PepsiCo Annual Report 2009

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FY2009 Annual Report · PepsiCo

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Corporate Headquarters, PepsiCo, Inc.
700 Anderson Hill Road
Purchase, NY 10577
www.pepsico.com

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2009 Annual Report

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Corporate Headquarters, PepsiCo, Inc.
700 Anderson Hill Road
Purchase, NY 10577
www.pepsico.com

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2009 Annual Report

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WHAT IS

Indra K. Nooyi, Chairman and Chief Executive Officer

At PepsiCo, Performance with Purpose means delivering
sustainable growth by investing in a healthier future for
people and our planet. As a global food and beverage
company with brands that stand for quality and are
respected household names—Quaker Oats, Tropicana,
Gatorade, Lay’s and Pepsi-Cola, to name a few—we will
continue to build a portfolio of enjoyable and wholesome
foods and beverages, find innovative ways to reduce the
use of energy, water and packaging, and provide a great
workplace for our associates. Additionally, we will respect,
support and invest in the local communities where we
operate, by hiring local people, creating products designed
for local tastes and partnering with local farmers, govern-
ments and community groups. Because a healthier future
for all people and our planet means a more successful
future for PepsiCo. This is our promise.

Dear Fellow
Shareholders,

A Roman author said more than two millennia ago that anyone
can steer the ship when the sea is calm. The true test of endur-
ance and stamina, he went on, is to navigate through rough
waters. Well, this year has seen some of the roughest possible
waters. The economic tempest of 2008 turned into the perfect
storm of 2009. Business was battered by volatile commodity
costs, frozen credit markets, fluctuating currencies and negative
GDP rates.

At PepsiCo, it seemed as if each day brought a new challenge.

Every one of them tested the strength and capabilities of our
organization. And I can declare with great pride that we passed
the test of endurance and stamina wonderfully well. We are a
company with great resilience. The ability of our associates to
pull together has left me excited about our momentum from
2009 into 2010 and beyond.

I don’t think this is due just to the ability of all the great
people we have. I think our company is more than the sum of
those considerable parts; we draw extra strength from the solid
foundation of values and principles upon which PepsiCo is built.
The business community and government did a great deal of
soul-searching in the midst of the challenging global economy,
seeking to uncover the source of our world’s financial problems
and how best to share responsibility to address the situation. As
debates raged on issues that are core to a vibrant, functioning
marketplace, it became increasingly clear as the year went on
that corporate ethics are inexorably linked to a healthy economy.
A former American president, Dwight Eisenhower, once
said, “A people that values its privileges above its principles
soon loses both.” The same is true of a company, and the past
18 months have proved the wisdom of the remark.

Here at PepsiCo, we are fortunate to have embedded
Performance with Purpose into our culture and fabric long
before this current downturn. It is one of the fundamental
factors that kept PepsiCo on the leading edge in 2009.

Our basic belief—that companies today must marry

performance with ethical concerns—is resonating more than
ever before. For consumers, this translates into receiving value,
both economic and social, from trusted brands. For govern-
ments and the wider public, it translates into responsibility.

PepsiCo, Inc. 2009 Annual Report

This acknowledges that businesses have a responsibility to the
communities in which they operate, to the consumers they
serve and to the environment whose resources they use.
We provide great-tasting products, outstanding quality and
supreme value to consumers worldwide, while maintaining an
underpinning of integrity and responsibility. We have instilled this
fundamental belief into all of our brands—Quaker Oats, Tropicana,
Sabritas, Walkers, Lay’s, Gatorade and Pepsi-Cola, to name a few—
to ensure we offer consumers a diverse portfolio of enjoyable and
wholesome nutritious foods and beverages. We take seriously
our responsibility to find innovative ways to use less energy,
water and packaging, our responsibility to hire local people in
the communities where we operate, create products designed
for local tastes, and partner with local producers and suppliers.
And, we have expanded our responsibility to partner with local
governments and NGOs to address the growing twin problems
of malnutrition and obesity acute to different parts of the world.
Performance with Purpose means that we will continue to
bring together what is good for society and what is good for
business. It encourages us to think globally while acting locally. It
has helped us break into new regions and harness local products
and talent to drive our growth. It drives our commitment to
increase diversity in the workforce, enhancing our ability to

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PerF ormance

Human SuStainability

To all our investors…

It’s a promise to strive to deliver superior,
sustainable financial performance.*

Our GOals and COmmitments

toP line:

• Grow international revenues at two times real global GdP growth rate.
• Grow savory snack and liquid refreshment beverage market share in the

top 20 markets.

• Sustain or improve brand equity scores for Pepsico’s 19 billion-dollar

brands in top 10 markets.

• rank among the top two suppliers in customer (retail partner) surveys

where third-party measures exist.

bottom line:

• continue to expand division operating margins.
• increase cash flow in proportion to net income growth over three-year

windows.

• deliver total shareholder returns in the top quartile of our industry group.

corPorate Governance and valueS:

• utilize a robust corporate Governance structure to consistently score in

the top quartile of corporate Governance metrics.

• ensure our Pepsico value commitment to deliver sustained growth

through empowered people acting with responsibility and building trust.

To the people of the world…

It’s a promise to encourage people to live healthier by
offering a portfolio of both enjoyable and wholesome
foods and beverages.*

Our GOals and COmmitments

ProductS:
Provide more food and beverage choices made with wholesome ingredients
that contribute to healthier eating and drinking.

• increase the amount of whole grains, fruits, vegetables, nuts, seeds and

low-fat dairy in our global product portfolio.

• reduce the average amount of sodium per serving in key global food

brands by 25 percent.

• reduce the average amount of saturated fat per serving in key global

food brands by 15 percent.

• reduce the average amount of added sugar per serving in key global

beverage brands by 25 percent.

marketPlace:
encourage people to make informed choices and live healthier.

• display calorie count and key nutrients on our food and beverage

packaging by 2012.

• advertise to children under 12 only products that meet our global

science-based nutrition standards.

• eliminate the direct sale of full-sugar soft drinks in primary and secondary

schools around the globe by 2012.

• increase the range of foods and beverages that offer solutions for

managing calories, like portion sizes.

community:
actively work with global and local partners to help address global
nutrition challenges.

• invest in our business and research and development to expand our

offerings of more affordable, nutritionally relevant products for
underserved and lower-income communities.

• expand Pepsico Foundation and Pepsico corporate contribution

initiatives to promote healthier communities, including enhancing
diet and physical activity programs.

• integrate our policies and actions on human health, agriculture and

the environment to make sure that they support each other.

PepsiCo Values

Our commitment:

To deliver SuSTAined GrOWTh
through emPOWered PeOPle
acting with reSPOnSibiliTY
and building TruST

Guiding Principles

We must always strive to:

Care for customers, consumers and the world we live in
Sell only products we can be proud of
Speak with truth and candor
balance short term and long term
Win with diversity and inclusion
respect others and succeed together

Contribution Summary

Contribution Summary (in millions)

PepsiCo Foundation

Corporate Contributions

division Contributions

estimated in-Kind donations

Total

2009

$ 27.9

3.0

6.6

39.0

$ 76.5

Environmental Profile

All of this annual report paper is Forest Stewardship Council (FSC)
certified, which promotes environmentally appropriate, socially
beneficial and economically viable management of the world’s forests.
PepsiCo continues to reduce the costs and environmental impact of
annual report printing and mailing by utilizing a distribution model
that drives increased online readership and fewer printed copies.
We hope you will agree this is truly Performance with Purpose
in action. You can learn more about our environmental efforts at
www.pepsico.com.

* For more information on our goals and commitments, including a metrics baseline and timeline,

and risks, please visit www.pepsico.com.

* For more information on our goals and commitments, including a metrics baseline and timeline,

and risks, please visit www.pepsico.com.

design: bCn Communications; Goodby, Silverstein & Partners
Printing: lithographix
Photography: Todd Plitt; Four Square Studio; James Schnepf Photography
Photo on bottom of page 29 property of YmCA of the uSA © 2008.

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PerF ormance

Human SuStainability

To all our investors…

It’s a promise to strive to deliver superior,
sustainable financial performance.*

Our GOals and COmmitments

toP line:

• Grow international revenues at two times real global GdP growth rate.
• Grow savory snack and liquid refreshment beverage market share in the

top 20 markets.

• Sustain or improve brand equity scores for Pepsico’s 19 billion-dollar

brands in top 10 markets.

• rank among the top two suppliers in customer (retail partner) surveys

where third-party measures exist.

bottom line:

• continue to expand division operating margins.
• increase cash flow in proportion to net income growth over three-year

windows.

• deliver total shareholder returns in the top quartile of our industry group.

corPorate Governance and valueS:

• utilize a robust corporate Governance structure to consistently score in

the top quartile of corporate Governance metrics.

• ensure our Pepsico value commitment to deliver sustained growth

through empowered people acting with responsibility and building trust.

To the people of the world…

It’s a promise to encourage people to live healthier by
offering a portfolio of both enjoyable and wholesome
foods and beverages.*

Our GOals and COmmitments

ProductS:
Provide more food and beverage choices made with wholesome ingredients
that contribute to healthier eating and drinking.

• increase the amount of whole grains, fruits, vegetables, nuts, seeds and

low-fat dairy in our global product portfolio.

• reduce the average amount of sodium per serving in key global food

brands by 25 percent.

• reduce the average amount of saturated fat per serving in key global

food brands by 15 percent.

• reduce the average amount of added sugar per serving in key global

beverage brands by 25 percent.

marketPlace:
encourage people to make informed choices and live healthier.

• display calorie count and key nutrients on our food and beverage

packaging by 2012.

• advertise to children under 12 only products that meet our global

science-based nutrition standards.

• eliminate the direct sale of full-sugar soft drinks in primary and secondary

schools around the globe by 2012.

• increase the range of foods and beverages that offer solutions for

managing calories, like portion sizes.

community:
actively work with global and local partners to help address global
nutrition challenges.

• invest in our business and research and development to expand our

offerings of more affordable, nutritionally relevant products for
underserved and lower-income communities.

• expand Pepsico Foundation and Pepsico corporate contribution

initiatives to promote healthier communities, including enhancing
diet and physical activity programs.

• integrate our policies and actions on human health, agriculture and

the environment to make sure that they support each other.

PepsiCo Values

Our commitment:

To deliver SuSTAined GrOWTh
through emPOWered PeOPle
acting with reSPOnSibiliTY
and building TruST

Guiding Principles

We must always strive to:

Contribution Summary

Contribution Summary (in millions)

PepsiCo Foundation

Corporate Contributions

division Contributions

estimated in-Kind donations

Total

2009

$ 27.9

3.0

6.6

39.0

$ 76.5

Environmental Profile

* For more information on our goals and commitments, including a metrics baseline and timeline,

and risks, please visit www.pepsico.com.

* For more information on our goals and commitments, including a metrics baseline and timeline,

and risks, please visit www.pepsico.com.

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EnvironmE ntal SuStainability

talE nt SuStainability

To the planet we all share…

To the associates of PepsiCo…

It’s a promise to be a good citizen of the world, protecting the
Earth’s natural resources through innovation and more eﬃcient
use of land, energy, water and packaging in our operations.*

It’s a promise to invest in our associates to help them succeed and
develop the skills needed to drive the company’s growth, while
creating employment opportunities in the communities we serve.*

Our GOals and COmmitments

WatEr:
respect the human right to water through world-class efficiency in our operations,
preserving water resources and enabling access to safe water.

• improve our water use efficiency by 20 percent per unit of production by 2015.
• Strive for positive water balance in our operations in water-distressed areas.
• Provide access to safe water to three million people in developing

countries by the end of 2015.

land and Packaging:
rethink the way we grow, source, create, package and deliver our products to
minimize our impact on land.

• continue to lead the industry by incorporating at least 10 percent recycled

polyethylene terephthalate (rPEt) in our primary soft drink containers in the
u.S., and broadly expand the use of rPEt across key international markets.
• create partnerships that promote the increase of u.S. beverage container

recycling rates to 50 percent by 2018.

• reduce packaging weight by 350 million pounds—avoiding the creation

of one billion pounds of landfill waste by 2012.

• Work to eliminate all solid waste to landfills from our production facilities.

climatE changE:
reduce the carbon footprint of our operations.

• improve our electricity use efficiency by 20 percent per unit of production

by 2015.

• reduce our fuel use intensity by 25 percent per unit of production by 2015.
• commit to a goal of reducing greenhouse gas (ghg) intensity for

u.S. operations by 25 percent through our partnership with the u.S.
Environmental Protection agency climate leaders program.

• commit to an absolute reduction in ghg emissions across global operations.

community:
respect and responsibly use natural resources in our businesses and in the local
communities we serve.

• apply proven sustainable agricultural practices on our farmed land.
• Provide funding, technical support and training to local farmers.
• Promote environmental education and best practices among our

associates and business partners.

• integrate our policies and actions on human health, agriculture and the

environment to make sure that they support each other.

culturE:
Enable our people to thrive by providing a supportive and empowering
workplace.

• Ensure high levels of associate engagement and satisfaction as compared

with other Fortune 500 companies.

• Foster diversity and inclusion by developing a workforce that reflects

local communities.

• Encourage our associates to lead healthier lives by offering workplace wellness

programs globally.

• Ensure a safe workplace by continuing to reduce lost time injury rates, while
striving to improve other occupational health and safety metrics through
best practices.

• Support ethical and legal compliance through annual training in our code of

conduct, which outlines Pepsico’s unwavering commitment to its human rights
policy, including treating every associate with dignity and respect.

carEEr:
Provide opportunities that strengthen our associates’ skills and capabilities
to drive sustainable growth.

• become universally recognized through top rankings as one of the best

companies in the world for leadership development.

• create a work environment in which associates know that their skills,

talents and interests can fully develop.

• conduct training for associates from the frontline to senior management,

to ensure that associates have the knowledge and skills required to achieve
performance goals.

community:
contribute to better living standards in the communities we serve.

• create local jobs by expanding operations in developing countries.
• Support education through Pepsico Foundation grants.
• Support associate volunteerism and community involvement through

company-sponsored programs and initiatives.

• match eligible associate charitable contributions globally, dollar for

dollar, through the Pepsico Foundation.

* For more information on our goals and commitments, including a metrics baseline and timeline,

and risks, please visit www.pepsico.com.

* For more information on our goals and commitments, including a metrics baseline and timeline,

and risks, please visit www.pepsico.com.

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EnvironmE ntal SuStainability

talE nt SuStainability

To the planet we all share…

To the associates of PepsiCo…

It’s a promise to be a good citizen of the world, protecting the
Earth’s natural resources through innovation and more eﬃcient
use of land, energy, water and packaging in our operations.*

It’s a promise to invest in our associates to help them succeed and
develop the skills needed to drive the company’s growth, while
creating employment opportunities in the communities we serve.*

Our GOals and COmmitments

WatEr:
respect the human right to water through world-class efficiency in our operations,
preserving water resources and enabling access to safe water.

countries by the end of 2015.

land and Packaging:
rethink the way we grow, source, create, package and deliver our products to
minimize our impact on land.

• continue to lead the industry by incorporating at least 10 percent recycled

recycling rates to 50 percent by 2018.

• reduce packaging weight by 350 million pounds—avoiding the creation

of one billion pounds of landfill waste by 2012.

• Work to eliminate all solid waste to landfills from our production facilities.

climatE changE:
reduce the carbon footprint of our operations.

• improve our electricity use efficiency by 20 percent per unit of production

by 2015.

• reduce our fuel use intensity by 25 percent per unit of production by 2015.
• commit to a goal of reducing greenhouse gas (ghg) intensity for

u.S. operations by 25 percent through our partnership with the u.S.
Environmental Protection agency climate leaders program.

• commit to an absolute reduction in ghg emissions across global operations.

community:
respect and responsibly use natural resources in our businesses and in the local
communities we serve.

associates and business partners.

• integrate our policies and actions on human health, agriculture and the

environment to make sure that they support each other.

culturE:
Enable our people to thrive by providing a supportive and empowering
workplace.

• Ensure high levels of associate engagement and satisfaction as compared

with other Fortune 500 companies.

• Foster diversity and inclusion by developing a workforce that reflects

local communities.

• Encourage our associates to lead healthier lives by offering workplace wellness

programs globally.

• Ensure a safe workplace by continuing to reduce lost time injury rates, while
striving to improve other occupational health and safety metrics through
best practices.

• Support ethical and legal compliance through annual training in our code of

conduct, which outlines Pepsico’s unwavering commitment to its human rights
policy, including treating every associate with dignity and respect.

carEEr:
Provide opportunities that strengthen our associates’ skills and capabilities
to drive sustainable growth.

• become universally recognized through top rankings as one of the best

companies in the world for leadership development.

• create a work environment in which associates know that their skills,

talents and interests can fully develop.

• conduct training for associates from the frontline to senior management,

to ensure that associates have the knowledge and skills required to achieve
performance goals.

community:
contribute to better living standards in the communities we serve.

• create local jobs by expanding operations in developing countries.
• Support education through Pepsico Foundation grants.
• Support associate volunteerism and community involvement through

company-sponsored programs and initiatives.

• match eligible associate charitable contributions globally, dollar for

dollar, through the Pepsico Foundation.

* For more information on our goals and commitments, including a metrics baseline and timeline,

and risks, please visit www.pepsico.com.

* For more information on our goals and commitments, including a metrics baseline and timeline,

and risks, please visit www.pepsico.com.

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WHAT IS

Indra K. Nooyi, Chairman and Chief Executive Officer

Dear Fellow
Shareholders,

At PepsiCo, it seemed as if each day brought a new challenge.

Our basic belief—that companies today must marry

PepsiCo, Inc. 2009 Annual Report

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recruit the brightest and most talented associates from around
the world. And it helps keep us focused on staying strong over
the long term so that we are well-prepared to capitalize on all
growth opportunities. Most importantly, the promise of PepsiCo
is to continue to generate solid value for our shareholders.

PEPSICO DELIVERED SOLID FINANCIAL
PERFORMANCE IN 2009
Amidst the most challenging global macroeconomic environ-
ment in decades, we demonstrated the strength and resilience
of both our people and portfolio by delivering solid operating
performance and generating signiﬁcant operating cash ﬂow.
• Net revenue grew 5% on a constant currency basis.*
• Core division operating proﬁt rose 6% on a constant

currency basis.*

• Core EPS grew 6% on a constant currency basis.*
• Management operating cash ﬂow, excluding certain items,

reached $5.6 billion, up 16%.*

• And, we raised the annual dividend by 6%.

Let me oﬀer a few highlights from 2009:

PepsiCo Americas Foods (PAF) had another exceptional
year with strong net revenue and operating proﬁt growth despite
signiﬁcant commodity inﬂation. We held or grew share across the
region, sustaining consumer momentum with solid innovation
and targeted value oﬀerings.
Although all of Europe was hit hard by the economic
recession, PepsiCo Europe outpaced its peers and delivered
solid results through excellent revenue management, tight
cost controls and outstanding productivity.
PepsiCo Asia Middle East and Africa (AMEA) had another
excellent year, with solid net revenue and operating proﬁt
growth driven by strong volume growth across the region, with
exceptional growth in our India beverage business.
PepsiCo Americas Beverages (PAB), which faced con-
siderable category pressures in North America, continued to
make signiﬁcant progress in rejuvenating the entire beverage
portfolio. We successfully launched the Pepsi “Refresh Everything”
campaign, gained traction on our Gatorade transformation to “G,”

and brought exciting innovation to market with the launch of
zero-calorie SoBe Lifewater and Trop50 orange juice beverage,
both naturally sweetened with puriﬁed stevia extract. We also
reached agreement on merging into PepsiCo our two anchor
bottlers, Pepsi Bottling Group and PepsiAmericas, in order to cre-
ate a more agile, eﬃcient, innovative and competitive beverage
system, which will enable us to extend our leadership position in
the North American Liquid Refreshment Beverage business.
With the merger of our anchor bottlers, PepsiCo will be a
nearly $60 billion company in terms of annual revenue. We are
the largest food and beverage business in North America and the
second-largest food and beverage business in the world, making
us a critical partner for all retailers. We will have a new business
structure and, as outlined below, clear strategies to support con-
tinued strong growth—growth that will enable us to continue to
be both an attractive place to work and an attractive investment.

STRATEGIES TO DRIVE OUR GROWTH
We continue to focus on delivering top-quartile ﬁnancial perfor-
mance in both the near term and the long term, while making
the global investments in key regions and targeted product
categories to drive sustainable growth. The next chapter in our
growth is founded on six long-term growth strategies:

1. Expand the Global Leadership Position of Our Snacks

Business. PepsiCo is the global snacks leader, with the No. 1
savory category share position in virtually every key region
across the globe. We have advantaged positions across the
entire value chain in more than 40 developed and develop-
ing regions in which we operate as we capitalize on local
manufacturing and optimized go-to-market capabilities in
each region, as well as the ability to introduce locally relevant
products using global capabilities. And we have signiﬁcant
growth opportunities as we expand our current businesses
in these regions, extend our reach into new geographies and
enter adjacent categories. Importantly, we will continue to
make our core snacks healthier through innovations in heart-
healthier oil, sodium reduction and the addition of whole
grains, nuts and seeds.

* Core results and core results on a constant currency basis are non-GAAP measures that exclude certain items.

Please refer to pages 91 and 92 for a reconciliation to the most directly comparable ﬁnancial measure in
accordance with GAAP.

PepsiCo, Inc. 2009 Annual Report

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(cid:22)(cid:18)(cid:25)(cid:18)(cid:20)(cid:19)(cid:3)(cid:3)(cid:3)(cid:25)(cid:29)(cid:24)(cid:23)(cid:3)(cid:51)(cid:48)

2. Ensure Sustainable, Profitable Growth in Global

Beverages. The merger with our anchor bottlers creates a
lean, agile organization in North America with an optimized
supply chain, a flexible go-to-market system and enhanced
innovation capabilities. When combined with the actions we
are taking to refresh our brands across the entire beverage
category, we believe this game-changing transaction will
enable us to accelerate our top-line growth and also improve
our profitability. We continue to see significant areas of
global beverage growth, particularly in developing markets
and in evolving categories. We will invest in those attractive
opportunities, concentrating in geographies and categories
in which we are the leader or a close second, or where the
competitive game remains wide open. Additionally, we will
use our R&D capabilities to develop low- and zero-calorie
beverages that taste great and add positive nutrition such
as fiber, vitamins and calcium.

3. Unleash the Power of “Power of One.” PepsiCo is in the
unique position to leverage two extraordinary consumer
categories that have special relevance to retailers across the
globe. Our snacks and beverages are both high-velocity cat-
egories; both generate retail traffic; both are very profitable;
and both deliver exceptional cash flow. The combination of
snacks and beverages—with our high-demand global and
local brands—makes PepsiCo an essential partner for large-
format as well as small-format retailers. We will increasingly
use this portfolio and the high coincidence of consumption
of these products through integrated offerings (products,
marketing and merchandising) to create value for consumers
and deliver greater top-line growth for retailers. We also will
be accelerating Power of One supply chain and back-office
synergies in many regions to improve profitability and
enhance customer service.

4. Rapidly Expand Our “Good-for-You” Portfolio. PepsiCo
currently has a roughly $10 billion core of “Good-for-You”
products anchored by: Tropicana, Naked juice, Lebedyansky,
Sandora and our other juice brands; Aquafina; Quaker Oats;

Gatorade (for athletes); the new dairy joint venture with
Almarai; and local “Good-for-You” products and brands. We will
build on this core with an increasing stream of science-based
innovation derived from the R&D capabilities that we have
been ramping up over the past couple of years, as well as from
targeted acquisitions and joint ventures. We will be investing
to accelerate the growth of these platforms, and we will use
the knowledge from these initiatives to improve our core
snack and beverage offerings and also to develop highly nutri-
tious products for undernourished people across the world.

5. Continue to Deliver on Our Environmental

Sustainability Goals and Commitments. We are commit-
ted to protecting the Earth’s natural resources and are well
on our way to meeting our public goals for meaningful re-
ductions in water, electricity and fuel usage. Our businesses
around the world are implementing innovative approaches
to be significantly more efficient in the use of land, energy,
water and packaging—and we are actively working with the
communities in which we operate to be responsive to their
resource needs. In 2009, we formalized our commitment
to water as a human right, and we will focus not only on
world-class efficiency in our operations, but also on preserv-
ing water resources and enabling access to safe water. Our
climate change focus is on reducing our carbon footprint,
including a reduction in absolute greenhouse gas emissions
through continued improvement in energy efficiency and
the use of alternative energy sources. We actively work with
our farmers to promote sustainable agriculture—and we are
developing new packaging alternatives in both snacks and
beverages to reduce our impact on the environment.

6. Cherish Our Associates and Develop the Leadership to
Sustain Our Growth. We have an extraordinary talent base
across our global organization—in our manufacturing facilities,
our sales and distribution organizations, our marketing groups,
our staff functions and with our general managers. As we
expand our businesses, we are placing heightened focus on
ensuring that we maintain an inclusive environment and on

PepsiCo, Inc. 2009 Annual Report

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developing the careers of our associates—all with the goal
of continuing to have the leadership talent, capabilities and
experience necessary to grow our businesses well into the
future. As an example, we are implementing tailored training
programs to provide our managers and senior executives with
the strategic and leadership capabilities required in a rapidly
changing environment.

These six strategies are being implemented across PepsiCo by

our experienced leadership team that is geographically focused
and coordinated through global centers of excellence and global
functional leadership.

Our sincerest thanks...

During his 20-year career at PepsiCo, Mike White contributed
signiﬁcantly to PepsiCo—as CFO of Frito-Lay, CFO of Pepsi-Cola
Company worldwide, CFO of PepsiCo, CEO of Frito-Lay Europe
and then CEO of PepsiCo International. He served admirably as
PepsiCo’s Vice Chairman from 2006–2009, and played a major
role in executing many of the company’s acquisitions during
that time. All of us at PepsiCo—from the Board to the Executive
Team to the countless others he supported and mentored—
thank Mike for his many contributions to PepsiCo and wish
him and his family the very best.

• John Compton, a 26-year PepsiCo veteran, leads PepsiCo
Americas Foods, which spans all of our snack and food
businesses in the Americas.

• PepsiCo Americas Beverages, which encompasses our

beverage businesses across the Americas, is led by Eric Foss
and Massimo d’Amore. Eric has 28 years in the PepsiCo
family and brings extensive operational experience to his
role as the leader of our bottling company. Massimo, with
his 30 years in the global consumer space and 15 years
with PepsiCo, provides leadership for all brands as well as
operational leadership for Gatorade, Tropicana and our
Latin America franchise business.

• Zein Abdalla, with more than 30 years in consumer goods
and more than 14 years with PepsiCo, leads our food and
beverage business in Europe.

• Saad Abdul-Latif, a 28-year veteran of PepsiCo, leads our
food and beverage businesses in Asia, Middle East and
Africa, our fastest-growing regions.

with our solid foundations for growth, that give me great
optimism for 2010 and beyond. While we cannot underesti-
mate the challenges that lie ahead as countries, businesses
and consumers around the world begin to recover from what
has been a turbulent and traumatic 18 months, I am conﬁdent
that PepsiCo is starting from a strong position ﬁnancially,
operationally and culturally.
Our commitment to the principles and values of Performance
with Purpose has helped us earn trust and respect from our
consumers and partners, and the communities in which we
operate across the world. By staying true to this foundation
and continuing to execute on our strategies, we are sure that
PepsiCo will continue to provide long-term sustainable growth
for all stakeholders.

The Performance with Purpose initiatives that we have chosen
to showcase in this year’s annual report demonstrate that what’s
right for society is also what’s right for business. It is a belief to
which we are deeply committed. It has stood the test in diﬃcult
years, and we believe it will stand the test of time to come.

These general managers are supported by functional leaders

and other executives who ably manage every aspect of our
growing enterprise. Taken together, our top 15 leaders have
more than 260 years of combined experience in the consumer
space, with an average of 18 years each!

It is the true dedication, commitment, hard work and
unity of purpose of PepsiCo’s management teams, combined

INDRA K. NOOYI
Chairman and Chief Executive Oﬃcer

PepsiCo, Inc. 2009 Annual Report

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Financial Highlights
PepsiCo, Inc. and subsidiaries
(in millions except per share data; all per share amounts assume dilution)

2009

2008

Chg (a)

Chg
Constant
Currency (a)(e)

Core Earnings
Per Share*

Management Operating Cash
Flow, Excluding Certain Items**
(in millions)

Summary of Operations

Total net revenue

$43,232

$43,251

Core division operating profit (b)

$«««8,647

$««8,499

Core total operating profit (c)

$«««7,856

$««7,848

Core net income attributable

to PepsiCo (c)

$«««5,846

$««5,887

Core earnings per share (c)

$««««««3.71

$««÷3.68

– %

–%

(1)%

5 %

6 %

Other Data

Management operating

cash flow, excluding

certain items (d)

$«««5,583

$««4,831

16%

Net cash provided by

operating activities

$«««6,796

$««6,999

(3)%

Capital spending

$«««2,128

$««2,446

(13)%

Common share repurchases

$«««««««««÷««–

$««4,720

n/m

Dividends paid

Long-term debt

$«««2,732

$««2,541

$«««7,400

$««7,858

(6)%

(a) Percentage changes are based on unrounded amounts.

(b) Excludes corporate unallocated expenses, restructuring and impairment charges and PBG and PAS
merger costs. See page 91 for a reconciliation to the most directly comparable financial measure in
accordance with GAAP.

impact of our commodity hedges. See pages 91 and 92 for a reconciliation to the most directly comparable
financial measure in accordance with GAAP.

(d) Includes the impact of net capital spending, and excludes the impact of a discretionary pension

$3.68

$3.71

$3.37

$5,583

$4,573

$4,831

*See page 92 for a reconciliation to the most
directly comparable financial measure in
accordance with GAAP.

**See page 92 for a reconciliation to the most
directly comparable financial measure in
accordance with GAAP.

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

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

$250

$200

$150

$100

$50

2004

2005

2006

2007

2008

2009

contribution, cash payments for PBG and PAS merger costs and restructuring-related cash payments.
See also “Our Liquidity and Capital Resources” in Management’s Discussion and Analysis. See page 92
for a reconciliation to the most directly comparable financial measure in accordance with GAAP.

***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
returns for PepsiCo, the S&P 500 and the S&P Average indices are calculated through December 31, 2009.

(e) Assumes constant currency exchange rates used for translation based on the rates in effect in 2008.

See pages 91 and 92 for a reconciliation to the most directly comparable financial measure in accordance
with GAAP.

PepsiCo Estimated Worldwide
Retail Sales: $108 Billion

Includes estimated retail sales of all PepsiCo products, including those sold
by our partners and franchised bottlers.

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

Net Revenues

16%

23%

13%

48%

Dec-04 Dec-05 Dec-06 Dec-07 Dec-08 Dec-09
$131
$102
$125

$115
$105
$ 97

$114
$ 81
$103

$154
$128
$125

$124
$121
$113

$100
$100
$100

• PepsiCo Americas Foods – 48%
• PepsiCo Americas Beverages – 23%
• PepsiCo International – 29%
• Europe – 16%
• AMEA – 13%

250

200

150

100

Mix of Net Revenue

Pro Forma Revenue Percentage by Segment

37%

63%

• Food – 63%
• Beverage – 37%

52%

48%

• U.S. – 52%
• Outside the U.S. – 48%

PepsiCo, Inc. 2009 Annual Report

10%

16%

36%

38%

• PepsiCo Americas Foods – 36%
• PepsiCo Americas Beverages – 38%
• PepsiCo International – 26%
• Europe – 16%
• AMEA – 10%

The above pro forma 2009 revenue chart has been prepared to illustrate the effect of the PBG and PAS
mergers as if the mergers had been completed as of the beginning of PepsiCo’s 2009 fiscal year. The pro
forma revenue presented above is not indicative of the future operating results or financial position of PBG,
PAS and PepsiCo and is based upon preliminary estimates. The final amounts recorded may differ from the
information presented and are subject to change.

88045_03-32_k1a_R3.indd 6

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PepsiCo Mega-Brands
PepsiCo, Inc. has 19 mega-brands that generate $1 billion or more each in
annual retail sales (estimated worldwide retail sales in billions).

Pepsi-Cola

Mountain Dew / Mtn Dew

Lay’s Potato Chips

Gatorade (Thirst Quencher, G2, Propel)

Diet Pepsi

Tropicana Beverages

7UP (outside U.S.)

Doritos Tortilla Chips

Lipton Teas (PepsiCo/Unilever Partnership)

Quaker Foods and Snacks

Cheetos Cheese Flavored Snacks

Mirinda

Ruﬄes Potato Chips

Aquaﬁna Bottled Water

Pepsi Max

Tostitos Tortilla Chips

Sierra Mist

Fritos Corn Chips

Walkers Potato Crisps

$10

$15

$20

2009 Scorecard

– %

Volume

Constant Currency
Net Revenue*

Core Constant
Currency Division
Operating Proﬁt*

26%

15%

Core Constant
Currency Earnings
Per Share*

Total Return to
Shareholders

Core Return on
Invested Capital*

*See pages 91 and 92 for a reconciliation to the most directly comparable ﬁnancial
measure in accordance with GAAP.

Top Product Rankings
• Lay’s – #1 Potato Chip*
• Lebedyansky – #1 Juice in Russia **
• Doritos – #1 Flavored Tortilla Chip*
• Tropicana Pure Premium – #1 Orange Juice*
• Pepsi – #1 Carbonated Beverage in Canada**
• Cheetos – #1 Cheese Puﬀ*
• Sabritas – #1 Potato Chip in Mexico**
• Lipton – #1 Ready-to-Drink Tea*
• Quaker Oatmeal – #1 Hot Cereal*
• Gatorade – #1 Sports Drink*
• Walkers – #1 Potato Chip in United Kingdom**
• Tostitos – #1 Unﬂavored Tortilla Chip*
• Smith’s – #1 Potato Chip in Australia**

*U.S. (Source: IRI GDMxC 52 weeks ending 12/27/09) Based on Dollar Sales
**International (Source: Nielsen All Outlets 52 weeks ending 10/31/09)

PepsiCo, Inc. 2009 Annual Report

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Encourage
Encourage
Healthier Choices
Healthier Choices

In a world where people are both undernourished and overweight,
In a world where people are both undernourished and overweight,
we continue to expand our portfolio to better align with health
we continue to expand our portfolio to better align with health
and wellness wants and needs. In addition, we are investing in
and wellness wants and needs. In addition, we are investing in
our products and rethinking how they are made— increasing the
our products and rethinking how they are made— increasing the
use of whole grains, fiber, fruits and select vitamins and minerals,
use of whole grains, fiber, fruits and select vitamins and minerals,
while reducing saturated fat, sodium and added sugar. By doing
while reducing saturated fat, sodium and added sugar. By doing
so, we believe we will increase our global growth and enable
so, we believe we will increase our global growth and enable
customers and consumers to choose the nutritional benefits
customers and consumers to choose the nutritional benefits
of healthier foods and beverages. Our increased commitments
of healthier foods and beverages. Our increased commitments
to nutrition education, more transparent labeling, responsible
to nutrition education, more transparent labeling, responsible
marketing, and partnerships advocating basic facts about nutrition
marketing, and partnerships advocating basic facts about nutrition
and exercise help people and communities make healthier, more
and exercise help people and communities make healthier, more
informed choices. And that will make for healthier people and
informed choices. And that will make for healthier people and
healthier communities.
healthier communities.

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A Sports
Performance Innovator

Athletes look for a competitive edge that helps them get the
most out of their bodies. And Gatorade is once again setting the
bar with a new series of products specially formulated to
support performance and meet the diverse needs of athletes.

Scientists from the Gatorade Sports Science Institute have
created the G-Series—an innovative line of products designed
with the latest sports performance science in mind, and developed
in collaboration with the world’s greatest athletes, to provide
fuel, ﬂuid and nutrients before, during and after activity. Gatorade
Prime 01 delivers pre-game fuel in a convenient 4-ounce pouch,
and blends carbohydrates, B vitamins and electrolytes to provide
rapidly available energy. During training or competition, athletes rely
on Gatorade Perform 02—the trusted Gatorade Thirst Quencher—
to refresh, rehydrate and refuel. And after exercise or activity,
Gatorade Recover 03 rehydrates the body and provides protein
for muscles to get athletes ready for the next workout. Athletes
can use G-Series beverages individually or in sequence to meet
all their sports nutrition needs.
With only 20 calories per 8-ounce serving, G2 delivers the
same electrolytes as Gatorade to help maintain hydration. An
essential training partner, this great-tasting sports drink is helping
millions bring out their inner athlete by rehydrating and fueling
working muscles during shorter or lower-intensity workouts. Its
performance has been a bright spot in 2009, with approximately
12 percent volume growth, demonstrating its real potential as
a scalable global brand.

After earning top honors for most
successful new product in the
2008 IRI New Product Pacesetters
Report, G2 now appears in Ad Age’s
prestigious “Marketing Top 50” list
of top brands.
www.gssiweb.com

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Fresh, wholesome snacking (Sabra)

Refreshing burst of juice (Tropicana juicy pulp sacs)

0 grams trans fat (Quaker Oats rice)

Light and natural, smoothly carbonated (H2Oh!)

0 calories, 0 grams of sugar (Pepsi Light)

100% natural whole grain oats (Quaker Oats)

Full day’s supply of vitamin C (Trop50)

Harvested from nature (Lipton Iced Tea)

Lower in fat because they’re baked (Baked! Lay’s crisps)

Nourish your body (Cao Ben Le)

All-natural, zero-calorie sweetener (SoBe Lifewater)

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Fresh, wholesome snacking (Sabra)

Refreshing burst of juice (Tropicana juicy pulp sacs)

0 grams trans fat (Quaker Oats rice)

Light and natural, smoothly carbonated (H2Oh!)

0 calories, 0 grams of sugar (Pepsi Light)

100% natural whole grain oats (Quaker Oats)

Full day’s supply of vitamin C (Trop50)

Harvested from nature (Lipton Iced Tea)

Lower in fat because they’re baked (Baked! Lay’s crisps)

Nourish your body (Cao Ben Le)

All-natural, zero-calorie sweetener (SoBe Lifewater)

88045_AR09_Gatefold_8A-10_R4.indd 1

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A Sports
Performance Innovator

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Better Choices—From Morning to Night

The choices consumers make, and the
PepsiCo products they buy, reﬂect not just
who and where they are, but also what
they enjoy throughout the day. After all,
when they eat better, they feel better. That’s
why our portfolio oﬀers diverse choices
that deliver convenience, aﬀordability and
great taste.

For years, we’ve been working to
provide healthier snack and food choices
for every occasion. Frito-Lay led the

industry as the ﬁrst to remove trans fats
from all its snack chip products.

Today, whether it’s Quaker Oatmeal
or Lay’s potato chips, consumers around
the world can choose products that are
right for them and good for their families.
Parents can send their kids to school with
our Quaker Chewy Bar, a nutritious whole
grain snack that contains no high fructose
corn syrup. For an afternoon snack, a
Quaker Galletas de Avena cookie delivers
enjoyment with wholesome ingredients.

For dinner, Near East Pearled Couscous
gives families the casual elegance of a
chef-made, budget-friendly meal while
dining at home. And for daytime snacks
or late-night gatherings, new Grain Waves
with wholesome corn, wheat and oats
gives adults a healthier option.

Choices like these—along with active

lifestyles—make it easier for consumers
to enjoy the foods they like and achieve
the energy balance they need to lead
active lifestyles.

Visit Near East Recipes,
www.neareast.com/#recipes

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Frito-Lay North America began to produce potato chips with
sunﬂower oil in 2006; since then it has reduced saturated fats by
50 percent and removed trans fats from all products. Between
2003 and 2008 in the United Kingdom, our business reduced
saturated fats in Walkers snacks and crisps by 70–80 percent,
and salt levels by 25–55 percent.

PepsiCo, Inc. 2009 Annual Report

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Learn about Frito-Lay’s health
and wellness commitment at
www.snacksense.com

Nuts About Nutrition

Around the world, consumers love to snack—and many look
to nuts and seeds to deliver rich sources of protein, vitamin E,
magnesium and other nutrients. These benefits make nuts
and seeds an especially relevant and fast-growing category—
many of the products contribute to heart health and weight
management in unique ways that many other snack categories
cannot deliver.

We are building scale and advantage in this $14 billion
global category by leveraging our strengths as the world’s No. 2
nuts and seeds seller—and the only truly global competitor in
our category. Over the last several years, we’ve generated solid
revenue growth by bringing innovation to flavors, textures, forms
and packaging through our go-to-market system. And our nuts
and seeds products stand out on grocery shelves, sold under the
brands consumers have come to know and trust—Frito-Lay in
the United States, Sabritas and Mafer in Mexico, Simba in South
Africa, Duyvis in Holland, Spitz in Canada, Benenuts in France and
Belgium, Matutano in Spain and Portugal, Nutrinut in Venezuela
and Nobby’s in Australia.

PepsiCo, Inc. 2009 Annual Report

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Giving Beverages a Boost

Around the world, consumers are discovering new enhanced
beverages that deliver more than just great taste and refresh-
ment. They’re choosing juices, enhanced waters and other non-
carbonated beverages for their natural ingredients and benefits.

In Russia, where we are the No. 1 juice business, our

Lebedyansky juice company has introduced new products and
strengthened its go-to-market system to meet this growing
demand. Health-conscious consumers are reaching for Tonus
Active Plus, a new line of juices from Lebedyansky that bring
them a variety of benefits. Whether they seek a healthy
immune system with AntiOx, improved digestion with BioFiber
or nutrient-based energy with Power-C, they’re making juices
a part of their active lifestyles.
We are also growing our beverage portfolio in China with
a variety of locally designed and developed products. Xian Guo
Li is emerging as a juice beverage of choice made with new
seasonal juices and juicy pulp sacs, while Cao Ben Le (“happy
herb”) drinks incorporate familiar Chinese medicinal herbs like
red dates and chrysanthemums. These products helped our
non-carbonated portfolio grow sales by 45 percent in China.

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PepsiCo, Inc. 2009 Annual Report

In Dallas, working out of kid-friendly, PepsiCo Hope-
branded trucks, our team entered underprivileged
neighborhoods where children do not have access to
traditional summer programs. It delivered nutritious
breakfasts that included milk, an apple and a Quaker
Oatmeal bar and snacks consisting of a Tropicana juice
and a baked Frito-Lay product.

Hope for Accessible Nutrition

PepsiCo is promoting healthy eating
worldwide by developing new products
rich in whole grains, fruits, vegetables,
fiber, key vitamins and nutrients. We also
are taking aim at a much broader issue:
how to bring sustainable nutrition to the
world’s most vulnerable and underserved
populations.

In the United States, PepsiCo Hope is
our initiative to improve access to nutrition
in urban communities. In partnership
with Central Dallas Ministries, PepsiCo
Hope in 2009 piloted a mobile feeding
program in Dallas, Texas, delivering more
than 50,000 nutritious breakfasts and

snacks—including many PepsiCo
products—to underserved children.
Additionally in 2009, the PepsiCo
Foundation contributed more than
$3 million to key academic and commu-
nity organizations working to address
nutritional challenges in the United
States. These organizations included
Tufts University Friedman School of
Nutrition, Children in Balance and the
National Council of LaRaza, Cuidemos
Nuestra Salud.
We’re also pursuing sustainable nutri-
tion initiatives internationally as a first
step to understand how local food quality,

PepsiCo, Inc. 2009 Annual Report

price and access can contribute to hunger
and malnutrition. Along with global and
local partners, we are developing locally
relevant fortified products and will use our
supply chain to distribute them to hard-
to-reach communities in such countries
as Nigeria and India. Supporting interna-
tional efforts to address chronic hunger
in underserved communities, the PepsiCo
Foundation disbursed close to $4 million
in grants during 2009 to organizations
including the World Food Programme
and Save the Children.

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From Global Brands
to Local Flavors

Our global brands win consumers’ trust with their quality and taste. We
further deepen our relationships with consumers through our local brands
that appeal to their unique cultural norms, tastes and aspirations.

In Russia, we established our relationship with consumers 50 years
ago when we introduced them to Pepsi. At the start of 2009, we added
to our success in Russia with the launch of Lay’s red-caviar-ﬂavored chips,
which presented a uniquely Russian ﬂavor that’s a traditional symbol of
the New Year holidays.

In the vibrant markets east of the Middle East, we brought enjoyment,

freshness and nutrition to family tea time with Aliva, a new biscuit that
combines wheat and lentils with the authentic local savory or sweet ﬂavors
that families in India prefer. We also introduced Nimbooz lemon drink, our
own version of India’s homemade Nimbu Pani, allowing consumers of all
ages to enjoy the goodness of lemon juice with no ﬁzz, no artiﬁcial ﬂavors
and the trustworthiness of our local brand.
Much of this innovation stems from the work of our local research teams,
which draw on their social, cultural and nutritional knowledge to extend
product lines and create new ones.

PepsiCo also created platforms for future innovation of more nutritious,

locally relevant products. In 2009, we established a joint venture with Calbee
Foods, Japan’s leading snack company, and we acquired Amacoco, Brazil’s
largest coconut water company.

Russia
Russians got their ﬁrst
taste of Pepsi-Cola in
1959, and it would
become the ﬁrst Western
consumer product
produced and sold in the
USSR. In 2009, PepsiCo
announced that it will
invest $1 billion in Russia
over three years to ex-
pand manufacturing and
distribution capacity there
and introduce agricultural
technology to ensure the
highest crop yields and
quality standards. This
investment is expected
to create 2,000 jobs.

Dubai
In 2009, PepsiCo and
Dubai Refreshments
Company celebrated
50 years of distributing
beverages in Dubai and
the Northern Emirates.
As the economy of Dubai
has grown, distribution
of PepsiCo beverages has
increased dramatically.

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PepsiCo, Inc. 2009 Annual Report

Contribute to a
Healthier Planet

We believe that we will do better by doing good for the planet—
that there is a close connection between productive operations
and environmental stewardship. We are rethinking the way we
operate our business to minimize our impact on the environment
by finding innovative ways to grow, source, make, package
and transport our foods and beverages. We are reaching out to
local farmers, governments and community groups to improve
agricultural practices and improve crop yields through advanced
agricultural technologies and practices. We are forming local
partnerships to better manage watersheds and improve access
to safe water. We are deploying processes and technologies that
reduce the amount of energy and water required to manufacture
our products, and that make use of alternative energy sources.
This careful management of resources drives healthy business
results and helps create a healthier future for our planet.

88045_03-32_k1a_R4.indd 16

3/7/10 1:09 PM

The PepsiCo Chicago Sustainability Center was one of a
select group of 21 buildings around the world in April 2009
to achieve LEED Commercial Interior Platinum certification
from the U.S. Green Building Council (USGBC). Its unique
design features include seating made from 100 percent
postconsumer recycled beverage bottles and flooring,
carpeting and other materials that incorporate oat hulls
from the Quaker Cedar Rapids plant.

A Green Future

We operate in local communities around the world, and we’re
investing in innovative ways to minimize our environmental
impact. We’re building facilities that conserve energy and raw
materials and reduce waste. And across our operations, we’re
working with environmental organizations to understand local
ecological challenges and apply advanced, scientifically based
practices to address them.

In 2009, we introduced new Sustainable Engineering Guide
lines that apply to our new construction and major reengineering
projects worldwide. In the United States, our corporate facility in
Chicago meets Leadership in Energy and Environmental Design
(LEED) standards for efficient and sustainable energy use and
materials. And in Chongqing, China, we opened a new beverage
facility designed to use 22 percent less water and 23 percent less
energy than the average PepsiCo plant in China. The plant uses
its innovative environmental management system to monitor
water and energy use on every production line and every piece
of equipment in real time. These technologies will help the
plant reduce carbon emissions by an estimated 3,100 tons and
conserve 100 million liters of water each year.

Working with national and local governments, we also estab

lished environmental and investment strategies for each region
based on local needs. In the Netherlands, we are working with
the local government and nearby companies to investigate how
we can increase the amount of sustainable energy we produce
instead of buying only renewable energy. Through these and
other environmentally responsible practices, we are pursuing
our goals to reduce our consumption of water by 20 percent,
electricity by 20 percent and fuel by 25 percent per unit of
production by 2015, compared with our 2006 consumption.

PepsiCo, Inc. 2009 Annual Report

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First national beverage brand with a 100% recycled PET bottle (Naked Juice)

Degrades when exposed to air (Stila)

First national juice brand in the U.S. to publish a third-party verified carbon footprint (64 oz. Tropicana Pure Premium Original Orange Juice)

100% British-grown potatoes (Walkers crisps)

Launched the lightest-weight national brand water bottle in the U.S. in 2009 (Aquafina)

20% less plastic in packaging than the leading competitor (Lipton)

First fully compostable chip bag of its kind (SunChips snacks)

33% reduction in overall packaging materials (Quaker Chewy Rip ‘n Go)

Uses solar-generated steam to help cook the snacks at the Modesto, CA plant, one of eight SunChips plants nationwide (SunChips snacks)

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First national beverage brand with a 100% recycled PET bottle (Naked Juice)

Degrades when exposed to air (Stila)

First national juice brand in the U.S. to publish a third-party verified carbon footprint (64 oz. Tropicana Pure Premium Original Orange Juice)

100% British-grown potatoes (Walkers crisps)

Launched the lightest-weight national brand water bottle in the U.S. in 2009 (Aquafina)

20% less plastic in packaging than the leading competitor (Lipton)

First fully compostable chip bag of its kind (SunChips snacks)

33% reduction in overall packaging materials (Quaker Chewy Rip ‘n Go)

Uses solar-generated steam to help cook the snacks at the Modesto, CA plant, one of eight SunChips plants nationwide (SunChips snacks)

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A Green Future

Working with national and local governments, we also estab

PepsiCo, Inc. 2009 Annual Report

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Breaking Ground with Sustainable Packaging

Packaging gives consumers a window into
their favorite PepsiCo products, carrying
everything from nutrition labels to special
oﬀers. It can also reﬂect our commitment
to a sustainable future. We’re looking at
every part of the packaging process—from
the way we select and design packages to
how we procure and dispose of them. And
we continue to pursue innovative ways
to reduce total volume, recycle containers,
use renewable resources and remove
environmentally sensitive materials.

In Mexico, we implemented the use of

oxodegradable packaging for Stila baked

snacks that reduces waste by degrad-
ing when exposed to air. Frito-Lay has
partnered with Terracycle to collect and
extract materials from its snack chip bags
for reuse in other consumer products. In
2010, we will launch SunChips 10.5-ounce
bags made from plant-based renewable
materials, which are fully compostable in
a hot, active compost pile.

In the beverage aisle, consumers are
reaching for lighter packaging for Lipton
Iced Tea in Russia, and the new Eco-Fina
Bottle of Aquaﬁna water, which contains
50 percent less plastic than our 2002

bottle—saving 75 million pounds of
plastic each year.
We are leading the industry in the
use of post-consumer recycled PET. We
incorporate 10 percent recycled PET con-
tent in our carbonated soft drink (CSD)
plastic bottles in the United States. The
new 32-ounce bottles of Naked
Juice “reNEWabottle” is made
from 100 percent post-consumer
recycled PET resin, a ﬁrst for a
nationally distributed brand in
the United States.

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PepsiCo, Inc. 2009 Annual Report

Every Drop Counts

We recognize water as a basic human right. It is essential to our
food and beverage business. That’s why our goal is to achieve
positive water balance across all our businesses. For every liter
of water we use, we intend to return one to the earth.

Our India beverage operations have already met the

challenge. In a region where monsoon rains can provide a
much-needed source of water, our manufacturing plants collect
rainwater from their roofs and use it to rejuvenate surrounding
aquifers so communities can access safe water and rural
farmers can grow more crops. We’re also partnering with non-
government organizations in such water-stressed regions as
India, China, Ghana and Brazil to help install irrigation systems,
improve sanitation programs and construct community cisterns.
In addition, we’re also employing a variety of water conserva-
tion techniques ourselves—and sharing others with local farmers
and communities. In the United States, our conservation programs
are saving billions of liters of water. We are cleaning Gatorade
bottles with purified air rather than water. We are using advanced
filtration systems to recycle and reuse approximately 80 percent of
the processed water used in production at our Frito-Lay facility in
Arizona. In the United Kingdom, our Walkers business is working
to capture the water in potatoes and use it to make our facilities
self-sufficient for water. And in China, we’re pioneering new agri-
cultural methods to reduce the water used to grow the potatoes
for Lay’s potato chips by more than half.

These efforts are no drop in the bucket. So far, we’ve saved
billions of liters of water. But water will always be scarce, and we’re
determined to do more. Optimizing our efficient use of water is
good for people, good for the planet and good for business.

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Cultivating Local Opportunity

At PepsiCo, our agricultural heritage
gives us a healthy respect for the grains,
fruits, vegetables and nuts that deliver
great taste and nutrition. We rely on local
farmers to supply our network of global
facilities with high-quality fruits and
vegetables. These strong partnerships
help us ensure consistent freshness and
quality, increase crop yields, reduce our
carbon footprint and support families
and communities.

In Mexico, Sabritas creates a reliable

and sustainable market for small and
mid-sized corn farmers. We invited them

to become Sabritas supply chain partners
and are working with the local Educampo
Program to provide the seeds, fertilizers,
agrochemicals and water usage guidelines
that help farmers produce abundant crops.
This educational, technical and financial
support is enabling 297 producers in poor
farming communities to cultivate new
economic and social development oppor-
tunities while increasing their average crop
yield by more than 165 percent.

Similar agricultural programs are
reaping positive results in other countries
as well. In Russia, when the economic

downturn restricted available credit,
we kept local farmers afloat with micro-
credits, payments for crops, seed credits
and leases for agricultural machinery.
Our agro-manager teams also consulted
with farmers and shared best practices.
And in Inner Mongolia, China, we intro-
duced proven environmentally friendly
irrigation and crop rotation practices that
save water and help local potato farmers
grow thriving crops in the middle of the
desert. These farmers are better able to
make a sustainable living by selling their
crops at competitive prices.

PepsiCo, Inc. 2009 Annual Report

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A Big Step Toward a Reduced Carbon Footprint

Market leadership is a familiar position for
the Tropicana brand. So it’s no surprise
that North America’s juice leader would
also become the ﬁrst brand in the United
States to certify with the Carbon Trust
the carbon footprint of a product—in
this case a 64-ounce carton of Tropicana
Pure Premium orange juice.

To measure its footprint, Tropicana
partnered with third-party experts at the
Columbia Earth Institute and the Carbon

Trust to study every facet of the product
lifecycle—from growing and squeezing
oranges to getting the juice to the store
shelf. The analysis found that each half-
gallon carton of orange juice generates
about 3.75 pounds (1.7 kilograms) of total
carbon dioxide emissions. This research is
helping the brand improve its agricultural,
manufacturing, transportation and pack-
aging processes, all while still delivering a
delicious and healthy orange juice.

We have completed similar projects
with other products, including Walkers
Crisps, which has reduced its carbon
footprint by 7 percent since 2007. Just as
consumers can use this data to monitor
their own carbon footprints, we will use
it as a benchmark for measuring carbon
emissions going forward. It will also help
guide us as we make our operations more
energy eﬃcient—and further reduce our
environmental footprint.

PepsiCo, Inc. 2009 Annual Report

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Reducing Waste

We are working to reduce our impact
on landfills around the globe.

PepsiCo UK pledged in 2008 to
achieve zero landfill waste across its total
supply chain within 10 years. To date,
it has focused on reducing waste at its
manufacturing sites. With aggressive
programs to recycle and reuse materials,
eight of these sites in 2009 had already
met their goal of zero landfill waste.

The strong support of frontline associ-
ates was integral to each plant’s success,
and PepsiCo UK is trying to extend its
pledge across its supply chain. The plants
began by appointing marshals to help
identify the different waste streams, over-
see correct removal and educate front-
line associates on the need to recycle. In
Cupar, Scotland, the Quaker Oats factory

replaced multiple contractors with a
single partner who helped guide its
waste strategy.

Similar programs are in place in
the United States at Quaker, Tropicana
and Frito-Lay, where the businesses are
recycling more byproducts and also
promoting household recycling. Quaker
Oats is using 100 percent of the oat, in-
corporating oat kernels into whole grain
foods while converting the outer hulls
of oats into renewable biomass energy.
This practice, in turn, keeps waste from
the milling process out of local landfills.
Tropicana launched a recycling initiative
with Waste Management and its carton
suppliers that increased access to curb-
side recycling of juice cartons nationwide
by 26 percent in 2009.

Quaker is using the power of the oat to fuel a local
university. The Quaker Cedar Rapids plant is converting
oat hulls into a biomass alternative energy source that
supplies 14 percent of the University of Iowa’s power.

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PepsiCo, Inc. 2009 Annual Report

Promote
Empowerment,
Engagement
and Growth

At the heart of PepsiCo are our people, on whom our growth
depends. We continue to invest in our associates to help them
develop their skills and to sustain PepsiCo’s leadership pipeline.
We also are focused on increasing associate engagement
and satisfaction so that we maintain our position as an employer
of choice. By providing good jobs, an inclusive workplace,
training and development, career opportunities, benefits and
wellness programs, we participate in building a brighter future
for associates and their families worldwide. Our goal is to
foster the workplace culture, career growth and community
involvement that enable our associates globally to thrive at
work and at home. And that helps make PepsiCo and the
communities we serve healthier.

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Strength on Strength

In 2009, we embarked on a game-
changing initiative with the acquisitions
of our anchor bottlers—Pepsi Bottling
Group and PepsiAmericas—an event that
was designed to create a fully integrated
beverage system in North America. With
the completion of the acquisitions in
the first quarter of 2010, we are ready to
reinvent the beverage business.
When you combine our current work
on refreshing our brands across the entire
beverages category with 80 percent
ownership of our bottling network, you
get a sum greater than the parts.
We now have a united beverage com-
pany that is ready to face the challenges
of today’s market. For our customers,
we’re creating a nimble, responsive and
effective beverage system able to bring a

wider variety of products to market more
quickly and efficiently with greater flexibil-
ity. For our associates, we’re building upon
a high-performance culture, grounded in
respect and appreciation for one another
and the people and the communities we
serve. Moving forward, we’ll be providing
greater opportunities for both personal
and career growth in a global organiza-
tion with world-class capabilities.

Simply stated—we will be better able

to delight consumers with the brands
they love, to grow our customers’ busi-
nesses and to enable associates to build
their careers. We will be better able to
create value for PepsiCo shareholders and
to improve the communities in which
we work.

PepsiCo, Inc. 2009 Annual Report

Delivering Success for Four Generations
Independent bottlers and distributors play a vital and
integral role in the PepsiCo enterprise, and there’s no
replicating the experience and knowledge that third-
and fourth-generation bottlers contribute. Our partner-
ship with the Minges Bottling Group began in 1935.
Since then, four generations have worked with passion,
determination and fortitude to deliver the brand they love
throughout eastern North Carolina. “Selling Pepsi-Cola
is one of the most exciting things anybody could ever
do,” said CEO Jeff Minges. “Our whole family’s identity
is Pepsi-Cola, and we’re proud to be Pepsi bottlers.”
Pictured left to right: Thomas Minges, Jeff Minges,
Miles Minges.

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The perfect size chip every time* (Tostitos)

Like drinking fresh fruit from a glass* (Dole)

Good traditional taste that people like* (Mirinda)

The perfect mix of sweet and salty* (Rold Gold pretzels)

Prompting millions of Brits to smile* (Walkers)

Helped me finish my first-ever marathon* (Gatorade)

Tastes better than homemade* (Tostitos Restaurant Salsa)

By far the best chip ever* (Lay’s)

It feels really good to know you’re eating natural ingredients* (Red Sky)

I love that we can now get the benefits of Quaker Oatmeal in a pancake* (Quaker Pancakes)

We all love the refreshing taste of Frustyle* (Frustyle)

A Pepsi always brightens my day* (Pepsi)

* Associate Testimonials

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The perfect size chip every time* (Tostitos)

Like drinking fresh fruit from a glass* (Dole)

Good traditional taste that people like* (Mirinda)

The perfect mix of sweet and salty* (Rold Gold pretzels)

Prompting millions of Brits to smile* (Walkers)

Helped me finish my first-ever marathon* (Gatorade)

Tastes better than homemade* (Tostitos Restaurant Salsa)

By far the best chip ever* (Lay’s)

It feels really good to know you’re eating natural ingredients* (Red Sky)

I love that we can now get the benefits of Quaker Oatmeal in a pancake* (Quaker Pancakes)

We all love the refreshing taste of Frustyle* (Frustyle)

A Pepsi always brightens my day* (Pepsi)

* Associate Testimonials

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Strength on Strength

Simply stated—we will be better able

PepsiCo, Inc. 2009 Annual Report

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Clockwise from top left: Rob Hargrove, Vice President
R&D, PepsiCo Europe; Nancy Higley, Ph.D., Vice President,
Food Safety & Regulatory Affairs; Mark Pirner, MD, Ph.D.,
Director, Clinical and Scientific Development Strategy;
Rocco Papalia, Senior Vice President, PepsiCo Advanced
Research; Dondeena Bradley, Ph.D., Vice President,
Global Nutrition; Paul B. Madden, M.Ed., Director,
Nutrition Advocacy, Education & Empowerment;
Derek Yach, MBChB MPH, Senior Vice President, Global Health
Policy; Anouchah Sanei, Ph.D., Vice President, R&D Asia.

Rethinking Research and Development

How do you get athletes and exercisers
to perform better for longer and to play
harder? How do you lower salt by 25
to 50 percent without taking away the
taste people love? How do you balance
biological needs with cultural wants while
minimizing impacts to local ecosystems?
At PepsiCo, we’re rethinking research and
development to look beyond flavor, color
and intensity of taste. As we study and
understand how the body metabolizes

foods and beverages, we’re designing
convenience products that make it easier
for consumers to lead healthier lifestyles.

To address these and other questions,
PepsiCo established new research priorities
that promote greater nutrition and food
safety. A new global team of clinicians,
epidemiologists and food scientists—each
with a different perspective and area of
expertise—is working to develop new
products that can improve people’s diets.

And, at a new research facility adjacent
to Yale University, we’re collaborating
with some of the world’s best scientists
and using advanced equipment to mea-
sure metabo lism in more than 300 ways.
Together, the team is using advanced
science to create wholesome products
with natural ingredients, lead our industry
toward a healthier future and contribute
to ongoing dialogue about societal
health solutions.

Clockwise from top left: Gregory L. Yep, Ph.D., Global Vice
President R&D, Long-Term Research; George A. Mensah, MD,
FACC, FACP, Director, Heart Health & Global Health Policy;
Jonathan C. McIntyre, Ph.D., Senior Vice President, R&D
Global Beverages; Heidi Kleinbach-Sauter, Ph.D., Senior
Vice President, PepsiCo Global Foods R&D; Mannu Bhatia,
Finance Director, Global R&D; Mehmood Khan, MD, Senior
Vice President, Chief Scientific Officer; Cathy Robinson,
Strategy Director, Global R&D.

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PepsiCo, Inc. 2009 Annual Report

Visit the Doritos Brazil website at
www.doritos.com.br/sweetchili/site
to see consumers bring their
characters to life.

Building Personal Connections

As our culture evolves, so do the habits
of consumers. They are connecting online
via social networks, sharing pictures and
stories on Facebook®* and following events
and news via their friends on Twitter.®* To
compete in this space, we are focusing on
talented associates who understand the
preferences of the interactive consumer.
We are building a community of digitally
savvy associates who are using social
media to connect with one another and
draw us and our brands into the cultural
conversation.

Our brands are building connections
with digital influencers to further our cul-

tural relevance. Early in 2009, Quaker
launched the Start with Substance
campaign, where Americans who
ate a nutritious, affordable breakfast
of Quaker Oatmeal could also “fuel it
forward” to less fortunate families. For
every purchase of Quaker hot cereal
recorded at the Start with Substance
Facebook page, Quaker donated

one bowl of wholesome oatmeal—up
to 1 million bowls—to the organization
Share Our Strength.

In Brazil, the Doritos marketing team
wanted to spice things up as it launched
a new flavor to reinforce the brand as
“the coolest and most social snack”
among teens and millennials. It created
Doritos Sweet Chili and built credentials
through an attention-grabbing design
and digital experience that consumers
could share with friends. The team created
an on-pack digital experience featuring
toy art characters called Doritos Lovers.
It then invited consumers to use an
Augmented Reality Code to release their
Doritos Lover at a dedicated website.
When they place the pack in front of a
webcam, a “nice” (sweet) or “naughty”
(chili) creature comes alive on the screen.
Programs like these place our global
brands at the center of popular culture,
where they can continue to energize new
generations of consumers.

* ® Registered trademark of Twitter, Inc. and
Registered trademark of Facebook, Inc.

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Shared Responsibility

The world’s health challenges are too
large and diverse for any one company,
group or government to solve. But with
our global reach and our associates’
must-do sense of responsibility, there’s
a lot we can do to create a better future
for people and families.

Associates are reaching across the
marketplace, schools and the workplace
to help with programs that support a
healthy diet and exercise. In the United
States, we have partnered with the YMCA
Activate America®* Program to promote
community-wide events such as the
annual YMCA Healthy Kids Day. This event
attracted more than 750,000 children and

families across 1,700 YMCAs and taught
valuable lessons about health and activity.
We’re also addressing health and
wellness issues on a global scale. PepsiCo
is supporting the U.N. Millennium
Development Goals through our nutri-
tion programs, investments in education,
research on sustainable agriculture and
partnerships with leading global health
organizations. Our ongoing efforts to
reformulate products, improve product
labeling and promote physical activity are
advancing the World Health Organization’s
strategy to help improve diet and health,
as are our partnerships with the National
Institutes of Health and the Global Alliance
for Improved Nutrition.

Registered trademark of the YMCA of the USA.

*®

PepsiCo developed a program in Mexico designed to
generate awareness among schoolchildren about the
importance of a healthy diet and daily physical activity.
It has been distributed to more than 4,000 elementary
and high schools all over the country, reaching 1.5 mil-
lion children. This program is based upon two main
components: educational computer software and the
promotion of a 30-minute daily physical activity routine.

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PepsiCo, Inc. 2009 Annual Report

A Healthier Workforce

Our commitment to emphasize energy
balance, nutrition, weight management
and physical activity led us to play a
leadership role in the development of the
Healthy Weight Commitment Foundation
in the United States. This new coalition
of more than 40 food and beverage com-
panies focuses our expertise in healthier
foods and beverages, packaging, label-
ing, marketing and distribution to combat
obesity by promoting balanced nutrition
and exercise.

This focus on energy balance also

finds expression in HealthRoads, our
workplace health and wellness pro-
gram designed for associates to achieve
and maintain a healthy weight. PepsiCo
associates live in diverse cultures and
take different approaches to health and
well-being, but they can all benefit from
programs that support preventive care,
healthy eating and exercise. Associates
and their families in 21 countries benefit

from HealthRoads, providing personalized
coaching, fitness and nutrition programs
as well as incentives and online tools to
help associates and their families achieve
wellness. Its primary focus is diet, exercise
and nutrition, but it also assists associates
with potential health risks. HealthRoads is
a catalyst for changing behaviors, and the
program fosters a culture of well-being
that supports talent sustainability—and
helps PepsiCo control its health care costs.

PepsiCo, Inc. 2009 Annual Report

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In the United States, where 93 percent of
HealthRoads participants and their partners
have completed a personal health assessment,
more than 31,000 have engaged in a wellness
program to eliminate a health risk.

• Global 500/World’s Largest Corporations—Fortune
• World’s Most Ethical Companies—Ethisphere Magazine
• America’s Most Reputable Companies—Forbes.com
• Global 2000 World’s Biggest Companies—Forbes

• Community Partnership Awards—Food and
Drink Federation
• Best Foods for Women—Women’s Health
• “Product of the Year” Awards—Russian National
Trade Association

The World
Is Noticing

The promise of PepsiCo is a commitment to extend our hands and hearts to help others
improve their health and well-being, contribute to a sustainable environment and create
economic opportunity. It also fosters a culture of diversity, opportunity and work-life
balance, where associates can thrive in an environment that provides training and
development and offers varied career opportunities. These factors also help us do better
as a company and consistently earn third-party recognition.

• Best Places to Launch a Career—BusinessWeek
• Best Companies for Multicultural Women—Working Mother
• Best Employers for Healthy Lifestyles—National Business
Group on Health
• Diversity Elite—Hispanic Business Magazine
• Companies Where Women Could Be Promoted the Fastest—Forbes Turkey

• Dow Jones Sustainability World and
North American Indexes—Dow Jones
• U.S. EPA Top Partner Rankings
• U.S. EPA Energy Star Partner of the Year
• Green Rankings—Newsweek US
• Environmental Excellence Award—National
Forum for Environment & Health (Pakistan)
and United Nations Environment Program

Diversity and
Inclusion Statistics

Board of Directors (a)

Senior Executives (b)

Executives (U.S.)

All Managers (U.S.)

Total

Women

2,325

10,685

770

3,980

All Associates (U.S.) (c)

58,340

14,790

People
of Color

480

3,105

18,730

At year-end we had approximately 203,000 associates worldwide.
(a) Our Board of Directors is pictured on page 94.
(b) Includes PepsiCo Officers listed on page 95.
(c) Includes full-time associates only.
Executives, all managers and all associates are approximate numbers as of 12/26/09.

PepsiCo, Inc. 2009 Annual Report

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Financial Contents

ManageMent’s DisCussion anD analysis

notes to ConsoliDateD FinanCial stateMents

OUR BUSINESS
Executive Overview . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Our Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Our Customers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Our Distribution Network . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Our Competition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Other Relationships . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Our Business Risks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Risks Relating to the Mergers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42

OUR CRITICAL ACCOUNTING POLICIES
Revenue Recognition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
Brand and Goodwill Valuations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
Income Tax Expense and Accruals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
Pension and Retiree Medical Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
Recent Accounting Pronouncements . . . . . . . . . . . . . . . . . . . . . . . . . . . 49

OUR FINANCIAL RESULTS
Items Affecting Comparability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
Results of Operations—Consolidated Review . . . . . . . . . . . . . . . . . . . 51
Results of Operations—Division Review . . . . . . . . . . . . . . . . . . . . . . . . . 53
Frito-Lay North America . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
Quaker Foods North America . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
Latin America Foods . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
PepsiCo Americas Beverages . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
Europe . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
Asia, Middle East & Africa . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
Our Liquidity and Capital Resources . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
Acquisition of Common Stock of PBG and PAS . . . . . . . . . . . . . . . . . . 59

Note 1
Basis of Presentation and Our Divisions . . . . . . . . . . . . . . . 64
Note 2 Our Significant Accounting Policies . . . . . . . . . . . . . . . . . . 67
Restructuring and Impairment Charges . . . . . . . . . . . . . . 68
Note 3
Property, Plant and Equipment and
Note 4

Intangible Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
Income Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
Note 5
Stock-Based Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . 72
Note 6
Note 7
Pension, Retiree Medical and Savings Plans . . . . . . . . . . 73
Note 8 Noncontrolled Bottling Affiliates . . . . . . . . . . . . . . . . . . . . . . 77
Note 9 Debt Obligations and Commitments . . . . . . . . . . . . . . . . . 79
Note 10 Financial Instruments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80
Note 11 Net Income Attributable to PepsiCo

per Common Share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83
Note 12 Preferred Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84
Note 13 Accumulated Other Comprehensive

Loss Attributable to PepsiCo . . . . . . . . . . . . . . . . . . . . . . . 85
Note 14 Supplemental Financial Information . . . . . . . . . . . . . . . . . . 85
Note 15 Acquisition of Common Stock of PBG and PAS . . . . . . . 86

ManageMent’s ResponsiBility FoR

FinanCial RepoRting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 87

ManageMent’s RepoRt on inteRnal

ContRol oveR FinanCial RepoRting . . . . . . . . . . 88

RepoRt oF inDepenDent RegisteReD
puBliC aCCounting FiRM . . . . . . . . . . . . . . . . . . . . . . . . . . . 89

seleCteD FinanCial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90

ConsoliDateD stateMent oF inCoMe . . . . . . . . . . . . 60

ReConCiliation oF gaap anD
non-gaap inFoRMation . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91

ConsoliDateD stateMent oF Cash Flows . . . . . . 61

glossaRy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93

ConsoliDateD BalanCe sheet . . . . . . . . . . . . . . . . . . . . . . 62

ConsoliDateD stateMent oF equity . . . . . . . . . . . . . 63

PepsiCo, Inc. 2009 Annual Report

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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 93. 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.

ExEcUtIvE OvERvIEw
We are a leading global food, snack and beverage company.
Our brands—which include Quaker Oats, Tropicana, Gatorade,
Frito-Lay and Pepsi—are household names that stand for quality
throughout the world. As a global company, we also have strong
regional brands such as Walkers, Gamesa and Sabritas. Either
independently or through contract manufacturers, we make,
market and sell a variety of convenient, enjoyable and wholesome
foods and beverages. Our portfolio includes oat, rice and grain-
based snacks, as well as carbonated and non-carbonated bever-
ages, in over 200 countries. Our largest operations are in North
America (United States and Canada), Mexico and the United
Kingdom. Additional information concerning our divisions and
geographic areas is presented in Note 1.

We are united by our unique commitment to Performance with
Purpose, which means delivering sustainable growth by investing
in a healthier future for people and our planet. Our goal is to continue
to build a balanced portfolio of enjoyable and wholesome foods
and beverages, find innovative ways to reduce the use of energy,
water and packaging and provide a great workplace for our
employees. Additionally, we will respect, support and invest in
the local communities where we operate by hiring local people,
creating products designed for local tastes and partnering with
local farmers, governments and community groups. We make
this commitment because we are a responsible company and
a healthier future for all people and our planet means a more
successful future for PepsiCo.

And in recognition of our continuing sustainability efforts, we
were again included on the Dow Jones Sustainability North America
Index and the Dow Jones Sustainability World Index in September
2009. These indices are compiled annually.

Our management monitors a variety of key indicators to
evaluate our business results and financial conditions. These
indicators include market share, volume, net revenue, operating
profit, management operating cash flow, earnings per share and
return on invested capital.

Key challenges and Strategies for Driving Growth
We remain focused on growing our business with the objectives
of improving our financial results and increasing returns for our
shareholders. We continue to focus on delivering top-quartile
financial performance in both the near term and the long term,
while making global investments in key regions and targeted
product categories to drive sustainable growth. We have identified
the following key challenges and related competitive strategies
for driving growth that we believe will enable us to achieve
our objectives:

1. Expand the Global Leadership Position of our Snacks Business
Expanding our snacks businesses in developing and emerging
markets is important to our growth. In 2009, we were the global
snacks leader, with the #1 savory category share position in virtually
every key region across the globe. We had advantaged positions
across the entire value chain in more than 40 developed and
developing regions in which we operate and were able to
capitalize on local manufacturing and optimize go-to-market
capabilities in each region, as well as introduce locally relevant
products using global capabilities. And we have significant growth
opportunities as we work to expand our current snacks businesses
in these regions, extend our reach into new geographies and enter
adjacent categories. We also intend to continue to make our core
snacks healthier through innovations in heart-healthy oil, sodium
reduction and the addition of whole grains, nuts and seeds.

2. Ensure Sustainable, Profitable Growth in Global Beverages
The U.S. liquid refreshment beverage category and challenging
economic conditions facing consumers continue to place pressure
on our global beverage business. In the face of this pressure, we
are taking action to ensure sustainable, profitable growth in our
global beverage business. We expect that the mergers with PBG
and PAS will create a lean, agile organization in North America
with an optimized supply chain, a flexible go-to-market system and
enhanced innovation capabilities. When combined with the actions
we are taking to refresh our brands across the entire beverage
category, we believe this game-changing transaction will enable us
to accelerate our top-line growth and also improve our profitability.
There continue to be significant areas of global beverage growth,
particularly in developing markets and in evolving categories. We will
invest in those attractive opportunities, concentrating in geographies
and categories in which we are the leader or a close second, or where
the competitive game remains wide open. Additionally, we intend to
use our research and development capabilities to develop low- and
zero-calorie beverages that taste great and add positive nutrition
such as fiber, vitamins and calcium.

PepsiCo, Inc. 2009 Annual Report

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Management’s Discussion and Analysis

3. Unleash the Power of “Power of One”
Retail consolidation continues to increase the importance of our
key customers. We must maintain mutually beneficial relationships
with our key customers, as well as retailers and our bottling partners,
to effectively compete. We are in the unique position to leverage
two extraordinary consumer categories that have special relevance
to retailers across the globe. Our snacks and beverages are both high
velocity categories; both generate retail traffic; both are profitable;
and both deliver strong cash flow. The combination of snacks and
beverages—with our “must have” global and local brands—makes
us an essential partner for large-format as well as small-format
retailers. We expect to increasingly use this portfolio and the high
coincidence of consumption of these products through integrated
offerings (products, marketing and merchandising) to create value
for consumers and deliver greater top-line growth for retailers.
We intend to accelerate Power of One supply chain and back-office
synergies in many regions to improve profitability and enhance
customer service.

4. Rapidly Expand our “Good for You” Portfolio
Consumer tastes and preferences are constantly changing and
our success depends on our ability to respond to consumer trends,
including responding to consumers’ desire for healthier choices.
We currently have a roughly $10 billion core of “good-for-you”
products anchored by: Tropicana, Naked Juice, Lebedyansky, Sandora
and our other juice brands; Aquafina; Quaker Oats; Gatorade (for
athletes); the new dairy joint venture with Almarai; and local good-for-
you products and brands. We intend to build on this core with an
increasing stream of science-based innovation derived from the
research and development capabilities that we have been ramping
up over the past couple of years, as well as from targeted acquisi-
tions and joint ventures. We will be investing to accelerate the
growth of these platforms, and we will use the knowledge from
these initiatives to improve our core snack and beverage offerings
and also to develop highly nutritious products for undernourished
people across the world.

5. Continue to Deliver on Our Environmental Sustainability
Goals and Commitments
Consumers and government officials are increasingly focused on the
impact companies have on the environment. We are committed
to protecting the earth’s natural resources and are well on our way
to meeting our public goals for meaningful reductions in water,
electricity and fuel usage. Our businesses around the world are

PepsiCo, Inc. 2009 Annual Report

implementing innovative approaches to be significantly more
efficient in the use of land, energy, water, and packaging—and we
are actively working with the communities in which we operate
to be responsive to their resource needs. In 2009, we formalized our
commitment to water as a human right, and we will focus not only
on world-class efficiency in our operations, but also in preserving
water resources and enabling access to safe water. Our climate
change focus is on reducing our carbon footprint, including the
reduction in absolute greenhouse gas emissions and continued
improvement in energy use efficiency. We actively work with our
farmers to promote sustainable agriculture—and we are develop-
ing new packaging alternatives in both snacks and beverages to
reduce our impact on the environment.

6. Cherish our Employees and Develop the Leadership
to Sustain Our Growth
Our continued growth requires us to hire, retain and develop
our leadership bench and a highly skilled and diverse workforce.
This will be especially important during 2010 in connection with
the integration efforts related to the proposed mergers with PBG
and PAS. We have an extraordinary talent base across our global
organization—in our manufacturing facilities, our sales and
distribution organizations, our marketing groups, our staff functions,
and with our general managers. As we expand our businesses,
we are placing heightened focus on ensuring that we maintain
an inclusive environment and on developing the careers of our
associates—all with the goal of continuing to have the leadership
talent, capabilities and experience necessary to grow our businesses
well into the future. As an example, we are implementing tailored
training programs to provide our managers and senior executives
with the strategic and leadership capabilities required in a rapidly
changing environment.

At PepsiCo, everything we do is underpinned by our commit-

ment to Performance with Purpose. This means we deliver
sustainable growth by investing in a healthier future for people and
our planet. For instance, in addition to the long-term sustainability
and talent-related commitments referenced above, we also intend
to respect, support and invest in the local communities where we
operate by hiring local people, creating products designed for local
tastes and partnering with local farmers, governments and
community groups.

Performance with Purpose has been the fundamental
underpinning to our success in 2009 and has been recognized
by publications and organizations from Fortune Magazine’s

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Most Admired Companies to Newsweek Green Rankings to the
Boston College Center for Corporate Citizenship. By staying true to
this foundation and executing on our strategy, we believe we will
be able to achieve our objectives of improving financial results
and increase return for our shareholders.

Our OperatiOns
We are organized into three business units, as follows:
(1) PepsiCo Americas Foods (PAF), which includes Frito-Lay

North America (FLNA), Quaker Foods North America (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 PepsiCo
Beverages North America and all of our Latin American
beverage businesses; and

(3) PepsiCo International (PI), which includes all PepsiCo

businesses in Europe and all PepsiCo businesses in Asia,
Middle East and Africa (AMEA).

Our three business units are comprised of six reportable segments

(referred to as divisions), as follows:
• FLNA,
• QFNA,
• LAF,
• PAB,
• Europe, and
• AMEA.

Frito-Lay north america
Either independently or through contract manufacturers, FLNA
makes, markets, sells and distributes branded snack foods. These
foods include Lay’s potato chips, Doritos tortilla chips, Cheetos
cheese flavored snacks, Tostitos tortilla chips, branded dips, Fritos
corn chips, Ruffles potato chips, Quaker Chewy granola bars and
SunChips multigrain snacks. FLNA branded products are sold to
independent distributors and retailers. In addition, FLNA’s joint
venture with Strauss Group makes, markets, sells and distributes
Sabra refrigerated dips.

Quaker Foods north america
Either independently or through contract manufacturers, QFNA
makes, markets and sells cereals, rice, pasta and other branded
products. QFNA’s products include Quaker oatmeal, Aunt Jemima
mixes and syrups, Cap’n Crunch cereal, Quaker grits, Life cereal,
Rice-A-Roni, Pasta Roni and Near East side dishes. These branded
products are sold to independent distributors and retailers.

Latin america Foods
Either independently or through contract manufacturers, LAF
makes, markets and sells a number of snack food brands including
Gamesa, Doritos, Cheetos, Ruffles, Lay’s and Sabritas, as well as
many Quaker-brand cereals and snacks. These branded products
are sold to independent distributors and retailers.

pepsiCo americas Beverages
Either independently or through contract manufacturers, PAB
makes, markets and sells beverage concentrates, fountain syrups
and finished goods, under various beverage brands including
Pepsi, Mountain Dew, Gatorade, 7UP (outside the U.S.), Tropicana
Pure Premium, Sierra Mist, Mirinda, Mug, Propel, Manzanita Sol,
Tropicana juice drinks, SoBe Lifewater, Dole, Amp Energy, Paso de
los Toros, Naked juice and Izze. PAB also, either independently or
through contract manufacturers, makes, 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,
PAB licenses the Aquafina water brand to its bottlers and markets
this brand. PAB sells concentrate and finished goods for some of
these brands to authorized bottlers, and some of these branded
finished goods are sold directly by us to independent distributors
and retailers. The bottlers sell our brands as finished goods to
independent distributors and retailers. PAB’s volume reflects 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
quantifies the sell-through of our products at the consumer level.

See also “Acquisition of Common Stock of PBG and PAS” below.

europe
Either independently or through contract manufacturers, Europe
makes, markets and sells a number of leading snack foods including
Lay’s, Walkers, Doritos, Cheetos and Ruffles, as well as many
Quaker-brand cereals and snacks, through consolidated businesses
as well as through noncontrolled affiliates. Europe also, either
independently or through contract manufacturers, makes, markets
and sells beverage concentrates, fountain syrups and finished
goods under various beverage brands including Pepsi, 7UP and
Tropicana. These brands are sold to authorized bottlers, independent

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PepsiCo, Inc. 2009 Annual Report

Management’s Discussion and Analysis

distributors and retailers. In certain markets, however, Europe
operates its own bottling plants and distribution facilities. In
addition, Europe licenses the Aquafina water brand to certain
of its authorized bottlers. Europe also, either independently or
through contract manufacturers, makes, markets and sells ready-to-
drink tea products through an international joint venture with
Unilever (under the Lipton brand name).

Europe reports two measures of volume. Snacks volume is
reported on a system-wide basis, which includes our own sales
and the sales by our noncontrolled affiliates of snacks bearing
Company-owned or licensed trademarks. Beverage volume reflects
Company-owned or authorized bottler sales of beverages bearing
Company-owned or licensed trademarks to independent distribu-
tors and retailers (see PepsiCo Americas Beverages above).

See also “Acquisition of Common Stock of PBG and PAS” below.

Asia, Middle East & Africa
AMEA makes, markets and sells a number of leading snack food
brands including Lay’s, Kurkure, Chipsy, Doritos, Smith’s, Cheetos,
Red Rock Deli and Ruffles, through consolidated businesses as well
as through noncontrolled affiliates. Further, either independently
or through contract manufacturers, AMEA makes, markets and sells
many Quaker-brand cereals and snacks. AMEA also makes, markets
and sells beverage concentrates, fountain syrups and finished goods,
under various beverage brands including Pepsi, Mirinda, 7UP and
Mountain Dew. These brands are sold to authorized bottlers,
independent distributors and retailers. However, in certain markets,
AMEA operates its own bottling plants and distribution facilities.
In addition, AMEA licenses the Aquafina water brand to certain of
its authorized bottlers. AMEA also, either independently or through
contract manufacturers, makes, markets and sells ready-to-drink
tea products through an international joint venture with Unilever
(under the Lipton brand name). AMEA reports two measures of
volume (see Europe above).

Our CustOMErs
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 trademarks
within a specific geographic area. These arrangements provide
us with the right to charge our bottlers for concentrate, finished
goods and Aquafina royalties and specify the manufacturing
process required for product quality.

PepsiCo, Inc. 2009 Annual Report

Since we do not sell directly to the consumer, we rely on and

provide financial incentives to our customers to assist in the
distribution and promotion of our products. For our independent
distributors 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 annually 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 materials, product placement fees, media and advertising.
Vending and cooler equipment placement programs support the
acquisition and placement of vending machines and cooler
equipment. The nature and type of programs vary annually.

Retail consolidation and the current economic environment
continue to increase the importance of major customers. In 2009,
sales to Wal-Mart Stores, Inc. (Wal-Mart), including Sam’s Club
(Sam’s), represented approximately 13% of our total net revenue.
Our top five retail customers represented approximately 33% of our
2009 North American net revenue, with Wal-Mart (including Sam’s)
representing approximately 19%. These percentages include
concentrate sales to our bottlers which are used in finished goods
sold by them to these retailers. In addition, sales to PBG represented
approximately 6% of our total net revenue in 2009. See “Acquisition
of Common Stock of PBG and PAS,” “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 have designated three related
party bottlers, PBG, PAS and Pepsi Bottling Ventures LLC (PBV), as our
anchor bottlers. We include our share of their net income based on
our percentage of economic ownership in our income statement as
bottling equity income. Our anchor bottlers distribute approximately
60% of our North American beverage volume and approximately
16% of our beverage volume outside of North America. Our anchor
bottlers participate in the bottler funding programs described
above. Approximately 8% of our total 2009 sales incentives were
related to these bottlers. See Note 8 for additional information on

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these related parties and related party commitments and guaran-
tees. Our share of income or loss from other noncontrolled affiliates
is recorded as a component of selling, general and administrative
expenses. See “Acquisition of Common Stock of PBG and PAS” for
more information on our related party bottlers.

Our DistributiOn netwOrk
Our products are brought to market through DSD, customer
warehouse and foodservice and vending distribution networks.
The distribution 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.

Customer 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 distributors
and operators. Our foodservice and vending sales force also
distributes certain beverages through our bottlers. This distribution
system supplies our products to restaurants, businesses, schools,
stadiums and similar locations.

Our COmpetitiOn
Our businesses operate in highly competitive 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, our chief beverage competitor, The Coca-Cola
Company, has a larger share of CSD consumption, while we have
a larger share of liquid refreshment beverages consumption. In
addition, The Coca-Cola Company has a significant CSD share
advantage in many markets outside the United States. Further,
our snack brands hold significant leadership positions in the snack
industry worldwide. Our snack brands face local, regional and

private label competitors, as well as national and global snack
competitors, 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, the
introduction of new products and the effectiveness of our advertis-
ing campaigns, marketing programs and product packaging. We
believe that the strength of our brands, innovation and marketing,
coupled with the quality of our products and flexibility 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 transactions 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 affiliated 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 profits, we must sell products
that appeal to our customers and to consumers. Any significant
changes in consumer preferences or any inability on our part to
anticipate or react to such changes could result in reduced demand
for our products and erosion of our competitive and financial
position. Our success depends on our ability to respond to con-
sumer trends, including concerns of consumers regarding health
and wellness, 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 patterns, weather,
negative publicity resulting from regulatory action or litigation
against companies in our industry, a downturn in economic
conditions or taxes specifically targeting the consumption of
our products. Any of these changes may reduce consumers’

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PepsiCo, Inc. 2009 Annual Report

Management’s Discussion and Analysis

willingness to purchase our products. See also the discussions
under “The global economic downturn has resulted in
unfavorable economic conditions and increased volatility in
foreign exchange rates and may have an adverse impact on our
business results or financial condition.” and “Changes in the legal
and regulatory environment could limit our business activities,
increase our operating costs, reduce demand for our products
or result in litigation.”

Our continued success is also dependent on our product
innovation, including maintaining a robust pipeline of new products,
and the effectiveness of our advertising campaigns, marketing
programs and product packaging. Although we devote significant
resources to meet this goal, 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 products by negatively affecting
consumer perception of existing brands, as well as result in
inventory write-offs and other costs.

Any damage to our reputation could have an adverse
effect on our business, financial 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, including with respect to raw materials
obtained from our suppliers, 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
disruptions. If any of our products becomes unfit 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 significant 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 use and waste management, or other

sustainability issues, could jeopardize our reputation. In addition, water
is a limited resource in many parts of the world. Our reputation
could be damaged if we do not act responsibly with respect to water
use. Failure to comply with local laws and regulations, to maintain
an effective system of internal controls or to provide accurate and
timely financial statement information could also hurt our reputa-
tion. Damage to our reputation or loss of consumer confidence in
our products for any of these reasons could result in decreased
demand for our products and could have a material adverse effect
on our business, financial condition and results of operations, as
well as require additional resources to rebuild our reputation.

Trade consolidation, the loss of any key customer, or
failure to maintain good relationships with our bottling
partners could adversely affect our financial performance.
We must maintain mutually beneficial relationships with our
key customers, including Wal-Mart, as well as other retailers and
our 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
pricing and increased promotional programs. Further, as larger
retailers increase utilization 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 financial performance.

Retail consolidation and the current economic environment
continue to increase the importance of major customers. Loss of any
of our key customers, including Wal-Mart, could have an adverse
effect on our business, financial 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 profit, may be detrimental to
us or our brands. Such actions could have an adverse effect on
our profitability. In addition, any deterioration of our relationships
with our bottlers could adversely affect our business or financial
performance. See “Our Customers,” “Our Related Party Bottlers”
and Note 8 to our consolidated financial statements for more
information on our customers, including our anchor bottlers.

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If we are unable to hire or retain key employees or a
highly skilled and diverse workforce, it could have a
negative impact on our business.
Our continued growth requires us to hire, retain and develop
our leadership bench and a highly skilled and diverse workforce.
We compete to hire new employees and then must train them
and develop their skills and competencies. Any unplanned turnover
or our failure to develop an adequate succession plan to backfill
current leadership positions or to hire and retain a diverse work-
force could deplete our institutional knowledge base and erode our
competitive advantage. Furthermore, if any of our key employees
or key employees of either PBG or PAS depart because of issues
relating to the PBG Merger and the PAS Merger (as defined in
“Acquisition of Common Stock of PBG and PAS”) such as the
uncertainty, difficulty of integration or a desire not to remain with
the post-merger entity, our ongoing business could be harmed.
In addition, our operating results could be adversely affected by
increased costs due to increased competition for employees,
higher employee turnover or increased employee benefit costs.

Our performance could be adversely affected as a result
of unstable political conditions, civil unrest or other
developments and risks in the countries where we operate
or if we are unable to grow our business in developing and
emerging markets.
Our operations outside of the United States contribute significantly
to our revenue and profitability. Unstable political conditions,
civil unrest or other developments and risks in the countries where
we operate could also have an adverse impact on our business
results or financial condition. Factors that could adversely affect
our business results in these countries include: import and export
restrictions; foreign ownership restrictions; nationalization of our
assets; regulations on the repatriation of funds which from time
to time result in significant cash balances in countries such as
Venezuela; and currency hyperinflation or devaluation. In addition,
disruption in these markets due to political instability or civil unrest
could result in a decline in consumer purchasing power, thereby
reducing demand for our products.

We believe that our businesses in developing and emerging
markets present an important future growth opportunity for us.
If we are unable to expand our businesses in emerging and develop-
ing markets for any of the reasons described above, as a result of
increased competition in these countries from multinationals or
local competitors, or for any other reason, our growth rate could
be adversely affected. See also “Our performance could suffer if
we are unable to compete effectively.”

Changes in the legal and regulatory 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 adminis-
tered 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 may include changes in: food and drug
laws; laws related to advertising and deceptive marketing practices;
accounting standards; taxation requirements, including taxes
specifically targeting the consumption of our products; competition
laws; and environmental laws, including laws relating 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.

Governmental entities or agencies in jurisdictions where we
operate may also impose new labeling, product or production
requirements, or other restrictions. For example, studies are under-
way by various regulatory authorities and others to assess the
effect on humans due to acrylamide in the diet. 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 significant amounts. If consumer concerns
about acrylamide increase as a result of these studies, other new
scientific evidence, or for any other reason, whether or not valid,
demand for our products could decline and we could be subject
to lawsuits or new regulations that could affect sales of our
products, any of which could have an adverse effect on our
business, financial condition or results of operations.

We are also subject to Proposition 65 in California, a law which

requires that a specific warning appear on any product sold in
California that contains a substance listed by that State as having
been found to cause cancer or birth defects. If we were required
to add warning labels to any of our products or place warnings
in certain locations where our products are sold, sales of those
products could suffer not only in those locations but elsewhere.

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Management’s Discussion and Analysis

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 subject 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. See also “Regulatory Environment and Environmental
Compliance.”

If we are not able to build and sustain proper information
technology infrastructure, successfully implement our
ongoing business transformation initiative or outsource
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 financial accuracy and efficiency.
If we do not allocate and effectively manage the resources necessary
to build and sustain the proper technology infrastructure, we could
be subject to transaction errors, processing inefficiencies, 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 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 benefits. The failure to
deliver our goals may impact our ability to (1) process transactions
accurately and efficiently 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 application on time, or
anticipate the necessary readiness and training needs, could lead
to business disruption and loss of customers and revenue.

In addition, we have outsourced certain information technology

support services and administrative functions, such as payroll
processing and benefit plan administration, to third-party service
providers and may outsource other functions in the future to
achieve cost savings and efficiencies. 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 correct errors made by such
service providers. Depending on the function involved, such errors
may also lead to business disruption, processing inefficiencies or
the loss of or damage to intellectual property through security
breach, or harm employee morale.

PepsiCo, Inc. 2009 Annual Report

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

The global economic downturn has resulted in unfavorable
economic conditions and increased volatility in foreign
exchange rates and may have an adverse impact on our
business results or financial condition.
The global economic downturn has resulted in unfavorable
economic conditions in many of the countries in which we
operate. Our business or financial results may be adversely impacted
by these unfavorable economic conditions, including: adverse
changes in interest rates or tax rates; volatile commodity markets;
contraction in the availability of credit in the marketplace potentially
impairing our ability to access the capital markets on terms
commercially acceptable to us; the effects of government initiatives
to manage economic conditions; reduced demand for our products
resulting from a slow-down in the general global economy or a
shift in consumer preferences for economic reasons to private label
products or to less profitable channels; or a further decrease in the
fair value of pension assets that could increase future employee
benefit costs and/or funding requirements of our pension plans.
The global economic downturn has also resulted in increased
foreign exchange rate volatility. We hold assets and incur liabilities,
earn revenues and pay expenses in a variety of currencies other
than the U.S. dollar. The financial statements of our foreign
subsidiaries are translated into U.S. dollars. As a result, our profit-
ability may be adversely impacted by an adverse change in foreign
currency exchange rates. In addition, we cannot predict how
current or worsening economic conditions will affect our critical
customers, suppliers and distributors and any negative impact on
our critical customers, suppliers or distributors may also have an
adverse impact on our business results or financial condition.

Our performance could suffer if we are unable to
compete effectively.
The food and beverage industries in which we operate are
highly competitive. We compete with major international food and
beverage companies that, like us, operate in multiple geographic
areas, as well as regional, local and private label manufacturers. In
many countries where we do business, including the United States,
The Coca-Cola Company, is our primary beverage competitor. We
compete on the basis of price, quality, product variety, distribution,

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marketing and promotional activity, and the ability to identify
and satisfy consumer preferences. If we are unable to compete
effectively, we may be unable to gain or maintain share of sales
or gross margins in the global market or in various local markets.
This may have a material adverse impact on our revenues and
profit margins.

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 apple and pineapple
juice and other juice concentrates, aspartame, corn, corn sweeten-
ers, flavorings, flour, grapefruits and other fruits, oats, oranges,
potatoes, rice, seasonings, sucralose, sugar, vegetable and essential
oils, and wheat. Our key packaging materials include plastic resins
including polyethylene terephthalate (PET) and polypropylene
resin used for plastic beverage bottles, film packaging 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 fluctuations 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 commodity 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 without suffering reduced
volume, revenue and operating income. In addition, we use
derivatives to hedge price risk associated with forecasted purchases
of raw materials. Certain of these derivatives that do not qualify for
hedge accounting treatment can result in increased volatility in our
net earnings in any given period due to changes in the spot prices
of the underlying commodities. See also the discussion under
“The global economic downturn has resulted in unfavorable
economic conditions and increased volatility in foreign exchange
rates and may have an adverse impact on our business results or
financial condition.,” “Market Risks” and Note 1 to our consolidated
financial statements.

Disruption of our supply chain could have an adverse
impact on our business, financial condition and results
of operations.
Our ability and that of our suppliers, business 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 manufacturing or distribution
capabilities due to adverse weather conditions, natural disaster, fire,
terrorism, the outbreak or escalation of armed hostilities, pandemic,
strikes and other labor disputes or other reasons beyond our or
their control, could impair our ability to manufacture or sell our
products. 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, financial
condition and results of operations, as well as require additional
resources to restore our supply chain.

Climate change, or legal, regulatory or market measures
to address climate change, may negatively affect our
business and operations.
There is growing concern that carbon dioxide and other green-
house gases in the atmosphere may have an adverse impact on
global temperatures, weather patterns and the frequency and
severity of extreme weather and natural disasters. In the event that
such climate change has a negative effect on agricultural produc-
tivity, we may be subject to decreased availability or less favorable
pricing for certain commodities that are necessary for our products,
such as sugar cane, corn, wheat, rice, oats, potatoes and various
fruits. We may also be subjected to decreased availability or less
favorable pricing for water as a result of such change, which could
impact our manufacturing and distribution operations. In addition,
natural disasters and extreme weather conditions may disrupt the
productivity of our facilities or the operation of our supply chain.
The increasing concern over climate change also may result in more
regional, federal and/or global legal and regulatory requirements to
reduce or mitigate the effects of greenhouse gases. In the event
that such regulation is enacted and is more aggressive than the
sustainability measures that currently we are undertaking to monitor
our emissions and improve our energy efficiency, we and our
bottling partners may experience significant increases in our costs
of operation and delivery. In particular, increasing regulation of fuel
emissions could substantially increase the distribution and supply
chain costs associated with our products. As a result, climate change
could negatively affect our business and operations. See also
“Disruption of our supply chain could have an adverse impact on
our business, financial condition and results of operations.”

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Management’s Discussion and Analysis

Risks RelAting to the MeRgeRs

Failure to complete the PBg Merger and the PAs Merger
may adversely affect our results of operations and prevent
us from realizing the full extent of the benefits and cost
savings expected from either or both of the PBg Merger
and the PAs Merger.
The PBG Merger and the PAS Merger are each subject to the
satisfaction or, to the extent permissible, waiver of certain
conditions, including, but not limited to, receipt of the necessary
consents and approvals. Although we expect to complete both
of the Mergers, it is possible that either the PBG Merger or the PAS
Merger may not be completed. Our relationship with PBG or PAS
may suffer following a failure to complete the PBG Merger or the
PAS Merger, as applicable, which could adversely affect our results
of operations. Failure to complete either Merger will also prevent
us from realizing the full extent of the benefits and cost savings
that we expect to realize as a result of the completion of both
Mergers. See also “The Mergers are subject to the receipt of certain
required clearances or approvals from governmental entities that
could prevent or delay their completion or impose conditions that
could have a material adverse effect on us.”

After completion of the Mergers, we may fail to realize
the anticipated cost savings and other benefits expected
therefrom, which could adversely affect the value of our
common stock or other securities.
The success of the Mergers will depend, in part, on our ability
to successfully combine our business with the businesses of PBG
and PAS and realize the anticipated benefits and cost savings from
such combination. While we believe that these cost savings estimates
are achievable, it is possible that we will be unable to achieve these
objectives within the anticipated time frame, or at all. Our cost savings
estimates also depend on our ability to combine our business with
the businesses of PBG and PAS in a manner that permits those cost
savings to be realized. If these estimates turn out to be incorrect or
we are not able to combine our business with the businesses of
PBG and PAS successfully, the anticipated cost savings and other
benefits, including expected synergies, resulting from the Mergers
may not be realized fully or at all or may take longer to realize than
expected, and the value of our common stock or other securities
may be adversely affected.

Specifically, issues that must be addressed in integrating our
operations with the operations of PBG and PAS in order to realize
the anticipated benefits of the Mergers include, among other things:
•

integrating the manufacturing, distribution, sales and
administrative support activities and information technology
systems among the companies;

• motivating, recruiting and retaining executives and key

employees;

• conforming standards, controls, procedures and policies,
business cultures and compensation structures among
the companies;

• consolidating and streamlining corporate and administrative

infrastructures;

• consolidating sales and marketing operations;
•
•

retaining existing customers and attracting new customers;
identifying and eliminating redundant and underperforming
operations and assets;

• coordinating geographically dispersed organizations; and
• managing tax costs or inefficiencies associated with integrating

our operations following completion of the Mergers.

Delays encountered in the process of integrating our business
with the businesses of PBG and PAS could have an adverse effect
on our revenues, expenses, operating results and financial condition
after completion of the Mergers. Although significant benefits, such
as increased cost savings, are expected to result from the Mergers,
there can be no assurance that we will realize any of these antici-
pated benefits after completion of either or both of the Mergers.
Additionally, significant costs are expected to be incurred in
connection with consummating the Mergers and integrating the
operations of the companies, with a significant portion of such
costs being incurred through the first year after completion of the
Mergers. We continue to assess the magnitude of these costs and
additional unanticipated costs may be incurred in the integration
of our business with the businesses of PBG and PAS. Although
we believe that the elimination of duplicative costs, as well as the
realization of other efficiencies related to the integration of the
businesses, will offset incremental transaction and merger-related
costs over time, no assurances can be given that this net benefit
will be achieved in the near term, or at all.

Furthermore, the Mergers, and the related integration efforts,
could result in the departure of key employees or distract manage-
ment and employees from delivering against base strategies and
objectives, which could have a negative impact on our business, and,
prior to the completion of the Mergers, the businesses of PBG or PAS.

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The Mergers are subject to the receipt of certain required
clearances or approvals from governmental entities that
could prevent or delay their completion or impose condi-
tions that could have a material adverse effect on us.
Completion of each of the Mergers is conditioned upon the receipt
of certain governmental clearances or approvals, including, but not
limited to, the expiration or termination of the applicable waiting
period under the Hart-Scott-Rodino Antitrust Improvement Act of
1976 (the HSR Act) with respect to such Merger. There can be no
assurance that these clearances and approvals will be obtained, and,
additionally, government authorities from which these clearances
and approvals are required may impose conditions on the completion
of the PBG Merger or the PAS Merger or require changes to their
respective terms. While under the terms of the Merger Agreements,
neither we nor PBG or PAS is required, in connection with the PBG
Merger or the PAS Merger, as applicable, to enter into any agree-
ment or other undertaking with any such governmental authority
with respect to any of our respective or our respective material
subsidiaries’ material businesses, assets or properties, we, PBG and
PAS have each agreed to use reasonable best efforts to obtain
governmental clearances or approvals necessary to complete the
applicable Merger. If, in order to obtain any clearances or approvals
required to complete either the PBG Merger or the PAS Merger, we
become subject to any material conditions after completion of the
PBG Merger or PAS Merger, as applicable, our business and results
of operations after completion of the PBG Merger or PAS Merger,
as applicable, may be adversely affected. In addition, there can
be no assurances that the Commissioners of the Federal Trade
Commission (FTC) will approve the consent decree (Consent
Decree) we signed that was proposed by the Staff of the FTC. If the
Commissioners do not approve the Consent Decree, the Mergers
could be prevented or delayed.

Following completion of the Mergers, a greater portion of
our workforce will belong to unions. Failure to successfully
renew collective bargaining agreements, or strikes or work
stoppages could cause our business to suffer.
Over 25% of current PBG and PAS employees are covered by collective
bargaining agreements. These agreements expire on various dates.
Strikes or work stoppages and interruptions could occur if we are

unable to renew these agreements on satisfactory terms, which could
adversely impact our operating results. The terms and conditions of
existing or renegotiated agreements could also increase our costs
or otherwise affect our ability to fully implement future operational
changes to enhance our efficiency after completion of the Mergers.

Any downgrade of our credit rating could increase our
future borrowing costs.
Following the public announcement of the PBG Merger Agreement
and the PAS Merger Agreement (as defined in “Acquisition of Common
Stock of PBG and PAS”), Moody’s Investors Service (Moody’s) indicated
that it was reviewing our ratings for possible downgrade. Moody’s
has noted that the additional debt involved in completing the
Mergers and our consolidated level of indebtedness following
completion of the Mergers could result in a rating lower than the
current rating level. Also following the public announcement of
the PBG Merger Agreement and the PAS Merger Agreement,
Standard & Poor’s Ratings Services (S&P) indicated that its outlook
on PepsiCo was negative and it could lower our ratings. S&P has
indicated that when additional information becomes available S&P
will review whether, following completion of the PBG Merger and
the PAS Merger, any of our senior unsecured debt will, in S&P’s view,
be structurally subordinated, which could result in a lower rating
for PepsiCo’s debt securities. A downgrade by either Moody’s or
S&P could increase our future borrowing costs.

Forward-Looking and Cautionary Statements
We discuss expectations regarding our future performance, such as our
business 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 below and elsewhere in this report is by no means all
inclusive but is designed to highlight what we believe are important
factors to consider when evaluating our future performance.

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PepsiCo, Inc. 2009 Annual Report

Management’s Discussion and Analysis

Market Risks
We are exposed to market risks arising from adverse changes in:
• commodity prices, affecting the cost of our raw materials

and energy,
foreign exchange rates, and
interest rates.

•
•

In the normal course of business, we manage these risks
through a variety of strategies, including productivity initiatives,
global purchasing programs and hedging strategies. Ongoing
productivity initiatives involve the identification and effective
implementation of meaningful cost saving opportunities or
efficiencies. Our global purchasing programs include fixed-price
purchase orders and pricing agreements. See Note 9 for further
information on our non-cancelable purchasing commitments.
Our hedging strategies include the use of derivatives. Certain
derivatives are designated as either cash flow or fair value hedges
and qualify for hedge accounting treatment, while others do not
qualify and are marked to market through earnings. Cash flows
from derivatives used to manage commodity, foreign exchange
or interest risks are classified as operating activities. We do not
use derivative instruments for trading or speculative purposes.
We perform assessments of our counterparty credit risk regularly,
including a review of credit ratings, credit default swap rates and
potential nonperformance of the counterparty. Based on our most
recent assessment of our counterparty credit risk, we consider this
risk to be low. In addition, we enter into derivative contracts with a
variety of financial institutions that we believe are creditworthy in
order to reduce our concentration of credit risk and generally settle
with these financial institutions on a net basis.

The fair value of our derivatives fluctuates based on market
rates and prices. The sensitivity of our derivatives to these market
fluctuations 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 pension
plan assets and pension and retiree medical liabilities to risks
related to market fluctuations.

Inflationary, deflationary and recessionary conditions
impacting these market risks also impact the demand for and
pricing of our products.

Commodity Prices
We expect to be able to reduce the impact of volatility in our
raw material and energy costs through our hedging strategies
and ongoing sourcing initiatives.

Our open commodity derivative contracts that qualify for hedge

accounting had a face value of $151 million as of December 26, 2009
and $303 million as of December 27, 2008. These contracts resulted
in net unrealized losses of $29 million as of December 26, 2009 and
$117 million as of December 27, 2008. At the end of 2009, the
potential change in fair value of commodity derivative instruments,
assuming a 10% decrease in the underlying commodity price, would
have increased our net unrealized losses in 2009 by $13 million.

Our open commodity derivative contracts that do not qualify

for hedge accounting had a face value of $231 million as of
December 26, 2009 and $626 million as of December 27, 2008.
These contracts resulted in net losses of $57 million in 2009 and
$343 million in 2008. At the end of 2009, the potential change in
fair value of commodity derivative instruments, assuming a 10%
decrease in the underlying commodity price, would have
increased our net losses in 2009 by $17 million.

Foreign Exchange
Financial statements of foreign subsidiaries 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 component of accumulated other comprehensive loss
within shareholders’ equity under the caption currency translation
adjustment.

Our operations outside of the U.S. generate 48% of our net
revenue, with Mexico, Canada and the United Kingdom compris-
ing 16% of our net revenue. As a result, we are exposed to foreign
currency risks. During 2009, net unfavorable foreign currency,
primarily due to depreciation of the Mexican peso, British pound,
euro and Russian ruble, reduced net revenue growth by 5 percent-
age points. Currency declines against the U.S. dollar which are
not offset could adversely impact our future results.

In addition, we continue to use the official exchange rate
to translate the financial statements of our snack and beverage
businesses in Venezuela. We use the official rate as we currently
intend to remit dividends solely through the government-

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operated Foreign Exchange Administration Board (CADIVI). As of
the beginning of our 2010 fiscal year, the results of our Venezuelan
businesses will be reported under hyperinflationary accounting.
This determination was made based upon Venezuela’s National
Consumer Price Index (NCPI) which indicated cumulative inflation
in Venezuela in excess of 100% for the three-year period ended
November 30, 2009. Consequently, the functional currency of
our Venezuelan entities will be changed from the bolivar fuerte
(bolivar) to the U.S. dollar. Effective January 11, 2010, the Venezuelan
government devalued the bolivar by resetting the official exchange
rate from 2.15 bolivars per dollar to 4.3 bolivars per dollar; however,
certain activities would be permitted to access an exchange rate of
2.6 bolivars per dollar. In 2010, we expect that the majority of our
transactions will be conducted at the 4.3 exchange rate, and as a
result of the change to hyperinflationary accounting and the
devaluation of the bolivar, we expect to record a one-time charge
of approximately $125 million in the first quarter of 2010. In 2009,
our operations in Venezuela comprised 7% of our cash and cash
equivalents balance and generated less than 2% of our net revenue.

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,
primarily forward contracts with terms of no more than two years,
to manage our exposure to foreign currency transaction risk. Our
foreign currency derivatives had a total face value of $1.2 billion as
of December 26, 2009 and $1.4 billion as of December 27, 2008.
The contracts that qualify for hedge accounting resulted in net
unrealized losses of $20 million as of December 26, 2009 and net
unrealized gains of $111 million as of December 27, 2008. At the
end of 2009, we estimate that an unfavorable 10% change in the
exchange rates would have increased our net unrealized losses by
$86 million. The contracts that do not qualify for hedge accounting
resulted in net gains of $1 million in 2009 and net losses of $28 million
in 2008. All losses and gains were offset by changes in the underly-
ing hedged items, resulting in no net material impact on earnings.

Interest Rates
We centrally manage our debt and investment portfolios consider-
ing investment opportunities and risks, tax consequences and
overall financing strategies. We use various interest rate derivative
instruments including, but not limited to, interest rate swaps,

cross currency interest rate swaps, Treasury locks and swap locks
to manage our overall interest expense and foreign exchange risk.
These instruments effectively change the interest rate and currency
of specific debt issuances. Our interest rate and cross currency
swaps are generally entered into concurrently with the issuance
of the debt that they modified. The notional amount, interest
payment and maturity date of the interest rate and cross currency
swaps match the principal, interest payment and maturity date of
the related debt. Our Treasury locks and swap locks are entered into
to protect against unfavorable interest rate changes relating to
forecasted debt transactions.

Assuming year-end 2009 variable rate debt and investment
levels, a 1-percentage-point increase in interest rates would have
increased net interest expense by $3 million in 2009.

Risk Management Framework
The achievement of our strategic and operating objectives will
necessarily involve taking risks. Our risk management 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:
• The PepsiCo Risk Committee (PRC), comprised of a cross-

functional, geographically diverse, senior management group
which meets regularly to identify, assess, prioritize and address
strategic and reputational risks;

• Division Risk Committees (DRCs), comprised of cross-functional
senior management teams which meet regularly to identify,
assess, prioritize and address division-specific operating risks;
• PepsiCo’s Risk Management Office, which manages the overall
risk management process, provides ongoing guidance, tools
and analytical support to the PRC and the DRCs, identifies 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 evaluates the ongoing

effectiveness of our key internal controls through periodic audit
and review procedures; and

• PepsiCo’s Compliance Department, which leads and coordi-

nates our compliance policies and practices.

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PepsiCo, Inc. 2009 Annual Report

Management’s Discussion and Analysis

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 underly-
ing 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.
Our critical accounting policies arise in conjunction with

revenue recognition,

the following:
•
• brand and goodwill valuations,
•
• pension and retiree medical plans.

income tax expense and accruals, and

REvENUE RECOGNITION
Our products are sold for cash or on credit terms. Our credit
terms, which are established in accordance with local and industry
practices, typically require payment within 30 days of delivery in
the U.S., and generally within 30 to 90 days internationally, 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 certain 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 certain warehouse-distributed products is to replace
damaged and out-of-date products. Based on our experience
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 and storerooms limiting the quantity of
product. For product delivered through our other distribution
networks, we monitor customer inventory levels.

PepsiCo, Inc. 2009 Annual Report

As discussed in “Our Customers,” we offer sales incentives and
discounts through various programs to customers and consumers.
Sales incentives and discounts are accounted for as a reduction of
revenue and totaled $12.9 billion in 2009, $12.5 billion in 2008 and
$11.3 billion in 2007. Sales incentives include payments to customers
for performing merchandising 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
experience 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 insignificant 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 estimates.
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. Payments made to obtain these
rights are recognized over the shorter of the economic or contrac-
tual life, as a reduction of revenue, and the remaining balances of
$296 million at year-end 2009 and $333 million at year-end 2008 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 and collectibility, the aging
of accounts receivable and our analysis of customer data. Bad debt
expense is classified 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 acquisi-
tion, the purchase price is first allocated to identifiable assets and
liabilities, including brands, based on estimated fair value, with any
remaining purchase price recorded as goodwill. Determining fair
value requires significant estimates and assumptions based on an
evaluation of a number of factors, such as marketplace participants,
product life cycles, market share, consumer awareness, brand
history and future expansion expectations, amount and timing of
future cash flows and the discount rate applied to the cash flows.

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We believe that a brand has an indefinite life if it has a history
of strong revenue and cash flow 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 amortized over their expected useful lives, which
generally range from five to 40 years. 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 expecta-
tions, as well as the macroeconomic environment of the countries
in which the brand is sold.

Perpetual brands and goodwill, including the goodwill that is
part of our noncontrolled bottling investment balances, are not
amortized. Perpetual brands and goodwill are assessed for impair-
ment at least annually. If the carrying amount of a perpetual brand
exceeds its fair value, as determined by its discounted cash flows,
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 first step compares the book value of a
reporting unit, including goodwill, with its fair value, as determined
by its discounted cash flows. 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 reporting unit to
all of the assets and liabilities other than goodwill (including any
unrecognized 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
significant change in the operating or macroeconomic environment.
If an evaluation of the undiscounted future cash flows indicates
impairment, the asset is written down to its estimated fair value,
which is based on its discounted future cash flows.

Management judgment is necessary to evaluate the impact
of operating and macroeconomic changes and to estimate future
cash flows. 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 operating 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 26, 2009,
we had $8.3 billion of perpetual brands and goodwill, of which
approximately 60% related to our Lebedyansky, Tropicana and
Walkers businesses.

Income Tax expense and accruals
Our annual tax rate is based on our income, statutory tax rates and
tax planning opportunities available to us in the various jurisdictions
in which we operate. Significant judgment is required in determin-
ing our annual tax rate and in evaluating our tax positions. We
establish reserves when, despite our belief that our tax return
positions are fully supportable, 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 changing
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 significant or unusual item
recognized in our quarterly 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 reflected in our financial statements. As a
result, our annual tax rate reflected in our financial 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 differ-
ences 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 benefit 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 financial state-
ments 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 financial statements.

In 2009, our annual tax rate was 26.0% compared to 26.7% in 2008

as discussed in “Other Consolidated Results.” The tax rate in 2009
decreased 0.7 percentage points primarily due to the favorable
resolution of certain foreign tax matters and lower taxes on foreign
results in the current year. In 2010, our annual tax rate is expected
to be approximately the same as in 2009.

PepsiCo, Inc. 2009 Annual Report

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Management’s Discussion and Analysis

Pension AnD RetiRee MeDicAl PlAns
Our pension plans cover full-time employees in the U.S. and
certain international employees. Benefits are determined based
on either years of service or a combination of years of service and
earnings. U.S. and Canada retirees are also eligible for medical
and life insurance benefits (retiree medical) if they meet age and
service requirements. Generally, our share of retiree medical costs
is capped at specified dollar amounts which vary based upon years
of service, with retirees contributing the remainder of the cost.

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 benefits that employees earn while working,
as well as the present value of those benefits. Annual pension and
retiree medical expense amounts are principally based on four
components: (1) the value of benefits 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.

Significant assumptions used to measure our annual pension

and retiree medical expense include:
•

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
benefits are based on earnings; and
for retiree medical expense, health care cost trend rates.

•

Our assumptions reflect our historical experience and manage-

ment’s best judgment regarding future expectations. Due to the
significant management judgment involved, our assumptions
could have a material impact on the measurement of our pension
and retiree medical benefit expenses and obligations.

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. Prior to 2008, we
used the Moody’s Aa Corporate Bond Index yield in the U.S. and
adjusted for differences between the average duration of the bonds
in this Index and the average duration of our benefit liabilities, based
upon a published index. As of the beginning of our 2008 fiscal

year, our U.S. discount rate is 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.
The Mercer Yield Curve includes bonds that closely match the timing
and amount of our expected benefit payments.

The expected return on pension plan assets is based on our
pension plan investment strategy, our expectations for long-term
rates of return and our historical experience. We also review current
levels of interest rates and inflation to assess the reasonableness of
the long-term rates. Our pension plan investment strategy includes
the use of actively-managed securities and is reviewed annually
based upon plan liabilities, an evaluation of market conditions,
tolerance for risk and cash requirements for benefit payments. Our
investment objective is to ensure that funds are available to meet
the plans’ benefit obligations when they become due. Our overall
investment strategy is to prudently invest plan assets in high-quality
and diversified equity and debt securities to achieve our long-term
return expectations. Our investment policy also permits the use
of derivative instruments which are primarily used to reduce risk.
Our expected long-term rate of return on U.S. plan assets is 7.8%,
reflecting estimated long-term rates of return of 8.9% from our
equity allocations and 6.3% from our fixed income allocations.
Our target investment allocation is 40% for U.S. equity allocations,
20% for international equity allocations and 40% for fixed income
allocations. Actual investment allocations may vary from our target
investment allocations due to prevailing market conditions. We
regularly review our actual investment allocations and periodically
rebalance our investments to our target allocations. To calculate the
expected return on pension plan assets, we use a market-related
valuation method that recognizes investment gains or losses (the
difference between the expected and actual return based on the
market-related value of assets) for securities included in our equity
allocations over a five-year period. This has the effect of reducing
year-to-year volatility. For all other asset categories, the actual fair
value is used for the market-related value of assets.

The difference between the actual return on plan assets and
the expected return on plan assets is added to, or subtracted from,
other gains and losses resulting from actual experience differing
from our assumptions and from changes in our assumptions
determined at each measurement date. If this net accumulated
gain or loss exceeds 10% of the greater of the market-related value
of plan assets or plan liabilities, a portion of the net gain or loss is
included in expense for the following year. The cost or benefit of

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plan changes that increase or decrease benefits for prior employee
service (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 10 years for pension
expense and approximately 12 years for retiree medical expense.
Effective as of the beginning of our 2008 fiscal year, we

amended our U.S. hourly pension plan to increase the amount of
participant earnings recognized in determining pension benefits.
Additional pension plan amendments were also made as of the
beginning of our 2008 fiscal year to comply with legislative 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 experience, 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

2010

2009

2008

6.1%

7.6%

4.4%

6.1%

7.5%

6.2%

7.6%

4.4%

6.2%

8.0%

6.3%

7.6%

4.4%

6.4%

8.5%

Based on our assumptions, we expect our pension expense to
increase in 2010, as a result of assumption changes and an increase
in experience loss amortization partially offset by expected asset
returns on 2010 contributions. The most significant assumption
changes result from the use of lower discount rates. Further, we
expect our pension expense to increase in 2010 as a result of our
pending mergers with PBG and PAS.

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 2010
pension expense is an increase of approximately $32 million. The
estimated impact on 2010 pension expense of a 25-basis-point
decrease in the expected rate of return is an increase of approxi-
mately $20 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 benefits for certain pension plans. These contributions are
made in accordance with applicable tax regulations that provide
for current tax deductions for our contributions, and taxation to
the employee only upon receipt of plan benefits. Generally, we
do not fund our pension plans when our contributions would
not be currently tax deductible.

Our pension contributions for 2009 were $1.2 billion, of which
$1 billion was discretionary. In 2010, we expect to make contribu-
tions of approximately $700 million with up to approximately
$600 million expected to be discretionary. Our cash payments
for retiree medical benefits are estimated to be approximately
$100 million in 2010. 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, deviations between actual and expected asset
returns, and changes in tax or other benefit laws. For estimated
future benefit payments, including our pay-as-you-go payments
as well as those from trusts, see Note 7.

Recent Accounting PRonouncementS
In December 2007, the Financial Accounting Standards Board
(FASB) amended its guidance on accounting for business combi-
nations to improve, simplify and converge internationally the
accounting for business combinations. The new accounting
guidance continues the movement toward the greater use of fair
value in financial reporting and increased transparency through
expanded disclosures. We adopted the provisions of the new
guidance as of the beginning of our 2009 fiscal year. The new
accounting guidance changes how business acquisitions are
accounted for and will impact financial statements both on the
acquisition date and in subsequent periods. Additionally, under
the new guidance, transaction costs are expensed rather than
capitalized. Future adjustments made to valuation allowances on
deferred taxes and acquired tax contingencies associated with
acquisitions that closed prior to the beginning of our 2009 fiscal
year apply the new provisions and will be evaluated based on
the outcome of these matters.

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PepsiCo, Inc. 2009 Annual Report

Management’s Discussion and Analysis

consolidated subsidiaries and (2) the loss of control of subsidiaries.
We adopted the accounting provisions of the new guidance on a
prospective basis as of the beginning of our 2009 fiscal year, and
the adoption did not have a material impact on our financial
statements. In addition, we adopted the presentation and disclosure
requirements of the new guidance on a retrospective basis in the
first quarter of 2009.

In June 2009, the FASB amended its accounting guidance on
the consolidation of variable interest entities (VIE). Among other
things, the new guidance requires a qualitative rather than a
quantitative assessment to determine the primary beneficiary
of a VIE based on whether the entity (1) has the power to direct
matters that most significantly impact the activities of the VIE
and (2) has the obligation to absorb losses or the right to receive
benefits of the VIE that could potentially be significant to the VIE.
In addition, the amended guidance requires an ongoing recon-
sideration of the primary beneficiary. The provisions of this new
guidance are effective as of the beginning of our 2010 fiscal year,
and we do not expect the adoption to have a material impact
on our financial statements.

OUR FINANCIAL RESULTS

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

Operating profit

Mark-to-market net impact (gain/(loss))
Restructuring and impairment charges
PBG/PAS merger costs
bottling equity income
PBG/PAS merger costs

Net income attributable to pepsiCo

Mark-to-market net impact (gain/(loss))
Restructuring and impairment charges
Tax benefits
PepsiCo share of PBG restructuring and

impairment charges
PBG/PAS merger costs

Net income attributable to pepsiCo per

common share—diluted
Mark-to-market net impact (gain/(loss))
Restructuring and impairment charges
Tax benefits
PepsiCo share of PBG restructuring and

impairment charges
PBG/PAS merger costs

2009

2008

2007

$÷274

$÷«(36)

$÷«(50)

$÷«(11)

$÷173

$÷«(29)

–

$÷«(44)

$«0.11

$(0.02)

–

$(0.03)

$«(346)

$«(543)

$÷÷19

$«(102)

–

$«(223)

$«(408)

–

$«(114)

–

$(0.14)

$(0.25)

–

$(0.07)

–

$÷÷12

$÷«(70)

$÷129

–

$«0.01

$(0.04)

$«0.08

–

Mark-to-Market Net Impact
We centrally manage commodity derivatives on behalf of our
divisions. These commodity derivatives include energy, fruit and
other raw materials. Certain of these commodity derivatives do
not qualify for hedge accounting treatment and are marked to
market with the resulting gains and losses recognized in corporate
unallocated expenses. These gains and losses are subsequently
reflected in division results when the divisions take delivery of
the underlying commodity. Therefore, the divisions realize the
economic effects of the derivative without experiencing any
resulting mark-to-market volatility, which remains in corporate
unallocated expenses.

In 2009, we recognized $274 million ($173 million after-tax
or $0.11 per share) of mark-to-market net gains on commodity
hedges in corporate unallocated expenses.

In 2008, we recognized $346 million ($223 million after-tax
or $0.14 per share) of mark-to-market net losses on commodity
hedges in corporate unallocated expenses.

In 2007, we recognized $19 million ($12 million after-tax or
$0.01 per share) of mark-to-market net gains on commodity
hedges in corporate unallocated expenses.

Restructuring and Impairment Charges
In 2009, we incurred a charge of $36 million ($29 million after-tax
or $0.02 per share) in conjunction with our Productivity for Growth
program that began in 2008. The program includes actions in all
divisions of the business, including the closure of six plants that
we believe will increase cost competitiveness across the supply
chain, upgrade and streamline our product portfolio, and simplify
the organization for more effective and timely decision-making.
These initiatives were completed in the second quarter of 2009.
In 2008, we incurred a charge of $543 million ($408 million
after-tax or $0.25 per share) in conjunction with our Productivity
for Growth program.

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.

Tax benefits
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.

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PepsiCo Share of PBG’s Restructuring and
Impairment Charges
In 2008, PBG implemented a restructuring initiative across all
of its geographic segments. In addition, PBG recognized an asset
impairment charge related to its business in Mexico. Consequently,
a non-cash charge of $138 million was included in bottling equity
income ($114 million after-tax or $0.07 per share) as part of recording
our share of PBG’s financial results.

PBG/PAS Merger Costs
In 2009, we incurred $50 million of costs associated with the proposed
mergers with PBG and PAS, as well as an additional $11 million of
costs, representing our share of the respective merger costs of PBG
and PAS, recorded in bottling equity income. In total, these costs
had an after-tax impact of $44 million or $0.03 per share.

ReSultS of oPe RAtIonS—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. Additionally, acquisitions reflect all mergers and acquisi-
tions activity, including the impact of acquisitions, divestitures
and changes in ownership or control in consolidated subsidiaries.
The impact of acquisitions related to our non-consolidated equity
investees is reflected in our volume and, excluding our anchor
bottlers, in our operating profit.

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

In 2009, total servings increased slightly compared to 2008,
as servings for snacks increased 1% while servings for beverages
decreased 1%. In 2008, total servings increased 3% compared to 2007,
as servings for both snacks and beverages worldwide grew 3%.

net Revenue and operating Profit

2009

2008

2007

2009

2008

$43,232 $43,251 $39,474

−%

10%

Change

$÷3,258 $÷2,959 $÷2,845

10%

Total net revenue
Operating profit

FLNA
QFNA
LAF
PAB
Europe
AMEA
Corporate—net impact of mark-
to-market on commodity hedges
Corporate—PBG/PAS merger costs
Corporate—restructuring
Corporate—other

628

904

582

897

568

714

2,172

2,026

2,487

932

716

274

(49)

−

910

592

(346)

−

(10)

855

466

−

(791)

(651)

(772)

Total operating profit

$÷8,044 $÷6,959 $÷7,182

Total operating profit margin

18.6%

16.1%

18.2%

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

2.5%

26%

(19)%

27%

n/m

(16)%

(3)%

(2.1)

21%

n/m

21%

16%

2.5

2009
Total operating profit increased 16% and operating margin
increased 2.5 percentage points. These increases were driven
by the net favorable mark-to-market impact of our commodity
hedges and lower restructuring and impairment charges related
to our Productivity for Growth program, collectively contributing
17 percentage points to operating profit growth, partially offset
by 1 percentage point from costs associated with the proposed
mergers with PBG and PAS. Foreign currency reduced operating
profit growth by 6 percentage points, and acquisitions contributed
2 percentage points to the operating profit growth.

Other corporate unallocated expenses increased 21%, primarily
reflecting deferred compensation losses, compared to gains in the
prior year. The deferred compensation losses are offset (as an
increase to interest income) by gains on investments used to
economically hedge these costs.

2008
Total operating profit decreased 3% and margin decreased
2.1 percentage points. The unfavorable net mark-to-market
impact of our commodity hedges and increased restructuring
and impairment charges contributed 11 percentage points to the
operating profit decline and 1.8 percentage points to the margin
decline. Leverage from the revenue growth was offset by the
impact of higher commodity costs. Acquisitions and foreign
currency each positively contributed 1 percentage point to
operating profit performance.

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The tax rate decreased 0.7 percentage points compared to the
prior year, primarily due to the favorable resolution of certain foreign
tax matters and lower taxes on foreign results in the current year.
Net income attributable to PepsiCo increased 16% and net
income attributable to PepsiCo per common share increased 17%.
The favorable net mark-to-market impact of our commodity
hedges and lower restructuring and impairment charges in the
current year were partially offset by the PBG/PAS merger costs;
these items affecting comparability increased net income
attributable to PepsiCo by 16 percentage points and net income
attributable to PepsiCo per common share by 17 percentage points.
Net income attributable to PepsiCo per common share was also
favorably impacted by share repurchases in the prior year.

2008
Bottling equity income decreased 33%, primarily reflecting a
non-cash charge of $138 million related to our share of PBG’s
restructuring and impairment charges. Additionally, lower pre-tax
gains on our sales of PBG stock contributed to the decline.

Net interest expense increased $189 million, primarily reflecting

higher average debt balances and losses on investments used to
economically hedge our deferred compensation costs, partially
offset by lower average rates on our borrowings.

The tax rate increased 0.9 percentage points compared to the
prior year, primarily due to $129 million of tax benefits recognized in
the prior year related to the favorable resolution of certain foreign
tax matters, partially offset by lower taxes on foreign results in the
current year.

Net income attributable to PepsiCo decreased 9% and the
related net income attributable to PepsiCo per common share
decreased 6%. The unfavorable net mark-to-market impact of our
commodity hedges, the absence of the tax benefits recognized in
the prior year, our increased restructuring and impairment charges
and our share of PBG’s restructuring and impairment charges
collectively contributed 15 percentage points to both the decline in
net income attributable to PepsiCo and net income attributable to
PepsiCo per common share. Additionally, net income attributable
to PepsiCo per common share was favorably impacted by our
share repurchases.

Management’s Discussion and Analysis

Other corporate unallocated expenses decreased 16%. The
favorable impact of certain employee-related items, including lower
deferred compensation and pension costs were partially offset by
higher costs associated with our global SAP implementation and
increased research and development costs. The decrease in deferred
compensation costs are offset by a decrease in interest income from
losses on investments used to economically hedge these costs.

Other Consolidated Results

Bottling equity income
Interest expense, net
Annual tax rate
Net income attributable to PepsiCo
Net income attributable to PepsiCo

per common share—diluted

Change

2009

2008

2007

2009

$÷«365 $÷«374 $÷«560

(2)%

2008

(33)%

$÷(330) $÷(288) $÷÷(99)

$(42)

$(189)

26.0%

26.7%

25.8%

$5,946 $5,142 $5,658

$÷3.77 $÷3.21 $÷3.41

16%

17%

(9)%

(6)%

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 bottling 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. In November 2007, our Board of Directors
approved the sale of additional PBG stock to an economic owner-
ship 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%. Consequently, we sold 8.8 million shares of PBG stock
and 3.3 million shares of PAS stock in 2008. The resulting lower
ownership percentages reduced the equity income from PBG and
PAS that we recognized subsequent to those sales. We did not sell
any PBG or PAS stock in 2009. Substantially all of our bottling equity
income is derived from our equity investments in PBG and PAS.
Also see “Acquisition of Common Stock of PBG and PAS.”

2009
Bottling equity income decreased 2%, primarily reflecting pre-tax
gains on our sales of PBG and PAS stock in the prior year, mostly
offset by a prior year non-cash charge of $138 million related to
our share of PBG’s 2008 restructuring and impairment charges.

Net interest expense increased $42 million, primarily reflecting
lower average rates on our investment balances and higher average
debt balances. This increase was partially offset by gains in the
market value of investments used to economically hedge a portion
of our deferred compensation costs.

PepsiCo, Inc. 2009 Annual Report

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Results of opeRations—Division Review
The results and discussions below are based on how our Chief Executive Officer monitors the performance of our divisions. In addition,
our operating profit and growth, excluding the impact of restructuring and impairment charges and costs associated with the proposed
mergers with PBG and PAS, are not measures defined by accounting principles generally accepted in the U.S. However, we believe investors
should consider these measures as they are more indicative of our ongoing performance and with how management evaluates our
operating results and trends. For additional information on our divisions, see Note 1 and for additional information on our restructuring
and impairment charges, see Note 3.

net Revenue, 2009
Net Revenue, 2008
% Impact of:
Volume(a)
Effective net pricing(b)
Foreign exchange
Acquisitions

% Change(c)

Net Revenue, 2008
Net Revenue, 2007
% Impact of:
Volume(a)
Effective net pricing(b)
Foreign exchange
Acquisitions

% Change(c)

flna

$13,224

$12,507

5.5

(1)

–

$12,507

$11,586

–%

–

Qfna

$1,884

$1,902

–%

–

(1)

–

(1)%

$1,902

$1,860

(1.5)%

–

laf

$5,703

$5,895

paB

$10,116

$10,937

europe

$6,727

$6,891

aMea

$5,578

$5,119

total

$43,232

$43,251

(2)%

(14)

–

(3)%

(7)%

–

(1)

–

(8)%

(3)%

(12)

(2)%

(3)

(1)%

(5)

1.5

–%

$5,895

$4,872

$10,937

$11,090

$6,891

$5,896

$5,119

$4,170

$43,251

$39,474

–%

–

21%

(4.5)%

–

(1)%

17%

14%

23%

10%

(a) Excludes the impact of acquisitions. In certain instances, volume growth varies from the amounts disclosed in the following divisional discussions due to non-consolidated joint venture

volume, and, for our beverage businesses, temporary timing differences between BCS and CSE. Our net revenue excludes non-consolidated joint venture volume, and, for our beverage businesses,
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.
(c) Amounts may not sum due to rounding.

frito-lay north america

Net revenue
Operating profit
Impact of restructuring and

impairment charges

Operating profit, excluding

restructuring and
impairment charges

2009

2008

2007

2009

2008

% Change

$13,224 $12,507 $11,586

$÷3,258 $÷2,959 $÷2,845

108

$÷3,260 $÷3,067 $÷2,873

2009
Net revenue grew 6% and pound volume increased 1%. The
volume growth reflects high-single-digit growth in dips, double-
digit growth from our Sabra joint venture, and low-single-digit
growth in trademark Lay’s. These volume gains were partially offset
by high-single-digit declines in trademark Ruffles. Net revenue
growth also benefited from effective net pricing. Foreign currency
reduced net revenue growth by almost 1 percentage point.

Operating profit grew 10%, primarily reflecting the net revenue
growth, partially offset by higher commodity costs, primarily cooking

oil and potatoes. Lower restructuring and impairment charges in
the current year related to our Productivity for Growth program
increased operating profit growth by nearly 4 percentage points.

2008
Net revenue grew 8% and pound volume grew 1%. The volume
growth reflects our 2008 Sabra joint venture and mid-single-digit
growth in trademark Cheetos, Ruffles and dips. These volume gains
were largely offset by mid-single-digit declines in trademark Lay’s
and Doritos. Net revenue growth benefited from pricing actions.
Foreign currency had a nominal impact on net revenue growth.
Operating profit grew 4%, reflecting the net revenue growth.

This growth was partially offset by higher commodity costs,
primarily cooking oil and fuel. Operating profit growth was negatively
impacted by 3 percentage points, resulting from higher fourth
quarter restructuring and impairment charges in 2008 related to our
Productivity for Growth program. Foreign currency and acquisitions
each had a nominal impact on operating profit growth. Operating
profit, excluding restructuring and impairment charges, grew 7%.

88045_pepsico-09ar_33-59_R1.indd 53

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PepsiCo, Inc. 2009 Annual Report

Management’s Discussion and Analysis

Quaker Foods North America

Latin America Foods

Net revenue
Operating profit
Impact of restructuring and

impairment charges

Operating profit, excluding

restructuring and
impairment charges

% Change

2009

2008

2007

2009

2008

$1,884 $1,902 $1,860

$÷«628 $÷«582 $÷«568

(1)

2.5

–

$÷«629 $÷«613 $÷«568

Net revenue
Operating profit
Impact of restructuring and

impairment charges

Operating profit, excluding

restructuring and
impairment charges

% Change

2009

2008

2007

2009

2008

$5,703 $5,895 $4,872

$÷«904 $÷«897 $÷«714

(3)

$÷«907 $÷«937 $÷«753

(3)

2009
Net revenue declined 1% and volume was flat. Low-single-digit
volume declines in Oatmeal and high-single-digit declines in
trademark Roni were offset by high-single-digit growth in
ready-to-eat cereals. Favorable net pricing, driven by price increases
taken last year, was offset by unfavorable mix. Unfavorable foreign
currency reduced net revenue growth by 1 percentage point.

Operating profit increased 8%, primarily reflecting the absence
of prior year restructuring and impairment charges related to our
Productivity for Growth program, which increased operating profit
growth by 5 percentage points. Lower advertising and marketing,
and selling and distribution expenses, also contributed to the
operating profit growth.

2008
Net revenue increased 2% and volume declined 1.5%, partially
reflecting the negative impact of the Cedar Rapids flood that
occurred at the end of the second quarter. The volume decrease
reflects a low-single-digit decline in Quaker Oatmeal and ready-to-
eat cereals. The net revenue growth reflects favorable effective
net pricing, due primarily to price increases, partially offset by the
volume decline. Foreign currency had a nominal impact on net
revenue growth.

Operating profit increased 2.5%, reflecting the net revenue
growth and lower advertising and marketing costs, partially offset
by increased commodity costs. The negative impact of the flood
was mitigated by related business disruption insurance recoveries,
which contributed 5 percentage points to operating profit. The
fourth quarter restructuring and impairment charges related to our
Productivity for Growth program reduced operating profit growth
by 5 percentage points. Foreign currency had a nominal impact on
operating profit growth. Operating profit, excluding restructuring
and impairment charges, grew 8%.

2009
Volume declined 2%, largely reflecting pricing actions to cover
commodity inflation. A mid-single-digit decline at Sabritas in
Mexico and a low-single-digit decline at Gamesa in Mexico was
partially offset by mid-single-digit growth in Brazil.

Net revenue declined 3%, primarily reflecting an unfavorable
foreign currency impact of 14 percentage points. Favorable effective
net pricing was partially offset by the volume declines.

Operating profit grew 1%, reflecting favorable effective net
pricing, partially offset by the higher commodity costs. Unfavorable
foreign currency reduced operating profit by 17 percentage points.
Operating profit growth benefited from lower restructuring and
impairment charges in the current year related to our Productivity
for Growth program.

2008
Volume grew 3%, primarily reflecting an acquisition in Brazil, which
contributed nearly 3 percentage points to the volume growth.
A mid-single-digit decline at Sabritas in Mexico, largely resulting
from weight-outs, was offset by mid-single digit growth at Gamesa
in Mexico and double-digit growth in certain other markets.

Net revenue grew 21%, primarily reflecting favorable effective

net pricing. Gamesa experienced double-digit growth due to
favorable pricing actions. Acquisitions contributed 9 percentage
points to the net revenue growth, while foreign currency had a
nominal impact on net revenue growth.

Operating profit grew 26%, driven by the net revenue growth,
partially offset by increased commodity costs. An insurance recovery
contributed 3 percentage points to the operating profit growth.
The impact of the fourth quarter restructuring and impairment
charges in 2008 related to our Productivity for Growth program
was offset by prior year restructuring charges. Acquisitions contrib-
uted 4 percentage points and foreign currency contributed
1 percentage point to the operating profit growth. Operating
profit, excluding restructuring and impairment charges, grew 24%.

PepsiCo, Inc. 2009 Annual Report

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PepsiCo Americas Beverages

Net revenue
Operating profit
Impact of restructuring and

impairment charges

Operating profit, excluding

restructuring and
impairment charges

% Change

2009

2008

2007

2009

2008

$10,116 $10,937 $11,090

$÷2,172 $÷2,026 $÷2,487

(8)

(1)

(19)

289

$÷2,188 $÷2,315 $÷2,499

(5.5)

(7)

Operating profit declined 19%, primarily reflecting higher fourth
quarter restructuring and impairment charges in 2008 related to our
Productivity for Growth program, which contributed 11 percentage
points to the operating profit decline. In addition, higher product
costs and higher selling and delivery costs, primarily due to higher
fuel costs, contributed to the decline. Foreign currency had a
nominal impact on the operating profit decline. Operating profit,
excluding restructuring and impairment charges, declined 7%.

2009
BCS volume declined 6%, reflecting continued softness in the
North America liquid refreshment beverage category.

In North America, non-carbonated beverage volume declined
11%, primarily driven by double-digit declines in Gatorade sports
drinks and in our base Aquafina water business. CSD volumes
declined 5%.

Net revenue declined 8%, primarily reflecting the volume declines.

Unfavorable foreign currency contributed over 1 percentage point
to the net revenue decline.

Operating profit increased 7%, primarily reflecting lower
restructuring and impairment charges in the current year related
to our Productivity for Growth program. Excluding restructuring
and impairment charges, operating profit declined 5.5%, primarily
reflecting the net revenue performance. Operating profit was also
negatively impacted by unfavorable foreign currency which
reduced operating profit growth by almost 3 percentage points.

2008
BCS volume declined 3%, reflecting a 5% decline in North America,
partially offset by a 4% increase in Latin America.

Our North American business navigated a challenging year in
the U.S., where the liquid refreshment beverage category declined
on a year-over-year basis. In North America, CSD volume declined
4%, driven by a mid-single-digit decline in trademark Pepsi and a
low-single-digit decline in trademark Sierra Mist, offset in part by
a slight increase in trademark Mountain Dew. Non-carbonated
beverage volume declined 6%.

Net revenue declined 1 percent, reflecting the volume declines
in North America, partially offset by favorable effective net pricing.
The effective net pricing reflects positive mix and price increases
taken primarily on concentrate and fountain products this year.
Foreign currency had a nominal impact on the net revenue decline.

Europe

Net revenue
Operating profit
Impact of restructuring and

impairment charges

Impact of PBG/PAS merger costs

Operating profit, excluding

above items

% Change

2009

2008

2007

2009

2008

$6,727 $6,891 $5,896

$÷«932 $÷«910 $÷«855

(2)

–

$÷«934 $÷«960 $÷«864

(3)

2009
Snacks volume declined 1%, reflecting continued macroeconomic
challenges and planned weight outs in response to higher input
costs. High-single-digit declines in Spain and Turkey and a double-
digit decline in Poland were partially offset by low-single-digit
growth in Russia. Additionally, Walkers in the United Kingdom
declined at a low-single-digit rate. Our acquisition in the fourth
quarter of 2008 of a snacks company in Serbia positively contrib-
uted 2 percentage points to the volume performance.

Beverage volume grew 3.5%, primarily reflecting our acquisition

of Lebedyansky in Russia in the fourth quarter of 2008 which
contributed 8 percentage points to volume growth. A high-single-
digit increase in Germany and mid-single-digit increases in the
United Kingdom and Poland were more than offset by double-digit
declines in Russia and the Ukraine.

Net revenue declined 2%, primarily reflecting adverse foreign
currency which contributed 12 percentage points to the decline,
partially offset by acquisitions which positively contributed 8 percent-
age points to net revenue performance. Favorable effective net
pricing positively contributed to the net revenue performance.
Operating profit grew 2%, primarily reflecting the favorable
effective net pricing and lower restructuring and impairment costs
in the current year related to our Productivity for Growth program.
Acquisitions positively contributed 5 percentage points to the
operating profit growth and adverse foreign currency reduced
operating profit growth by 17 percentage points.

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PepsiCo, Inc. 2009 Annual Report

Management’s Discussion and Analysis

2008
Snacks volume grew 6%, reflecting broad-based increases led by
double-digit growth in Russia. Additionally, Walkers in the United
Kingdom, as well as the Netherlands, grew at low-single-digit rates
and Spain increased slightly. Acquisitions contributed 2 percentage
points to the volume growth.

Beverage volume grew 15%, primarily reflecting the expansion
of the Pepsi Lipton Joint Venture and the Sandora and Lebedyansky
acquisitions, which contributed 14 percentage points to the
growth. CSDs increased slightly and non-carbonated beverages
grew at a double-digit rate.

Net revenue grew 17%, reflecting favorable effective net pricing
and volume growth. Acquisitions contributed 7 percentage points
and foreign currency contributed 2 percentage points to the net
revenue growth.

Operating profit grew 6%, driven by the net revenue growth,

partially offset by increased commodity costs. Acquisitions
contributed 5 percentage points and foreign currency contributed
3 percentage points to the operating profit growth. Operating
profit growth was negatively impacted by 5 percentage points,
resulting from higher fourth quarter restructuring and impairment
charges in 2008 related to our Productivity for Growth program.
Operating profit, excluding restructuring and impairment charges,
grew 11%.

Asia, Middle East & Africa

Net revenue
Operating profit
Impact of restructuring and

impairment charges

Operating profit, excluding

restructuring and
impairment charges

% Change

2009

2008

2007

2009

2008

$5,578 $5,119 $4,170

$÷«716 $÷«592 $÷«466

$÷«729 $÷«607 $÷«480

2009
Snacks volume grew 9%, reflecting broad-based increases driven
by double-digit growth in India and the Middle East, partially
offset by a low-single-digit decline in China. Additionally, South
Africa grew volume at a low-single-digit rate and Australia grew
volume slightly. The net impact of acquisitions and divestitures
contributed 2 percentage points to the snacks volume growth.

Beverage volume grew 8%, reflecting broad-based increases

driven by double-digit growth in India and high-single-digit
growth in Pakistan. Additionally, the Middle East grew at a mid-
single-digit rate and China grew at a low-single-digit rate.
Acquisitions had a nominal impact on the beverage volume
growth rate.

Net revenue grew 9%, reflecting volume growth and favorable

effective net pricing. Foreign currency reduced net revenue
growth by over 3 percentage points. The net impact of acquisi-
tions and divestitures contributed 1 percentage point to the
net revenue growth.

Operating profit grew 21%, driven primarily by the net revenue
growth. The net impact of acquisitions and divestitures contributed
11 percentage points to the operating profit growth and included
a one-time gain associated with the contribution of our snacks
business in Japan to form a joint venture with Calbee, the snacks
market leader in Japan. Foreign currency reduced operating profit
growth by 3 percentage points.

2008
Snacks volume grew 11%, reflecting broad-based increases led
by double-digit growth in China, the Middle East and South Africa.
Additionally, Australia experienced low-single-digit growth and
India grew at a high-single-digit rate.

Beverage volume grew 12%, reflecting broad-based increases
driven by double-digit growth in China, the Middle East and India,
partially offset by low-single-digit declines in Thailand and the
Philippines. Acquisitions had a nominal impact on beverage volume
growth. CSDs grew at a high-single-digit rate and non-carbonated
beverages grew at a double-digit rate.

Net revenue grew 23%, reflecting volume growth and favorable
effective net pricing. Acquisitions contributed 2 percentage points
and foreign currency contributed 1 percentage point to the net
revenue growth.

Operating profit grew 27%, driven by the net revenue growth,
partially offset by increased commodity costs. Foreign currency and
acquisitions each contributed 2 percentage points to the operating
profit growth. The impact of the fourth quarter restructuring and
impairment charges in 2008 related to our Productivity for Growth
program was offset by prior year restructuring charges. Operating
profit, excluding restructuring and impairment charges, grew 26%.

PepsiCo, Inc. 2009 Annual Report

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Our Liquidity and CapitaL resOurCes
Global capital and credit markets, including the commercial paper
markets, experienced considerable volatility in 2009. This volatility
did not have a material unfavorable impact on our liquidity, and
we continue to have access to the capital and credit markets. In
addition, we have revolving credit facilities that are discussed in
Note 9. We believe that our cash generating capability and financial
condition, together with our revolving credit facilities and other
available methods of debt financing, will be adequate to meet our
operating, investing and financing needs. However, there can be
no assurance that continued or increased volatility in the global
capital and credit markets will not impair our ability to access these
markets on terms commercially acceptable to us. See also “The
global economic downturn has resulted in unfavorable economic
conditions and increased volatility in foreign exchange rates and
may have an adverse impact on our business results or financial
condition.” and “Any downgrade of our credit rating could increase
our future borrowing costs.” in “Our Business Risks.”

In addition, currency restrictions enacted by the government
in Venezuela have impacted our ability to pay dividends from our
snack and beverage operations in Venezuela outside of the country.
As of December 26, 2009, our operations in Venezuela comprised
7% of our cash and cash equivalents balance.

Furthermore, 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. On a continuing basis, we
consider various transactions to increase shareholder value and
enhance our business results, including acquisitions, divestitures,
joint ventures and share repurchases. These transactions may
result in future cash proceeds or payments.

Operating activities
In 2009, our operations provided $6.8 billion of cash, compared
to $7.0 billion in the prior year, reflecting a $1.0 billion ($0.6 billion
after-tax) discretionary pension contribution to our U.S. pension
plans, $196 million of restructuring payments related to our
Productivity for Growth program and $49 million of PBG/PAS
merger cost payments. Operating cash flow also reflected net
favorable working capital comparisons to the prior year.

In 2008, our operations provided $7.0 billion of cash, compared
to $6.9 billion in the prior year, primarily reflecting our solid business
results. Our operating cash flow in 2008 reflects restructuring

payments of $180 million, including $159 million related to our
Productivity for Growth program, and pension and retiree medical
contributions of $219 million, of which $23 million were
discretionary.

investing activities
In 2009, net cash used for investing activities was $2.4 billion,
primarily reflecting $2.1 billion for capital spending and $0.5 billion
for acquisitions.

In 2008, we used $2.7 billion for our investing activities, primarily

reflecting $2.4 billion for capital spending and $1.9 billion for
acquisitions. Significant acquisitions included our joint acquisition
with PBG of Lebedyansky in Russia and the acquisition of a snacks
company in Serbia. The use of cash was partially offset by net
proceeds from sales of short-term investments of $1.3 billion and
proceeds from sales of PBG and PAS stock of $358 million.

We anticipate net capital spending of about $3.6 billion in 2010.
Additionally, in connection with our December 7, 2009 agreement
with Dr Pepper Snapple Group, Inc. (DPSG) to manufacture and
distribute certain DPSG products in the territories where they are
currently sold by PBG and PAS, we will make an upfront payment
of $900 million to DPSG upon closing of the proposed mergers
with PBG and PAS.

Financing activities
In 2009, net cash used for financing activities was $2.5 billion, primarily
reflecting the return of operating cash flow to our shareholders
through dividend payments of $2.7 billion. Net proceeds from
issuances of long-term debt of $0.8 billion and stock option proceeds
of $0.4 billion were mostly offset by net repayments of short-term
borrowings of $1.0 billion.

In 2008, we used $3.0 billion for our financing activities, primarily

reflecting the return of operating cash flow to our shareholders
through common share repurchases of $4.7 billion and dividend
payments of $2.5 billion. The use of cash was partially offset by
proceeds from issuances of long-term debt, net of payments, of
$3.1 billion, stock option proceeds of $620 million and net proceeds
from short-term borrowings of $445 million.

Subsequent to year-end 2009, we issued $4.25 billion of fixed
and floating rate notes. We intend to use the net proceeds from
this offering to finance a portion of the purchase price for the
PBG and PAS mergers and to pay related fees and expenses in
connection with the mergers. See Note 9 for further information
regarding financing in connection with the PBG and PAS mergers.

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PepsiCo, Inc. 2009 Annual Report

Management’s Discussion and Analysis

We annually review our capital structure with our Board,
including our dividend policy and share repurchase activity. In
the second quarter of 2009, our Board of Directors approved a
6% dividend increase from $1.70 to $1.80 per share. We did not
repurchase any shares in 2009 under our $8.0 billion repurchase
program authorized by the Board of Directors in the second quarter
of 2007 and expiring on June 30, 2010. The current $8.0 billion
authorization has approximately $6.4 billion remaining for repur-
chase. We anticipate that in 2010 share repurchases together with
a voluntary $600 million pre-tax pension plan contribution will
total about $5 billion.

Management Operating Cash Flow
We focus on management operating cash flow as a key element
in achieving maximum shareholder value, and it is the primary
measure we use to monitor cash flow performance. However, it
is not a measure provided by accounting principles generally
accepted in the U.S. Therefore, this measure is not, and should
not be viewed as, a substitute for U.S. GAAP cash flow measures.
Since net capital spending is essential to our product innovation
initiatives and maintaining our operational capabilities, we believe
that it is a recurring and necessary use of cash. As such, we believe
investors should also consider net capital spending when evaluating
our cash from operating activities. Additionally, we consider certain
items, including the impact of a discretionary pension contribution
in the first quarter of 2009, net of tax, restructuring-related cash
payments, net of tax, and PBG/PAS merger cost payments in 2009
in evaluating management operating cash flow. We believe investors
should consider these items in evaluating our management
operating cash flow results. The table below reconciles net cash
provided by operating activities, as reflected in our cash flow
statement, to our management operating cash flow excluding
the impact of the above items.

Net cash provided by operating activities

Capital spending
Sales of property, plant and equipment

Management operating cash flow

Discretionary pension contribution

(after-tax)

Restructuring payments (after-tax)
PBG/PAS merger cost payments

Management operating cash flow

excluding above items

2009

$«6,796

(2,128)

4,726

640

168

2008

$«6,999

(2,446)

4,651

–

180

–

2007

$«6,934

(2,430)

4,551

–

$«5,583

$«4,831

$«4,573

In 2009, management operating cash flow was used primarily
to pay dividends. In 2008 and 2007, management operating cash
flow was used primarily to repurchase shares and pay dividends.
We expect to continue to return approximately all of our manage-
ment operating cash flow to our shareholders through dividends
and share repurchases. However, see “Our Business Risks” for certain
factors that may impact our operating cash flows.

Credit Ratings
Our objective is to maintain short-term credit ratings that provide
us with ready access to global capital and credit markets at
favorable interest rates. As anticipated, following the public
announcement of the PBG Merger Agreement and the PAS Merger
Agreement, Moody’s indicated that it was reviewing our ratings for
possible downgrade and S&P indicated that its outlook on PepsiCo
was negative and it could lower our ratings. Moody’s has noted
that the additional debt involved in completing the PBG Merger
and the PAS Merger and our consolidated level of indebtedness
following completion of the PBG Merger and the PAS Merger could
result in a rating lower than the current rating level. S&P has
indicated that when additional information becomes available, S&P
will review whether, following completion of the PBG Merger and
the PAS Merger, any of our senior unsecured debt will, in S&P’s view,
be structurally subordinated, which could result in a lower rating for
PepsiCo’s debt. Our current long-term debt rating is Aa2 at Moody’s
and A+ at S&P. We have maintained strong investment grade
ratings for over a decade. Each rating is considered strong invest-
ment grade and is in the first quartile of its respective ranking
system. These ratings also reflect the impact of our anchor bottlers’
cash flows and debt. See also “Our Business Risks.”

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 business.
However, at the time of the separation of our bottling operations
from us, various guarantees were necessary to facilitate the
separation. In 2008, we extended our guarantee of a portion of
Bottling Group LLC’s long-term debt in connection with the
refinancing of a corresponding portion of the underlying debt.

PepsiCo, Inc. 2009 Annual Report

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As of December 26, 2009, we believe it is remote that these
guarantees would require any cash payment. Neither the merger
with PBG nor the merger with PAS will affect our guarantee of
a portion of Bottling Group, LLC’s long-term debt. We do not
enter into off-balance-sheet transactions specifically structured
to provide income or tax benefits or to avoid recognizing or
disclosing assets or liabilities. See Note 9 for a description of our
off-balance-sheet arrangements.

Acquisition of common stock of PBG And PAs
On August 3, 2009, we entered into an Agreement and Plan of
Merger with PBG and Pepsi-Cola Metropolitan Bottling Company,
Inc. (Metro), our wholly owned subsidiary (the PBG Merger
Agreement) and a separate Agreement and Plan of Merger with
PAS and Metro (the PAS Merger Agreement).

The PBG Merger Agreement provides that, upon the terms and
subject to the conditions set forth in the PBG Merger Agreement,
PBG will be merged with and into Metro (the PBG Merger), with
Metro continuing as the surviving corporation and our wholly
owned subsidiary. At the effective time of the PBG Merger, each
share of PBG common stock outstanding immediately prior to the
effective time not held by us or any of our subsidiaries will be
converted into the right to receive either 0.6432 of a share of
PepsiCo common stock or, at the election of the holder, $36.50
in cash, without interest, and in each case subject to proration
procedures which provide that we will pay cash for a number
of shares equal to 50% of the PBG common stock outstanding
immediately prior to the effective time of the PBG Merger not
held by us or any of our subsidiaries and issue shares of PepsiCo
common stock for the remaining 50% of such shares. Each share
of PBG common stock held by PBG as treasury stock, held by us or
held by Metro, and each share of PBG Class B common stock held
by us or Metro, in each case immediately prior to the effective time
of the PBG Merger, will be canceled, and no payment will be made
with respect thereto. Each share of PBG common stock and PBG
Class B common stock owned by any subsidiary of ours other than
Metro immediately prior to the effective time of the PBG Merger
will automatically be converted into the right to receive 0.6432
of a share of PepsiCo common stock.

The PAS Merger Agreement provides that, upon the terms and
subject to the conditions set forth in the PAS Merger Agreement,
PAS will be merged with and into Metro (the PAS Merger, and

together with the PBG Merger, the Mergers), with Metro continuing
as the surviving corporation and our wholly owned subsidiary. At
the effective time of the PAS Merger, each share of PAS common
stock outstanding immediately prior to the effective time not held
by us or any of our subsidiaries will be converted into the right to
receive either 0.5022 of a share of PepsiCo common stock or, at the
election of the holder, $28.50 in cash, without interest, and in each
case subject to proration procedures which provide that we will
pay cash for a number of shares equal to 50% of the PAS common
stock outstanding immediately prior to the effective time of the
PAS Merger not held by us or any of our subsidiaries and issue shares
of PepsiCo common stock for the remaining 50% of such shares.
Each share of PAS common stock held by PAS as treasury stock,
held by us or held by Metro, in each case, immediately prior to the
effective time of the PAS Merger, will be canceled, and no payment
will be made with respect thereto. Each share of PAS common stock
owned by any subsidiary of ours other than Metro immediately
prior to the effective time of the PAS Merger will automatically be
converted into the right to receive 0.5022 of a share of PepsiCo
common stock.

On February 17, 2010, the stockholders of PBG and PAS

approved the PBG and PAS Mergers, respectively. Consummation
of each of the Mergers is subject to various conditions, including
the absence of legal prohibitions and the receipt of regulatory
approvals. On February 17, 2010, we announced that we had refiled
under the HSR Act with respect to the Mergers and signed a
Consent Decree proposed by the Staff of the FTC providing for
the maintenance of the confidentiality of certain information we
will obtain from DPSG in connection with the manufacture and
distribution of certain DPSG products after the Mergers are
completed. The Consent Decree is subject to review and approval
by the Commissioners of the FTC. We hope to consummate the
Mergers by the end of February, 2010.

We currently plan that at the closing of the Mergers we will
form a new operating unit. This new operating unit will comprise
all current PBG and PAS operations in the United States, Canada
and Mexico, and will account for about three-quarters of the volume
of PepsiCo’s North American bottling system, with independent
franchisees accounting for most of the rest. This new operating
unit will be included within the PAB business unit. Current PBG
and PAS operations in Europe, including Russia, will be managed
by the Europe division when the Mergers are completed.

88045_pepsico-09ar_33-59_R1.indd 59

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PepsiCo, Inc. 2009 Annual Report

Consolidated Statement of Income
PepsiCo, Inc. and Subsidiaries
(in millions except per share amounts)

Fiscal years ended December 26, 2009, December 27, 2008 and December 29, 2007

2009

2008

2007

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
Less: Net income attributable to noncontrolling interests

Net Income Attributable to PepsiCo

Net Income Attributable to PepsiCo per Common Share

Basic
Diluted

See accompanying notes to consolidated financial statements.

$43,232

$43,251

$39,474

20,099

15,026

8,044

365

(397)

8,079

2,100

5,979

20,351

15,877

6,959

374

(329)

7,045

1,879

5,166

18,038

14,196

7,182

560

(224)

125

7,643

1,973

5,670

$÷5,946

$÷5,142

$÷5,658

$÷÷3.81

$÷÷3.77

$÷÷3.26

$÷÷3.21

$÷÷3.48

$÷÷3.41

PepsiCo, Inc. 2009 Annual Report

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Consolidated Statement of Cash Flows
PepsiCo, Inc. and Subsidiaries
(in millions)

Fiscal years ended December 26, 2009, December 27, 2008 and December 29, 2007
Operating Activities
Net income
Depreciation and amortization
Stock-based compensation expense
Restructuring and impairment charges
Cash payments for restructuring charges
PBG/PAS merger costs
Cash payments for PBG/PAS merger costs
Excess tax benefits from share-based payment arrangements
Pension and retiree medical plan contributions
Pension and retiree medical plan expenses
Bottling equity income, net of dividends
Deferred income taxes and other tax charges and credits
Change in accounts and notes receivable
Change in inventories
Change in prepaid expenses and other current assets
Change in accounts payable and other current liabilities
Change in income taxes payable
Other, net

Net Cash Provided by Operating Activities

Investing Activities
Capital spending
Sales of property, plant and equipment
Proceeds from finance assets
Acquisitions and investments in noncontrolled affiliates
Divestitures
Cash restricted for pending acquisitions
Cash proceeds from sale of PBG and PAS stock
Short-term investments, by original maturity

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

More than three months—proceeds
More than three months—payments
Three months or less, net

Cash dividends paid
Share repurchases—common
Share repurchases—preferred
Proceeds from exercises of stock options
Excess tax benefits from share-based payment arrangements
Other financing

Net Cash Used for Financing Activities

Effect of exchange rate changes on cash and cash equivalents

Net Increase/(Decrease) in Cash and Cash Equivalents
Cash and Cash Equivalents, Beginning of Year

Cash and Cash Equivalents, End of Year

See accompanying notes to consolidated financial statements.

2009

2008

2007

$«5,979

1,635

227

(196)

(49)

(42)

(1,299)

423

(235)

284

188

(127)

(133)

319

(281)

6,796

(2,128)

–

(500)

–

(29)

(2,401)

1,057

(226)

(81)

(963)

(2,732)

–

(7)

413

(26)

(2,497)

(19)

1,879

2,064

$«3,943

$«5,166

1,543

$«5,670

1,426

238

543

(180)

–

(107)

(219)

459

(202)

573

(549)

(345)

(68)

718

(180)

(391)

6,999

(2,446)

–

(1,925)

(40)

358

(156)

1,376

(2,667)

3,719

(649)

(269)

625

(2,541)

(4,720)

(6)

620

107

–

(3,025)

(153)

1,154

910

$«2,064

260

102

(22)

–

(208)

(310)

535

(441)

118

(405)

(204)

(16)

522

128

(221)

6,934

(2,430)

(1,320)

–

315

(83)

113

(413)

(3,744)

2,168

(579)

(133)

(345)

(2,204)

(4,300)

(12)

1,108

208

–

(4,006)

(741)

1,651

$÷÷910

PepsiCo, Inc. 2009 Annual Report

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Consolidated Balance Sheet
PepsiCo, Inc. and Subsidiaries
(in millions except per share amounts)

December 26, 2009 and December 27, 2008
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 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

Preferred Stock, no par value
Repurchased Preferred Stock

PepsiCo 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
Repurchased common stock, at cost (217 and 229 shares, respectively)

Total PepsiCo Common Shareholders’ Equity

Noncontrolling interests

Total Equity

Total Liabilities and Equity

See accompanying notes to consolidated financial statements.

2009

2008

$÷«3,943

$÷«2,064

192

4,624

2,618

1,194

12,571

12,671

841

6,534

1,782

8,316

4,484

965

213

4,683

2,522

1,324

10,806

11,663

732

5,124

1,128

6,252

3,883

2,658

$«39,848

$«35,994

$÷÷÷464

$÷÷÷369

8,127

165

8,756

7,400

5,591

659

8,273

145

8,787

7,858

6,541

226

22,406

23,412

(145)

250

33,805

(3,794)

(13,383)

16,908

638

17,442

$«39,848

(138)

351

30,638

(4,694)

(14,122)

12,203

476

12,582

$«35,994

PepsiCo, Inc. 2009 Annual Report

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Consolidated Statement of Equity
PepsiCo, Inc. and Subsidiaries
(in millions)

Fiscal years ended December 26, 2009, December 27, 2008 and December 29, 2007
Preferred Stock
Repurchased Preferred Stock
Balance, beginning of year
Redemptions
Balance, end of period

Common Stock
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 guidance on accounting for uncertainty in income taxes
Measurement date change
Adjusted balance, beginning of year
Net income attributable to PepsiCo
Cash dividends declared—common
Cash dividends declared—preferred
Cash dividends declared—RSUs
Balance, end of year

Accumulated Other Comprehensive Loss

Balance, beginning of year
Measurement date change
Adjusted balance, beginning of year
Currency translation adjustment
Cash flow hedges, net of tax:

Net derivative (losses)/gains
Reclassification of losses to net income

Pension and retiree medical, net of tax:

Net pension and retiree medical gains/(losses)
Reclassification of net losses to net income
Unrealized gains/(losses) 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

Total Common Shareholders’ Equity
Noncontrolling Interests
Balance, beginning of year

Net income attributable to noncontrolling interests
Purchase of subsidiary shares from noncontrolling interests, net
Currency translation adjustment
Other
Balance, end of year

Total Equity
Comprehensive Income

Net income

Other Comprehensive Income/(Loss)
Currency translation adjustment
Cash flow hedges, net of tax
Pension and retiree medical, net of tax

Net prior service (cost)/credit
Net gains/(losses)

Unrealized gains/(losses) on securities, net of tax
Other

Comprehensive Income

Comprehensive (income)/loss attributable to noncontrolling interests

Comprehensive Income Attributable to PepsiCo

(a) Includes total tax benefits of $31 million in 2009, $95 million in 2008 and $216 million in 2007.

See accompanying notes to consolidated financial statements.

2009

2008

2007

Amount

0.8

$÷÷÷÷41

0.8

$÷÷÷÷41

0.8

$÷÷÷÷41

(0.5)
(0.1)
(0.6)
1,782

(229)
−
11
1
(217)

(138)
(7)
(145)
30

351
227
(292)
(36)
250

30,638
−
−
30,638
5,946
(2,768)
(2)
(9)
33,805

(4,694)
−
(4,694)
800

(55)
28

86
21
20
−
(3,794)

(14,122)
−
649
90
(13,383)
16,908

476
33
150
(12)
(9)
638
$«17,442

$÷«5,979

788
(27)

(3)
110
20
−
888
6,867
(21)
$÷«6,846

(0.5)
(−)
(0.5)
1,782

(177)
(68)
15
1
(229)

(132)
(6)
(138)
30

450
238
(280)
(57)
351

28,184
−
(89)
28,095
5,142
(2,589)
(2)
(8)
30,638

(952)
51
(901)
(2,484)

16
5

(1,376)
73
(21)
(6)
(4,694)

(10,387)
(4,720)
883
102
(14,122)
12,203

62
24
450
(48)
(12)
476
$«12,582

$÷«5,166

(2,532)
21

55
(1,358)
(21)
(6)
(3,841)
1,325
24
$÷«1,349

(0.5)
(−)
(0.5)
1,782

(144)
(64)
28
3
(177)

(120)
(12)
(132)
30

584
260
(347)
(47)
450

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

(2,246)
−
(2,246)
719

(60)
21

464
135
9
6
(952)

(7,758)
(4,300)
1,582
89
(10,387)
17,325

45
12
9
2
(6)
62
$«17,296

$÷«5,670

721
(39)

(105)
704
9
6
1,296
6,966
(14)
$÷«6,952

PepsiCo, Inc. 2009 Annual Report

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Notes to Consolidated Financial Statements

Note 1 Basis of Presentation and Our Divisions

BaSiS oF PreSeNtatioN
Our financial statements include the consolidated accounts of
PepsiCo, Inc. and the affiliates that we control. In addition, we
include our share of the results of certain other affiliates based on
our economic ownership interest. We do not control these other
affiliates, as our ownership in these other affiliates is generally less
than 50%. Equity income or loss from our anchor bottlers is
recorded as bottling equity income in our income statement.
Bottling equity income also includes any changes in our ownership
interests of our anchor bottlers. Bottling equity income includes
$147 million of pre-tax gains on our sales of PBG and PAS stock in
2008 and $174 million of pre-tax gains on our sales of PBG stock in
2007. There were no sales of PBG or PAS stock in 2009. See Notes 8
and 15 for additional information on our significant noncontrolled
bottling affiliates. Income or loss from other noncontrolled affiliates
is recorded as a component of selling, general and administrative
expenses. Intercompany balances and transactions are eliminated.
Our fiscal year ends on the last Saturday of each December,
resulting in an additional week of results every five or six years.
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 finished product are included in selling, general and
administrative expenses.

The preparation of our consolidated financial statements
in conformity with generally accepted accounting principles
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
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
flows associated with impairment testing for perpetual brands,
goodwill and other long-lived assets. We evaluate our estimates
on an on-going basis using our historical experience, as well as
other factors we believe appropriate under the circumstances,
such as current economic conditions, and adjust or revise our
estimates as circumstances change. As future events and their
effect cannot be determined with precision, actual results could
differ significantly from these estimates.

While the majority of our results are reported on a weekly
calendar basis, most of our international operations report on a

PepsiCo, Inc. 2009 Annual Report

monthly calendar basis. The following chart details our quarterly
reporting schedule:

Quarter
First Quarter

Second Quarter

Third Quarter

Fourth Quarter

U.S. and Canada
12 weeks

12 weeks

16 weeks

international
January, February

March, April and May

June, July and August

September, October,
November and December

See “Our Divisions” below and for additional unaudited informa-
tion on items affecting the comparability of our consolidated results,
see “Items Affecting Comparability” in Management’s Discussion
and Analysis of Financial Condition and Results of Operations.

Tabular dollars are 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.
Certain reclassifications were made to prior years’ amounts to
conform to the 2009 presentation.

oUr DiviSioNS
We manufacture or use contract manufacturers, market and
sell a variety of salty, convenient, sweet and grain-based snacks,
carbonated and non-carbonated beverages, and foods in over
200 countries with our largest operations in North America
(United States and Canada), Mexico and the United Kingdom.
Division results are based on how our Chief Executive Officer
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 of
Financial Condition and Results of Operations. The accounting
policies for the divisions are the same as those described in Note 2,
except for the following allocation methodologies:
•
stock-based compensation expense,
• pension and retiree medical expense, and
• derivatives.

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 2009 was approximately 27%
to FLNA, 3% to QFNA, 6% to LAF, 21% to PAB, 13% to Europe, 13% to
AMEA and 17% to corporate unallocated expenses. We had similar
allocations of stock-based compensation expense to our divisions in
2008 and 2007. The expense allocated to our divisions excludes any
impact of changes in our assumptions during the year which reflect
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.

88045_pepsico-09ar_64-86_R1.indd 64

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Pension and Retiree Medical Expense
Pension and retiree medical service costs measured at a fixed discount
rate, as well as amortization of gains and losses due to demographics,
including salary experience, are reflected in division results for North
American employees. Division results also include interest costs,
measured at a fixed 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 reflected in corporate unallocated expenses.
In addition, corporate unallocated expenses include the difference
between the service costs measured at a fixed discount rate
(included in division results as noted above) and the total service costs
determined using the Plans’ discount rates as disclosed in Note 7.

Derivatives
We centrally manage commodity derivatives on behalf of our
divisions. These commodity derivatives include energy, fruit and
other raw materials. Certain of these commodity derivatives do not
qualify for hedge accounting treatment and are marked to market

with the resulting gains and losses reflected in corporate unallo-
cated expenses. These gains and losses are subsequently reflected
in division results when the divisions take delivery of the underlying
commodity. Therefore, the divisions realize the economic effects of
the derivative without experiencing any resulting mark-to-market
volatility, which remains in corporate unallocated expenses. These
derivatives hedge underlying commodity price risk and were not
entered into for speculative purposes.

In 2007, we expanded our commodity hedging program to
include derivative contracts used to mitigate our exposure to price
changes associated with our purchases of fruit. In addition, in 2008,
we entered into additional contracts to further reduce our
exposure to price fluctuations in our raw material and energy costs.
The majority of these contracts do not qualify for hedge account-
ing treatment and are marked to market with the resulting gains
and losses recognized in corporate unallocated expenses within
selling, general and administrative expenses. These gains and losses
are subsequently reflected in division results.

PepsiCo Americas Foods (PAF)

PepsiCo Americas Beverages (PAB)

PepsiCo International (PI)

PepsiCo

Frito-Lay North America (FLNA)

Quaker Foods North America (QFNA)

Latin America Foods (LAF)

Europe

Asia, Middle East & Africa (AMEA)

FLNA
QFNA
LAF
PAB
Europe
AMEA
Total division
Corporate—net impact of mark-to-market on commodity hedges
Corporate—PBG/PAS merger costs
Corporate—restructuring
Corporate—other

2009

2008
Net Revenue

2007

2009

2008
Operating Profit(a)

2007

$13,224

$12,507

$11,586

$3,258

$2,959

$2,845

1,884

5,703

10,116

6,727

5,578

43,232

–

1,902

5,895

10,937

6,891

5,119

43,251

–

1,860

4,872

11,090

5,896

4,170

39,474

–

628

904

2,172

932

716

8,610

274

(49)

–

(791)

582

897

2,026

910

592

7,966

(346)

–

(10)

(651)

$43,232

$43,251

$39,474

$8,044

$6,959

568

714

2,487

855

466

7,935

–

(772)

$7,182

(a) For information on the impact of restructuring and impairment charges on our divisions, see Note 3.

Net Revenue

Division Operating Profit

AMEA
13%

Europe
16%

AMEA
8%

FLNA
31%

Europe
11%

FLNA
38%

PAB
23%

QFNA
4%

LAF
13%

PAB
25%

QFNA
7%

LAF
11%

PepsiCo, Inc. 2009 Annual Report

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Notes to Consolidated Financial Statements

Corporate
Corporate includes costs of our corporate headquarters, centrally managed initiatives, such as our ongoing business transformation
initiative and research and development projects, unallocated insurance and benefit programs, foreign exchange transaction gains and
losses, certain commodity derivative gains and losses and certain other items.

other DiviSioN iNFormatioN

FLNA
QFNA
LAF
PAB
Europe
AMEA

Total division
Corporate(a)
Investments in bottling affiliates

2009

2008
Total Assets

2007

2009

2008
Capital Spending

2007

$÷6,337

$÷6,284

$÷6,270

$÷«490

$÷«553

$÷«624

997

3,575

7,670

9,321

4,937

32,837

3,933

3,078

1,035

3,023

7,673

8,840

3,756

30,611

2,729

2,654

1,002

3,084

7,780

7,330

3,683

29,149

2,124

3,355

310

182

357

585

1,957

171

–

351

344

401

479

2,171

275

–

326

450

369

393

2,203

227

–

$39,848

$35,994

$34,628

$2,128

$2,446

$2,430

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

2009

2008
Amortization of Intangible Assets

2007

2009

2008
Depreciation and Other Amortization

2007

FLNA
QFNA
LAF
PAB
Europe
AMEA

Total division
Corporate

U.S.
Mexico
Canada
United Kingdom
All other countries

$÷7

$÷9

$÷«440

$÷«441

$÷«437

–

$63

$64

$58

189

345

227

248

1,485

$1,572

194

334

210

213

1,426

$1,479

166

321

190

189

1,337

$1,368

2009

2008
Net Revenue(a)

2007

2009

2008
Long-Lived Assets(b)

2007

$22,446

$22,525

$21,978

$12,496

$12,095

$12,498

3,210

1,996

1,826

13,754

$43,232

3,714

2,107

2,099

12,806

$43,251

3,498

1,961

1,987

10,050

$39,474

1,044

688

1,358

10,726

$26,312

904

556

1,509

7,466

1,067

699

2,090

6,441

$22,530

$22,795

(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.

total assets

Capital Spending

Net revenue

Long-Lived assets

Other
18%

FLNA
16%

Corporate
8%

AMEA
12%

Europe
23%

AMEA
27%

QFNA
3%

LAF
9%

PAB
19%

Europe
17%

PAB
9%

FLNA
23%

QFNA
2%

LAF
14%

Other
32%

United
Kingdom
4%

Canada
5%

Mexico
7%

Other
41%

United
States
52%

United
States
47%

United
Kingdom
5% Canada

Mexico
4%

PepsiCo, Inc. 2009 Annual Report

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Note 2 Our Significant 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 certain chilled products is to
remove and replace damaged and out-of-date products from
store shelves to ensure that our consumers receive the product
quality and freshness that they expect. Similarly, our policy for
certain warehouse-distributed products is to replace damaged
and out-of-date products. Based on our experience with this
practice, we have reserved for anticipated damaged and out-of-
date products. For additional unaudited information on our
revenue recognition and related policies, including our policy on
bad debts, see “Our Critical Accounting Policies” in Management’s
Discussion and Analysis of Financial Condition and Results of
Operations. We are exposed to concentration of credit risk by our
customers, Wal-Mart and PBG. In 2009, Wal-Mart (including Sam’s)
represented approximately 13% of our total net revenue, including
concentrate sales to our bottlers which are used in finished goods
sold by them to Wal-Mart; and PBG represented approximately 6%.
We have not experienced credit issues with these customers.

SaleS iNceN tiveS aNd otheR
MaRketplace SpeNdiNg
We offer sales incentives and discounts through various programs
to our customers and consumers. Sales incentives and discounts
are accounted for as a reduction of revenue and totaled $12.9 bil-
lion in 2009, $12.5 billion in 2008 and $11.3 billion in 2007. While
most of these incentive arrangements have terms of no more than
one year, certain arrangements, such as fountain pouring rights,
may 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 $296 million as of December 26, 2009 and $333 million
as of December 27, 2008 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 of Financial Condition
and Results of Operations.

Other marketplace spending, which includes the costs of
advertising and other marketing activities, totaled $2.8 billion in
2009 and $2.9 billion in both 2008 and 2007 and is reported as
selling, general and administrative expenses. Included in these
amounts were advertising expenses of $1.7 billion in both 2009

and 2008 and $1.8 billion in 2007. Deferred advertising costs are
not expensed until the year first used and consist of:
• media and personal service prepayments,
• promotional materials in inventory, and
• production costs of future media advertising.

Deferred advertising costs of $143 million and $172 million at

year-end 2009 and 2008, respectively, are classified 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 administrative
expenses. Shipping and handling expenses were $5.6 billion in
both 2009 and 2008 and $5.2 billion in 2007.

caSh e quivaleNtS
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 develop-
ment costs incurred in connection with developing or obtaining
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 develop-
ing or obtaining computer software, (ii) compensation and related
benefits 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
five to ten years. Software amortization totaled $119 million in 2009,
$58 million in 2008 and $30 million in 2007. Net capitalized software
and development costs were $1.1 billion as of December 26, 2009
and $940 million as of December 27, 2008.

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

88045_pepsico-09ar_64-86_R1.indd 67

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PepsiCo, Inc. 2009 Annual Report

Notes to Consolidated Financial Statements

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 quality and value of both current and proposed
product lines. Consumer research is excluded from research
and development costs and included in other marketing costs.
Research and development costs were $414 million in 2009,
$388 million in 2008 and $364 million in 2007 and are reported
within selling, general and administrative expenses.

otheR SigNiFiCaNt aCCouN tiNg poliCieS
Our other significant accounting policies are disclosed as follows:
• 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 of Financial Condition and Results
of Operations.
Income Taxes—Note 5, and for additional unaudited informa-
tion, see “Our Critical Accounting Policies” in Management’s
Discussion and Analysis of Financial Condition and Results
of Operations.

•

• Stock-Based Compensation—Note 6.
• Pension, Retiree Medical and Savings Plans—Note 7, and for

additional unaudited information, see “Our Critical Accounting
Policies” in Management’s Discussion and Analysis of Financial
Condition and Results of Operations.

• Financial Instruments—Note 10, and for additional unaudited
information, see “Our Business Risks” in Management’s
Discussion and Analysis of Financial Condition and Results
of Operations.

ReCeNt aCCouN tiNg pRoNouNCemeNtS
In December 2007, the FASB amended its guidance on accounting
for business combinations to improve, simplify and converge
internationally the accounting for business combinations. The new
accounting guidance continues the movement toward the greater
use of fair value in financial reporting and increased transparency
through expanded disclosures. We adopted the provisions of the
new guidance as of the beginning of our 2009 fiscal year. The
new accounting guidance changes how business acquisitions are
accounted for and will impact financial statements both on the
acquisition date and in subsequent periods. Additionally, under
the new guidance, transaction costs are expensed rather than

PepsiCo, Inc. 2009 Annual Report

capitalized. Future adjustments made to valuation allowances on
deferred taxes and acquired tax contingencies associated with
acquisitions that closed prior to the beginning of our 2009 fiscal
year apply the new provisions and will be evaluated based on
the outcome of these matters.

In December 2007, the FASB issued new accounting and
disclosure guidance on noncontrolling interests in consolidated
financial statements. This guidance amends the accounting
literature to establish new standards that will govern the account-
ing for and reporting of (1) noncontrolling interests in partially
owned consolidated subsidiaries and (2) the loss of control of
subsidiaries. We adopted the accounting provisions of the new
guidance on a prospective basis as of the beginning of our 2009
fiscal year, and the adoption did not have a material impact on our
financial statements. In addition, we adopted the presentation and
disclosure requirements of the new guidance on a retrospective
basis in the first quarter of 2009.

In June 2009, the FASB amended its accounting guidance on
the consolidation of VIEs. Among other things, the new guidance
requires a qualitative rather than a quantitative assessment to
determine the primary beneficiary of a VIE based on whether the
entity (1) has the power to direct matters that most significantly
impact the activities of the VIE and (2) has the obligation to absorb
losses or the right to receive benefits of the VIE that could poten-
tially be significant to the VIE. In addition, the amended guidance
requires an ongoing reconsideration of the primary beneficiary.
The provisions of this new guidance are effective as of the
beginning of our 2010 fiscal year, and we do not expect the
adoption to have a material impact on our financial statements.

Note 3 Restructuring and Impairment Charges

2009 aNd 2008 ReStRuCtuRiNg aNd
impaiRmeNt ChaRgeS
In 2009, we incurred a charge of $36 million ($29 million after-tax
or $0.02 per share) in conjunction with our Productivity for Growth
program that began in 2008. The program includes actions in all
divisions of the business, including the closure of six plants that
we believe will increase cost competitiveness across the supply
chain, upgrade and streamline our product portfolio, and simplify
the organization for more effective and timely decision-making.
These charges were recorded in selling, general and administrative
expenses. These initiatives were completed in the second quarter
of 2009, and substantially all cash payments related to these
charges are expected to be paid by 2010.

88045_pepsico-09ar_64-86_R1.indd 68

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In 2008, we incurred a charge of $543 million ($408 million
after-tax or $0.25 per share) in conjunction with our Productivity
for Growth program. Approximately $455 million of the charge
was recorded in selling, general and administrative expenses,
with the remainder recorded in cost of sales.

A summary of the restructuring and impairment charge in

2009 is as follows:

FLNA
QFNA
LAF
PAB
Europe
AMEA

Severance
and Other

Employee Costs (a)

Other Costs

$÷–

–

$17

$÷2

–

$19

(a) Primarily reflects termination costs for approximately 410 employees.

A summary of the restructuring and impairment charge in

2008 is as follows:

Severance
and Other
Employee Costs

Asset
Impairments

Other Costs

$÷48

$÷38

–

$÷22

129

FLNA
QFNA
LAF
PAB
Europe
AMEA
Corporate

Total

$÷2

$36

Total

$108

289

$212

$149

$182

$543

Severance and other employee costs primarily reflect termina-
tion costs for approximately 3,500 employees. Asset impairments
relate to the closure of six plants and changes to our beverage
product portfolio. Other costs include contract exit costs and
third-party incremental costs associated with upgrading our
product portfolio and our supply chain.

A summary of our Productivity for Growth program activity

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, LAF, PAB, Europe and AMEA. The charge was
recorded in selling, general and administrative expenses. All cash
payments related to this charge were paid by the end of 2008.
A summary of the restructuring and impairment charge is

as follows:

FLNA
LAF
PAB
Europe
AMEA

Severance
and Other
Employee Costs

Asset
Impairments

$÷–

$33

Other Costs

$÷9

–

Total

$÷28

$19

–

$57

$12

$102

Severance and other employee costs primarily reflect termination

costs for approximately 1,100 employees.

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

Average
Useful Life

2009

2008

2007

10–34yrs.

$÷«1,208 $÷÷÷868

20–44

5,080

4,738

÷5–14

17,183

15,173

1,441

1,773

24,912

22,552

(12,241)

(10,889)

$«12,671 $«11,663

$÷«1,500 $÷«1,422

$1,304

Brands
Other identifiable intangibles

÷5–40

10–24

$«÷1,465 $÷«1,411

505

1,970

(1,129)

360

1,771

(1,039)

$÷÷÷841 $÷÷÷732

is as follows:

2008 restructuring and
impairment charge

Cash payments
Non-cash charge
Currency translation

Liability as of

December 27, 2008
2009 restructuring and
impairment charge

Cash payments
Currency translation and

other

Liability as of

December 26, 2009

Severance
and Other
Employee Costs

Asset
Impairments

Other Costs

Total

Accumulated amortization

$«212

(50)

(27)

(1)

134

(128)

(14)

$«149

–

(149)

–

(12)

$«182

(109)

(9)

–

(68)

$«543

(159)

(185)

(1)

198

(196)

(1)

$÷÷«9

$÷÷«–

$÷«28

$÷«37

Amortization expense

$÷÷÷÷63 $÷÷÷÷64

$÷÷«58

Property, plant and equipment is recorded at historical cost.
Depreciation and amortization are recognized on a straight-line
basis over an asset’s estimated useful life. Land is not depreciated
and construction in progress is not depreciated until ready for
service. Amortization of intangible assets for each of the next five
years, based on existing intangible assets as of December 26, 2009
and using average 2009 foreign exchange rates, is expected to be
$65 million in both 2010 and 2011, $61 million in 2012, $58 million in
2013 and $52 million in 2014.

PepsiCo, Inc. 2009 Annual Report

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Notes to Consolidated Financial Statements

Depreciable and amortizable assets are only evaluated for

impairment upon a significant change in the operating or
macroeconomic environment. In these circumstances, if an
evaluation of the undiscounted cash flows indicates impairment,
the asset is written down to its estimated fair value, which
is based on discounted future cash flows. Useful lives are

periodically evaluated to determine whether events or
circumstances have occurred which indicate the need for
revision. For additional unaudited information on our
amortizable brand policies, see “Our Critical Accounting Policies”
in Management’s Discussion and Analysis of Financial Condition
and Results of Operations.

NoNamortizable iNtaNgible aSSetS
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 flows, an impairment loss is recognized in an amount equal to that excess. No impairment
charges resulted from these impairment evaluations. The change in the book value of nonamortizable intangible assets is as follows:

FlNa
Goodwill
Brands

QFNa
Goodwill
laF
Goodwill
Brands

Pab
Goodwill
Brands

europe
Goodwill
Brands

amea
Goodwill
Brands

Total goodwill
Total brands

Balance,
Beginning 2008

Acquisitions

Translation
and Other

Balance,
End of 2008

Acquisitions

Translation
and Other

balance,
end of 2009

$÷«311

$÷÷–

$÷(34)

$÷«277

$÷÷÷«6

$÷«23

$÷«306

–

311

175

147

169

2,369

2,428

1,642

1,041

2,683

525

126

651

5,169

1,248

$6,417

–

338

118

456

–

384

132

$516

–

(34)

–

(61)

(13)

(74)

(14)

–

(14)

(218)

(211)

(429)

(102)

(28)

(130)

(429)

(252)

$(681)

–

277

175

424

127

551

2,355

2,414

1,469

844

2,313

424

522

5,124

1,128

$6,252

–

110

1,291

572

1,863

–

1,380

647

$2,027

–

(136)

(38)

(174)

119

$÷«37

336

175

479

136

615

2,431

112

2,543

2,624

1,378

4,002

519

126

645

6,534

1,782

$8,316

PepsiCo, Inc. 2009 Annual Report

88045_pepsico-09ar_64-86_R1.indd 70

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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
Other, net

Annual tax rate

Deferred tax liabilities
Investments in noncontrolled affiliates
Property, plant and equipment
Intangible assets other than
nondeductible goodwill

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

2009

2008

2007

$4,209

3,870

$8,079

$3,274

3,771

$7,045

$4,085

3,558

$7,643

$1,238

$÷«815

$1,422

473

124

1,835

223

265

732

1,634

313

(69)

245

489

104

2,015

(66)

(42)

$2,100

$1,879

$1,973

35.0%

0.9

(6.6)

(1.7)

(1.8)

25.8%

35.0%

1.2

(7.9)

–

(2.3)

26.0%

$1,120

1,056

417

2,661

624

410

508

442

179

256

560

2,979

(586)

2,393

35.0%

0.8

(8.0)

–

(1.1)

26.7%

$1,193

881

295

2,442

682

410

495

428

345

230

677

3,267

(657)

2,610

Net deferred tax liabilities/(assets)

$÷«268

$÷(168)

Deferred taxes included within:
Assets:

Prepaid expenses and other

current assets

Other assets

Liabilities:

$÷«391

–

$÷«372

$÷÷«22

$÷«325

–

Deferred income taxes

$÷«659

$÷«226

$÷«646

Analysis of valuation allowances
Balance, beginning of year

(Benefit)/provision
Other additions/(deductions)

Balance, end of year

$÷«657

$÷«695

$÷«624

(78)

(5)

(33)

$÷«586

$÷«657

$÷«695

For additional unaudited information on our income tax
policies, including our reserves for income taxes, see “Our Critical
Accounting Policies” in Management’s Discussion and Analysis
of Financial Condition and Results of Operations.

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

ReseRves
A number of years may elapse before a particular matter, for which
we have established a reserve, is audited and finally 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:
• U.S.—continue to dispute one matter related to tax years 1998
through 2002. Our U.S. tax returns for the years 2003 through
2005 are currently under audit. In 2008, the IRS initiated its audit
of our U.S. tax returns for the years 2006 through 2007;
• Mexico—audits have been substantially completed for all

taxable years through 2005;

• United Kingdom—audits have been completed for all taxable

years prior to 2007; and

• Canada—audits have been completed for all taxable years
through 2006. The Canadian tax return for 2007 is currently
under audit.

While it is often difficult to predict the final outcome or the
timing of resolution of any particular tax matter, we believe that our
reserves reflect 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 particular
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.”

As of December 26, 2009, the total gross amount of reserves
for income taxes, reported in other liabilities, was $1.7 billion. Any
prospective adjustments to these reserves 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 provision 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 $461 million as of December 26,
2009, of which $30 million was recognized in 2009. The gross
amount of interest accrued was $427 million as of December 27,
2008, of which $95 million was recognized in 2008.

PepsiCo, Inc. 2009 Annual Report

88045_pepsico-09ar_64-86_R1.indd 71

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Notes to Consolidated Financial Statements

A rollforward of our reserves for all federal, state and foreign

tax jurisdictions, is as follows:

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
Translation and other

2009

$1,711

2008

$1,461

238

(236)

(64)

(4)

272

(14)

(30)

(20)

(34)

Balance, end of year

$1,731

$1,711

CarryForwardS aNd allowaNCeS
Operating loss carryforwards totaling $6.4 billion at year-end 2009
are being carried forward in a number of foreign and state jurisdic-
tions where we are permitted to use tax operating losses from prior
periods to reduce future taxable income. These operating losses
will expire as follows: $0.2 billion in 2010, $5.5 billion between 2011
and 2029 and $0.7 billion may be carried forward indefinitely. 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.

UNdiStribUted iNterNatioNal earNiNgS
As of December 26, 2009, we had approximately $21.9 billion of
undistributed international earnings. We intend to continue to reinvest
earnings outside the U.S. for the foreseeable future and, therefore,
have not recognized any U.S. tax expense on these earnings.

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. This program includes both our broad-
based SharePower program which was established in 1989 to
grant an annual award of stock options to eligible employees,
based upon job level or classification and tenure (internationally),
as well as our executive long-term awards program. 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 $227 million in 2009, $238 million in 2008 and
$260 million in 2007. Related income tax benefits recognized
in earnings were $67 million in 2009, $71 million in 2008 and

PepsiCo, Inc. 2009 Annual Report

$77 million in 2007. Stock-based compensation cost capitalized
in connection with our ongoing business transformation initiative
was $2 million in 2009, $4 million in 2008 and $3 million in 2007.
At year-end 2009, 42 million shares were available for future
stock-based compensation grants.

Method oF aCCo UNtiNg aNd oUr aSSUMptioNS
We account for our employee stock options, which include grants
under our executive program and our 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. We do not backdate, reprice
or grant stock-based compensation awards retroactively. Repricing
of awards would require shareholder approval under the LTIP.

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 officers do not have a choice and
are granted 50% stock options and 50% performance-based RSUs.
Vesting of RSU awards for senior officers is contingent upon the
achievement of pre-established performance targets approved by
the Compensation Committee of the Board of Directors. 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.
Our weighted-average Black-Scholes fair value assumptions

are as follows:

Expected life
Risk free interest rate
Expected volatility
Expected dividend yield

2009

6 yrs.

2.8%

17%

3.0%

2008

6 yrs.

3.0%

16%

1.9%

2007

6 yrs.

4.8%

15%

1.9%

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
reflects movements 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.

88045_pepsico-09ar_64-86_R1.indd 72

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A summary of our stock-based compensation activity for the

note 7 Pension, Retiree Medical and Savings Plans

year ended December 26, 2009 is presented below:

Our Stock Option Activity

Options(a)

Average

Price(b)

Average
Life
(years)(c)

Aggregate
Intrinsic

Value(d)

Outstanding at December 27, 2008 103,672

$50.42

Granted
Exercised
Forfeited/expired

15,466

(10,546)

(2,581)

53.09

39.48

59.49

Outstanding at December 26, 2009 106,011

$51.68

4.91

$1,110,793

Exercisable at December 26, 2009

68,272

$46.86

3.21

$÷«965,661

(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

Average
Intrinsic

RSUs(a)

Value(b)

Average
Life
(years)(c)

Aggregate
Intrinsic

Value(d)

Outstanding at December 27, 2008

Granted
Converted
Forfeited/expired

Outstanding at December 26, 2009

6,151

2,653

(2,232)

(480)

6,092

(a) RSUs are in thousands.
(b) Weighted-average intrinsic value at grant date.
(c) Weighted-average contractual life remaining.
(d) In thousands.

$63.18

53.22

57.48

62.57

$60.98

1.33

$371,364

OtheR StOck-BASed cO mpenSAtiOn 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

2009

2008

2007

$÷÷÷7.02

$÷÷11.24

$÷÷13.56

$194,545

$410,152

$826,913

2,653

2,135

2,342

$÷÷53.22

$÷÷68.73

$÷÷65.21

Total intrinsic value of RSUs converted(a)

$124,193

$180,563

$125,514

(a) In thousands.

As of December 26, 2009, there was $227 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 1.7 years.

Our pension plans cover full-time employees in the U.S. and certain
international employees. Benefits are determined based on either
years of service or a combination of years of service and earnings.
U.S. and Canada retirees are also eligible for medical and life
insurance benefits (retiree medical) if they meet age and service
requirements. Generally, our share of retiree medical costs is
capped at specified dollar amounts, which vary based upon years
of service, with retirees contributing the remainder of the costs.

Gains and losses resulting from actual experience differing from

our assumptions, including the difference between the actual
return on plan assets and the expected return on plan assets, and
from changes in our assumptions are also determined at each
measurement date. If this net accumulated gain or loss exceeds
10% of the greater of the market-related value of plan assets or plan
liabilities, a portion of the net gain or loss is included in expense for
the following year. The cost or benefit of plan changes that increase
or decrease benefits for prior employee service (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 10 years for pension expense and approximately
12 years for retiree medical expense.

Our adoption of the standard on accounting for defined benefit

pension and other postretirement plans required 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 fiscal year, we changed
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 recorded an after-tax $39 million decrease
to 2008 opening shareholders’ equity, as follows:

Retained earnings
Accumulated other comprehensive loss

Total

pension

$(63)

$(51)

Retiree
medical

$(20)

$«12

total

$(83)

$(39)

88045_pepsico-09ar_64-86_R1.indd 73

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PepsiCo, Inc. 2009 Annual Report

Notes to Consolidated Financial Statements

Selected financial information for our pension and retiree medical plans is as follows:

Change in projected benefit liability
Liability at beginning of year
Measurement date change
Service cost
Interest cost
Plan amendments
Participant contributions
Experience loss/(gain)
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
Measurement date change
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

Funded status

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

2009

2008

2009

2008

2009

2008

Pension

Retiree Medical

U.S.

International

$«6,217

$«6,048

$1,270

–

238

373

–

(296)

–

(199)

244

371

(20)

–

(277)

(9)

–

221

(50)

(8)

–

130

–

$1,595

113

(165)

(51)

(15)

(376)

(1)

$«1,370

$«1,354

–

(63)

(80)

–

(37)

(47)

–

(70)

(2)

(10)

(6)

$«6,606

$«6,217

$1,709

$1,270

$«1,359

$«1,370

$1,165

$1,595

$÷÷÷÷–

$«3,974

–

697

1,041

–

(296)

–

$«5,782

(136)

(1,434)

–

(277)

(9)

–

$«5,420

$(1,186)

$«3,974

$(2,243)

$÷÷÷÷–

(36)

(1,150)

$(1,186)

$«2,563

101

$«2,664

(60)

(2,183)

$(2,243)

$«2,826

112

$«2,938

–

159

167

(50)

(8)

118

–

$1,561

$÷(148)

$÷÷«50

(1)

(197)

$÷(148)

$÷«625

$÷«645

(241)

101

(51)

(11)

(341)

(1)

$1,165

$÷(105)

$÷÷«28

(1)

(132)

$÷(105)

$÷«421

$÷«441

$÷«105

(219)

(4)

354

(19)

(135)

$÷«134

$1,013

–

(80)

–

$÷÷÷13

$(1,346)

$÷÷÷÷–

(105)

(1,241)

$(1,346)

$÷÷190

(102)

$÷÷÷88

–

(70)

–

$÷÷÷÷–

$(1,370)

$÷÷÷÷–

(102)

(1,268)

$(1,370)

$÷÷266

(119)

$÷÷147

$÷÷÷÷–

$÷÷«(53)

(38)

(36)

(2)

(11)

–

(8)

(1)

$÷÷«(76)

$÷÷«(10)

Components of the (decrease)/increase in net loss
Measurement date change
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 2003 Medicare Act

Total

Liability at end of year for service to date

$÷÷÷÷–

$÷«(130)

$÷÷÷«–

–

(235)

(111)

$÷«(263)

$«5,784

247

(194)

(25)

1,850

(58)

–

$«1,690

$«5,413

(54)

(9)

$÷«204

$1,414

PepsiCo, Inc. 2009 Annual Report

88045_pepsico-09ar_64-86_R1.indd 74

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Components of benefit expense are as follows:

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 (gain)/loss
Special termination benefits

Total

Pension

2009

2008

U.S.

2007

2009

2008

2007

2009

International

Retiree Medical
2008

2007

$«238

$«244

$÷«54

$÷«61

$«59

$÷44

$÷45

$÷48

373

(462)

110

271

(13)

–

371

(416)

273

338

(399)

136

324

–

(105)

–

(112)

(97)

–

(17)

120

–

(13)

121

–

(13)

130

–

$«258

$«307

$«329

$÷«45

$÷«64

$«76

$120

$124

$130

The estimated amounts to be amortized from accumulated other comprehensive loss into benefit expense in 2010 for our

pension and retiree medical plans are as follows:

Net loss
Prior service cost/(credit)

Total

Pension

Retiree Medical

U.S.

International

$108

$120

$24

$26

$÷«5

(17)

$(12)

The following table provides the weighted-average assumptions used to determine projected benefit liability and benefit 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

2009

2008

U.S.

6.1%

6.2%

7.8%

4.4%

6.2%

6.5%

7.8%

4.6%

Pension

2007

2009

2008

2007

2009

International

Retiree Medical
2008

2007

6.2%

5.8%

7.8%

4.7%

5.9%

6.3%

7.1%

4.2%

6.3%

5.6%

7.2%

3.9%

5.8%

5.2%

7.3%

3.9%

6.1%

6.2%

6.5%

6.1%

5.8%

The following table provides selected information about plans with liability for service to date and total benefit 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

Benefit liability
Fair value of plan assets

2009

2008

2009

2008

2009

2008

Pension

Retiree Medical

U.S.

International

$(2,695)

$«2,220

$(5,411)

$«3,971

$(6,603)

$«5,417

$(6,217)

$«3,974

$÷÷(342)

$÷÷309

$(1,566)

$«1,368

$÷÷«(49)

$÷÷÷30

$(1,049)

$÷÷916

$(1,359)

$÷÷÷«13

$(1,370)

$÷÷÷÷–

Of the total projected pension benefit liability at year-end 2009, $564 million relates to plans that we do not fund because the funding of

such plans does not receive favorable tax treatment.

88045_pepsico-09ar_64-86_R3.indd 75

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PepsiCo, Inc. 2009 Annual Report

Notes to Consolidated Financial Statements

Future BeNeFit PaymeNtS aNd FuNdiNg
Our estimated future benefit payments are as follows:

Pension
Retiree medical(a)

2010

$340

$110

2011

$360

$120

2012

$395

$125

2013

$415

$125

2014

2015-19

$450

$130

$2,825

$÷«695

(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 2010 through 2014 and approximately
$70 million in total for 2015 through 2019.

These future benefits to beneficiaries include payments from

both funded and unfunded pension plans.

In 2010, we will make pension contributions of approximately
$700 million, with up to approximately $600 million expected to
be discretionary. Our net cash payments for retiree medical are
estimated to be approximately $100 million in 2010.

PeNSioN aSSet S
Our pension plan investment strategy includes the use of actively-
managed securities and is reviewed annually based upon plan
liabilities, an evaluation of market conditions, tolerance for risk and
cash requirements for benefit payments. Our investment objective
is to ensure that funds are available to meet the plans’ benefit
obligations when they become due. Our overall investment
strategy is to prudently invest plan assets in high-quality and
diversified equity and debt securities to achieve our long-term
return expectations. Our investment policy also permits the use
of derivative instruments which are primarily used to reduce risk.
Our expected long-term rate of return on U.S. plan assets is 7.8%,
reflecting estimated long-term rates of return of 8.9% from our
equity allocation and 6.3% from our fixed income allocation. Our
target investment allocation is 40% for U.S. equity allocations, 20%
for international equity allocations and 40% for fixed income

allocations. Actual investment allocations may vary from our target
investment allocations due to prevailing market conditions. We
regularly review our actual investment allocations and periodically
rebalance our investments to our target allocations.

We adopted the new accounting guidance on employer’s

disclosures about postretirement benefit plan assets which requires
that we categorize pension assets into three levels based upon the
assumptions (inputs) used to price the assets. Level 1 provides the
most reliable measure of fair value, whereas Level 3 generally
requires significant management judgment. The three levels are
defined as follows:
• Level 1: Unadjusted quoted prices in active markets for

identical assets.

• Level 2: Observable inputs other than those included in Level 1.
For example, quoted prices for similar assets in active markets
or quoted prices for identical assets in inactive markets.
• Level 3: Unobservable inputs reflecting assumptions about

the inputs used in pricing the asset.

PepsiCo, Inc. 2009 Annual Report

88045_pepsico-09ar_64-86_R1.indd 76

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Plan assets measured at fair value are categorized as follows:

2009

Total

Level 1

Level 2

Level 3

retiree medical costs limits the impact. A 1-percentage-point
change in the assumed health care trend rate would have the
following effects:

2008
Total

$÷«332 $÷«332 $÷÷÷«–

$÷–

$÷«302

U.S. plan assets
Equity securities:

PepsiCo common stock(a)
U.S. common stock(a)
U.S. commingled funds(b)
International common stock(a)
International commingled fund(c)
Preferred stock(d)

Fixed income securities:

Government securities(d)
Corporate bonds(d)
Mortgage-backed securities(d)
Fixed income commingled fund(e)

Other:

Derivative instruments
Contracts with insurance

companies(f)

229

1,387

700

114

741

1,214

201

–

Dividends and interest receivable
Cash and cash equivalents

457

229

–

1,387

700

–

457

–

114

741

1,198

195

–

103

513

463

724

592

250

647

(9)

302

Total U.S. plan assets

$5,420 $1,718 $3,639

$63

$3,974

International plan assets
Equity securities:

U.S. commingled funds(b)
International commingled funds(c)

Fixed income securities:

Government securities(d)
Corporate bonds(d)
Fixed income commingled funds(e)

Other:

Contracts with insurance

companies(f)

Currency commingled funds(g)
Cash and cash equivalents

$÷«180 $÷÷÷«– $÷«180

$÷–

$÷«128

661

139

128

363

–

661

139

128

363

–

429

123

103

310

Total international plan assets

$1,561 $÷÷«17 $1,515

$29

$1,165

(a) Based on quoted market prices in active markets.
(b) Based on the fair value of the investments owned by these funds that track various U.S. large-

and mid-cap company indices. Includes one fund that represents 25% of total U.S. plan assets.
(c) Based on the fair value of the investments owned by these funds that track various non-U.S.

equity indices.

(d) Based on quoted bid prices for comparable securities in the marketplace and broker/dealer

quotes that are not observable.

(e) Based on the fair value of the investments owned by these funds that track various

government and corporate bond indices.

(f) Based on the fair value of the contracts as determined by the insurance companies using

inputs that are not observable.

(g) Based on the fair value of the investments owned by these funds. Includes managed hedge

funds that invest primarily in derivatives to reduce currency exposure.

ReTIRee MedIcal coST TRend RaTeS
An average increase of 7.5% in the cost of covered retiree medical
benefits is assumed for 2010. 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

2009 service and interest cost components
2009 benefit liability

1% Increase

1% Decrease

$÷4

$30

$÷(3)

$(26)

SavIngS Plan
Our U.S. employees are eligible to participate in 401(k) savings plans,
which are voluntary defined contribution plans. The plans are
designed to help employees accumulate additional savings for
retirement. We make matching contributions on a portion of eligible
pay based on years of service. In 2009 and 2008, our matching
contributions were $72 million and $70 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 Affiliates

Our most significant noncontrolled bottling affiliates are PBG
and PAS. Sales to PBG represented approximately 6% of our total
net revenue in 2009 and 7% of our total net revenue in both
2008 and 2007.

See Note 15 for information regarding our pending mergers

with PBG and PAS.

The PePSI BoTTlIng gR oUP
In addition to approximately 32% and 33% of PBG’s outstanding
common stock that we owned at year-end 2009 and 2008,
respectively, we owned 100% of PBG’s class B common stock
and approximately 7% of the equity of Bottling Group, LLC,
PBG’s principal operating subsidiary.

PBG’s summarized financial information is as follows:

Current assets
Noncurrent assets

Total assets

Current liabilities
Noncurrent liabilities

Total liabilities

Our investment

2009

2008

2007

$÷3,412

$÷3,141

10,158

9,841

$13,570

$12,982

$÷1,965

$÷3,083

7,896

7,408

$÷9,861

$10,491

$÷1,775

$÷1,457

Net revenue
Gross profit
Operating income
Net income attributable to PBG

$13,219

$÷5,840

$÷1,048

$÷÷«612

$13,796

$÷6,210

$÷÷«649

$÷÷«162

$13,591

$÷6,221

$÷1,071

$÷÷«532

PepsiCo, Inc. 2009 Annual Report

88045_pepsico-09ar_64-86_R1.indd 77

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Notes to Consolidated Financial Statements

Our investment in PBG, which includes the related goodwill,

was $463 million and $536 million higher than our ownership
interest in their net assets less noncontrolling interests at year-end
2009 and 2008, respectively. Based upon the quoted closing price
of PBG shares at year-end 2009, the calculated market value of our
shares in PBG exceeded our investment balance, excluding our
investment in Bottling Group, LLC, by approximately $1.4 billion.
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
consolidates the entity. We account for our interest of 40% under
the equity method of accounting.

During 2008, together with PBG, we jointly acquired Russia’s
leading branded juice company, Lebedyansky. Lebedyansky is
owned 25% and 75% by PBG and us, respectively. See Note 14
for further information on this acquisition.

PePSiAmeriCAS
At year-end 2009 and 2008, we owned approximately 43%, respec-
tively, of the outstanding common stock of PAS.

relAted PArty trANSACtioNS
Our significant related party transactions are with our noncontrolled
bottling affiliates. The transactions primarily consist of (1) selling
concentrate to these affiliates, which they use in the production of
CSDs and non-carbonated beverages, (2) selling certain finished
goods to these affiliates, (3) receiving royalties for the use of our
trademarks for certain products and (4) paying these affiliates to act
as our manufacturing and distribution agent for product associated
with our national account fountain customers. Sales of concentrate
and finished goods are reported net of bottler funding. For further
unaudited information on these bottlers, see “Our Customers” in
Management’s Discussion and Analysis of Financial Condition and
Results of Operations. These transactions with our bottling affiliates
are reflected in our consolidated financial statements as follows:

Net revenue
Cost of sales
Selling, general and administrative

expenses

Accounts and notes receivable
Accounts payable and other liabilities

2009

$3,922

$÷«634

$÷÷«24

$÷«254

$÷«285

2008

$4,049

$÷«660

$÷÷«30

$÷«248

$÷«198

2007

$4,020

$÷«625

$÷÷«33

2007

Such amounts are settled on terms consistent with other trade

receivables and payables. See Note 9 regarding our guarantee of
certain PBG debt.

We also coordinate, on an aggregate basis, the contract negotia-
tions 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 reflected
in our consolidated financial 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.

In addition, our joint ventures with Unilever (under the Lipton

brand name) and Starbucks sell finished goods (ready-to-drink
teas, coffees and water products) to our noncontrolled bottling
affiliates. Consistent with accounting for equity method investments,
our joint venture revenue is not included in our consolidated net
revenue and therefore is not included in the above table.

PAS summarized financial information is as follows:

Current assets
Noncurrent assets

Total assets

Current liabilities
Noncurrent liabilities

Total liabilities

Our investment

Net sales
Gross profit
Operating income
Net income attributable to PAS

2009

$÷«952

4,141

$5,093

$÷«669

2,493

$3,162

$1,071

$4,421

$1,767

$÷«381

$÷«181

2008

$÷«906

4,148

$5,054

$1,048

2,175

$3,223

$÷«972

$4,937

$1,982

$÷«473

$÷«226

$4,480

$1,823

$÷«436

$÷«212

Our investment in PAS, which includes the related goodwill,

was $322 million and $318 million higher than our ownership
interest in their net assets less noncontrolling interests at year-end
2009 and 2008, respectively. Based upon the quoted closing price
of PAS shares at year-end 2009, the calculated market value of our
shares in PAS exceeded our investment balance by approximately
$515 million.

Additionally, in 2007, we completed the joint purchase of

Sandora, LLC, a juice company in the Ukraine, 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.

PepsiCo, Inc. 2009 Annual Report

88045_pepsico-09ar_64-86_R1.indd 78

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Note 9 Debt Obligations and Commitments

Short-term debt obligations
Current maturities of long-term debt
Commercial paper (0.7%)
Other borrowings (6.7% and 10.0%)
Amounts reclassified to long-term debt

Long-term debt obligations
Short-term borrowings, reclassified
Notes due 2012-2026 (4.5% and 5.8%)
Zero coupon notes, $225 million due 2010-2012 (13.3%)
Other, due 2010-2019 (8.4% and 5.3%)

Less: current maturities of long-term debt obligations

2009

2008

$÷«102

$÷÷273

–

362

–

$÷«464

$÷÷÷«–

7,160

192

150

7,502

(102)

846

509

(1,259)

$÷÷369

$«1,259

6,382

242

248

8,131

(273)

$7,400

$«7,858

The interest rates in the above table reflect weighted-average rates at year-end.

In the first quarter of 2009, we issued $1.0 billion of senior
unsecured notes, bearing interest at 3.75% per year and maturing
in 2014. We used the proceeds from the issuance of these notes
for general corporate purposes.

In the third quarter of 2009, we entered into a new 364-day
unsecured revolving credit agreement which enables us to borrow
up to $1.975 billion, subject to customary terms and conditions, and
expires in June 2010. We may request renewal of this facility for an
additional 364-day period or convert any amounts outstanding
into a term loan for a period of up to one year, which would mature
no later than June 2011. This agreement replaced a $1.8 billion
364-day unsecured revolving credit agreement we entered into
during the fourth quarter of 2008. Funds borrowed under this
agreement may be used to repay outstanding commercial paper
issued by us or our subsidiaries and for other general corporate
purposes, including working capital, capital investments and
acquisitions. This agreement is in addition to our existing $2.0 billion
unsecured revolving credit agreement which expires in 2012. Our
lines of credit remain unused as of December 26, 2009.

In addition, as of December 26, 2009, $396 million of our debt
related to borrowings from various lines of credit that are maintained
for our international divisions. These lines of credit are subject to
normal banking terms and conditions and are fully committed to
the extent of our borrowings.

Subsequent to year-end 2009, we issued $4.25 billion of fixed
and floating rate notes. The issuance was comprised of $1.25 billion
of floating rate notes maturing in 2011 (the “2011 Floating Rates
Notes”), $1.0 billion of 3.10% senior unsecured notes maturing in
2015, $1.0 billion of 4.50% senior unsecured notes maturing in
2020 and $1.0 billion of 5.50% senior unsecured notes maturing in
2040. The 2011 Floating Rate Notes bear interest at a rate equal to
the three-month London Inter-Bank Offered Rate (“LIBOR”) plus
3 basis points.

We intend to use the net proceeds from this offering to finance

a portion of the purchase price for the mergers with PBG and
PAS and to pay related fees and expenses in connection with the
mergers with PBG and PAS. Pending such use we invested the net
proceeds in short-term, high-quality securities. If one or both of
the mergers with PBG and PAS is not completed, we intend to use
the remaining net proceeds from this offering for general corporate
purposes, which may include the financing of future acquisitions,
capital expenditures, additions to working capital, repurchase,
repayment or refinancing of debt or stock repurchases.

Concurrently with the debt issuance after year-end, we
terminated the commitments from lenders to provide us with
up to $4.0 billion in bridge financing to fund the mergers with
PBG and PAS.

Also subsequent to year-end 2009, we entered into amend-
ments to PBG’s revolving credit facility (the Amended PBG Credit
Facility) and PAS’s revolving credit facility (the Amended PAS Credit
Facility). Under the Amended PBG Credit Facility, subject to the
satisfaction of certain conditions to effectiveness, at the closing of
the merger with PBG, Metro will be able to borrow up to $1,080 mil-
lion from time to time. Borrowings under the Amended PBG Credit
Facility, which expires in October 2012, are guaranteed by us. Under
the Amended PAS Credit Facility, subject to the satisfaction of
certain conditions to effectiveness, at the closing of the merger
with PAS, Metro will be able to borrow up to $540 million from time
to time. Borrowings under the Amended PAS Credit Facility, which
expires in June 2011, are guaranteed by us.

88045_pepsico-09ar_64-86_R1.indd 79

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PepsiCo, Inc. 2009 Annual Report

Notes to Consolidated Financial Statements

LoNg-Term CoNTraCTuaL CommiTmeNTS (a)

See “Our Liquidity and Capital Resources” in Management’s

Long-term debt obligations(b)
Interest on debt obligations(c)
Operating leases
Purchasing commitments
Marketing commitments

Payments Due by Period

Total

2010

2011–
2012

2013–
2014

2015 and
beyond

$÷7,400

$÷÷÷«–

$1,332

$2,063

$4,005

2,386

1,076

2,066

793

347

282

801

260

666

356

960

314

500

203

260

873

235

141

$13,721

$1,690

$3,628

$3,104

$5,299

(a) Reflects non-cancelable commitments as of December 26, 2009 based on year-end foreign
exchange rates and excludes any reserves for uncertain tax positions as we are unable to
reasonably predict the ultimate amount or timing of settlement.

(b) Excludes current maturities of long-term debt obligations of $102 million. Includes
$151 million of principal and accrued interest related to our zero coupon notes.

December 26, 2009.

Most long-term contractual commitments, 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 commitments are primarily for sports marketing.
Bottler funding is not reflected in our long-term contractual commit-
ments 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 affiliates.

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,
at the time of the separation of our bottling operations from us
various guarantees were necessary to facilitate the transactions. We
have guaranteed an aggregate of $2.3 billion of Bottling Group, LLC’s
long-term debt ($1.0 billion of which matures in 2012 and $1.3 billion
of which matures in 2014). In the first quarter of 2009, we extended
our guarantee of $1.3 billion of Bottling Group, LLC’s long-term debt
in connection with the refinancing of a corresponding portion of
the underlying debt. 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 significantly changed. Neither the merger with PBG nor
the merger with PAS will trigger our payment obligation under
our guarantee of a portion of Bottling Group, LLC’s debt. As of
December 26, 2009, we believe it is remote that these guarantees
would require any cash payment. See Note 8 regarding contracts
related to certain of our bottlers.

Discussion and Analysis of Financial Condition and Results of
Operations for further unaudited information on our borrowings.

Note 10 Financial Instruments

In March 2008, the FASB issued new disclosure guidance on
derivative instruments and hedging activities, which amends and
expands the disclosure requirements of previously issued guidance
on accounting for derivative instruments and hedging activities,
to provide an enhanced understanding of the use of derivative
instruments, how they are accounted for and their effect on financial
position, financial performance and cash flows. We adopted the
disclosure provisions of the new guidance in the first quarter of 2009.
We are exposed to market risks arising from adverse changes in:

• 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 derivatives. Certain
derivatives are designated as either cash flow or fair value hedges
and qualify for hedge accounting treatment, while others do not
qualify and are marked to market through earnings. Cash flows
from derivatives used to manage commodity, foreign exchange or
interest risks are classified as operating activities. See “Our Business
Risks” in Management’s Discussion and Analysis of Financial
Condition and Results of Operations for further unaudited
information on our business risks.

For cash flow hedges, changes in fair value are deferred in
accumulated other comprehensive loss within common share-
holders’ 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. Ineffectiveness of our hedges is not material. If the
derivative instrument is terminated, we continue to defer the related

PepsiCo, Inc. 2009 Annual Report

88045_pepsico-09ar_64-86_R1.indd 80

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gain or loss and then 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 transaction, we recognize
the related gain or loss in net income immediately.

We also use derivatives that do not qualify for hedge accounting

Our open commodity derivative contracts that do not qualify

treatment. We account for such derivatives at market value with
the resulting gains and losses reflected in our income statement.
We do not use derivative instruments for trading or speculative
purposes. We perform assessments of our counterparty credit risk
regularly, including a review of credit ratings, credit default swap
rates and potential nonperformance of the counterparty. Based
on our most recent assessment of our counterparty credit risk, we
consider this risk to be low. In addition, we enter into derivative
contracts with a variety of financial institutions that we believe are
creditworthy in order to reduce our concentration of credit risk
and generally settle with these financial institutions on a net basis.

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
managed through the use of fixed-price purchase orders, pricing
agreements, geographic diversity and derivatives. We use deriva-
tives, with terms of no more than three years, to economically
hedge price fluctuations related to a portion of our anticipated
commodity purchases, primarily for natural gas and diesel fuel.
For those derivatives that qualify for hedge accounting, any
ineffectiveness is recorded immediately. We classify both the
earnings and cash flow impact from these derivatives consistent
with the underlying hedged item. During the next 12 months,
we expect to reclassify net losses of $124 million related to these
hedges from accumulated other comprehensive loss into net
income. Derivatives used to hedge commodity price risk that
do not qualify for hedge accounting are marked to market each
period and reflected in our income statement.

Our open commodity derivative contracts that qualify for

hedge accounting had a face value of $151 million as of
December 26, 2009 and $303 million as of December 27, 2008.
These contracts resulted in net unrealized losses of $29 million as
of December 26, 2009 and $117 million as of December 27, 2008.

Foreign exChange
Financial statements of foreign subsidiaries 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 component of accumulated other comprehensive loss within
common shareholders’ equity as currency translation adjustment.
Our operations outside of the U.S. generate 48% of our net
revenue, with Mexico, Canada and the United Kingdom comprising
16% of our net revenue. As a result, we are exposed to foreign
currency risks. On occasion, we may enter into derivatives, primarily
forward contracts with terms of no more than two years, to manage
our exposure to foreign currency transaction risk. Exchange rate gains
or losses related to foreign currency transactions are recognized as
transaction gains or losses in our income statement as incurred.
Our foreign currency derivatives had a total face value of

$1.2 billion as of December 26, 2009 and $1.4 billion as of
December 27, 2008. The contracts that qualify for hedge
accounting resulted in net unrealized losses of $20 million as of
December 26, 2009 and net unrealized gains of $111 million as
of December 27, 2008. During the next 12 months, we expect to
reclassify net losses of $20 million related to these hedges from
accumulated other comprehensive loss into net income. The
contracts that do not qualify for hedge accounting resulted in a
net gain of $1 million in 2009 and net losses of $28 million in 2008.
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 investment portfolios consider-
ing investment opportunities and risks, tax consequences and
overall financing strategies. We use various interest rate derivative
instruments including, but not limited to, interest rate swaps, cross
currency interest rate swaps, Treasury locks and swap locks to

88045_pepsico-09ar_64-86_R1.indd 81

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PepsiCo, Inc. 2009 Annual Report

Notes to Consolidated Financial Statements

manage our overall interest expense and foreign exchange risk.
These instruments effectively change the interest rate and currency
of specific debt issuances. Our interest rate and cross currency
swaps are generally entered into concurrently with the issuance of
the debt that they modify. The notional amount, interest payment
and maturity date of the interest rate and cross currency swaps
match the principal, interest payment and maturity date of the
related debt. Our Treasury locks and swap locks are entered into
to protect against unfavorable interest rate changes relating to
forecasted debt transactions.

The notional amounts of the interest rate derivative instruments
outstanding as of December 26, 2009 and December 27, 2008 were
$5.75 billion and $2.75 billion, respectively. For those interest rate
derivative instruments that qualify for cash flow hedge accounting,
any ineffectiveness is recorded immediately. We classify both the
earnings and cash flow impact from these interest rate derivative
instruments consistent with the underlying hedged item. During
the next 12 months, we expect to reclassify net losses of $6 million
related to these hedges from accumulated other comprehensive
loss into net income.

Concurrently with the debt issuance after year-end, we

terminated $1.5 billion of interest rate derivative instruments, and
the realized loss will be amortized into interest expense over the
duration of the debt term.

As of December 26, 2009, approximately 57% of total debt,
after the impact of the related interest rate derivative instruments,
was exposed to variable rates compared to 58% as of December 27,
2008. 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.

Fair Value MeaSureMeNtS
In September 2006, the FASB issued new accounting guidance
on fair value measurements, which defines fair value, establishes a
framework for measuring fair value, and expands disclosures about
fair value measurements. We adopted the new guidance as of the
beginning of our 2008 fiscal year as it relates to recurring financial
assets and liabilities. As of the beginning of our 2009 fiscal year,
we adopted the new guidance as it relates to nonrecurring fair
value measurement requirements for nonfinancial assets and

liabilities. These include goodwill, other nonamortizable intangible
assets and unallocated purchase price for recent acquisitions which
are included within other assets. Our adoption did not have a
material impact on our financial statements. See Note 7 for the
fair value framework.

The fair values of our financial assets and liabilities as of

December 26, 2009 are categorized as follows:

2009

total

Level 1

Level 2

Level 3

assets(a)
Available-for-sale securities(b)
Short-term investments—index funds(c)
Derivatives designated as hedging

instruments:

Forward exchange contracts(d)
Interest rate derivatives(e)
Prepaid forward contracts(f)
Commodity contracts—other(g)

Derivatives not designated as

hedging instruments:

Forward exchange contracts(d)
Commodity contracts—other(g)

Total asset derivatives at fair value

total assets at fair value

liabilities(a)
Deferred compensation(h)
Derivatives designated as hedging

instruments:

Forward exchange contracts(d)
Interest rate derivatives(e)
Commodity contracts—other(g)
Commodity contracts—futures(i)

Derivatives not designated as

hedging instruments:

Forward exchange contracts(d)
Commodity contracts—other(g)
Commodity contracts—futures(i)

Total liability derivatives at fair value
total liabilities at fair value

$÷71

$120

$÷71

$120

$÷÷–

$÷11

177

$÷÷–

–

$÷11

177

$242

$÷÷–

$242

$÷÷4

$÷÷–

$÷÷4

$÷11

$253

$444

–

$÷÷–

$191

$÷11

$253

$461

$121

$340

$÷31

$÷÷–

$÷31

–

$111

$÷32

$÷79

$÷÷2

$÷÷–

$÷÷2

$÷65

$176

$637

–

$÷÷3

$÷35

$156

–

$÷62

$141

$481

$–

–

$–

–

$–

–

$–

–

$–

(a) Financial assets are classified on our balance sheet within other assets, with the exception of
short-term investments. Financial liabilities are classified on our balance sheet within other
current liabilities and other liabilities.
(b) Based on the price of common stock.
(c) Based on price changes in index funds used to manage a portion of market risk arising from

our deferred compensation liability.

(d) Based on observable market transactions of spot and forward rates.
(e) Based on LIBOR and recently reported transactions in the marketplace.
(f) Based primarily on the price of our common stock.
(g) Based on recently reported transactions in the marketplace, primarily swap arrangements.
(h) Based on the fair value of investments corresponding to employees’ investment elections.
(i) Based on average prices on futures exchanges.

PepsiCo, Inc. 2009 Annual Report

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The effective portion of the pre-tax (gains)/losses on our
derivative instruments are categorized in the tables below.

2009

Losses/(Gains)
Recognized in
Accumulated
Other
Comprehensive
Loss

(Gains)/Losses
Reclassified from
Accumulated
Other
Comprehensive
Loss into Income
Statement

(Gains)/Losses
Recognized
in Income
Statement

Fair Value/Non-

designated Hedges

Forward exchange

contracts(a)

Interest rate derivatives(b)
Prepaid forward contracts(a)
Commodity contracts(a)

Total

Cash Flow Hedges
Forward exchange

contracts(c)

Commodity contracts(c)
Interest rate derivatives(b)

Total

$÷(29)

206

(5)

(274)

$(102)

$÷75

(1)

$106

$(64)

–

$«26

(a) Included in corporate unallocated expenses.
(b) Included in interest expense in our income statement.
(c) Included in cost of sales in our income statement.

The fair values of our financial assets and liabilities as of

December 27, 2008 are categorized as follows:

Assets(a)
Available-for-sale securities(b)
Short-term investments—index funds(c)
Forward exchange contracts(d)
Interest rate derivatives(e)
Prepaid forward contracts(f)

2008

Total

Level 1

Level 2

Level 3

$÷41

$÷÷–

$–

139

372

–

139

372

Total assets at fair value

$691

$139

$552

Liabilities(a)
Forward exchange contracts(d)
Commodity contracts—other(g)
Commodity contracts—futures(i)
Deferred compensation(h)

$÷56

$÷÷–

345

115

447

–

115

Total liabilities at fair value

$963

$214

$÷56

345

–

348

$749

–

$–

–

$–

The carrying amounts of our cash and cash equivalents and
short-term investments approximate fair value due to the short-term
maturity. Short-term investments consist principally of short-term
time deposits and index funds of $120 million as of December 26,
2009 and $98 million as of December 27, 2008 used to manage a
portion of market risk arising from our deferred compensation liability.
The fair value of our debt obligations as of December 26, 2009 and
December 27, 2008 was $8.6 billion and $8.8 billion, respectively,
based upon prices of similar instruments in the marketplace.
The preceding table excludes guarantees, including our
guarantee aggregating $2.3 billion of Bottling Group, LLC’s
long-term debt. The guarantee had a fair value of $20 million as of
December 26, 2009 and $117 million as of December 27, 2008
based on our estimate of the cost to us of transferring the liability
to an independent financial institution. See Note 9 for additional
information on our guarantees.

Note 11 Net Income Attributable to PepsiCo per

Common Share

Basic net income attributable to PepsiCo per common share is net
income available for PepsiCo common shareholders divided by
the weighted average of common shares outstanding during the
period. Diluted net income attributable to PepsiCo per common
share is calculated using the weighted average of common shares
outstanding 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 39.0 million shares in 2009, 9.8 million shares in 2008
and 2.7 million shares in 2007 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 $61.52 in 2009, $67.59 in 2008 and $65.18 in 2007.

our deferred compensation liability.

88045_pepsico-09ar_64-86_R1.indd 83

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PepsiCo, Inc. 2009 Annual Report

Notes to Consolidated Financial Statements

The computations of basic and diluted net income attributable to PepsiCo per common share are as follows:

Net income attributable to PepsiCo
Preferred shares:

Dividends
Redemption premium

Net income available for PepsiCo common shareholders

Basic net income attributable to PepsiCo per common share

Net income available for PepsiCo common shareholders
Dilutive securities:

Stock options and RSUs
ESOP convertible preferred stock

Diluted

Diluted net income attributable to PepsiCo per common share

(a) Weighted-average common shares outstanding.

Note 12 Preferred Stock

2009

Shares(a)

1,558

1,577

Income

$5,946

(1)

(5)

$5,940

$÷3.81

$5,940

–

$5,946

$÷3.77

Income

$5,142

(2)

(6)

$5,134

$÷3.26

$5,134

–

$5,142

$÷3.21

2008

Shares(a)

1,573

1,602

2007

Shares(a)

1,621

1,658

Income

$5,658

(2)

(10)

$5,646

$÷3.48

$5,646

$5,658

$÷3.41

As of December 26, 2009 and December 27, 2008, 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 2009 and 2008, there were 803,953 preferred shares
issued and 243,553 and 266,253 shares outstanding, respectively. The outstanding preferred shares had a fair value of $73 million as of
December 26, 2009 and $72 million as of December 27, 2008. 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 final award to its ESOP plan in June 2001.

Preferred stock

Repurchased preferred stock
Balance, beginning of year

Redemptions

Balance, end of year

2009

0.8

0.5

0.1

0.6

Amount

$÷41

$138

$145

2008

0.8

0.5

–

0.5

Amount

$÷41

$132

$138

2007

0.8

Amount

$÷41

0.5

–

0.5

$120

$132

PepsiCo, Inc. 2009 Annual Report

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Note 13 Accumulated Other Comprehensive
Loss Attributable to PepsiCo

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) attributable to PepsiCo was $900 million in 2009,
$(3,793) million in 2008 and $1,294 million in 2007. The accumu-
lated balances for each component of other comprehensive loss
attributable to PepsiCo were as follows:

Currency translation adjustment
Cash flow hedges, net of tax(a)
Unamortized pension and retiree

medical, net of tax(b)

Unrealized gain on securities, net of tax
Other

Accumulated other comprehensive

loss attributable to PepsiCo

2009

2008

2007

$(1,471)

$(2,271)

$÷÷213

(42)

(14)

(35)

(2,328)

(2,435)

(1,183)

–

(2)

$(3,794)

$(4,694)

$÷«(952)

(a) Includes $23 million after-tax gain in 2009, $17 million after-tax loss in 2008 and $3 million
after-tax gain in 2007 for our share of our equity investees’ accumulated derivative activity.
(b) Net of taxes of $1,211 million in 2009, $1,288 million in 2008 and $645 million in 2007. Includes

$51 million decrease to the opening balance of accumulated other comprehensive loss
attributable to PepsiCo in 2008 due to the change in measurement date. See Note 7.

Note 14 Supplemental Financial Information

Accounts receivable
Trade receivables
Other receivables

Allowance, beginning of year

Net amounts charged to expense
Deductions (a)
Other (b)

Allowance, end of year

Net receivables

Inventories (c)
Raw materials
Work-in-process
Finished goods

2009

2008

2007

$4,026

$3,784

688

4,714

969

4,753

(21)

(16)

(4)

$64

(7)

$69

$4,624

$4,683

$1,274

$1,228

165

1,179

169

1,125

$2,618

$2,522

(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 10% in 2009 and
11% in 2008 of the inventory cost was computed using the LIFO method. The differences
between LIFO and FIFO methods of valuing these inventories were not material.

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

2009

2008

$÷«118

$÷«115

182

143

458

219

1,594

702

$÷«965

$2,658

$2,881

$2,846

1,656

1,291

706

1,593

1,574

1,269

660

1,924

$8,127

$8,273

Other supplemental information
Rent expense
Interest paid
Income taxes paid, net of refunds
Acquisitions(a)

Fair value of assets acquired
Cash paid

2009

2008

2007

$÷«412

$÷«456

$1,498

$÷«851

(466)

$÷÷357

$÷÷359

$«1,477

$«2,907

(1,925)

$÷÷303

$÷÷251

$«1,731

$«1,611

(1,320)

Liabilities and noncontrolling interests

assumed

$÷«385

$÷÷982

$÷÷291

(a) During 2008, together with PBG, we jointly acquired Lebedyansky, for a total purchase price of

$1.8 billion. Lebedyansky is owned 25% and 75% by PBG and us, respectively.

88045_pepsico-09ar_64-86_R1.indd 85

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PepsiCo, Inc. 2009 Annual Report

Notes to Consolidated Financial Statements

Note 15 Acquisition of Common Stock of

PBG and PAS

On August 3, 2009, we entered into the PBG Merger Agreement
and the PAS Merger Agreement.

The PBG Merger Agreement provides that, upon the terms and
subject to the conditions set forth in the PBG Merger Agreement,
PBG will be merged with and into Metro (the PBG Merger), with
Metro continuing as the surviving corporation and our wholly
owned subsidiary. At the effective time of the PBG Merger, each
share of PBG common stock outstanding immediately prior to
the effective time not held by us or any of our subsidiaries will
be converted into the right to receive either 0.6432 of a share of
PepsiCo common stock or, at the election of the holder, $36.50
in cash, without interest, and in each case subject to proration
procedures which provide that we will pay cash for a number of
shares equal to 50% of the PBG common stock outstanding
immediately prior to the effective time of the PBG Merger not
held by us or any of our subsidiaries and issue shares of PepsiCo
common stock for the remaining 50% of such shares. Each share
of PBG common stock held by PBG as treasury stock, held by us or
held by Metro, and each share of PBG Class B common stock held
by us or Metro, in each case immediately prior to the effective time
of the PBG Merger, will be canceled, and no payment will be made
with respect thereto. Each share of PBG common stock and PBG
Class B common stock owned by any subsidiary of ours other than
Metro immediately prior to the effective time of the PBG Merger
will automatically be converted into the right to receive 0.6432 of
a share of PepsiCo common stock.

The PAS Merger Agreement provides that, upon the terms and
subject to the conditions set forth in the PAS Merger Agreement,
PAS will be merged with and into Metro (the PAS Merger, and
together with the PBG Merger, the Mergers), with Metro continuing
as the surviving corporation and our wholly owned subsidiary. At
the effective time of the PAS Merger, each share of PAS common
stock outstanding immediately prior to the effective time not held
by us or any of our subsidiaries will be converted into the right to

receive either 0.5022 of a share of PepsiCo common stock or, at the
election of the holder, $28.50 in cash, without interest, and in each
case subject to proration procedures which provide that we will
pay cash for a number of shares equal to 50% of the PAS common
stock outstanding immediately prior to the effective time of the
PAS Merger not held by us or any of our subsidiaries and issue shares
of PepsiCo common stock for the remaining 50% of such shares.
Each share of PAS common stock held by PAS as treasury stock,
held by us or held by Metro, in each case, immediately prior to the
effective time of the PAS Merger, will be canceled, and no payment
will be made with respect thereto. Each share of PAS common stock
owned by any subsidiary of ours other than Metro immediately
prior to the effective time of the PAS Merger will automatically be
converted into the right to receive 0.5022 of a share of PepsiCo
common stock.

On February 17, 2010, the stockholders of PBG and PAS

We currently plan that at the closing of the Mergers we will
form a new operating unit. This new operating unit will comprise
all current PBG and PAS operations in the United States, Canada
and Mexico, and will account for about three-quarters of the
volume of PepsiCo’s North American bottling system, with
independent franchisees accounting for most of the rest. This
new operating unit will be included within the PAB business unit.
Current PBG and PAS operations in Europe, including Russia, will be
managed by the Europe division when the Mergers are completed.

PepsiCo, Inc. 2009 Annual Report

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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 sustained 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 financial statements. The Audit
Committee of the Board of Directors has engaged independent
registered public accounting firm, KPMG LLP, to audit our consoli-
dated financial statements, and they have expressed an unqualified
opinion.

We are committed to providing timely, accurate and under-
standable information to investors. Our commitment encompasses
the following:

Maintaining strong controls over financial 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 reason-
able assurance that transactions are executed as authorized and
accurately recorded; that assets are safeguarded; and that account-
ing records are sufficiently reliable to permit the preparation of
financial 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 specified time periods. We monitor these
internal controls through self-assessments and an ongoing
program of internal audits. Our internal controls are reinforced
through our 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
financial discipline in our strategic and daily business decisions.
Our Executive Committee is actively involved—from understanding
strategies and alternatives to reviewing key initiatives and financial

performance. The intent is to ensure we remain objective in our
assessments, constructively challenge our approach to potential
business opportunities and issues, and monitor results and controls.

Engaging strong and 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 financial literacy, knowledge and experience to
provide appropriate oversight. We review our critical accounting
policies, financial reporting and internal control matters with them
and encourage their direct communication with KPMG LLP, with
our General Auditor, and with our General Counsel. We also have a
Compliance Department to coordinate our compliance policies
and practices.

Providing investors with financial results that are complete,
transparent and understandable. The consolidated financial
statements and financial information included in this report are the
responsibility of management. This includes preparing the financial
statements in accordance with accounting principles generally
accepted in the U.S., which require estimates based on manage-
ment’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 financial results are delivered from that culture
of accountability, and we take responsibility for the quality and
accuracy of our financial reporting.

Peter A. Bridgman
Senior Vice President and Controller

Richard Goodman
Chief Financial Officer

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

PepsiCo, Inc. 2009 Annual Report

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Management’s Report on Internal Control Over Financial Reporting

To Our Shareholders:

Our management is responsible for establishing and maintaining
adequate internal control over financial reporting, as such term is
defined in Rule 13a-15(f) of the Exchange Act. Under the supervi-
sion and with the participation of our management, including our
Chief Executive Officer and Chief Financial Officer, we conducted
an evaluation of the effectiveness of our internal control over
financial reporting 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 financial reporting is effective as of December 26, 2009.

KPMG LLP, an independent registered public accounting firm,
has audited the consolidated financial statements included in this
Annual Report on Form 10-K and, as part of their audit, has issued
their report, included herein, on the effectiveness of our internal
control over financial reporting.

During our fourth fiscal quarter of 2009, we continued
migrating certain of our financial processing systems to SAP
software. This software implementation is part of our ongoing
global business transformation initiative, 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 implementation and resulting business process

changes, we continue to enhance the design and documentation
of our internal control processes to ensure suitable controls over
our financial reporting.

Except as described above, there were no changes in our
internal control over financial reporting during our fourth fiscal
quarter of 2009 that have materially affected, or are reasonably
likely to materially affect, our internal control over financial reporting.

Peter A. Bridgman
Senior Vice President and Controller

Richard Goodman
Chief Financial Officer

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

PepsiCo, Inc. 2009 Annual Report

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Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders
PepsiCo, Inc.:

We have audited the accompanying Consolidated Balance Sheets
of PepsiCo, Inc. and subsidiaries (“PepsiCo, Inc.” or “the Company”)
as of December 26, 2009 and December 27, 2008, and the related
Consolidated Statements of Income, Cash Flows and Equity for each
of the fiscal years in the three-year period ended December 26, 2009.
We also have audited PepsiCo, Inc.’s internal control over financial
reporting as of December 26, 2009, 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
financial statements, for maintaining effective internal control over
financial reporting, and for its assessment of the effectiveness of
internal control over financial reporting, included in the accompa-
nying Management’s Report on Internal Control over Financial
Reporting. Our responsibility is to express an opinion on these
consolidated financial statements and an opinion on the Company’s
internal control over financial 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 financial statements are
free of material misstatement and whether effective internal control
over financial reporting was maintained in all material respects. Our
audits of the consolidated financial statements included examining,
on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used
and significant estimates made by management, and evaluating the
overall financial statement presentation. Our audit of internal control
over financial reporting included obtaining an understanding of
internal control over financial reporting, assessing the risk that a
material 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.

of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted
accounting principles. A company’s internal control over financial
reporting includes those policies and procedures that (1) pertain to
the maintenance of records that, in reasonable detail, accurately
and fairly reflect the transactions and dispositions of the assets of
the company; (2) provide reasonable assurance that transactions
are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of manage-
ment and directors of the company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthor-
ized acquisition, use, or disposition of the company’s assets that
could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial

reporting may not prevent or detect misstatements. Also, projec-
tions 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 compliance with the
policies or procedures may deteriorate.

In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the financial position of
PepsiCo, Inc. as of December 26, 2009 and December 27, 2008, and the
results of its operations and its cash flows for each of the fiscal years
in the three-year period ended December 26, 2009, in conformity
with U.S. generally accepted accounting principles. Also in our opinion,
PepsiCo, Inc. maintained, in all material respects, effective internal
control over financial reporting as of December 26, 2009, based on
criteria established in Internal Control—Integrated Framework issued
by COSO.

As discussed in Note 2 to the consolidated financial statements,

the Company changed its method of accounting for business
combinations and noncontrolling interests in 2009.

A company’s internal control over financial reporting is a process

designed to provide reasonable assurance regarding the reliability

New York, New York
February 22, 2010

88045_pepsico-09ar_87-92_R1.indd 89

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PepsiCo, Inc. 2009 Annual Report

Selected Financial Data
(in millions except per share amounts, unaudited)

Quarterly
Net revenue
2009
2008

Gross profit
2009
2008

Restructuring and

impairment charges (a)

2009
2008

Mark-to-market net impact (b)
2009
2008

PepsiCo portion of PBG
restructuring and
impairment charge(c)

2008

PBG/PAS merger costs(d)
2009

Net income attributable to

PepsiCo

2009
2008

Net income attributable

to PepsiCo per common
share—basic

2009
2008

Net income attributable

to PepsiCo per common
share—diluted

2009
2008

Cash dividends declared

per common share

2009
2008

2009 stock price per share (e)
High
Low
Close

2008 stock price per share (e)
High
Low
Close

First
Quarter

Second
Quarter

Third
Quarter

Fourth
Quarter

$8,263

$10,592

$11,080

$13,297

Five-Year Summary
Net revenue
Net income attributable to PepsiCo
Net income attributable to PepsiCo per

2009

$43,232

$÷5,946

2008

$43,251

$÷5,142

2007

$39,474

$÷5,658

$8,333

$10,945

$11,244

$12,729

common share − basic

$÷÷3.81

$÷÷3.26

$÷÷3.48

$÷÷3.77

$÷÷3.21

$÷÷3.41

$4,519

$÷5,711

$÷5,899

$÷7,004

$4,499

$÷5,867

$÷5,976

$÷6,558

$÷÷«25

$÷÷÷«11

–

$÷÷«543

$÷÷(62)

$÷÷(100)

$÷÷÷«(29)

$÷÷÷(83)

$÷÷÷«4

$÷÷÷(61)

$÷÷«176

$÷÷«227

Net income attributable to PepsiCo per

common share − diluted

Cash dividends declared per common

share
Total assets
Long-term debt
Return on invested capital(a)

$÷1.775

$39,848

$÷7,400

27.2%

Five-Year Summary (continued)
Net revenue
Net income attributable to PepsiCo
Net income attributable to PepsiCo per common

share − basic

–

$÷÷÷÷«9

$÷÷÷«52

–

$÷÷«138

Net income attributable to PepsiCo per common

share − diluted

Cash dividends declared per common share
Total assets
Long-term debt
Return on invested capital(a)

$1,135

$÷1,660

$÷1,717

$÷1,434

$1,148

$÷1,699

$÷1,576

$÷÷«719

$÷÷1.65

$35,994

$÷7,858

25.5%

2006

$35,137

$÷5,642

$÷1.425

$34,628

$÷4,203

28.9%

2005

$32,562

$÷4,078

$÷÷3.42

$÷÷2.43

$÷÷3.34

$÷÷1.16

$29,930

$÷2,550

30.4%

$÷÷2.39

$÷÷1.01

$31,727

$÷2,313

22.7%

(a) Return on invested capital is defined as adjusted net income attributable to PepsiCo divided
by the sum of average common shareholders’ equity and average total debt. Adjusted net
income attributable to PepsiCo is defined as net income attributable to PepsiCo plus net
interest expense after-tax. Net interest expense after-tax was $211 million in 2009, $184
million in 2008, $63 million in 2007, $72 million in 2006 and $62 million in 2005.

$÷0.73

$÷÷1.06

$÷÷1.10

$÷÷0.92

$÷0.72

$÷÷1.07

$÷÷1.01

$÷÷0.46

• Includes restructuring and impairment charges of:

$÷0.72

$÷÷1.06

$÷÷1.09

$÷÷0.90

$÷0.70

$÷÷1.05

$÷÷0.99

$÷÷0.46

Pre-tax
After-tax
Per share

2009

$÷«36

$÷«29

$0.02

2008

$«543

$«408

$0.25

• Includes mark-to-market net (income)/expense of:

$0.425

$÷÷0.45

$0.375

$÷0.425

$56.93

$÷56.95

$÷59.64

$÷64.48

Pre-tax
After-tax
Per share

2009

$«(274)

$«(173)

$(0.11)

2007

$«102

$÷«70

$0.04

2008

$«346

$«223

$0.14

2006

$÷«67

$÷«43

$0.03

2007

$÷«(19)

$÷«(12)

$(0.01)

2005

$÷«83

$÷«55

$0.03

2006

$÷«18

$÷«12

$0.01

$43.78

$÷47.50

$÷52.11

$÷57.33

• In 2009, we recognized $50 million of costs associated with the proposed

mergers with PBG and PAS, as well as an additional $11 million of costs in bottling
equity income representing our share of the respective merger costs of PBG and
PAS. In total, these costs had an after-tax impact of $44 million or $0.03 per share.
• In 2008, we recognized $138 million ($114 million after-tax or $0.07 per share) of

our share of PBG’s restructuring and impairment charges.

• 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 American Job Creation Act of 2004.

• On December 30, 2006, we adopted guidance from the FASB on accounting
for pension and other postretirement benefits which reduced total assets by
$2,016 million, total common shareholders’ equity by $1,643 million and total
liabilities by $373 million.

• 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 attributable to PepsiCo by an estimated $57 million
($0.03 per share).

$50.02

$÷53.65

$÷57.54

$÷60.96

$79.79

$÷72.35

$÷70.83

$÷75.25

$66.30

$÷64.69

$÷63.28

$÷49.74

$71.19

$÷67.54

$÷68.92

$÷54.56

(a) The restructuring and impairment charge in 2009 was $36 million ($29 million after-tax or
$0.02 per share). The restructuring and impairment charge in 2008 was $543 million
($408 million after-tax or $0.25 per share). See Note 3.

(b) In 2009, we recognized $274 million ($173 million after-tax or $0.11 per share) of mark-to-
market net gains on commodity hedges in corporate unallocated expenses. In 2008, we
recognized $346 million ($223 million after-tax or $0.14 per share) of mark-to-market net
losses on commodity hedges in corporate unallocated expenses.

(c) In 2008, we recognized a non-cash charge of $138 million ($114 million after-tax or $0.07 per
share) included in bottling equity income as part of recording our share of PBG’s financial
results.

(d) In 2009, we recognized $50 million of costs associated with the proposed mergers with PBG
and PAS, as well as an additional $11 million of costs in bottling equity income representing
our share of the respective merger costs of PBG and PAS. In total, these costs had an after-tax
impact of $44 million or $0.03 per share.

(e) Represents the composite high and low sales price and quarterly closing prices for one share

of PepsiCo common stock.

PepsiCo, Inc. 2009 Annual Report

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Reconciliation of GAAP and Non-GAAP Information

Net Revenue Growth Reconciliation

Reported Net Revenue Growth
Foreign Currency Translation

Net Revenue Growth, on a constant currency basis

Operating Profit Reconciliation

2009

–%

Total PepsiCo Reported Operating Profit
Mark-to-Market Net (Gains)/Losses

on Commodity Hedges

Restructuring and Impairment Charges
PBG/PAS Merger Costs

Total Operating Profit Excluding

above Items

Other Corporate Unallocated

PepsiCo Total Division Operating Profit

Excluding above Items

Foreign Currency Translation

PepsiCo Total Division Operating Profit
Growth Excluding above Items, on a
constant currency basis

* Does not sum due to rounding

2009

$8,044

2008

$6,959

Growth

16%

(274)

7,856

791

346

543

–

7,848

651

$8,647

$8,499

–%

Net Income Attributable to PepsiCo Reconciliation

Reported Net Income Attributable to

PepsiCo

Mark-to-Market Net (Gains)/Losses on

Commodity Hedges

Restructuring and Impairment Charges
PBG’s Restructuring and Impairment

Charges

PBG/PAS Merger Costs

Net Income Attributable to PepsiCo

Excluding above Items

2009

2008

Growth

$5,946

$5,142

16%

(173)

–

223

408

114

–

$5,846

$5,887

(1)%

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 with how manage-
ment evaluates our operational results and trends. Specifically,
investors should consider the following:
• Our 2009 net revenue growth on a constant currency basis;
• Our 2009 and 2008 division operating profit and total operating
profit excluding the impact of restructuring and impairment
charges and costs associated with our mergers with PBG and
PAS, and with respect to our total operating profit, also
excluding the mark-to-market net impact of commodity hedges;
our 2009 division operating profit growth excluding the impact
of the aforementioned items, as well as on a constant currency
basis; and our 2009 total operating profit growth excluding the
impact of the aforementioned items;

• Our 2009 net income attributable to PepsiCo and diluted
EPS excluding the impact of mark-to-market net gains on
commodity hedges, restructuring and impairment charges and
costs associated with our mergers with PBG and PAS; our 2008
net income attributable to PepsiCo and diluted EPS excluding
the impact of mark-to-market net losses on commodity hedges,
restructuring and impairment charges and our share of PBG’s
restructuring and impairment charges; our 2009 growth in net
income attributable to PepsiCo excluding the aforementioned
items; our 2009 diluted EPS growth excluding the impact of the
aforementioned items, as well as on a constant currency basis;
and our 2007 diluted EPS excluding the impact of mark-to-
market net gains on commodity hedges, restructuring and
impairment charges and certain tax benefits;

• Our 2009 return on invested capital (ROIC) excluding the

mark-to-market net impact of commodity hedges, restructuring
and impairment charges, our share of PBG’s restructuring and
impairment charges and costs associated with our mergers
with PBG and PAS; and

• Our 2009 management operating cash flow growth, excluding

the impact of a discretionary pension contribution, cash
payments for PBG and PAS merger costs and restructuring-
related cash payments.

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PepsiCo, Inc. 2009 Annual Report

*
Diluted EPS Reconciliation

ROIC Reconciliation*

Reported Diluted EPS
Mark-to-Market Net (Gains)/

2009

$3.77

2008

$3.21

2009
Growth

17%

Losses on Commodity Hedges

(0.11)

Restructuring and Impairment

Charges

PBG’s Restructuring and
Impairment Charges
PBG/PAS Merger Costs
Tax Benefits

Diluted EPS Excluding above

Items

Foreign Currency Translation

Diluted EPS Excluding above

Items, on a constant currency
basis

* Does not sum due to rounding

0.14

0.25

0.07

–

0.02

–

0.03

–

$3.71

$3.68*

2007

$3.41

(0.01)

0.04

–

(0.08)

$3.37*

Reported ROIC
Mark-to-Market Net Impact of Commodity Hedges

ROIC Excluding above Item

* All reconciling items to reported ROIC, other than the mark-to-market net impact of

commodity hedges, round to zero.

2009

27%

(1)

26%

Net Cash Provided by Operating Activities
Reconciliation (in billions)

Net Cash Provided by Operating

Activities

Capital Spending
Sales of Property, Plant and Equipment

Management Operating Cash Flow
Discretionary Pension Contribution

(After-Tax)

Restructuring Payments (After-Tax)
PBG/PAS Merger Cost Payments

Management Operating Cash Flow

Excluding above Items

* Does not sum due to rounding

2009

2008

Growth

(3)%

$6.8

(2.1)

0.1

4.7*

0.6

0.2

0.0

$7.0

(2.4)

0.1

4.7

–

0.2

–

$5.6*

$4.8*

16%

PepsiCo, Inc. 2009 Annual Report

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Glossary

Acquisitions: reflect all mergers and acquisitions activity,
including the impact of acquisitions, divestitures and changes in
ownership or control in consolidated subsidiaries. The impact of
acquisitions related to our non-consolidated equity investees is
reflected in our volume and, excluding our anchor bottlers, in our
operating profit.

Anchor bottlers: The Pepsi Bottling Group (PBG), PepsiAmericas
(PAS) and Pepsi Bottling Ventures (PBV).

Bottlers: 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, such as futures, swaps,
Treasury locks, options and forward contracts, 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.

Hedge accounting: treatment for qualifying hedges that allows
fluctuations in a hedging instrument’s fair value to offset corre-
sponding fluctuations in the hedged item in the same reporting
period. Hedge accounting is allowed only in cases where the
hedging relationship between the hedging instruments and
hedged items is highly effective, and only prospectively from the
date a hedging relationship is formally documented.

Management operating cash flow: 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.

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

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.

Transaction gains and losses: the impact on our consolidated
financial statements of exchange rate changes arising from specific
transactions.

Translation adjustment: the impact of converting our foreign
affiliates’ financial statements into U.S. dollars for the purpose of
consolidating our financial statements.

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PepsiCo, Inc. 2009 Annual Report

PepsiCo Board of Directors

Ray L. Hunt, Indra K. Nooyi, James J. Schiro, Daniel Vasella

Shona L. Brown

Senior Vice President,

Business Operations,

Google Inc.

44. Elected 2009.

Arthur C. Martinez

Former Chairman of the Board,

President and Chief Executive Officer,

Sears, Roebuck and Co.

70. Elected 1999.

Ian M. Cook

Indra K. Nooyi

Chairman of the Board,

Chairman of the Board

President and Chief Executive Officer,

and Chief Executive Officer,

Colgate-Palmolive Company

57. Elected 2008.

PepsiCo, Inc.

54. Elected 2001.

Dina Dublon

Sharon Percy Rockefeller*

Consultant, Former Executive Vice

President and Chief Executive Officer,

President and Chief Financial Officer,

WETA Public Stations

JPMorgan Chase & Co.

56. Elected 2005.

65. Elected 1986.

James J. Schiro

Victor J. Dzau, M.D.

Former Chief Executive Officer,

Chancellor for Health Affairs,

Zurich Financial Services

Duke University and

64. Elected 2003.

President and Chief Executive Officer,

Duke University Health Systems

64. Elected 2005.

Ray L. Hunt

Chairman and Chief Executive Officer,

Lloyd G. Trotter

Managing Partner,

GenNx360 Capital Partners

64. Elected 2008.

Alberto Ibargüen, Lloyd G. Trotter, Shona L. Brown, Ian M. Cook

Hunt Oil Company and

Daniel Vasella

Chairman of the Board, President

Chairman of the Board

and Chief Executive Officer,

and Former Chief Executive Officer,

Hunt Consolidated, Inc.

66. Elected 1996.

Novartis AG

56. Elected 2002.

Alberto Ibargüen

President and Chief Executive Officer,

John S. and James L. Knight Foundation

66. Elected 2005.

Sharon Percy Rockefeller, Victor J. Dzau, Arthur C. Martinez, Dina Dublon

* Presiding Director

List includes PepsiCo directors as of
December 31, 2009 and references age
and year elected as a PepsiCo director.

PepsiCo, Inc. 2009 Annual Report

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PepsiCo Leadership

Our global leadership team is focused on long-term strategies
to deliver sustainable growth for our shareholders, consistent
with Performance with Purpose.

Eric J. Foss, Zein Abdalla, Saad Abdul-Latif, Indra K. Nooyi, John C. Compton, Massimo F. d’Amore

PepsiCo Executive Officers*

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

Zein Abdalla
Chief Executive Officer,
PepsiCo Europe

Saad Abdul-Latif
Chief Executive Officer,
PepsiCo Asia, Middle East, Africa

Peter A. Bridgman
Senior Vice President and Controller,
PepsiCo

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

John C. Compton
Chief Executive Officer,
PepsiCo Americas Foods

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

Eric J. Foss
Chief Executive Officer,
Pepsi Beverages Company

Richard Goodman
Chief Financial Officer,
PepsiCo

Hugh Johnston
Executive Vice President,
PepsiCo Global Operations

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

Cynthia M. Trudell
Senior Vice President and
Chief Personnel Officer,
PepsiCo

Donald M. Kendall
Co-founder of PepsiCo

* PepsiCo Executive Officers subject to Section 16
of the Securities and Exchange Act of 1934.

PepsiCo, Inc. 2009 Annual Report

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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 12, 2010, there were approximately
174,200 shareholders of record.

dividEnd Policy
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 5, June 4, September 3 and
December 3, 2010. 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, 2004
was worth about $1,307 on December 31, 2009,
assuming the reinvestment of dividends into PepsiCo
stock. This performance represents a compounded
annual growth rate of 5.5%.

caSh dividEndS dEclarEd
Per share (in $)

1.775

1.65

1.425

1.16

1.01

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 2005–2009.
Past performance is not necessarily indicative of future
returns on investments in PepsiCo common stock.

yEar-End markEt PricE of Stock
Based on calendar year-end (in $)
80

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 5, 2010, 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.

Pepsico, inc. 2009 annual report

inquiriES rEgarding your Stock holdingS
Registered Shareholders (shares held by you in your
name) should address communications concerning
transfers, statements, dividend payments, address
changes, lost certificates and other administrative
matters to:

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

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 (associates with
SharePower Options) should address all questions
regarding your account, outstanding options or
shares received through option exercises to:

Merrill Lynch

1400 Merrill Lynch Drive

MSC 04-3N-SOP

Pennington, NJ 08534
Telephone: 800-637-6713 (U.S., Puerto Rico

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

If using overnight or certified mail send to:

Merrill Lynch

Client Account Services ESOP
1800 Merrill Lynch Drive

MSC 0802

Pennington, NJ 08534

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.

aSSociatE bEnEfit Plan ParticiPantS
PepsiCo 401(K) Plan and PepsiCo Stock Purchase
Program should contact:

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
available 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

PepsiCo Stock Purchase Program—for Canadian
associates:

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

Shareholder Services
buydirEct Plan
Interested investors can make their initial purchase
directly through BNY Mellon Shareowner Services,
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 2010 quarterly earnings releases are
expected to be issued the weeks of April 19, July 19
and October 4, 2010 and February 7, 2011.

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 22,
2010. PepsiCo’s 2008 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 88 of this annual
report. If you have questions regarding PepsiCo’s
financial performance contact:

Lynn A. Tyson
Senior Vice President, Investor Relations
PepsiCo, Inc.
700 Anderson Hill Road
Purchase, NY 10577
Telephone: 914-253-3035
E-mail: investor@pepsico.com

indEPEndEnt auditorS

KPMG LLP
345 Park Avenue
New York, NY 10154-1002
Telephone: 212-758-9700

corPoratE hEadquartErS

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

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. All other trademarks featured
herein are the property of their respective owners.

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PerF ormance

Human SuStainability

To all our investors…

It’s a promise to strive to deliver superior,
sustainable financial performance.*

Our GOals and COmmitments

toP line:

• Grow international revenues at two times real global GdP growth rate.
• Grow savory snack and liquid refreshment beverage market share in the

top 20 markets.

• Sustain or improve brand equity scores for Pepsico’s 19 billion-dollar

brands in top 10 markets.

• rank among the top two suppliers in customer (retail partner) surveys

where third-party measures exist.

bottom line:

• continue to expand division operating margins.
• increase cash flow in proportion to net income growth over three-year

windows.

• deliver total shareholder returns in the top quartile of our industry group.

corPorate Governance and valueS:

• utilize a robust corporate Governance structure to consistently score in

the top quartile of corporate Governance metrics.

• ensure our Pepsico value commitment to deliver sustained growth

through empowered people acting with responsibility and building trust.

To the people of the world…

It’s a promise to encourage people to live healthier by
offering a portfolio of both enjoyable and wholesome
foods and beverages.*

Our GOals and COmmitments

ProductS:
Provide more food and beverage choices made with wholesome ingredients
that contribute to healthier eating and drinking.

• increase the amount of whole grains, fruits, vegetables, nuts, seeds and

low-fat dairy in our global product portfolio.

• reduce the average amount of sodium per serving in key global food

brands by 25 percent.

• reduce the average amount of saturated fat per serving in key global

food brands by 15 percent.

• reduce the average amount of added sugar per serving in key global

beverage brands by 25 percent.

marketPlace:
encourage people to make informed choices and live healthier.

• display calorie count and key nutrients on our food and beverage

packaging by 2012.

• advertise to children under 12 only products that meet our global

science-based nutrition standards.

• eliminate the direct sale of full-sugar soft drinks in primary and secondary

schools around the globe by 2012.

• increase the range of foods and beverages that offer solutions for

managing calories, like portion sizes.

community:
actively work with global and local partners to help address global
nutrition challenges.

• invest in our business and research and development to expand our

offerings of more affordable, nutritionally relevant products for
underserved and lower-income communities.

• expand Pepsico Foundation and Pepsico corporate contribution

initiatives to promote healthier communities, including enhancing
diet and physical activity programs.

• integrate our policies and actions on human health, agriculture and

the environment to make sure that they support each other.

PepsiCo Values

Our commitment:

To deliver SuSTAined GrOWTh
through emPOWered PeOPle
acting with reSPOnSibiliTY
and building TruST

Guiding Principles

We must always strive to:

Contribution Summary

Contribution Summary (in millions)

PepsiCo Foundation

Corporate Contributions

division Contributions

estimated in-Kind donations

Total

2009

$ 27.9

3.0

6.6

39.0

$ 76.5

Environmental Profile

* For more information on our goals and commitments, including a metrics baseline and timeline,

and risks, please visit www.pepsico.com.

* For more information on our goals and commitments, including a metrics baseline and timeline,

and risks, please visit www.pepsico.com.

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Corporate Headquarters, PepsiCo, Inc.
700 Anderson Hill Road
Purchase, NY 10577
www.pepsico.com

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2009 Annual Report

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