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
% Change(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

FLNA
$10,844
$10,322

PBNA
$9,565
$9,146

PI
$12,959
$11,376

QFNA
$1,769
$1,718

Total
$35,137
$32,562

1%
3
0.5
0.5

3%
1
–
–
5%

6%
4
1
3
14%

1%
2
1
–
3%

3%
3
1
1
8%

(a) Excludes the impact of acquisitions and divestitures. For PBNA and PI, volume growth varies from the amounts disclosed in the following divisional discussions

due primarily to non-consolidated joint venture volume and temporary timing differences between BCS and CSE. Our net revenue for PBNA and PI excludes non-
consolidated joint venture volume and is based on CSE.

(b) Includes 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.

2007
$11,586
$2,845

2006
$10,844
$2,615

2005
$10,322
$2,529

2007
7
9

2006
5
3

% Change

impact of lower restructuring and impair-
ment charges in the current year related
to the continued consolidation of the
manufacturing network.

Smart Spot eligible products rep-
resented approximately 16% of net
revenue. These products experienced
double-digit revenue growth, while the
balance of the portfolio had mid-single-
digit revenue growth.

2006
Net revenue grew 5% reﬂ ecting volume
growth of 1% and positive effective net
pricing due to salty snack pricing actions
and favorable mix. Pound volume grew
primarily due to double-digit growth
in SunChips, Multipack and Quaker
Rice Cakes. These volume
gains were partially offset by
low-single-digit declines in
trademark Lay’s and Doritos.
The Stacy’s Pita Chip Company
acquisition contributed
approximately 0.5 percentage points to
both revenue and volume growth. The
absence of the prior year’s additional
week reduced volume and net revenue
growth by 2 percentage points.

Operating proﬁ t grew 3% reﬂ ecting

the net revenue growth. This growth
was partially offset by higher commodity
costs, primarily cooking oil and energy.
Operating proﬁ t was also negatively
impacted by almost 3 percentage points
as a result of a fourth quarter charge for
the consolidation of the manufacturing
network, including the closure of two
plants and rationalization of other manu-
facturing assets. The absence of the prior
year’s additional week, which reduced
operating proﬁ t growth by 2 percentage
points, was largely offset by the impact of
restructuring charges in the prior year to
reduce costs in our operations, principally
through headcount reductions.

FLNA’s Smart Spot eligible products
experienced double-digit revenue growth in
both 2007 and 2006.

Smart Spot eligible products rep-
resented approximately 15% of net
revenue. These products experienced
double-digit revenue growth, while the
balance of the portfolio had low-single-
digit revenue growth.

Frito-Lay North America

Net revenue
Operating profit

2007
Net revenue grew 7% reﬂ ecting volume
growth of 3% and positive effective net
pricing due to pricing actions and favor-
able mix. Pound volume grew primarily
due to high-single-digit growth in trade-
mark Doritos and double-digit growth
in dips, SunChips and multipack. These

In 2007, FLNA volume grew
primarily due to high-single-digit
growth in trademark Doritos
and double-digit growth in dips,
SunChips and multipack.

volume gains were partially offset by a
mid-single-digit decline in trademark Lay’s.

Operating proﬁ t grew 9% primarily
reﬂ ecting the net revenue growth, as well
as a favorable casualty insurance actuarial
adjustment reﬂ ecting improved safety
performance. This growth was partially
offset by higher commodity costs, as well
as increased advertising and marketing
expenses. Operating proﬁ t beneﬁ ted
almost 2 percentage points from the

PepsiCo Beverages North America

Net revenue
Operating profit

2007
BCS volume was ﬂ at due to a 3% decline
in CSDs, entirely offset by a 5% increase
in non-carbonated beverages. The decline
in the CSD portfolio reﬂ ects a mid-single-
digit decline in trademark Pepsi offset
slightly by a low-single-digit increase
in trademark Sierra Mist. Trademark
Mountain Dew volume was ﬂ at. Across
the brands, regular CSDs experienced a
mid-single-digit decline and diet CSDs
experienced a low-single-digit decline. The
non-carbonated portfolio performance
was driven by double-digit growth in
Lipton ready-to-drink teas, double-digit
growth in waters and enhanced waters
under the Aquaﬁ na, Propel and SoBe Life
Water trademarks and low-single-digit
growth in Gatorade, partially offset by a
mid-single-digit decline in our juice and
juice drinks portfolio as a result of previous
price increases.

Net revenue grew 7% driven by effec-
tive net pricing, primarily reﬂ ecting price
increases on Tropicana Pure Premium
and CSD concentrate and growth in
ﬁ nished goods beverages. Acquisitions
contributed 2 percentage points to net
revenue growth.

Operating proﬁ t increased 6% reﬂ ect-

ing the net revenue growth, partially
offset by higher cost of sales, mainly due
to increased fruit costs, as well as higher
general and administrative costs. The
impact of restructuring actions taken in
the fourth quarter was fully offset by the
favorable impact of Canadian exchange
rates during the year. Operating proﬁ t was
also positively impacted by the absence
of amortization expense related to a prior
acquisition, partially offset by the absence
of a $29 million favorable insurance
settlement, both recorded in 2006. The
impact of acquisitions reduced operating
proﬁ t by less than 1 percentage point.

2007
$10,230
$2,188

2006
$9,565
$2,055

2005
$9,146
$2,037

2007
7
6

2006
5
1

% Change

Smart Spot eligible products

represented over 70% of net revenue.
These products experienced mid-single-
digit net revenue growth, while the
balance of the portfolio grew in the
high-single-digit range.

2006
BCS volume grew 4%. The volume
increase was driven by a 14% increase
in non-carbonated beverages, partially
offset by a 2% decline in CSDs. The
non-carbonated portfolio performance
was driven by double-digit
growth in trademark Aquaﬁ na,
Gatorade, Lipton ready-to-drink
teas, Tropicana juice drinks and
Propel. Tropicana Pure Premium
experienced a low-single-digit
decline in volume. The decline
in CSDs reﬂ ects a low-single-digit decline
in trademark Pepsi, partially offset by a
mid-single-digit increase in trademark
Sierra Mist and a low-single-digit increase
in trademark Mountain Dew. Across the
brands, regular CSDs experienced a low-
single-digit decline and diet CSDs declined
slightly. The additional week in 2005 had
no signiﬁ cant impact on volume growth
as bottler volume is reported based on a
calendar month.

primarily oranges, increased supply chain
costs in Gatorade and higher energy costs
substantially offset the operating proﬁ t
increase. Total marketplace spending for
the year increased, reﬂ ecting a shift from
advertising and marketing spending to
trade spending. Additionally, the impact
of more-favorable settlements of trade
spending accruals in 2005 was mostly
offset by a favorable insurance settlement
of $29 million in 2006. The absence of
the prior year’s additional week, which
reduced operating proﬁ t growth by

Smart Spot eligible products represented over
70% of PBNA’s total revenue in both 2007
and 2006.

1 percentage point, was fully offset
by the impact of charges taken in the
fourth quarter of 2005 to reduce costs
in our operations, principally through
headcount reductions.

Smart Spot eligible products represented

over 70% of net revenue. These products
experienced high-single-digit revenue
growth, while the balance of the portfolio
declined in the low-single-digit range.

Net revenue grew 5%. Positive mix

contributed to the revenue growth,
reﬂ ecting the strength of non-carbonated
beverages. Price increases taken in 2006,
primarily on concentrate, Tropicana
Pure Premium and fountain, were offset
by overall higher trade spending. The
absence of the prior year’s additional
week reduced net revenue growth by
1 percentage point.

Operating proﬁ t increased 1% primar-

ily reﬂ ecting the net revenue growth
and lower advertising and marketing
expenses. Higher raw material costs,

PepsiCo International

Net revenue
Operating profit

2007
International snacks volume grew 9%
reﬂ ecting double-digit growth in Russia,
the Middle East and Turkey, partially offset
by low-single-digit declines at Sabritas
in Mexico and Walkers in the United
Kingdom. Additionally, Gamesa in Mexico,
India and China all grew at double-digit
rates. Overall, the Europe, Middle East
& Africa region grew 9%, the Latin
America region grew 6% and the Asia
Paciﬁ c region grew 20%. Acquisitions in
Europe, New Zealand and Brazil increased
the Europe, Middle East & Africa region
volume growth by 1 percentage point, the
Asia Paciﬁ c region volume growth by
7 percentage points and the Latin America
region volume growth by 0.5 percentage
points, respectively. In aggregate, acquisi-
tions contributed almost 2 percentage
points to the reported total PepsiCo
International snack volume growth rate.

PI experienced double-digit revenue
and operating profit growth in
both 2007 and 2006.

Beverage volume grew 8% led by
double-digit growth in the Middle East,
China and Pakistan, partially offset by a
low-single-digit decline in Mexico and
a high-single-digit decline in Thailand.
Additionally, Russia and Brazil grew at
double-digit rates. The Europe, Middle
East & Africa region grew 11%, the Asia
Paciﬁ c region grew 8% and the Latin
America region grew 4%. The acquisi-
tion of a business in Europe increased
the Europe, Middle East & Africa region
volume growth by 1 percentage point and
the total PepsiCo International beverage
volume growth by nearly 1 percentage

2007
$15,798
$2,322

2006
$12,959
$2,016

2005
$11,376
$1,661

2007
22
15

2006
14
21

% Change

point. CSDs grew at a high-single-digit
rate while non-carbonated beverages
grew at a double-digit rate.

Net revenue grew 22% reﬂ ecting the
volume growth and favorable effective
net pricing. Foreign currency contributed
6 percentage points of growth primar-
ily reﬂ ecting the favorable euro, British
pound and Brazilian real. The net impact
of acquisitions and divestitures also
contributed 6 percentage points to net
revenue growth.

Operating proﬁ t grew 15% driven

largely by the volume growth and
favorable effective net pricing, partially
offset by increased raw material costs.
Foreign currency contributed 5 percent-
age points of growth primarily reﬂ ecting
the favorable British pound, euro and
Brazilian real. The net impact of acquisi-
tions and divestitures on operating proﬁ t
was minimal. The impact of restructuring
actions taken in the fourth quarter to
reduce costs in our operations, rationalize
capacity and realign our organizational
structure reduced operating proﬁ t growth
by 3 percentage points.

2006
International snacks volume grew 9%
reﬂ ecting double-digit growth in Russia,
Turkey, Egypt and India and single-digit
growth at Sabritas in Mexico. Overall,
the Europe, Middle East & Africa region
grew 17%, the Latin America region grew
2.5% and the Asia Paciﬁ c region grew
12%. Acquisitions of two businesses in
Europe in 2006 increased the Europe,
Middle East & Africa region volume
growth by nearly 6 percentage points.
The acquisition of a business in Australia
increased the Asia Paciﬁ c region volume
growth by 1 percentage point. In aggre-
gate, acquisitions contributed 2 percent-
age points to the reported total PepsiCo

International snack volume growth rate.
The absence of the prior year’s additional
week reduced the growth rate by
1 percentage point.

Beverage volume grew 9% reﬂ ecting

broad-based increases led by double-
digit growth in the Middle East, China,
Argentina, Russia and Venezuela. The
Europe, Middle East & Africa region grew
11%, the Asia Paciﬁ c region grew 9%
and the Latin America region grew 7%.
Acquisitions contributed 1 percentage
point to the Europe, Middle East & Africa
region volume growth rate and contrib-
uted slightly to the reported total PepsiCo
International beverage volume growth
rate. CSDs grew at a high-single-digit rate
while non-carbonated beverages grew at
a double-digit rate.

Net revenue grew 14% primarily as a
result of the broad-based volume growth
and favorable effective net pricing. The
net impact of acquisitions and divestitures
contributed nearly 3 percentage points
to net revenue growth. Foreign currency
contributed 1 percentage point of growth.
The absence of the prior year’s additional
week reduced net revenue growth by
1 percentage point.

Operating proﬁ t grew 21% driven
primarily by the net revenue growth,
partially offset by increased raw mate-
rial and energy costs. The net impact of
acquisitions and divestitures contributed
1 percentage point of growth. Foreign
currency also contributed 1 percentage
point of growth. The absence of the prior
year’s additional week, which reduced the
operating proﬁ t growth rate by 1 percent-
age point, was fully offset by the impact
of charges taken in 2005 to reduce costs
in our operations and rationalize capacity.

2007
$1,860
$568

2006
$1,769
$554

2005
$1,718
$537

2007
5
2.5

2006
3
3

% Change

by higher raw material and energy costs,
were largely offset by lower advertising
and marketing expenses. The absence of
the prior year’s additional week reduced
operating proﬁ t growth by approximately
2 percentage points.

QFNA’s revenue and volume growth
accelerated in 2007 to 5% and
2%, respectively.

Quaker Foods North America

Net revenue
Operating profit

2007
Net revenue increased 5% and volume
increased 2%. The volume increase
reﬂ ects mid-single-digit growth in
Oatmeal and Life cereal, as well as
low-single-digit growth in Cap’n Crunch
cereal. These increases were partially
offset by a double-digit decline in Rice-A-
Roni. The increase in net revenue primarily
reﬂ ects price increases taken earlier in
the year, as well as the volume growth.
Favorable Canadian exchange rates con-
tributed nearly 1 percentage point to net
revenue growth.

Operating proﬁ t increased 2.5% pri-

marily reﬂ ecting the net revenue
growth partially offset by increased
raw material costs.

Smart Spot eligible products repre-
sented over half of net revenue and
experienced mid-single-digit net revenue
growth. The balance of the portfolio also
grew in the mid-single-digit range.

2006
Net revenue grew 3% and volume
increased 1%. The volume increase
reﬂ ects mid-single-digit growth in
Oatmeal, high-single-digit growth in Life
cereal and low-single-digit growth in
Cap’n Crunch cereal. These
increases were partially offset
by a low-single-digit decline
in Aunt Jemima syrup and mix
and a mid-single-digit decline
in Rice-A-Roni. Net revenue
growth was also driven by
favorable effective net pricing, which
contributed almost 2 percentage points
to net revenue growth, and favorable
Canadian foreign exchange rates which
contributed almost 1 percentage point.
The absence of the prior year’s additional
week reduced both net revenue and vol-
ume growth by approximately 2 percent-
age points.

Operating proﬁ t increased 3% primar-

ily reﬂ ecting the net revenue growth.
Increased cost of sales, primarily driven

Smart Spot eligible products repre-

sented approximately 55% of net revenue
and had mid-single-digit net revenue
growth. The balance of the portfolio
experienced a low-single-digit decline.
The absence of the prior year’s additional
week negatively impacted these results.

Our Liquidity and Capital Resources

Our strong cash-generating capability and
financial condition give us ready access to
capital markets throughout the world. Our
principal source of liquidity is our operating
cash flow. This cash-generating capability is one
of our fundamental strengths and provides us
with substantial financial flexibility in meeting
operating, investing and financing needs. In
addition, we have revolving credit facilities
that are further discussed in Note 9. Our cash
provided from operating activities is somewhat
impacted by seasonality. Working capital
needs are impacted by weekly sales, which are
generally highest in the third quarter due to
seasonal and holiday-related sales patterns, and
generally lowest in the first quarter.

2007 Cash Utilization

Other, net $357

Long-term debt $1,589
Cash proceeds
from sale of PBG stock
$315
Stock option exercises
$1,108

Operating activities
$6,934

Short-term investments
$383

Acquisitions
$1,320

Dividends
$2,204

Capital spending
$2,430

Share repurchases
$4,312

Source of Cash

Use of Cash

Short-term borrowings
$395

Operating Activities
In 2007, our operations provided
$6.9 billion of cash, compared to
$6.1 billion in the prior year, primarily
reﬂ ecting our solid business results. Our
operating cash ﬂ ow in 2006 also reﬂ ects
a tax payment of $420 million related to
our repatriation of international cash in
connection with the AJCA.

Investing Activities
In 2007, we used $3.7 billion for our
investing activities primarily reﬂ ecting
capital spending of $2.4 billion and
acquisitions of $1.3 billion. Acquisitions
primarily included the remaining interest in
a snacks joint venture in Latin America,
Naked Juice Company and Bluebird Foods,
and the acquisition of a minority interest in
a juice company in the Ukraine through a
joint venture with PAS. Proceeds from our
sale of PBG stock of $315 million were
offset by net purchases of short-term
investments of $383 million. In 2006,
capital spending of $2.1 billion and
acquisitions of $522 million were mostly
offset by net sales of short-term invest-
ments of $2.0 billion and proceeds from
our sale of PBG stock of $318 million.

We anticipate net capital spending of
approximately $2.7 billion in 2008, which
is expected to be within our net capital
spending target of approximately 5%
to 7% of net revenue. Planned capital
spending in 2008 includes investments
to increase capacity in our snack and
beverage businesses to support growth
in developing and emerging markets,
investments in North America to support
growth in key trademarks, and invest-
ments in our ongoing business transfor-
mation initiative. New capital projects are
evaluated on a case-by-case basis and
must meet certain payback and internal
rate of return targets.

Financing Activities
In 2007, we used $4.0 billion for our
ﬁ nancing activities, primarily reﬂ ecting
the return of operating cash ﬂ ow to our
shareholders through common share
repurchases of $4.3 billion and dividend
payments of $2.2 billion, as well as net
repayments of short-term borrowings of
$395 million. The use of cash was partially
offset by stock option proceeds of
$1.1 billion and net proceeds from issu-
ances of long-term debt of $1.6 billion.

In 2006, we used $6.0 billion for our
ﬁ nancing activities, primarily reﬂ ecting
the return of operating cash ﬂ ow to our
shareholders through common share
repurchases of $3.0 billion and dividend
payments of $1.9 billion. Net repayments
of short-term borrowings of $2.3 billion
were partially offset by stock option
proceeds of $1.2 billion.

We annually review our capital structure

with our Board, including our dividend
policy and share repurchase activity. In
the second quarter of 2007, our Board
of Directors approved an increase in our
targeted dividend payout rate from 45%
to 50% of prior year’s earnings, exclud-
ing certain items. The Board of Directors
also authorized stock repurchases of
up to an additional $8 billion through
June 30, 2010, once the current share
repurchase authorization is complete. The
current $8.5 billion authorization began in
2006 and has approximately $3.1 billion
remaining. We have historically repur-
chased signiﬁ cantly more shares each year
than we have issued under our stock-
based compensation plans, with aver-
age net annual repurchases of 1.4% of
outstanding shares for the last ﬁ ve years.

2006 Cash Utilization

2005 Cash Utilization

Other, net $223
Short-term
investments $2,017

Cash proceeds
from sale of PBG stock
$318
Stock option exercises
$1,194

Operating activities
$6,084

Long-term debt $106
Acquisitions
$522

Dividends
$1,854

Capital spending
$2,068

Other, net
$70

Short-term borrowings
$1,848

Cash proceeds
from sale of PBG stock
$214
Stock option exercises
$1,099

Share repurchases
$3,010

Operating activities
$5,852

Short-term
borrowings
$2,341

Long-term debt
$152

Acquisitions
$1,095

Dividends
$1,642

Short-term investments
$991

Capital spending
$1,736

Share repurchases
$3,031

Source of Cash

Use of Cash

Source of Cash

Use of Cash

Net cash provided by operating activities
Capital spending
Sales of property, plant and equipment
Management operating cash flow

Management Operating Cash Flow
We focus on management operating
cash ﬂ ow as a key element in achieving
maximum shareholder value, and it is the
primary measure we use to monitor cash
ﬂ ow performance. However, it is not a
measure provided by accounting prin-
ciples generally accepted in the U.S. Since
net capital spending is essential to our
product innovation initiatives and main-
taining 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. The table above reconciles the
net cash provided by operating activities,
as reﬂ ected in our cash ﬂ ow statement, to
our management operating cash ﬂ ow.

2007
$ 6,934
(2,430)
47
$ 4,551

2006
$ 6,084
(2,068)
49
$ 4,065

2005
$ 5,852
(1,736)
88
$ 4,204

Management operating cash ﬂ ow
was used primarily to repurchase shares
and pay dividends. We expect to con-
tinue to return approximately all of our
management operating cash ﬂ ow to our
shareholders through dividends and share
repurchases. However, see “Our Business
Risks” for certain factors that may impact
our operating cash ﬂ ows.

Credit Ratings
Our debt ratings of Aa2 from Moody’s
and A+ from Standard & Poor’s contribute
to our ability to access global capital mar-
kets. We have maintained strong invest-
ment grade ratings for over a decade.
Each rating is considered strong invest-
ment grade and is in the ﬁ rst quartile of
their respective ranking systems. These
ratings also reﬂ ect the impact of our
anchor bottlers’ cash ﬂ ows and debt.

Credit Facilities and Long-Term
Contractual Commitments
See Note 9 for a description of our
credit facilities and long-term
contractual commitments.

Off-Balance-Sheet Arrangements
It is not our business practice to enter
into off-balance-sheet arrangements,
other than in the normal course of busi-
ness. However, certain guarantees were
necessary to facilitate the separation of
our bottling and restaurant operations
from us. At year-end 2007, we believe it
is remote that these guarantees would
require any cash payment. We do not
enter into off-balance-sheet transactions
speciﬁ cally structured to provide income
or tax beneﬁ ts or to avoid recognizing
or disclosing assets or liabilities. See
Note 9 for a description of our
off-balance-sheet arrangements.

Consolidated Statement of Income
Consolidated Statement of Income

PepsiCo, Inc. and Subsidiaries
Fiscal years ended December 29, 2007, December 30, 2006 and December 31, 2005

(in millions except per share amounts)

Net Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Selling, general and administrative expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating Profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Bottling equity income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest expense. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income before Income Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Provision for Income Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2007

$ 39,474
18,038
14,208
58
7,170
560
(224)
125
7,631
1,973
$ 5,658

2006

$ 35,137
15,762
12,711
162
6,502
553
(239)
173
6,989
1,347
$ 5,642

2005

$ 32,562
14,176
12,252
150
5,984
495

(256)

159
6,382
2,304
$ 4,078

Net Income per Common Share

Basic. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$3.48
$3.41

$3.42
$3.34

$2.43
$2.39

See accompanying notes to consolidated financial statements.

Net Revenue

Operating Profit

$32,562

$35,137

$39,474

$5,984

$6,502

$7,170

2005

2006

2007

2005

2006

2007

Net Income

$5,642

$5,658

Net Income per Common Share
$3.41

$3.34

$4,078

$2.39

2005

2006

2007

2005

2006

2007

Consolidated Statement of Cash Flows
Consolidated Statement of Cash Flows

PepsiCo, Inc. and Subsidiaries
Fiscal years ended December 29, 2007, December 30, 2006 and December 31, 2005

2007

(in millions)
Operating Activities
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 5,658
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,426
Stock-based compensation expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
260
Excess tax benefits from share-based payment arrangements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(208)
Cash payments for merger-related costs and restructuring charges . . . . . . . . . . . . . . . . . . . . . . . . . . . .
–
Pension and retiree medical plan contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(310)
Pension and retiree medical plan expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
535
Bottling equity income, net of dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(441)
118
Deferred income taxes and other tax charges and credits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Change in accounts and notes receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(405)
Change in inventories. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(204)
(16)
Change in prepaid expenses and other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Change in accounts payable and other current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
500
Change in income taxes payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
128
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(107)
Net Cash Provided by Operating Activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6,934
Investing Activities
Capital spending . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sales of property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from (Investment in) finance assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Acquisitions and investments in noncontrolled affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash proceeds from sale of PBG stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Divestitures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Short-term investments, by original maturity

(2,430)
47
27
(1,320)
315
–

More than three months — purchases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
More than three months — maturities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Three months or less, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net Cash Used for Investing Activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Financing Activities
Proceeds from issuances of long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payments of long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Short-term borrowings, by original maturity

(83)
113
(413)
(3,744)

2,168
(579)

83
More than three months — proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(133)
More than three months — payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Three months or less, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(345)
Cash dividends paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(2,204)
Share repurchases — common. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(4,300)
Share repurchases — preferred . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(12)
Proceeds from exercises of stock options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,108
Excess tax benefits from share-based payment arrangements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
208
Net Cash Used for Financing Activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(4,006)
Effect of exchange rate changes on cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
75
(741)
Net (Decrease)/Increase in Cash and Cash Equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash and Cash Equivalents, Beginning of Year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,651
Cash and Cash Equivalents, End of Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 910

See accompanying notes to consolidated financial statements.

2006

2005

$ 5,642
1,406
270
(134)
–
(131)
544
(442)
(510)
(330)
(186)
(37)
223
(295)
64
6,084

(2,068)
49
(25)
(522)
318
37

(29)
25
2,021
(194)

51
(157)

185
(358)
(2,168)
(1,854)
(3,000)
(10)
1,194
134
(5,983)
28
(65)
1,716
$ 1,651

$ 4,078
1,308
311
–
(22)
(877)
464
(414)
440
(272)
(132)
(56)
188
609
227
5,852

(1,736)
88
–
(1,095)
214
3

(83)
84
(992)
(3,517)

25
(177)

332
(85)
1,601
(1,642)
(3,012)
(19)
1,099
–
(1,878)
(21)
436
1,280
$ 1,716

Consolidated Balance Sheet
Consolidated Balance Sheet

PepsiCo, Inc. and Subsidiaries
December 29, 2007 and December 30, 2006

(in millions except per share amounts)

2007

2006

ASSETS
Current Assets
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Short-term investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts and notes receivable, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid expenses and other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Current Assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Property, Plant and Equipment, net. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortizable Intangible Assets, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other nonamortizable intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Nonamortizable Intangible Assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investments in Noncontrolled Affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Short-term obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts payable and other current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income taxes payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total Current Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-Term Debt Obligations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred Income Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Commitments and Contingencies

$ 910
1,571
4,389
2,290
991
10,151
11,228
796
5,169
1,248
6,417
4,354
1,682
$34,628

$
–
7,602
151

7,753
4,203
4,792
646

17,394

$ 1,651
1,171
3,725
1,926
657
9,130
9,687
637
4,594
1,212
5,806
3,690
980
$29,930

$ 274
6,496
90

6,860
2,550
4,624
528

14,562

Preferred Stock, no par value. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Repurchased Preferred Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

41
(132)

41
(120)

Common Shareholders’ Equity
Common stock, par value 1 2/3¢ per share (authorized 3,600 shares, issued 1,782 shares) . . . . . . . . . . . . . . . . . .
Capital in excess of par value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated other comprehensive loss. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Less: repurchased common stock, at cost (177 and 144 shares, respectively) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Common Shareholders’ Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Liabilities and Shareholders’ Equity. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

See accompanying notes to consolidated financial statements.

30
450
28,184
(952)
27,712
(10,387)
17,325
$34,628

30
584
24,837
(2,246)
23,205
(7,758)
15,447
$29,930

Consolidated Statement of Common
Consolidated Statement of Common
Shareholders’ Equity
Shareholders’ Equity

PepsiCo, Inc. and Subsidiaries
Fiscal years ended December 29, 2007, December 30, 2006 and December 31, 2005

(in millions)

Amount

Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,782

1,782

2007

2006

2005

Capital in Excess of Par Value

Balance, beginning of year . . . . . . . . . . . . . . . . . . .
Stock-based compensation expense . . . . . . . . . . . .
Stock option exercises/RSUs converted(a) . . . . . . . . .
Withholding tax on RSUs converted . . . . . . . . . . . .
Balance, end of year . . . . . . . . . . . . . . . . . . . . . . . .

Retained Earnings

Balance, beginning of year . . . . . . . . . . . . . . . . . . .
Adoption of FIN 48. . . . . . . . . . . . . . . . . . . . . . . . .
Adjusted balance, beginning of year . . . . . . . . . . . .
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash dividends declared — common . . . . . . . . . . .
Cash dividends declared — preferred . . . . . . . . . . .
Cash dividends declared — RSUs . . . . . . . . . . . . . .
Balance, end of year . . . . . . . . . . . . . . . . . . . . . . . .

Accumulated Other Comprehensive Loss

Balance, beginning of year . . . . . . . . . . . . . . . . . . .
Currency translation adjustment . . . . . . . . . . . . . . .
Cash flow hedges, net of tax:
Net derivative (losses)/gains . . . . . . . . . . . . . . . .
Reclassification of losses/(gains) to net income . .
Adoption of SFAS 158 . . . . . . . . . . . . . . . . . . . . . .
Pension and retiree medical, net of tax:
Net pension and retiree medical gains . . . . . . . .
Reclassification of net losses to net income. . . . .
Minimum pension liability adjustment, net of tax . .
Unrealized gain on securities, net of tax . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance, end of year . . . . . . . . . . . . . . . . . . . . . . . .

Repurchased Common Stock

Balance, beginning of year . . . . . . . . . . . . . . . . . . .
Share repurchases . . . . . . . . . . . . . . . . . . . . . . . . .
Stock option exercises . . . . . . . . . . . . . . . . . . . . . .
Other, primarily RSUs converted . . . . . . . . . . . . . . .
Balance, end of year . . . . . . . . . . . . . . . . . . . . . . . .

(144)
(64)
28
3
(177)

Total Common Shareholders’ Equity . . . . . . . . . . . .

Comprehensive Income

Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Currency translation adjustment . . . . . . . . . . . . . . .
Cash flow hedges, net of tax. . . . . . . . . . . . . . . . . .
Minimum pension liability adjustment, net of tax . .
Pension and retiree medical, net of tax:
Net prior service cost . . . . . . . . . . . . . . . . . . . . .
Net gains . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unrealized gain on securities, net of tax . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Comprehensive Income . . . . . . . . . . . . . . . . . .

584
260
(347)
(47)
450

24,837
7
24,844
5,658
(2,306)
(2)
(10)
28,184

(2,246)
719

(60)
21
–

464
135
–
9
6
(952)

(7,758)
(4,300)
1,582
89
(10,387)

$17,325

2007

$5,658
719
(39)
–

(105)
704
9
6
$6,952

614
270
(300)
–
584

21,116
–
–
5,642
(1,912)
(1)
(8)
24,837

(1,053)
465

(18)
(5)
(1,782)

–
–
138
9
–
(2,246)

(6,387)
(3,000)
1,619
10
(7,758)

$ 15,447

2006

$5,642
465
(23)
5

–
–
9
–
$6,098

(126)
(49)
31
–
(144)

618
311
(315)
–
614

18,730
–
–
4,078
(1,684)
(3)
(5)
21,116

(886)
(251)

54
(8)
–

–
–
16
24
(2)
(1,053)

(4,920)
(2,995)
1,523
5
(6,387)

$ 14,320

2005

$4,078
(251)
46
16

–
–
24
(2)
$3,911

(103)
(54)
31
–
(126)

(a) Includes total tax benefits of $216 million in 2007, $130 million in 2006 and $125 million in 2005.
See accompanying notes to consolidated financial statements.

Notes to Consolidated Financial Statements
Notes to Consolidated Financial Statements
Note 1 — Basis of Presentation and Our Divisions

Basis of Presentation
Our ﬁ nancial statements include the
consolidated accounts of PepsiCo, Inc.
and the afﬁ liates that we control. In
addition, we include our share of the
results of certain other afﬁ liates based on
our economic ownership interest. We do
not control these other afﬁ liates, as our
ownership in these other afﬁ liates is gen-
erally less than 50%. Our share of the net
income of our anchor bottlers is reported
in our income statement as bottling
equity income. Bottling equity income also
includes any changes in our ownership
interests of these afﬁ liates. Bottling
equity income includes $174 million,
$186 million and $126 million of pre-tax
gains on our sales of PBG stock in 2007,
2006 and 2005, respectively. See Note 8
for additional information on our sig-
niﬁ cant noncontrolled bottling afﬁ liates.
Intercompany balances and transactions
are eliminated. In 2005, we had an addi-
tional week of results (53rd week). Our
ﬁ scal year ends on the last Saturday of
each December, resulting in an additional
week of results every ﬁ ve or six years.

Our Divisions
We manufacture or use contract manu-
facturers, market and sell a variety of salty,
sweet and grain-based snacks, carbon-
ated and non-carbonated beverages, and
foods through our North American and
international business divisions. Our North
American divisions include the U.S. and
Canada. Division results are based on how
our Chief Executive Ofﬁ cer assesses the
performance of and allocates resources
to our divisions. For additional unaudited
information on our divisions, see “Our
Operations” in Management’s Discussion
and Analysis. The accounting policies
for the divisions are the same as those
described in Note 2, except for the follow-
ing certain allocation methodologies:
(cid:129)
(cid:129)

stock-based compensation expense,
pension and retiree medical
expense, and
derivatives.

(cid:129)

Beginning in the ﬁ rst quarter of 2007,
income for certain non-consolidated inter-
national bottling interests was reclassiﬁ ed
from bottling equity income and corpo-
rate unallocated results to PI’s division
operating results, to be consistent with
PepsiCo’s internal management account-
ability. Prior period amounts have been
adjusted to reﬂ ect this reclassiﬁ cation.

Raw materials, direct labor and plant

overhead, as well as purchasing and
receiving costs, costs directly related to
production planning, inspection costs
and raw material handling facilities, are
included in cost of sales. The costs of
moving, storing and delivering ﬁ nished
product are included in selling, general
and administrative expenses.

The preparation of our consolidated
ﬁ nancial statements in conformity with
generally accepted accounting prin-
ciples requires us to make estimates
and assumptions that affect reported
amounts of assets, liabilities, revenues,
expenses and disclosure of contingent
assets and liabilities. Estimates are used

Stock-Based Compensation Expense
Our divisions are held accountable for
stock-based compensation expense and,
therefore, this expense is allocated to
our divisions as an incremental employee
compensation cost. The allocation of
stock-based compensation expense in
2007 was approximately 29% to FLNA,
17% to PBNA, 34% to PI, 4% to QFNA
and 16% to corporate unallocated
expenses. We had similar allocations of
stock-based compensation expense to our
divisions in 2006 and 2005. The expense
allocated to our divisions excludes any
impact of changes in our Black-Scholes
assumptions during the year which reﬂ ect
market conditions over which division
management has no control. Therefore,
any variances between allocated expense
and our actual expense are recognized in
corporate unallocated expenses.

in determining, among other items, sales
incentives accruals, tax reserves, stock-
based compensation, pension and retiree
medical accruals, useful lives for intangible
assets, and future cash ﬂ ows associated
with impairment testing for perpetual
brands, goodwill and other long-lived
assets. Actual results could differ from
these estimates.

See “Our Divisions” below and for
additional unaudited information on
items affecting the comparability of our
consolidated results, see “Items Affecting
Comparability” in Management’s
Discussion and Analysis.

Tabular dollars are in millions, except
per share amounts. All per share amounts
reﬂ ect common per share amounts, assume
dilution unless noted, and are based on
unrounded amounts. Certain reclassiﬁ ca-
tions were made to prior years’ amounts to
conform to the 2007 presentation.

Pension and Retiree Medical Expense
Pension and retiree medical service costs
measured at a ﬁ xed discount rate, as
well as amortization of gains and losses
due to demographics, including sal-
ary experience, are reﬂ ected in division
results for North American employees.
Division results also include interest costs,
measured at a ﬁ xed discount rate, for
retiree medical plans. Interest costs for
the pension plans, pension asset returns
and the impact of pension funding,
and gains and losses other than those
due to demographics, are all reﬂ ected
in corporate unallocated expenses. In
addition, corporate unallocated expenses
include the difference between the service
costs measured at a ﬁ xed discount rate
(included in division results as noted
above) and the total service costs deter-
mined using the Plans’ discount rates as
disclosed in Note 7.

Derivatives
Beginning in the fourth quarter of 2005,
we began centrally managing commod-
ity derivatives on behalf of our divisions.
Certain of the commodity derivatives,
primarily those related to the purchase
of energy for use by our divisions, do not
qualify for hedge accounting treatment.
These derivatives hedge underlying com-
modity price risk and were not entered
into for speculative purposes. Such
derivatives are marked to market with
the resulting gains and losses recognized
in corporate unallocated expenses.
These gains and losses are subsequently
reﬂ ected in division results when the

divisions take delivery of the underlying
commodity. Therefore, division results
reﬂ ect the contract purchase price of the
energy or other commodities.

In the second quarter of 2007, we
expanded our commodity hedging pro-
gram to include derivative contracts used
to mitigate our exposure to price changes
associated with our purchases of fruit.
Similar to our energy contracts, these con-
tracts 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 then subsequently
reﬂ ected in divisional results.

New Organizational Structure
In the fourth quarter of 2007, we
announced a strategic realignment of our
organizational structure. For additional
unaudited information on our new orga-
nizational structure, see “Our Operations”
in Management’s Discussion and Analysis.
In the ﬁ rst quarter of 2008, our histori-
cal segment reporting will be restated to
reﬂ ect the new structure. The segment
amounts and discussions reﬂ ected in this
annual report reﬂ ect the management
reporting that existed through ﬁ scal year-
end 2007.

Frito-Lay
North America
(FLNA)

PepsiCo
Beverages
North America
(PBNA)

PepsiCo
International
(PI)

Quaker Foods
North America
(QFNA)

FLNA
PBNA
PI
QFNA
Total division
Corporate

Net Revenue

Operating Proﬁ t

2007
$11,586
10,230
15,798
1,860
39,474
–
$39,474

2006
$10,844
9,565
12,959
1,769
35,137
–
$35,137

2005
$10,322
9,146
11,376
1,718
32,562
–
$32,562

2007
$2,845
2,188
2,322
568
7,923
(753)
$7,170

2006
$2,615
2,055
2,016
554
7,240
(738)
$6,502

2005
$2,529
2,037
1,661
537
6,764
(780)
$5,984

Net Revenue

Division Operating Profit

QFNA
5%

PI
40%

FLNA
29%

PBNA
26%

QFNA
7%

PI
29%

FLNA
36%

PBNA
28%

Corporate
Corporate includes costs of our corpo-
rate headquarters, centrally managed
initiatives, such as our ongoing business
transformation initiative in North America,
unallocated insurance and beneﬁ t pro-
grams, foreign exchange transaction gains
and losses, and certain commodity deriva-
tive gains and losses, as well as proﬁ t-
in-inventory elimination adjustments for
our noncontrolled bottling afﬁ liates and
certain other items.

Other Division Information

FLNA
PBNA
PI
QFNA
Total division
Corporate(a)
Investments in bottling affiliates

Total Assets

Capital Spending

2007
$ 6,270
7,130
14,747
1,002
29,149
2,124
3,355
$34,628

2006
$ 5,969
6,567
11,571
1,003
25,110
1,739
3,081
$29,930

2005
$ 5,948
6,316
10,229
989
23,482
5,331
2,914
$31,727

2007
$ 624
430
1,108
41
2,203
227
–
$2,430

2006
$ 499
492
835
31
1,857
211
–
$2,068

2005
$ 512
320
667
31
1,530
206
–
$1,736

(a) Corporate assets consist principally of cash and cash equivalents, short-term investments, and property, plant and equipment.

Total Assets

Capital Spending

Net Revenue

Long-Lived Assets

QFNA
3%

Other
16%

FLNA
18%

QFNA
2%

Corporate
9%

PBNA
20%

PI
45%

PI
43%

FLNA
PBNA
PI
QFNA
Total division
Corporate

U.S.
Mexico
United Kingdom
Canada
All other countries

FLNA
26%

PBNA
18%

Other
25%

Mexico
9%

Canada
5%

United
Kingdom
5%

United States
56%

United States
55%

Other
28%

Mexico
5%

Canada
3%

United
Kingdom
9%

Amortization of
Intangible Assets

Depreciation and
Other Amortization

2006
$ 9
77
76
–
162
–
$162

2005
$ 3
76
71
–
150
–
$150

2007
$ 437
302
564
34
1,337
31
$1,368

2006
$ 432
282
478
33
1,225
19
$1,244

2005
$ 419
264
420
34
1,137
21
$1,158

Net Revenue (a)

Long-Lived Assets(b)

2006
$20,788
3,228
1,839
1,702
7,580
$35,137

2005
$19,937
3,095
1,821
1,509
6,200
$32,562

2007
$12,498
1,067
2,090
699
6,441
$22,795

2006
$11,515
996
1,995
589
4,725
$19,820

2005
$10,723
902
1,715
582
3,948
$17,870

2007
$ 9
11
38
–
58
–
$58

2007
$21,978
3,498
1,987
1,961
10,050
$39,474

(a) Represents net revenue from businesses operating in these countries.
(b) Long-lived assets represent property, plant and equipment, nonamortizable intangible assets, amortizable intangible assets, and investments in noncontrolled

affiliates. These assets are reported in the country where they are primarily used.

Note 2 — Our Signiﬁ cant Accounting Policies

Revenue Recognition
We recognize revenue upon shipment
or delivery to our customers based on
written sales terms that do not allow for
a right of return. However, our policy for
DSD and chilled products is to remove and
replace damaged and out-of-date prod-
ucts from store shelves to ensure that our
consumers receive the product quality and
freshness that they expect. Similarly, our
policy for warehouse-distributed products
is to replace damaged and out-of-date
products. Based on our historical experi-
ence with this practice, we have reserved
for anticipated damaged and out-of-date
products. For additional unaudited infor-
mation on our revenue recognition and
related policies, including our policy on
bad debts, see “Our Critical Accounting
Policies” in Management’s Discussion and
Analysis. We are exposed to concentration
of credit risk by our customers, Wal-Mart
and PBG. In 2007, Wal-Mart (including
Sam’s) represented approximately 12% of
our total net revenue, including concen-
trate sales to our bottlers which are used
in ﬁ nished goods sold by them to Wal-
Mart; and PBG represented approximately
9%. We have not experienced credit
issues with these customers.

Sales Incentives and Other
Marketplace Spending
We offer sales incentives and discounts
through various programs to our custom-
ers and consumers. Sales incentives and
discounts are accounted for as a reduction
of revenue and totaled $11.3 billion in
2007, $10.1 billion in 2006 and $8.9 billion
in 2005. While most of these incentive
arrangements have terms of no more than
one year, certain arrangements, such as
fountain pouring rights, extend beyond
one year. Costs incurred to obtain these
arrangements are recognized over the
shorter of the economic or contractual
life, as a reduction of revenue, and the
remaining balances of $287 million at
December 29, 2007 and $297 million
at December 30, 2006 are included in
current assets and other assets on our

balance sheet. For additional unaudited
information on our sales incentives, see
“Our Critical Accounting Policies” in
Management’s Discussion and Analysis.
Other marketplace spending, which
includes the costs of advertising and other
marketing activities, totaled $2.9 billion in
2007, $2.7 billion in 2006 and $2.8 billion
in 2005 and is reported as selling, general
and administrative expenses. Included in
these amounts were advertising expenses
of $1.9 billion in 2007, $1.7 billion in
2006 and $1.8 billion in 2005. Deferred
advertising costs are not expensed until
the year ﬁ rst used and consist of:
media and personal service
(cid:129)
prepayments,
promotional materials in inventory, and
production costs of future media
advertising.
Deferred advertising costs of $160 million

(cid:129)
(cid:129)

and $171 million at year-end 2007 and
2006, respectively, are classiﬁ ed as prepaid
expenses on our balance sheet.

Distribution Costs
Distribution costs, including the costs
of shipping and handling activities, are
reported as selling, general and adminis-
trative expenses. Shipping and handling
expenses were $5.1 billion in 2007,
$4.6 billion in 2006 and $4.1 billion in 2005.

Cash Equivalents
Cash equivalents are investments with
original maturities of three months or
less which we do not intend to rollover
beyond three months.

Software Costs
We capitalize certain computer software
and software development costs incurred
in connection with developing or obtain-
ing computer software for internal use
when both the preliminary project stage
is completed and it is probable that
the software will be used as intended.
Capitalized software costs include only
(i) external direct costs of materials and
services utilized in developing or obtain-
ing computer software, (ii) compensation

and related beneﬁ ts for employees who
are directly associated with the software
project and (iii) interest costs incurred
while developing internal-use computer
software. Capitalized software costs are
included in property, plant and equipment
on our balance sheet and amortized on
a straight-line basis when placed into
service over the estimated useful lives of
the software, which approximate ﬁ ve to
seven years. Net capitalized software and
development costs were $652 million at
December 29, 2007 and $537 million at
December 30, 2006.

Commitments and Contingencies
We are subject to various claims and
contingencies related to lawsuits, taxes
and environmental matters, as well as
commitments under contractual and other
commercial obligations. We recognize
liabilities for contingencies and com-
mitments when a loss is probable and
estimable. For additional information on
our commitments, see Note 9.

Research and Development
We engage in a variety of research and
development activities. These activities
principally involve the development of
new products, improvement in the quality
of existing products, improvement and
modernization of production processes,
and the development and implementation
of new technologies to enhance the qual-
ity and value of both current and pro-
posed product lines. Consumer research is
excluded from research and development
costs and included in other marketing
costs. Research and development costs
were $364 million in 2007, $282 million
in 2006 and $280 million in 2005 and are
reported as selling, general and adminis-
trative expenses.

Other Significant Accounting Policies
Our other signiﬁ cant accounting policies
are disclosed as follows:
(cid:129)

Property, Plant and Equipment and
Intangible Assets — Note 4, and for
additional unaudited information on
brands and goodwill, see “Our Critical
Accounting Policies” in Management’s
Discussion and Analysis.
Income Taxes — Note 5, and for
additional unaudited information, see
“Our Critical Accounting Policies” in
Management’s Discussion and Analysis.
Pension, Retiree Medical and Savings
Plans — Note 7, and for additional
unaudited information, see “Our
Critical Accounting Policies” in
Management’s Discussion and Analysis.
Risk Management — Note 10, and for
additional unaudited information, see
“Our Business Risks” in Management’s
Discussion and Analysis.

(cid:129)

Recent Accounting Pronouncements
In September 2006, the SEC issued SAB
108 to address diversity in practice in
quantifying ﬁ nancial statement misstate-
ments. SAB 108 requires that we quantify
misstatements based on their impact
on each of our ﬁ nancial statements and
related disclosures. On December 30,
2006, we adopted SAB 108. Our adoption
of SAB 108 did not impact our ﬁ nancial
statements.

In September 2006, the FASB issued
SFAS 157 which deﬁ nes fair value, estab-
lishes a framework for measuring fair
value, and expands disclosures about fair
value measurements. The provisions of
SFAS 157 are effective as of the beginning
of our 2008 ﬁ scal year. However, the FASB
has deferred the effective date of SFAS
157, until the beginning of our 2009 ﬁ scal
year, as it relates to fair value measure-
ment requirements for nonﬁ nancial assets
and liabilities that are not remeasured
at fair value on a recurring basis. We

are currently evaluating the impact of
adopting SFAS 157 on our ﬁ nancial state-
ments. We do not expect our adoption to
have a material impact on our ﬁ nancial
statements.

In February 2007, the FASB issued SFAS

159 which permits entities to choose
to measure many ﬁ nancial instruments
and certain other items at fair value. The
provisions of SFAS 159 are effective as of
the beginning of our 2008 ﬁ scal year. Our
adoption of SFAS 159 will not impact our
ﬁ nancial statements.

In December 2007, the FASB issued
SFAS 141R and SFAS 160 to improve,
simplify, and converge internationally the
accounting for business combinations and
the reporting of noncontrolling interests
in consolidated ﬁ nancial statements. The
provisions of SFAS 141R and SFAS 160 are
effective as of the beginning of our 2009
ﬁ scal year. We are currently evaluating the
impact of adopting SFAS 141R and SFAS
160 on our ﬁ nancial statements.

Note 3 — Restructuring and Impairment Charges

2007 Restructuring and
Impairment Charge
In 2007, we incurred a charge of $102 million
($70 million after-tax or $0.04 per share)
in conjunction with restructuring actions
primarily to close certain plants and
rationalize other production lines across

FLNA, PBNA and PI. The charge was
comprised of $57 million of asset impair-
ments, $33 million of severance and other
employee-related costs and $12 million of
other costs and was recorded in selling,
general and administrative expenses in
our income statement. Employee-related

costs primarily reﬂ ect the termination
costs for approximately 1,100 employees.
Substantially all cash payments related to
this charge are expected to be paid by the
end of 2008.

A summary of the restructuring and impairment charge by division is as follows:

FLNA
PBNA
PI

Asset Impairments
$ 19
–
38
$57

Severance and Other
Employee Costs
$ –
11
22
$33

Other Costs
$ 9
–
3
$12

Total
$ 28
11
63
$102

2006 Restructuring and
Impairment Charge
In 2006, we incurred a charge of
$67 million ($43 million after-tax or $0.03
per share) in conjunction with consolidat-
ing the manufacturing network at FLNA

by closing two plants in the U.S., and
rationalizing other assets, to increase
manufacturing productivity and sup-
ply chain efﬁ ciencies. The charge was
comprised of $43 million of asset impair-
ments, $14 million of severance and other

employee-related costs and $10 million
of other costs. Employee-related costs
primarily reﬂ ect the termination costs for
approximately 380 employees. All cash
payments related to this charge were paid
by the end of 2007.

2005 Restructuring Charge
In 2005, we incurred a charge of $83 million
($55 million after-tax or $0.03 per share)
in conjunction with actions taken to
reduce costs in our operations, principally

through headcount reductions. Of this
charge, $34 million related to FLNA,
$21 million to PBNA, $16 million to PI
and $12 million to Corporate. Most of
this charge related to the termination

of approximately 700 employees. As of
December 30, 2006, all terminations had
occurred, and as of December 29, 2007,
no accrual remains.

Note 4 — Property, Plant and Equipment and Intangible Assets

Property, plant and equipment, net
Land and improvements
Buildings and improvements
Machinery and equipment, including fleet and software
Construction in progress

Accumulated depreciation

Depreciation expense
Amortizable intangible assets, net
Brands
Other identifiable intangibles

Accumulated amortization

Amortization expense

Average Useful Life

2007

2006

2005

10 – 34 yrs.
20 – 44
5 – 14

5 – 40
3 – 15

$
864
4,577
14,471
1,984
21,896
(10,668)
$ 11,228
$1,304

$ 1,476
344
1,820
(1,024)
$ 796
$58

$ 756
4,095
12,768
1,439
19,058
(9,371)
$ 9,687
$1,182

$1,288
290
1,578
(941)
$ 637
$162

$1,103

$150

Property, plant and equipment is

recorded at historical cost. Depreciation
and amortization are recognized on a
straight-line basis over an asset’s esti-
mated useful life. Land is not depreciated
and construction in progress is not depre-
ciated until ready for service. Amortization

of intangible assets for each of the next
ﬁ ve years, based on average 2007 foreign
exchange rates, is expected to be
$62 million in 2008, $60 million in 2009,
$60 million in 2010, $59 million in 2011
and $59 million in 2012.

Depreciable and amortizable assets
are only evaluated for impairment upon
a signiﬁ cant change in the operating or
macroeconomic environment. In these
circumstances, if an evaluation of the
undiscounted cash ﬂ ows indicates impair-
ment, the asset is written down to its
estimated fair value, which is based on
discounted future cash ﬂ ows. Useful lives
are periodically evaluated to determine
whether events or circumstances have

occurred which indicate the need for
revision. For additional unaudited infor-
mation on our amortizable brand policies,
see “Our Critical Accounting Policies” in
Management’s Discussion and Analysis.

Nonamortizable Intangible Assets
Perpetual brands and goodwill are
assessed for impairment at least annu-
ally. If the carrying amount of a perpetual
brand exceeds its fair value, as determined

by its discounted cash ﬂ ows, an impair-
ment loss is recognized in an amount
equal to that excess. No impairment
charges resulted from the required impair-
ment evaluations. The change in the book
value of nonamortizable intangible assets
is as follows:

FLNA
Goodwill
PBNA
Goodwill
Brands

PI
Goodwill
Brands

QFNA
Goodwill
Corporate
Pension intangible
Total goodwill
Total brands
Total pension intangible

Balance,
Beginning 2006

Acquisitions

Translation
and Other

Balance,

End of 2006 Acquisitions

Translation
Balance,
and Other End of 2007

$ 145

$139

$ –

$ 284

$ –

$ 27

$ 311

2,164
59
2,223

1,604
1,026
2,630

175

1
4,088
1,085
1
$5,174

39
–
39

183
–
183

–

–
361
–
–
$361

–
–
–

145
127
272

2,203
59
2,262

1,932
1,153
3,085

–

175

(1)
145
127
(1)
$271

–
4,594
1,212
–
$5,806

146
–
146

236
–
236

–

–
382
–
–
$382

20
–
20

146
36
182

2,369
59
2,428

2,314
1,189
3,503

–

175

–
193
36
–
$229

–
5,169
1,248
–
$6,417

Note 5 — Income Taxes

Income before income taxes
U.S. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Provision for income taxes
Current: U.S. Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Deferred: U.S. Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Tax rate reconciliation
U.S. Federal statutory tax rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
State income tax, net of U.S. Federal tax benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Lower taxes on foreign results . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tax settlements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Taxes on AJCA repatriation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other, net. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Annual tax rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred tax liabilities
Investments in noncontrolled affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Intangible assets other than nondeductible goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Pension benefits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gross deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred tax assets
Net carryforwards. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Stock-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Retiree medical benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other employee-related benefits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Pension benefits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deductible state tax and interest benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gross deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Valuation allowances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred tax assets, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net deferred tax liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred taxes included within:
Assets:

2007

2006

2005

$4,085
3,546
$7,631

$3,844
3,145
$6,989

$3,175
3,207
$6,382

$1,422
489
104
2,015
22
(66)
2
(42)
$1,973

$ 776
569
56
1,401
(31)
(16)
(7)
(54)
$1,347

$1,638
426
118
2,182
137
(26)
11
122
$2,304

35.0%

0.9
(6.5)
(1.7)
–
(1.8)
25.9%

0.5
(6.5)
(8.6)
–
(1.1)
19.3%

1.4
(6.5)
–
7.0
(0.8)
36.1%

$1,163
828
280
148
136
2,555

722
425
528
447
–
189
618
2,929
(695)
2,234
$ 321

$1,103
784
169
–
248
2,304

667
443
541
342
38
–
592
2,623
(624)
1,999
$ 305

Prepaid expenses and other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$325

$223

Liabilities:

Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$646

$528

Analysis of valuation allowances
Balance, beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Provision/(benefit) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other additions/(deductions). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance, end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$624
39
32
$695

$532
71
21
$624

$564
(28)
(4)
$532

For additional unaudited information

on our income tax policies, includ-
ing our reserves for income taxes, see
“Our Critical Accounting Policies” in
Management’s Discussion and Analysis.
In 2007, we recognized $129 million
of non-cash tax beneﬁ ts related to the
favorable resolution of certain foreign tax
matters. In 2006, we recognized non-cash
tax beneﬁ ts of $602 million, substantially
all of which related to the IRS’s exami-
nation of our consolidated income tax
returns for the years 1998 through 2002.
In 2005, we repatriated approximately
$7.5 billion in earnings previously consid-
ered indeﬁ nitely reinvested outside the
U.S. and recorded income tax expense
of $460 million related to the AJCA. The
AJCA created a one-time incentive for
U.S. corporations to repatriate undistrib-
uted international earnings by providing
an 85% dividends received deduction.

Reserves
A number of years may elapse before
a particular matter, for which we have
established a reserve, is audited and ﬁ nally
resolved. The number of years with open
tax audits varies depending on the tax
jurisdiction. Our major taxing jurisdictions
and the related open tax audits are as
follows:
(cid:129)

the U.S. — in 2006, the IRS issued a
Revenue Agent’s Report (RAR) related
to the years 1998 through 2002. We
are in agreement with their conclu-
sion, except for one matter which we
continue to dispute. We made the
appropriate cash payment during 2006

(cid:129)

to settle the agreed-upon issues, and
we do not anticipate the resolution of
the open matter will signiﬁ cantly impact
our ﬁ nancial statements. In 2007,
the IRS initiated their audit of our
U.S. tax returns for the years 2003
through 2005;
Mexico — in 2006, we completed and
agreed with the conclusions of an audit
of our tax returns for the years 2001
through 2005;
the United Kingdom — audits have
been completed for all taxable years
prior to 2004; and
Canada — audits have been completed
for all taxable years through 2004. We
are disputing some of the adjustments
for the years 1999 through 2004. We
do not anticipate the resolution of the
1999 through 2004 tax years will signif-
icantly impact our ﬁ nancial statements.
The Canadian tax return for 2005 is cur-
rently under audit and no adjustments
are expected to signiﬁ cantly impact our
ﬁ nancial statements.

While it is often difﬁ cult to predict the
ﬁ nal outcome or the timing of resolution
of any particular tax matter, we believe
that our reserves reﬂ ect the probable
outcome of known tax contingencies.
We adjust these reserves, as well as the
related interest, in light of changing facts
and circumstances. Settlement of any par-
ticular issue would usually require the use
of cash. Favorable resolution would be
recognized as a reduction to our annual
tax rate in the year of resolution.

For further unaudited information on
the impact of the resolution of open tax
issues, see “Other Consolidated Results.”
In 2006, the FASB issued FIN 48, which

clariﬁ es the accounting for uncertainty
in tax positions. FIN 48 requires that we
recognize in our ﬁ nancial statements the
impact of a tax position, if that position
is more likely than not of being sustained
on audit, based on the technical merits of
the position. We adopted the provisions
of FIN 48 as of the beginning of our 2007
ﬁ scal year. As a result of our adoption
of FIN 48, we recognized a $7 million
decrease to reserves for income taxes,
with a corresponding increase to opening
retained earnings.

As of December 29, 2007, the total

gross amount of reserves for income
taxes, reported in other liabilities, was
$1.5 billion. Of that amount, $1.4 billion,
if recognized, would affect our effective
tax rate. Any prospective adjustments
to our reserves for income taxes will
be recorded as an increase or decrease
to our provision for income taxes and
would impact our effective tax rate. In
addition, we accrue interest related to
reserves for income taxes in our provi-
sion for income taxes and any associated
penalties are recorded in selling, general
and administrative expenses. The gross
amount of interest accrued, reported in
other liabilities, was $338 million as of
December 29, 2007, of which $34 million
was recognized in 2007.

A rollforward of our reserves in 2007
for all federal, state and foreign tax juris-
dictions, is as follows:

Balance, beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
FIN 48 adoption adjustment to retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Reclassification of deductible state tax and

interest benefits to other balance sheet accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjusted balance, beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Additions for tax positions related to the current year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Additions for tax positions from prior years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Reductions for tax positions from prior years. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Settlement payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Statute of limitations expiration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Currency translation adjustment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance, end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$1,435
(7)

(144)
1,284
264
151
(73)
(174)
(7)
16
$1,461

Carryforwards and Allowances
Operating loss carryforwards totaling
$7.1 billion at year-end 2007 are being
carried forward in a number of foreign
and state jurisdictions where we are
permitted to use tax operating losses from
prior periods to reduce future taxable
income. These operating losses will expire
as follows: $0.5 billion in 2008, $5.6 billion
between 2009 and 2027 and $1.0 billion
may be carried forward indeﬁ nitely. We

establish valuation allowances for our
deferred tax assets if, based on the avail-
able evidence, it is more likely than not
that some portion or all of the deferred
tax assets will not be realized.

Undistributed International Earnings
At December 29, 2007, we had approxi-
mately $14.7 billion of undistributed
international earnings. We intend to con-
tinue to reinvest earnings outside the U.S.

for the foreseeable future and, therefore,
have not recognized any U.S. tax expense
on these earnings.

Mexico Tax Legislation
In October 2007, Mexico enacted new tax
legislation effective January 1, 2008. The
deferred tax impact was not material and
is reﬂ ected in our effective tax rate in 2007.

Note 6 — Stock-Based Compensation

Our stock-based compensation program
is a broad-based program designed to
attract and retain employees while also
aligning employees’ interests with the
interests of our shareholders. A majority
of our employees participate in our stock-
based compensation program, which
includes our broad-based SharePower pro-
gram established in 1989 to grant an an-
nual award of stock options to all eligible
employees, based on job level or clas-
siﬁ cation and, in the case of international
employees, tenure as well. In addition,
members of our Board of Directors par-
ticipate in our stock-based compensation
program in connection with their service
on our Board. Beginning in 2007, mem-
bers of our Board of Directors no longer
receive stock-based compensation grants.
Stock options and restricted stock units
(RSU) are granted to employees under the
shareholder-approved 2007 Long-Term
Incentive Plan (LTIP), our only active stock-
based plan. Stock-based compensation
expense was $260 million in 2007,
$270 million in 2006 and $311 million
in 2005. Related income tax beneﬁ ts
recognized in earnings were $77 million in
2007, $80 million in 2006 and $87 million

in 2005. Stock-based compensation cost
capitalized in connection with our ongo-
ing business transformation initiative was
$3 million in 2007, $3 million in 2006 and
$4 million in 2005. At year-end 2007,
67 million shares were available for future
stock-based compensation grants.

Method of Accounting and
Our Assumptions
We account for our employee stock
options, which include grants under our
executive program and broad-based
SharePower program, under the fair value
method of accounting using a Black-
Scholes valuation model to measure stock
option expense at the date of grant. All
stock option grants have an exercise price
equal to the fair market value of our
common stock on the date of grant and
generally have a 10-year term. The fair
value of stock option grants is amortized
to expense over the vesting period,
generally three years. Executives who are
awarded long-term incentives based on
their performance are offered the choice
of stock options or RSUs. Executives who
elect RSUs receive one RSU for every four
stock options that would have otherwise

been granted. Senior ofﬁ cers do not have
a choice and are granted 50% stock
options and 50% RSUs. RSU expense is
based on the fair value of PepsiCo stock
on the date of grant and is amortized over
the vesting period, generally three years.
Each RSU is settled in a share of our stock
after the vesting period. Vesting of RSU
awards for senior ofﬁ cers is contingent
upon the achievement of pre-established
performance targets. There have been no
reductions to the exercise price of previ-
ously issued awards, and any repricing
of awards would require approval of
our shareholders.

On January 1, 2006, we adopted
SFAS 123R under the modiﬁ ed prospec-
tive method. Since we had previously
accounted for our stock-based compensa-
tion plans under the fair value provisions
of SFAS 123, our adoption did not signiﬁ -
cantly impact our ﬁ nancial position or our
results of operations. Under SFAS 123R,
actual tax beneﬁ ts recognized in excess of
tax beneﬁ ts previously established upon
grant are reported as a ﬁ nancing cash
inﬂ ow. Prior to adoption, such excess tax
beneﬁ ts were reported as an operating
cash inﬂ ow.

Our weighted-average Black-Scholes fair value assumptions are as follows:

Expected life
Risk free interest rate
Expected volatility
Expected dividend yield

2007
6 yrs.
4.8%
15%
1.9%

2006
6 yrs.
4.5%
18%
1.9%

2005
6 yrs.
3.8%
23%
1.8%

The expected life is the period over
which our employee groups are expected
to hold their options. It is based on our
historical experience with similar grants.
The risk free interest rate is based on
the expected U.S. Treasury rate over the

expected life. Volatility reﬂ ects move-
ments in our stock price over the most
recent historical period equivalent to the
expected life. Dividend yield is estimated
over the expected life based on our
stated dividend policy and forecasts

of net income, share repurchases and
stock price.

A summary of our stock-based com-

pensation activity for the year ended
December 29, 2007 is presented below:

Our Stock Option Activity
Outstanding at December 30, 2006
Granted
Exercised
Forfeited/expired
Outstanding at December 29, 2007
Exercisable at December 29, 2007

Average
Price(b)

Average
Life
(years)(c)

Aggregate
Intrinsic
Value(d)

$44.24
65.12
39.34
56.04
$47.47
$42.65

5.26
3.97

$3,216,316
$2,590,994

Options(a)
127,749
11,671
(28,116)
(2,496)
108,808
75,365

(a) Options are in thousands and include options previously granted under Quaker plans. No additional options or shares may be granted under the Quaker plans.
(b) Weighted-average exercise price.
(c) Weighted-average contractual life remaining.
(d) In thousands.

Our RSU Activity
Outstanding at December 30, 2006
Granted
Converted
Forfeited/expired
Outstanding at December 29, 2007

(a) RSUs are in thousands.
(b) Weighted-average intrinsic value at grant date.
(c) Weighted-average contractual life remaining.
(d) In thousands.

Other Stock-Based Compensation Data
Stock Options
Weighted-average fair value of options granted
Total intrinsic value of options exercised(a)
RSUs
Total number of RSUs granted(a)
Weighted-average intrinsic value of RSUs granted
Total intrinsic value of RSUs converted(a)

(a) In thousands.

Average
Intrinsic
Value(b)
$53.38
65.21
47.83
$57.73
$58.63

RSUs(a)
7,885
2,342
(2,361)
(496)
7,370

Average
Life
(years)(c)

Aggregate
Intrinsic
Value(d)

1.28

$567,706

2007

2006

2005

$13.56
$826,913

2,342
$65.21
$125,514

$12.81
$686,242

$13.45
$632,603

2,992
$58.22
$10,934

3,097
$53.83
$4,974

At December 29, 2007, there was $287 million of total unrecognized compensation cost related to nonvested share-based
compensation grants. This unrecognized compensation is expected to be recognized over a weighted-average period of 1.5 years.

Note 7 — Pension, Retiree Medical and Savings Plans

Our pension plans cover full-time employ-
ees in the U.S. and certain international
employees. Beneﬁ ts are determined based
on either years of service or a combina-
tion of years of service and earnings. U.S.
and Canada retirees are also eligible for
medical and life insurance beneﬁ ts (retiree
medical) if they meet age and service re-
quirements. Generally, our share of retiree
medical costs is capped at speciﬁ ed dollar
amounts, which vary based upon years
of service, with retirees contributing the
remainder of the costs.

Other gains and losses resulting from

in expense for the following year. The cost
or beneﬁ t of plan changes that increase or
decrease beneﬁ ts for prior employee ser-
vice (prior service cost/(credit)) is included
in earnings on a straight-line basis over
the average remaining service period of
active plan participants, which is approxi-
mately 11 years for pension expense and
approximately 13 years for retiree medical
expense.

On December 30, 2006, we adopted
SFAS 158. In connection with our adop-
tion, we recognized the funded status
of our Plans on our balance sheet as of
December 30, 2006 with subsequent
changes in the funded status recognized
in comprehensive income in the years in
which they occur. In accordance with SFAS
158, amounts prior to the year of adop-
tion have not been adjusted. SFAS 158
also requires that, no later than 2008, our

assumptions used to measure our annual
pension and retiree medical expense
be determined as of the balance sheet
date, and all plan assets and liabilities be
reported as of that date. Accordingly, as
of the beginning of our 2008 ﬁ scal year,
we will change the measurement date for
our annual pension and retiree medical
expense and all plan assets and liabilities
from September 30 to our year-end bal-
ance sheet date. As a result of this change
in measurement date, we will record an
after-tax $7 million reduction to 2008
opening shareholders’ equity which
will be reﬂ ected in our 2008 ﬁ rst quarter
Form 10-Q.

Selected ﬁ nancial information for
our pension and retiree medical plans is
as follows:

Pension

Retiree Medical

2007

2006

2007

2006

2007

2006

U.S.

International

$5,378
654
69
–
(319)
–
–
–
$5,782

$5,947
244
338
147
–
(309)
(319)
–
–
–
–
$6,048

Change in projected benefit liability
Liability at beginning of year
Service cost
Interest cost
Plan amendments
Participant contributions
Experience (gain)/loss
Benefit payments
Settlement/curtailment loss
Special termination benefits
Foreign currency adjustment
Other
Liability at end of year
Change in fair value of plan assets
Fair value at beginning of year
Actual return on plan assets
Employer contributions/funding
Participant contributions
Benefit payments
Settlement/curtailment loss
Foreign currency adjustment
Other
Fair value at end of year
Reconciliation of funded status
Funded status
Adjustment for fourth quarter contributions
Adjustment for fourth quarter special termination benefits
Net amount recognized
Amounts recognized
Other assets
Other current liabilities
Other liabilities
Net amount recognized
Amounts included in accumulated other comprehensive loss (pre-tax)
Net loss
Prior service cost/(credit)
Total
Components of the (decrease)/increase in net loss
Change in discount rate
Employee-related assumption changes
Liability-related experience different from assumptions
Actual asset return different from expected return
Amortization of losses
Other, including foreign currency adjustments and

$(266)
15
(5)
$(256)

$ (292)
–
(17)
(255)
(136)

$ 440
(24)
(672)
$(256)

$1,136
156
$1,292

$5,771
245
319
11
–
(163)
(233)
(7)
4
–
–
$5,947

$5,086
513
19
–
(233)
(7)
–
–
$5,378

$(569)
6
–
$(563)

$ 185
(19)
(729)
$(563)

$1,836
13
$1,849

$(123)
(45)
5
(122)
(164)

$1,511
59
81
4
14
(155)
(46)
–
–
96
31
$1,595

$1,330
122
58
14
(46)
–
91
26
$1,595

$ –
107
–
$107

$187
(3)
(77)
$107

$287
28
$315

$(224)
61
7
(25)
(30)

$1,263
52
68
8
12
20
(38)
(6)
–
126
6
$1,511

$1,370
48
77
–
–
(80)
(77)
–
–
9
7
$1,354

$1,099
112
30
12
(38)
–
116
(1)
$1,330

$ –
–
77
–
(77)
–
–
–
$ –

$1,312
46
72
–
–
(34)
(75)
–
1
–
48
$1,370

$ –
–
75
–
(75)
–
–
–
$ –

$(181)
13
–
$(168)

$(1,354)
19
–
$(1,335)

$(1,370)
16
–
$(1,354)

6
(2)
(172)
$(168)

$475
24
$499

$ 2
6
6
(30)
(29)

–
(88)
(1,247)
$(1,335)

–
(84)
(1,270)
$(1,354)

$276
(88)
$188

$(50)
(9)
(21)
–
(18)

10
$(88)

$ 364
(101)
$ 263

$(30)
–
(4)
–
(21)

17
$(38)

2003 Medicare Act

Total
Liability at end of year for service to date

–
$ (700)
$5,026

(3)
$(452)
$4,998

23
$(188)
$1,324

46
$ 1
$1,239

Components of benefit expense are as follows:

2007

2006

2005

2007

2006

2005

2007

2006

2005

Pension

Retiree Medical

Components of benefit expense
Service cost
Interest cost
Expected return on plan assets
Amortization of prior service cost/(credit)
Amortization of net loss

Settlement/curtailment loss
Special termination benefits
Total

U.S.

$ 245
319
(391)
3
164
340
3
4
$ 347

$ 244
338
(399)
5
136
324
–
5
$ 329

$ 213
296
(344)
3
106
274
–
21
$ 295

International

$ 59
81
(97)
3
30
76
–
–
$ 76

$ 52
68
(81)
2
29
70
–
–
$ 70

$ 32
55
(69)
1
15
34
–
–
$ 34

$ 48
77
–
(13)
18
130
–
–
$ 130

$ 46
72
–
(13)
21
126
–
1
$ 127

$ 40
78
–
(11)
26
133
–
2
$ 135

The estimated amounts to be amortized from accumulated other comprehensive loss into beneﬁ t expense in 2008 for our
pension and retiree medical plans are as follows:

Pension

Retiree Medical

Net loss
Prior service cost/(credit)
Total

U.S.
$56
20
$76

International
$20
3
$23

$ 7
(12)
$ (5)

The following table provides the weighted-average assumptions used to determine projected beneﬁ t liability and beneﬁ t expense
for our pension and retiree medical plans:

Weighted-average assumptions
Liability discount rate
Expense discount rate
Expected return on plan assets
Rate of salary increases

2007

2006

2005

2007

2006

2005

2007

2006

2005

Pension

Retiree Medical

U.S.

International

6.2%
5.8%
7.8%
4.7%

5.8%
5.7%
7.8%
4.5%

5.7%
6.1%
7.8%
4.4%

5.8%
5.2%
7.3%
3.9%

5.2%
5.1%
7.3%
3.9%

5.1%
6.1%
8.0%
4.1%

6.1%
5.8%

5.8%
5.7%

5.7%
6.1%

The following table provides selected information about plans with liability for service to date and total beneﬁ t liability in excess
of plan assets:

Selected information for plans with liability

for service to date in excess of plan assets

Liability for service to date
Fair value of plan assets
Selected information for plans with

benefit liability in excess of plan assets

Pension

Retiree Medical

2007

2006

2007

2006

2007

2006

U.S.

International

$(364)
$–

$(387)
$1

$(72)
$13

$(286)
$237

Benefit liability
Fair value of plan assets

$(707)
$–

$(754)
$1

$(384)
$278

$(1,387)
$1,200

$(1,354)

$(1,370)

Of the total projected pension beneﬁ t liability at year-end 2007, $658 million relates to plans that we do not fund because the
funding of such plans does not receive favorable tax treatment.

Future Benefit Payments and Funding
Our estimated future beneﬁ t payments are as follows:

Pension
Retiree medical(a)

2008
$290
$95

2009
$315
$100

2010
$350
$105

2011
$385
$110

2012
$425
$115

2013-17
$2,755
$640

(a) Expected future benefit payments for our retiree medical plans do not reflect any estimated subsidies expected to be received under the 2003 Medicare Act.

Subsidies are expected to be approximately $10 million for each of the years from 2008 through 2012 and approximately $70 million in total for 2013 through 2017.

These future beneﬁ ts to beneﬁ ciaries
include payments from both funded and
unfunded pension plans.

In 2008, we expect to make pension
contributions of up to $150 million, with
up to $75 million expected to be discre-
tionary. Our cash payments for retiree
medical are estimated to be approximately
$85 million in 2008.

Pension Assets
Our pension plan investment strategy
is reviewed annually and is established
based upon plan liabilities, an evalua-
tion of market conditions, tolerance for
risk, and cash requirements for beneﬁ t
payments. Our investment objective is to

ensure that funds are available to meet
the plans’ beneﬁ t obligations when they
are due. Our overall investment strategy is
to prudently invest plan assets in high-
quality and diversiﬁ ed equity and debt
securities to achieve our long-term return
expectation. As part of our investment
strategy, we employ certain equity strate-
gies which, in addition to investing in U.S.
and international common and preferred
stock, include investing in certain equity-
and debt-based securities used collectively
to generate returns in excess of certain
equity-based indices. Debt-based securi-
ties represent approximately a third of our
equity strategy portfolio as of year-end

2007 and 2006. Our investment policy
also permits the use of derivative instru-
ments to enhance the overall return of the
portfolio. Our expected long-term rate of
return on U.S. plan assets is 7.8%, reﬂ ect-
ing estimated long-term rates of return
of 9.3% from our equity strategies, and
5.8% from our ﬁ xed income strategies.
Our target investment allocation is 60%
for equity strategies and 40% for ﬁ xed
income strategies. Our actual pension
plan asset allocations, consistent with our
investment approach and with how we
view and manage our overall investment
portfolio, for the plan years 2007 and
2006, are as follows:

Asset Category
Equity strategies
Fixed income strategies
Other, primarily cash
Total

Actual Allocation

2007
61%
38%
1%
100%

2006
61%
39%
–
100%

The expected return on pension plan
assets is based on our historical experi-
ence, our pension plan investment strat-
egy and our expectations for long-term
rates of return. We use a market-related
valuation method for recognizing invest-
ment gains or losses. For this purpose,
investment gains or losses are the differ-
ence between the expected and actual
return based on the market-related value
of assets. This market-related valuation
method recognizes investment gains or
losses over a ﬁ ve-year period from the
year in which they occur, which has the
effect of reducing year-to-year volatility.
Pension expense in future periods will be
impacted as gains or losses are recognized

in the market-related value of assets over
the ﬁ ve-year period.

pension expense, future contributions or
the funded status of our plans.

Pension assets include 5.5 million shares

of PepsiCo common stock with a market
value of $401 million in 2007, and
5.5 million shares with a market value
of $358 million in 2006. Our investment
policy limits the investment in PepsiCo
stock at the time of investment to 10% of
the fair value of plan assets.

As of December 29, 2007, approximately

3%, or approximately $165 million, of
securities in the investment portfolio of
our U.S. pension plans are subprime mort-
gage holdings. We do not believe that the
ultimate realization of such investments
will result in a material impact to future

Retiree Medical Cost Trend Rates
An average increase of 8.5% in the cost
of covered retiree medical beneﬁ ts is
assumed for 2008. This average increase
is then projected to decline gradually
to 5% in 2014 and thereafter. These
assumed health care cost trend rates have
an impact on the retiree medical plan
expense and liability. However, the cap on
our share of retiree medical costs limits
the impact. A 1-percentage-point change
in the assumed health care trend rate
would have the following effects:

2007 service and interest cost components
2007 benefit liability

1% Increase 1% Decrease
$(4)
$(48)

$5
$55

Savings Plan
Our U.S. employees are eligible to
participate in 401(k) savings plans, which
are voluntary deﬁ ned contribution plans.
The plans are designed to help employ-
ees accumulate additional savings for

retirement. We make matching contribu-
tions on a portion of eligible pay based on
years of service. In 2007 and 2006, our
matching contributions were $62 million
and $56 million, respectively.

For additional unaudited information
on our pension and retiree medical plans
and related accounting policies and
assumptions, see “Our Critical Accounting
Policies” in Management’s Discussion
and Analysis.

Note 8 — Noncontrolled Bottling Afﬁ liates

Our most signiﬁ cant noncontrolled bot-
tling afﬁ liates are PBG and PAS. Sales to
PBG reﬂ ect approximately 9% of our total
net revenue in 2007 and approximately
10% in 2006 and 2005.

The Pepsi Bottling Group
In addition to approximately 35% and
38% of PBG’s outstanding common stock
that we own at year-end 2007 and 2006,
respectively, we own 100% of PBG’s class
B common stock and approximately 7%

of the equity of Bottling Group, LLC, PBG’s
principal operating subsidiary. Bottling
equity income includes $174 million,
$186 million and $126 million of pre-tax
gains on our sales of PBG stock in 2007,
2006 and 2005, respectively.

PBG’s summarized ﬁ nancial information is as follows:

Current assets
Noncurrent assets
Total assets
Current liabilities
Noncurrent liabilities
Minority interest
Total liabilities
Our investment
Net revenue
Gross profit
Operating profit
Net income

2007
$ 3,086
10,029
$13,115
$ 2,215
7,312
973
$10,500
$2,022
$13,591
$6,221
$1,071
$532

2006
$ 2,749
9,178
$11,927
$2,051
7,252
540
$9,843
$1,842
$12,730
$5,830
$1,017
$522

2005

$11,885
$5,540
$1,023
$466

Our investment in PBG, which includes

the related goodwill, was $507 million
and $500 million higher than our owner-
ship interest in their net assets at year-end
2007 and 2006, respectively. Based upon
the quoted closing price of PBG shares at
year-end 2007 and 2006, the calculated

market value of our shares in PBG
exceeded our investment balance, exclud-
ing our investment in Bottling Group, LLC,
by approximately $1.7 billion and
$1.4 billion, respectively.

Additionally, in 2007, we formed a
joint venture with PBG, comprising our

concentrate and PBG’s bottling businesses
in Russia. PBG holds a 60% majority
interest in the joint venture and con-
solidates the entity. We account for our
interest of 40% under the equity method
of accounting.

PepsiAmericas
At year-end 2007 and 2006, we owned approximately 44% of PAS, and their
summarized ﬁ nancial information is as follows:

Current assets
Noncurrent assets
Total assets
Current liabilities
Noncurrent liabilities
Minority interest
Total liabilities
Our investment
Net revenue
Gross profit
Operating profit
Net income

2007
$ 922
4,386
$5,308
$ 903
2,274
273
$3,450
$1,118
$4,480
$1,823
$436
$212

2006
$ 675
3,532
$ 4,207
$ 694
1,909
–
$ 2,603
$1,028
$3,972
$1,608
$356
$158

2005

$3,726
$1,562
$393
$195

Our investment in PAS, which includes

the related goodwill, was $303 million
and $316 million higher than our owner-
ship interest in their net assets at year-end
2007 and 2006, respectively. Based upon
the quoted closing price of PAS shares
at year-end 2007 and 2006, the calcu-
lated market value of our shares in PAS
exceeded our investment by $855 million
and $173 million, respectively.

Additionally, in 2007, we completed the

joint purchase of Sandora, LLC with PAS.

PAS holds a 60% majority interest in the
joint venture and consolidates the entity.
We account for our interest of 40% under
the equity method of accounting.

Related Party Transactions
Our signiﬁ cant related party transactions
include our noncontrolled bottling afﬁ li-
ates. We sell concentrate to these afﬁ li-
ates, which they use in the production of
CSDs and non-carbonated beverages. We
also sell certain ﬁ nished goods to these

afﬁ liates, and we receive royalties for the
use of our trademarks for certain prod-
ucts. Sales of concentrate and ﬁ nished
goods are reported net of bottler funding.
For further unaudited information on
these bottlers, see “Our Customers” in
Management’s Discussion and Analysis.
These transactions with our bottling
afﬁ liates are reﬂ ected in our consolidated
ﬁ nancial statements as follows:

Net revenue
Selling, general and administrative expenses
Accounts and notes receivable
Accounts payable and other current liabilities

2007
$4,874
$91
$163
$106

2006
$4,837
$87
$175
$62

2005
$4,633
$143

Such amounts are settled on terms
consistent with other trade receivables
and payables. See Note 9 regarding our
guarantee of certain PBG debt.

In addition, we coordinate, on an

aggregate basis, the contract negotiations

of sweeteners and other raw material
requirements for certain of our bottlers.
Once we have negotiated the contracts,
the bottlers order and take delivery
directly from the supplier and pay the
suppliers directly. Consequently, these

transactions are not reﬂ ected in our
consolidated ﬁ nancial statements. As
the contracting party, we could be liable
to these suppliers in the event of any
nonpayment by our bottlers, but we
consider this exposure to be remote.

Note 9 — Debt Obligations and Commitments

Short-term debt obligations
Current maturities of long-term debt
Commercial paper (4.3% and 5.3%)
Other borrowings (7.2% and 7.3%)
Amounts reclassified to long-term debt

Long-term debt obligations
Short-term borrowings, reclassified
Notes due 2008-2026 (5.3% and 6.0%)
Zero coupon notes, $375 million due 2008-2012 (13.3%)
Other, due 2008-2016 (6.1% and 6.1%)

Less: current maturities of long-term debt obligations

2007

2006

$ 526
361
489
(1,376)
–
$

$1,376
2,673
285
395
4,729
(526)
$4,203

$ 605
792
377
(1,500)
$ 274

$1,500
1,148
299
208
3,155
(605)
$2,550

The interest rates in the above table reflect weighted-average rates at year-end.

In the second quarter of 2007, we

issued $1 billion of senior unsecured notes
maturing in 2012. We used a portion of
the proceeds from the issuance of the
notes to repay existing short-term debt
of $500 million, bearing interest at 3.2%
per year and maturing on May 15, 2007,
with the balance of the proceeds used
primarily for general corporate purposes.
Additionally, in the second quarter of
2007, we extended the maturity of our
$1.5 billion unsecured revolving credit
agreement by one year to 2012, and, in
the third quarter of 2007, we increased
the amount of this agreement from
$1.5 billion to $2 billion. Funds borrowed
under this agreement may be used for
general corporate purposes, including
supporting our outstanding commercial
paper issuances. This line of credit remains
unused as of December 29, 2007.
In the third quarter of 2007, we
updated our U.S. $2.5 billion euro
medium term note program following the
expiration of the existing program. Under
the program, we may issue unsecured
notes under mutually agreed upon terms
with the purchasers of the notes. Proceeds
from any issuance of notes may be used

for general corporate purposes, except as
otherwise speciﬁ ed in the related prospec-
tus. As of December 29, 2007, we have
no outstanding notes under the program.

In the fourth quarter of 2007, we
issued $1 billion of senior unsecured
notes maturing in 2013. We used the
proceeds from the issuance of the notes
for general corporate purposes, including
the repayment of outstanding short-term
indebtedness.

As of December 29, 2007, we have
reclassiﬁ ed $1.4 billion of short-term debt
to long-term based on our intent and abil-
ity to reﬁ nance on a long-term basis.

In addition, as of December 29, 2007,

$806 million of our debt related to bor-
rowings from various lines of credit is
maintained for our international divi-
sions. These lines of credit are subject to
normal banking terms and conditions and
are fully committed to the extent of our
borrowings.

Interest Rate Swaps
In connection with the issuance of the
$1 billion notes in the second quarter
of 2007, we entered into an interest
rate swap to effectively convert the
interest rate from a ﬁ xed rate of 5.15%

to a variable rate based on LIBOR. We
previously entered into an interest rate
swap in 2004 to effectively convert the
interest rate of a speciﬁ c debt issuance
from a ﬁ xed rate to a variable rate. This
interest rate swap matured in May 2007.
The terms of the swaps match the terms
of the debt they modify. The notional
amounts of the interest rate swaps
outstanding at December 29, 2007 and
December 30, 2006 were $1 billion and
$500 million, respectively.

At December 29, 2007, approximately
56% of total debt, after the impact of the
related interest rate swap, was exposed
to variable interest rates, compared to
63% at December 30, 2006. In addition
to variable rate long-term debt, all debt
with maturities of less than one year is
categorized as variable for purposes of
this measure.

Cross Currency Interest Rate Swaps
In 2004, we entered into a cross currency
interest rate swap to hedge the currency
exposure on U.S. dollar denominated debt
of $50 million held by a foreign afﬁ liate.
The terms of this swap match the terms
of the debt it modiﬁ es. The swap matures
in 2008. The unrealized loss related to
this swap was approximately $8 million
at December 29, 2007, resulting in a U.S.
dollar liability of $58 million. The unreal-
ized gain related to this swap was less
than $1 million at December 30, 2006,
resulting in a U.S. dollar liability of
$50 million.

We also entered into cross currency
interest rate swaps to hedge the currency
exposure on U.S. dollar denominated
intercompany debt of $45 million at
December 29, 2007 and $95 million at
December 30, 2006. The terms of the
swaps match the terms of the debt they
modify. The net unrealized losses related
to these swaps was less than $1 million
at December 29, 2007 and December
30, 2006. The outstanding swap matures
in 2008.

Long-Term Contractual Commitments(a)
Payments Due by Period
Long-term debt obligations(b)
Interest on debt obligations(c)
Operating leases
Purchasing commitments
Marketing commitments
Other commitments

Total
$ 2,827
938
1,105
3,767
1,251
248
$10,136

2008
$
–
184
260
1,182
329
44
$1,999

2009-2010
$ 171
300
340
1,713
551
127
$3,202

2011-2012
$1,340
285
191
509
278
75
$2,678

2013 and beyond
$1,316
169
314
363
93
2
$2,257

(a) Reflects non-cancelable commitments as of December 29, 2007 based on year-end foreign exchange rates and excludes any reserves for income taxes under FIN 48

as we are unable to reasonably predict the ultimate amount or timing of settlement of our reserves for income taxes.

(b) Excludes short-term borrowings reclassified as long-term debt of $1,376 million and includes $273 million of accrued interest related to our zero coupon notes.
(c) Interest payments on floating-rate debt are estimated using interest rates effective as of December 29, 2007.

Most long-term contractual commit-
ments, except for our long-term debt
obligations, are not recorded on our
balance sheet. Non-cancelable operating
leases primarily represent building leases.
Non-cancelable purchasing commitments
are primarily for oranges and orange
juice, packaging materials and cooking
oil. Non-cancelable marketing commit-
ments are primarily for sports marketing.
Bottler funding is not reﬂ ected in our
long-term contractual commitments as it is
negotiated on an annual basis. See Note 7
regarding our pension and retiree medical
obligations and discussion below regarding
our commitments to noncontrolled bottling
afﬁ liates and former restaurant operations.

Off-Balance-Sheet Arrangements
It is not our business practice to enter into
off-balance-sheet arrangements, other
than in the normal course of business.
However, certain guarantees were neces-
sary to facilitate the separation of our bot-
tling and restaurant operations from us.
In connection with these transactions, we
have guaranteed $2.3 billion of Bottling
Group, LLC’s long-term debt through
2012 and $18 million of YUM! Brands,
Inc.’s (YUM) outstanding obligations,
primarily property leases, through 2020.
The terms of our Bottling Group, LLC
debt guarantee are intended to preserve
the structure of PBG’s separation from

us and our payment obligation would be
triggered if Bottling Group, LLC failed to
perform under these debt obligations or
the structure signiﬁ cantly changed. Our
guarantees of certain obligations ensured
YUM’s continued use of certain proper-
ties. These guarantees would require our
cash payment if YUM failed to perform
under these lease obligations. See Note 8
regarding contracts related to certain of
our bottlers.

See “Our Liquidity and Capital

Resources” in Management’s Discussion
and Analysis for further unaudited infor-
mation on our borrowings.

Note 10 — Risk Management

(cid:129)
(cid:129)

We are exposed to market risks arising
from adverse changes in:
(cid:129)

commodity prices, affecting the cost of
our raw materials and energy,
foreign exchange risks, and
interest rates.
In the normal course of business, we
manage these risks through a variety of
strategies, including the use of deriva-
tives. Certain derivatives are designated
as either cash ﬂ ow or fair value hedges
and qualify for hedge accounting treat-
ment, while others do not qualify and are
marked to market through earnings. See
“Our Business Risks” in Management’s
Discussion and Analysis for further unau-
dited information on our business risks.
For cash ﬂ ow hedges, changes in fair
value are deferred in accumulated other
comprehensive loss within sharehold-
ers’ equity until the underlying hedged

item is recognized in net income. For
fair value hedges, changes in fair value
are recognized immediately in earnings,
consistent with the underlying hedged
item. Hedging transactions are limited
to an underlying exposure. As a result,
any change in the value of our derivative
instruments would be substantially offset
by an opposite change in the value of
the underlying hedged items. Hedging
ineffectiveness and a net earnings impact
occur when the change in the value of
the hedge does not offset the change in
the value of the underlying hedged item.
If the derivative instrument is terminated,
we continue to defer the related gain or
loss and include it as a component of the
cost of the underlying hedged item. Upon
determination that the underlying hedged
item will not be part of an actual transac-
tion, we recognize the related gain or loss
in net income in that period.

We also use derivatives that do not
qualify for hedge accounting treatment.
We account for such derivatives at market
value with the resulting gains and losses
reﬂ ected in our income statement. We do
not use derivative instruments for trading
or speculative purposes, and we limit our
exposure to individual counterparties to
manage credit risk.

Commodity Prices
We are subject to commodity price risk
because our ability to recover increased
costs through higher pricing may be
limited in the competitive environment
in which we operate. This risk is man-
aged through the use of ﬁ xed-price
purchase orders, pricing agreements,
geographic diversity and derivatives. We
use derivatives, with terms of no more
than two years, to economically hedge

price ﬂ uctuations related to a portion of
our anticipated commodity purchases,
primarily for natural gas, diesel fuel and
fruit. For those derivatives that qualify for
hedge accounting, any ineffectiveness
is recorded immediately. However, such
commodity cash ﬂ ow hedges have not
had any signiﬁ cant ineffectiveness for all
periods presented. We classify both the
earnings and cash ﬂ ow impact from these
derivatives consistent with the underly-
ing hedged item. During the next 12
months, we expect to reclassify net gains
of $1 million related to cash ﬂ ow hedges
from accumulated other comprehensive
loss into net income. Derivatives used to
hedge commodity price risks that do not
qualify for hedge accounting are marked
to market each period and reﬂ ected in our
income statement.

Foreign Exchange
Our operations outside of the U.S. gener-
ate 44% of our net revenue, with Mexico,
the United Kingdom and Canada compris-
ing 19% of our net revenue. As a result,
we are exposed to foreign currency risks.
On occasion, we enter into hedges, pri-
marily forward contracts with terms of no
more than two years, to reduce the effect
of foreign exchange rates. Ineffectiveness
of these hedges has not been material.

risk. These instruments effectively change
the interest rate and currency of speciﬁ c
debt issuances. These swaps are entered
into concurrently with the issuance of the
debt that they are intended to modify.
The notional amount, interest payment
and maturity date of the swaps match the
principal, interest payment and maturity
date of the related debt. These swaps
are entered into only with strong credit-
worthy counterparties and are settled on
a net basis.

Fair Value
All derivative instruments are recognized
on our balance sheet at fair value. The
fair value of our derivative instruments is
generally based on quoted market prices.
Book and fair values of our derivative and
ﬁ nancial instruments are as follows:

Assets
Cash and cash equivalents(a)
Short-term investments(b)
Forward exchange contracts(c)
Commodity contracts(d)
Prepaid forward contracts(e)
Interest rate swaps(f)
Cross currency interest rate swaps(f)
Liabilities
Forward exchange contracts(c)
Commodity contracts(d)
Debt obligations
Interest rate swaps(g)
Cross currency interest rate swaps(g)

2007

2006

Book Value

Fair Value

Book Value

Fair Value

$910
$1,571
$32
$10
$74
$36
$–

$61
$7
$4,203
$–
$8

$910
$1,571
$32
$10
$74
$36
$–

$61
$7
$4,352
$–
$8

$1,651
$1,171
$8
$2
$73
$–
$1

$24
$29
$2,824
$4
$–

$1,651
$1,171
$8
$2
$73
$–
$1

$24
$29
$2,955
$4
$–

The above items are included on our balance sheet under the captions noted or as indicated below. In addition, derivatives qualify for hedge accounting unless otherwise
noted below.
(a) Book value approximates fair value due to the short maturity.
(b) Principally short-term time deposits and includes $189 million at December 29, 2007 and $145 million at December 30, 2006 of mutual fund investments used to

manage a portion of market risk arising from our deferred compensation liability.

(c) The 2007 asset includes $20 million related to derivatives that do not qualify for hedge accounting and the 2007 liability includes $5 million related to derivatives

that do not qualify for hedge accounting. The 2006 liability includes $10 million related to derivatives that do not qualify for hedge accounting. Assets are reported
within current assets and other assets, and liabilities are reported within current liabilities and other liabilities.

(d) The 2007 asset includes $10 million related to derivatives that do not qualify for hedge accounting and the 2007 liability includes $7 million related to derivatives
that do not qualify for hedge accounting. The 2006 liability includes $28 million related to derivatives that do not qualify for hedge accounting. Assets are reported
within current assets and other assets, and liabilities are reported within current liabilities and other liabilities.

(e) Included in current assets and other assets.
(f) Asset included within other assets.
(g) Reported in other liabilities.

This table excludes guarantees, including our guarantee of $2.3 billion of Bottling Group, LLC’s long-term debt. The guarantee had
a fair value of $35 million at December 29, 2007 and December 30, 2006 based on our estimate of the cost to us of transferring the
liability to an independent ﬁ nancial institution. See Note 9 for additional information on our guarantees.

Note 11 — Net Income per Common Share

Basic net income per common share is net
income available to common sharehold-
ers divided by the weighted average of
common shares outstanding during the
period. Diluted net income per common
share is calculated using the weighted
average of common shares outstand-
ing adjusted to include the effect that

would occur if in-the-money employee
stock options were exercised and RSUs
and preferred shares were converted into
common shares. Options to purchase
2.7 million shares in 2007, 0.1 million
shares in 2006 and 3.0 million shares in
2005 were not included in the calculation
of diluted earnings per common share

because these options were out-of-the-
money. Out-of-the-money options had
average exercise prices of $65.18 in 2007,
$65.24 in 2006 and $53.77 in 2005.
The computations of basic and

diluted net income per common share
are as follows:

Net income
Preferred shares:
Dividends
Redemption premium

Net income available for common shareholders
Basic net income per common share
Net income available for common shareholders
Dilutive securities:

Stock options and RSUs
ESOP convertible preferred stock

Diluted
Diluted net income per common share

(a) Weighted-average common shares outstanding.

2007

2006

Income
$5,658

Shares(a)

Income
$5,642

Shares(a)

(2)
(10)

$5,646
$3.48
$5,646

–
12
$5,658
$3.41

1,621

35
2
1,658

(2)
(9)

$5,631
$3.42
$5,631

–
11
$5,642
$3.34

1,649

36
2
1,687

Income
$4,078

(2)
(16)
$4,060
$2.43
$4,060

–
18
$4,078
$2.39

2005

Shares(a)

1,669

35
2
1,706

Note 12 — Preferred Stock

As of December 29, 2007 and December
30, 2006, there were 3 million shares of
convertible preferred stock authorized.
The preferred stock was issued only for
an ESOP established by Quaker and these
shares are redeemable for common stock
by the ESOP participants. The preferred
stock accrues dividends at an annual rate

of $5.46 per share. At year-end 2007
and 2006, there were 803,953 preferred
shares issued and 287,553 and
320,853 shares outstanding, respec-
tively. The outstanding preferred shares
had a fair value of $108 million as of
December 29, 2007 and $100 million
as of December 30, 2006. Each share is

convertible at the option of the holder
into 4.9625 shares of common stock.
The preferred shares may be called by us
upon written notice at $78 per share plus
accrued and unpaid dividends. Quaker
made the ﬁ nal award to its ESOP plan in
June 2001.

Preferred stock
Repurchased preferred stock
Balance, beginning of year

Redemptions

Balance, end of year

(a) Does not sum due to rounding.

2007

2006

2005

Shares
0.8

Amount

$41

Shares
0.8

Amount
$41

Shares
0.8

Amount
$41

0.5
–
0.5

$120
12
$132

0.5
–
0.5

$110
10
$120

0.4
0.1
0.5

$ 90
19

$110(a)

Note 13 — Accumulated Other Comprehensive Loss

Comprehensive income is a measure of
income which includes both net income
and other comprehensive income or
loss. Other comprehensive income or
loss results from items deferred from

recognition into our income statement.
Accumulated other comprehensive loss
is separately presented on our balance
sheet as part of common shareholders’
equity. Other comprehensive income/(loss)

was $1,294 million in 2007, $456 million
in 2006 and $(167) million in 2005. The
accumulated balances for each compo-
nent of other comprehensive loss were
as follows:

Currency translation adjustment
Cash flow hedges, net of tax(a)
Unamortized pension and retiree medical, net of tax(b)
Minimum pension liability adjustment(c)
Unrealized gain on securities, net of tax
Other
Accumulated other comprehensive loss

2007
$ 213
(35)
(1,183)
–
49
4
$ (952)

2006
(506)
$
4
(1,782)
–
40
(2)
$ (2,246)

2005
(971)
$
27
–
(138)
31
(2)
$ (1,053)

(a) Includes $3 million after-tax gain in 2007 and 2006 and no impact in 2005 for our share of our equity

investees’ accumulated derivative activity.

(b) Net of taxes of $645 million in 2007 and $919 million in 2006.
(c) Net of taxes of $72 million in 2005. Also includes $120 million for our share of our equity investees’

minimum pension liability adjustments, net of tax.

Note 14 — Supplemental Financial Information

2007

2006

2005

Accounts receivable
Trade receivables
Other receivables

Allowance, beginning of year

Net amounts charged/(credited) to expense
Deductions(a)
Other(b)

Allowance, end of year
Net receivables
Inventories(c)
Raw materials
Work-in-process
Finished goods

$3,670
788
4,458
64
5
(7)
7
69
$4,389

$ 1,056
157
1,077
$2,290

$3,147
642
3,789
75
10
(27)
6
64
$3,725

$ 860
140
926
$1,926

$ 97
(1)
(22)
1
$ 75

(a) Includes accounts written off.
(b) Includes currency translation effects and other adjustments.
(c) Inventories are valued at the lower of cost or market. Cost is determined using the average, first-in,

first-out (FIFO) or last-in, first-out (LIFO) methods. Approximately 14% in 2007 and 19% in 2006 of the
inventory cost was computed using the LIFO method. The differences between LIFO and FIFO methods of
valuing these inventories were not material.

2007

2006

Other assets
Noncurrent notes and accounts receivable
Deferred marketplace spending
Unallocated purchase price for recent acquisitions
Pension plans
Other

Accounts payable and other current liabilities
Accounts payable
Accrued marketplace spending
Accrued compensation and benefits
Dividends payable
Other current liabilities

Other supplemental information
Rent expense
Interest paid
Income taxes paid, net of refunds
Acquisitions(a)

Fair value of assets acquired
Cash paid and debt issued
SVE minority interest eliminated
Liabilities assumed

$ 121
205
451
635
270
$ 1,682

$2,562
1,607
1,287
602
1,544
$7,602

$303
$251
$1,731

$ 1,611
(1,320)
–
$ 291

$ 149
232
196
197
206
$ 980

$ 2,102
1,444
1,143
492
1,315
$ 6,496

$291
$215
$2,155

$ 678
(522)
–
$ 156

$228
$213
$1,258

$ 1,089
(1,096)
216
$ 209

(a) In 2005, these amounts include the impact of our acquisition of General Mills, Inc.’s 40.5% ownership

interest in SVE for $750 million. The excess of our purchase price over the fair value of net assets acquired
was $250 million and reported in goodwill. We also reacquired rights to distribute global brands for
$263 million which is included in other nonamortizable intangible assets.

Management’s Responsibility for
Financial Reporting

To Our Shareholders:
At PepsiCo, our actions — the actions of all our associates — are governed by our Worldwide
Code of Conduct. This code is clearly aligned with our stated values — a commitment to sus-
tained growth, through empowered people, operating with responsibility 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 consistently 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 objectivity and integrity of our consolidated

ﬁ nancial statements. The Audit Committee of the Board of Directors has engaged independent
registered public accounting ﬁ rm, KPMG LLP, to audit our consolidated ﬁ nancial statements and
they have expressed an unqualiﬁ ed opinion.

We are committed to providing timely, accurate and understandable information to investors.

Our commitment encompasses the following:

Maintaining strong controls over ﬁ 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 transactions are executed as authorized and
accurately recorded; that assets are safeguarded; and that accounting records are sufﬁ ciently
reliable to permit the preparation of ﬁ nancial statements that conform in all material respects
with accounting principles generally accepted in the U.S. We maintain 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, summarized and reported within the
speciﬁ ed time periods. We monitor these internal controls through self-assessments and an
ongoing program of internal audits. Our internal controls are reinforced through our Worldwide
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 ﬁ nancial discipline in our strategic and daily business decisions. Our
Executive Committee is actively involved — from understanding strategies and alternatives to
reviewing key initiatives and ﬁ nancial 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 effective 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 ﬁ nancial literacy, knowledge and
experience to provide appropriate oversight. We review our critical accounting policies, ﬁ nancial
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 senior
compliance ofﬁ cer to lead and coordinate our compliance policies and practices.

Providing investors with ﬁ nancial results that are complete, transparent and under-
standable. The consolidated ﬁ nancial statements and ﬁ nancial information included in this
report are the responsibility of management. This includes preparing the ﬁ nancial 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 ethical standards and principles. Our ﬁ nancial results are delivered from
that culture of accountability, and we take responsibility for the quality and accuracy of our
ﬁ nancial reporting.

Management’s
Report on Internal
Control over
Financial Reporting
To Our Shareholders:
Our management is responsible for establishing
and maintaining adequate internal control over
ﬁ nancial reporting, as such term is deﬁ ned in
Rule 13a-15(f) of the Exchange Act. Under the
supervision and with the participation of our
management, including our Chief Executive
Ofﬁ cer and Chief Financial Ofﬁ cer, we
conducted an evaluation of the effectiveness
of our internal control over ﬁ nancial report-
ing based upon the framework in Internal
Control — Integrated Framework issued by
the Committee of Sponsoring Organizations
of the Treadway Commission. Based on that
evaluation, our management concluded that
our internal control over ﬁ nancial reporting is
effective as of December 29, 2007.

KPMG LLP, an independent registered
public accounting ﬁ rm, has audited the
consolidated ﬁ nancial statements included in
this Annual Report and, as part of their audit,
has issued their report, included herein, on
the effectiveness of our internal control over
ﬁ nancial reporting.

During our fourth ﬁ scal quarter of 2007, we

continued migrating certain of our ﬁ nancial
processing systems to SAP software. This
software implementation is part of our
ongoing global business transformation initia-
tive, and we plan to continue implementing
such software throughout other parts of our
businesses over the course of the next few
years. In connection with the SAP implementa-
tion and resulting business process changes,
we continue to enhance the design and
documentation of our internal control
processes to ensure suitable controls over our
ﬁ nancial reporting.

Except as described above, there were no
changes in our internal control over ﬁ nancial
reporting that have materially affected, or
are reasonably likely to materially affect, our
internal control over ﬁ nancial reporting during
our fourth ﬁ scal quarter of 2007.

Peter A. Bridgman
Senior Vice President and Controller

Richard Goodman
Chief Financial Ofﬁ cer

Indra K. Nooyi
Chairman of the Board of Directors and
Chief Executive Ofﬁ cer

Report of Independent Registered Public Accounting Firm

dispositions of the assets of the company; (2) provide reasonable
assurance that transactions are recorded as necessary to permit
preparation of ﬁ nancial statements in accordance with generally
accepted accounting principles, and that receipts and expendi-
tures of the company are being made only in accordance with
authorizations of management and directors of the company;
and (3) provide reasonable assurance regarding prevention or
timely detection of unauthorized acquisition, use, or disposition
of the company’s assets that could have a material effect on the
ﬁ nancial statements.

Because of its inherent limitations, internal control over ﬁ nan-

cial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods
are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compli-
ance with the policies or procedures may deteriorate.

In our opinion, the consolidated ﬁ nancial statements referred
to above present fairly, in all material respects, the ﬁ nancial posi-
tion of PepsiCo, Inc. as of December 29, 2007 and December
30, 2006, and the results of its operations and its cash ﬂ ows
for each of the years in the three-year period ended December
29, 2007, in conformity with accounting principles generally
accepted in the United States of America. Also in our opinion,
PepsiCo, Inc. maintained, in all material respects, effective inter-
nal control over ﬁ nancial reporting as of December 29, 2007,
based on criteria established in Internal Control — Integrated
Framework issued by COSO.

New York, New York
February 15, 2008

The Board of Directors and Shareholders
PepsiCo, Inc.:
We have audited the accompanying Consolidated Balance
Sheet of PepsiCo, Inc. and Subsidiaries (“PepsiCo, Inc.” or the
“Company”) as of December 29, 2007 and December 30, 2006,
and the related Consolidated Statements of Income, Cash Flows
and Common Shareholders’ Equity for each of the years in the
three-year period ended December 29, 2007. We also have
audited PepsiCo, Inc.’s internal control over ﬁ nancial reporting as
of December 29, 2007, based on criteria established in Internal
Control — Integrated Framework issued by the Committee
of Sponsoring Organizations of the Treadway Commission
(“COSO”). PepsiCo, Inc.’s management is responsible for these
consolidated ﬁ nancial statements, for maintaining effective
internal control over ﬁ nancial reporting, and for its assessment
of the effectiveness of internal control over ﬁ nancial report-
ing, included in Management’s Report on Internal Control over
Financial Reporting. Our responsibility is to express an opinion on
these consolidated ﬁ nancial statements and an opinion on the
Company’s internal control over ﬁ nancial reporting based on
our audits.

We conducted our audits in accordance with the standards of
the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the ﬁ nancial state-
ments are free of material misstatement and whether effective
internal control over ﬁ nancial reporting was maintained in all
material respects. Our audits of the consolidated ﬁ nancial state-
ments included examining, on a test basis, evidence supporting
the amounts and disclosures in the ﬁ nancial statements, assess-
ing the accounting principles used and signiﬁ cant estimates
made by management, and evaluating the overall ﬁ nancial
statement presentation. Our audit of internal control over ﬁ nan-
cial reporting included obtaining an understanding of internal
control over ﬁ nancial reporting, assessing the risk that a mate-
rial weakness exists, and testing and evaluating the design and
operating effectiveness of internal control based on the assessed
risk. Our audits also included performing such other procedures
as we considered necessary in the circumstances. We believe that
our audits provide a reasonable basis for our opinions.

A company’s internal control over ﬁ nancial reporting is a

process designed to provide reasonable assurance regarding the
reliability of ﬁ nancial reporting and the preparation of ﬁ nancial
statements for external purposes in accordance with generally
accepted accounting principles. A company’s internal control
over ﬁ nancial reporting includes those policies and procedures
that (1) pertain to the maintenance of records that, in reason-
able detail, accurately and fairly reﬂ ect the transactions and

Selected Financial Data (in millions except per share amounts, unaudited)

$(14)
$(602)

First

Fourth
Quarter Quarter Quarter Quarter

Second

Third

–
–

$102
$67

$(115)
–

$1,096 $1,557 $1,743 $1,262
$947 $1,375 $1,494 $1,826

$7,350 $9,607 $10,171 $12,346
$6,719 $8,714 $9,134 $10,570

$4,065 $5,265 $5,544 $6,562
$3,757 $4,852 $5,026 $5,740

Quarterly
Net revenue
2007
2006
Gross profit
2007
2006
Restructuring and impairment charges(a)
2007
2006
Tax benefits(b)
2007
2006
Net income
2007
2006
Net income per common share — basic
2007
2006
Net income per common share — diluted
$0.94
2007
2006
$0.81
Cash dividends declared per common share
2007
2006
2007 stock price per share(c)
High
Low
Close
2006 stock price per share(c)
$60.55 $61.19 $65.99 $65.99
High
$56.00 $56.51 $58.65 $61.15
Low
Close
$59.34 $59.70 $64.73 $62.55
2006 results reflect our change in reporting calendars of certain operating units
within PI.
(a) The restructuring and impairment charge in 2007 was $102 million

$65.54 $69.64 $70.25 $79.00
$61.89 $62.57 $64.25 $68.02
$64.09 $66.68 $67.98 $77.03

$0.30 $0.375 $0.375 $0.375
$0.30
$0.26

$1.06
$0.89

$0.65
$0.56

$1.08
$0.90

$0.67
$0.57

$0.96
$0.83

$0.78
$1.11

$0.77
$1.09

$0.30

($70 million or $0.04 per share after-tax). The restructuring and impairment
charge in 2006 was $67 million ($43 million or $0.03 per share after-tax).
See Note 3.

(b) In 2007, represents non-cash tax benefits related to the favorable resolution
of certain foreign tax matters. In 2006, represents non-cash tax benefits
primarily related to the IRS’s examination of our consolidated income tax
returns for the years 1998 through 2002. See Note 5.

for one share of PepsiCo common stock.

Five-Year Summary
Net revenue
Net income
Income per common share — basic
Income per common share — diluted
Cash dividends declared per

common share

Total assets
Long-term debt
Return on invested capital(a)

Five-Year Summary (cont.)
Net revenue
Income from continuing operations
Net income
Income per common share — basic,

continuing operations

Income per common share — diluted,

continuing operations

Cash dividends declared per common share
Total assets
Long-term debt
Return on invested capital(a)

2006

2007

2005
$39,474 $35,137 $32,562
$5,658 $5,642 $4,078
$2.43
$2.39

$3.48
$3.41

$3.42
$3.34

$1.16

$1.425
$1.01
$34,628 $29,930 $31,727
$4,203 $2,550 $2,313
22.7%
28.9%

30.4%

2004

2003
$29,261 $26,971
$4,174 $3,568
$4,212 $3,568

$2.45

$2.07

$2.41
$0.85

$2.05
$0.63
$27,987 $25,327
$2,397 $1,702
27.5%

27.4%

(a) Return on invested capital is defined as adjusted net income divided by the
sum of average shareholders’ equity and average total debt. Adjusted net
income is defined as net income plus net interest expense after-tax. Net
interest expense after-tax was $63 million in 2007, $72 million in 2006,
$62 million in 2005, $60 million in 2004 and $72 million in 2003.

(cid:129) Includes restructuring and impairment charges of:

Pre-tax

After-tax

Per share

2007

$102

$70

2006

2005

$67

$43

$83

$55

2004

$150

$96

2003

$147

$100

$0.04

$0.03

$0.06

(cid:129) Includes Quaker merger-related costs of:

Pre-tax

After-tax

Per share

2003

$59

$42

$0.02

(cid:129) In 2007, we recognized $129 million ($0.08 per share) of non-cash tax benefits
related to the favorable resolution of certain foreign tax matters. In 2006, we
recognized non-cash tax benefits of $602 million ($0.36 per share) primarily in
connection with the IRS’s examination of our consolidated income tax returns
for the years 1998 through 2002. In 2005, we recorded income tax expense
of $460 million ($0.27 per share) related to our repatriation of earnings in
connection with the AJCA. In 2004, we reached agreement with the IRS for an
open issue related to our discontinued restaurant operations which resulted in
a tax benefit of $38 million ($0.02 per share).

(cid:129) On December 30, 2006, we adopted SFAS 158 which reduced total assets by

$2,016 million, total common shareholders’ equity by $1,643 million and total
liabilities by $373 million.

(cid:129) The 2005 fiscal year consisted of 53 weeks compared to 52 weeks in our normal

fiscal year. The 53rd week increased 2005 net revenue by an estimated
$418 million and net income by an estimated $57 million ($0.03 per share).

Reconciliation of GAAP and Non-GAAP Information
The financial measures listed below are not measures defined by
generally accepted accounting principles. However, we believe
investors should consider these measures as they are more
indicative of our ongoing performance and how management
evaluates our operational results and trends. Specifically,
investors should consider the following:
(cid:129)
(cid:129)

Quaker Foods North America Operating Profit

PepsiCo Americas Beverages Operating Profit

Frito-Lay North America Operating Profit

Latin America Foods Operating Profit

Operating Profit Reconciliation

2007

$2,845

568

714

2,487

Our 2007 and 2006 division operating proﬁ t;
Our 2007 and 2006 division operating proﬁ t and total operat-
ing proﬁ t without the impact of restructuring and impairment
charges; and our 2007 division operating proﬁ t growth and
total operating proﬁ t growth without the impact of restructur-
ing and impairment charges;
Our 2007 and 2006 net income without the impact of our
2007 and 2006 non-cash tax beneﬁ ts and restructuring and
impairment charges; our 2007 net income growth without the
impact of the aforementioned items; and
Our 2007 and 2006 diluted EPS without the impact of our
2007 and 2006 non-cash tax beneﬁ ts and restructuring and
impairment charges; our 2007 diluted EPS growth without the
impact of the aforementioned items; and our 2005 diluted
EPS without the impact of the AJCA tax charge, restructuring
charges and the extra week in 2005.

(cid:129)

United Kingdom & Europe Operating Profit

Middle East, Africa & Asia Operating Profit

PepsiCo Total Division Operating Profit

Impact of Corporate Unallocated

774

535

7,923

(753)

Total PepsiCo Reported Operating Profit

$7,170

$6,502

Net Income Reconciliation

2007

2006

Growth

Reported Net Income

Tax Benefits

Restructuring and Impairment Charges

$5,658

$5,642

–

(129)

(620)

Net Income Excluding above Items

$5,599

$5,065

11%

Diluted EPS Reconciliation

2007

2006

2007
Growth

Reported Diluted EPS

$ 3.41

$ 3.34

2007
Percentage
of Total

2006

$2,615

36%

554

655

2,315

700

401

7,240

100%

(738)

Operating Profit Reconciliation

2007

2006

Growth

Tax Benefits

(0.08)

(0.37)

Total PepsiCo Reported Operating Profit

$7,170

$6,502

10%

Impact of Restructuring and Impairment Charges

Total Operating Profit Excluding above Item

Impact of Corporate Unallocated

PepsiCo Total Division Operating

102

7,272

753

6,569

738

Profit Excluding above Items

$8,025

$7,307

10%

AJCA Tax Charge

Extra Week

11%

Restructuring and Impairment Charges

0.04

0.03

Diluted EPS Excluding above Items

$ 3.38*

$ 3.00

13%

$ 2.66

*Does not sum due to rounding.

2005

$ 2.39

0.27

(0.03)

0.03

GLOSSARY
Anchor bottlers: The Pepsi Bottling Group
(PBG), PepsiAmericas (PAS) and Pepsi Bottling
Ventures (PBV).
Bottler: customers to whom we have granted
exclusive contracts to sell and manufacture
certain beverage products bearing our trademarks
within a specific geographical area.
Bottler Case Sales (BCS): measure of physical
beverage volume shipped to retailers and
independent distributors from both PepsiCo and
our bottlers.
Bottler funding: financial incentives we give
to our bottlers to assist in the distribution and
promotion of our beverage products.
Concentrate Shipments and Equivalents
(CSE): measure of our physical beverage volume
shipments to bottlers, retailers and independent
distributors. This measure is reported on our fiscal
year basis.
Consumers: people who eat and drink
our products.

CSD: carbonated soft drinks.
Customers: authorized bottlers and
independent distributors and retailers.
Derivatives: financial instruments that we
use to manage our risk arising from changes in
commodity prices, interest rates, foreign exchange
rates and stock prices.
Direct-Store-Delivery (DSD): delivery system
used by us and our bottlers to deliver snacks
and beverages directly to retail stores where our
products are merchandised.
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 ﬂ ow: net
cash provided by operating activities less capital
spending plus sales of property, plant and
equipment. It is our primary measure used to
monitor cash flow performance.

Marketplace spending: sales incentives
offered through various programs to our
customers and consumers (trade spending), as
well as advertising and other marketing activities.
Servings: common metric reflecting our
consolidated physical unit volume. Our
divisions’ physical unit measures are converted
into servings based on U.S. Food and Drug
Administration guidelines for single-serving sizes
of our products.
Smart Spot: our initiative that helps consumers
find our products that can contribute to healthier
lifestyles.
Transaction gains and losses: the impact on
our consolidated financial statements of exchange
rate changes arising from specific transactions.
Translation adjustments: the impact of the
conversion of our foreign affiliates’ financial
statements to U.S. dollars for the purpose of
consolidating our financial statements.

Contents

Shareholders
As of February 8, 2008, there were approximately 185,000
shareholders of record.

Cash Dividends Declared
Per Share (In $)

1.425

1.16

1.01

.850

.630

Year-end Market Price of Stock
Based on calendar year-end (In $)

PepsiCo Stock Purchase Program — for Canadian employees:
Fidelity Stock Plan Services

P.O. Box 5000
Cincinnati, OH 45273-8398
Telephone: 800-544-0275
Website: www.iStockPlan.com/ESPP

Please have a copy of your most recent statement available
when calling with inquiries.

If using overnight or certified mail send to:

Fidelity Investments
100 Crosby Parkway
Mail Zone KC1F-L
Covington, KY 41015

PepsiCo, Inc.
c/o BNY Mellon Shareowner Services
P.O. Box 358015
Pittsburgh, PA 15252-8015
Telephone: 800-226-0083

201-680-6685 (Outside the U.S.)

E-mail: shrrelations@bnymellon.com
Website: www.bnymellon.com/shareowner/isd
or
Manager Shareholder Relations
PepsiCo, Inc.
700 Anderson Hill Road
Purchase, NY 10577
Telephone: 914-253-3055

In all correspondence or telephone inquiries, please mention
PepsiCo, your name as printed on your stock certificate,
your Investor ID (IID), your address and telephone number.

SharePower Participants (employees with Share-
Power options) should address all questions regarding your
account, outstanding options or shares received through
option exercises to:

Merrill Lynch/SharePower
Stock Option Unit
1600 Merrill Lynch Drive
Mail Stop 06-02-SOP
Pennington, NJ 08534
Telephone: 800-637-6713 (U.S., Puerto Rico

and Canada)
609-818-8800 (all other locations)

Employee Benefit Plan Participants
PepsiCo 401(k) Plan & PepsiCo Stock Purchase Program

PepsiCo, Inc.
c/o BNY Mellon Shareowner Services
P.O. Box 358015
Pittsburgh, PA 15252-8015
Telephone: 800-226-0083

201-680-6685 (Outside the U.S.)

E-mail: shrrelations@bnymellon.com
Website: www.bnymellon.com/shareowner/isd

performance contact:

Jane Nielsen
Vice President, Investor Relations
PepsiCo, Inc.
Purchase, NY 10577
Telephone: 914-253-3035

Independent Auditors

KPMG LLP
345 Park Avenue
New York, NY 10154-0102
Telephone: 212-758-9700

Corporate Headquarters

PepsiCo, Inc.
700 Anderson Hill Road
Purchase, NY 10577
Telephone: 914-253-2000

PepsiCo Website: www.pepsico.com

Design: Eisenman Associates. Printing: Earth - Thebault an EarthColor Company. Photography: Greg Kinch, PhotoBureau, Ben Rosenthal, Diana Scrimgeour, Stephen Wilkes.