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Safe Harbor Statement
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities
or a solicitation of any vote or approval. PepsiCo, Inc. ("PepsiCo) and The Pepsi Bottling Group, Inc.
("PBG") plan to file with the Securities and Exchange Commission ("SEC") a registration statement on Form S-4
containing a proxy statement/prospectus and other documents with respect to the proposed acquisition of PBG
and a definitive proxy statement/prospectus will be mailed to shareholders of PBG. PepsiCo and PepsiAmericas,
Inc.("PAS") plan to file with the SEC a registration statement on Form S-4 containing a proxy
statement/prospectus and other documents with respect to the proposed acquisition of PAS and a definitive
proxy statement/prospectus will be mailed to shareholders of PAS.
INVESTORS AND SECURITY HOLDERS OF PBG AND PAS ARE URGED TO READ THE APPLICABLE PROXY STATEMENT/PROSPECTUS AND
OTHER DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders will be able to obtain free copies of
the registration statements and the proxy statements/prospectuses (when available) and other documents filed
with the SEC by PepsiCo, PBG or PAS through the website maintained by the SEC at http://www.sec.gov. Copies of
the documents filed with the SEC by PepsiCo will be available free of charge on PepsiCo's internet website at
www.pepsico.com or by contacting PepsiCo's Investor Relations Department at 914-253-3035. Copies of the
documents filed with the SEC by PBG will be available free of charge on PBG's internet website at www.pbg.com
or by contacting PBG's Investor Relations Department at 914-767-7216. Copies of the documents filed with the
SEC by PAS will also be available free of charge on PAS's internet website at www.pepsiamericas.com or by
contacting PAS's Investor Relations Department at 612-661-3883.
PBG and its directors, executive officers and certain other employees may be deemed to be participants in the
solicitation of proxies in respect of the proposed acquisitions of PBG. Information regarding PBG's directors
and executive officers is available in its Annual Report on Form 10-K for the year ended December 27, 2008,
which was filed with the SEC on February 20, 2009, and its proxy statement for its 2009 annual meeting of
shareholders, which was filed with the SEC on April 7, 2009. PAS and its directors, executive officers and
certain other employees may be deemed to be participants in the solicitation of proxies in respect of the
proposed acquisitions of PAS. Information regarding PAS�s directors and executive officers is available in its
Annual Report on Form 10-K for the year ended January 3, 2009, which was filed with the SEC on March 4, 2009,
and its proxy statement for its 2009 annual meeting of shareholders, which was filed with the SEC on March 18,
2009. Other information regarding the participants in the proxy solicitations and a description of their
direct and indirect interests, by security holdings or otherwise, will be contained in the proxy
statements/prospectuses and other relevant materials to be filed with the SEC when they become available.
Statements in this communication that are "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 such
forward-looking statements. Such risks and uncertainties include, but are not limited to: PepsiCo's ability to
consummate the acquisitions of PBG and PAS and to achieve the synergies and value creation contemplated by the
proposed acquisitions; PepsiCo's ability to promptly and effectively integrate the businesses of PBG, PAS and
PepsiCo; the timing to consummate the proposed acquisitions and any necessary actions to obtain required
regulatory approvals; the diversion of management time on transaction-related issues; changes in demand for
PepsiCo's products, as a result of shifts in consumer preferences or otherwise; increased costs, disruption of
supply or shortages of raw materials and other supplies; unfavorable economic conditions and increased
volatility in foreign exchange rates; PepsiCo's ability to build and sustain proper information technology
infrastructure, successfully implement its ongoing business process transformation initiative or outsource
certain functions effectively; damage to PepsiCo's reputation; trade consolidation, the loss of any key
customer, or failure to maintain good relationships with PepsiCo's bottling partners, including as a result of
the proposed acquisitions; PepsiCo's ability to hire or retain key employees or a highly skilled and diverse
workforce; changes in the legal and regulatory environment; disruption of PepsiCo's supply chain; unstable
political conditions, civil unrest or other developments and risks in the countries where PepsiCo operates;
and risks that benefits from PepsiCo's Productivity for Growth initiative may not be achieved, may take longer
to achieve than expected or may cost more than currently anticipated.
For additional information on these and other factors that could cause PepsiCo's actual results to materially
differ from those set forth herein, please see PepsiCo's filings with the SEC, including its most recent
annual report on Form 10-K and subsequent reports on Forms 10-Q and 8-K. Investors are cautioned not to place
undue reliance on any such forward-looking statements, which speak only as of the date they are made. All
information in this communication is as of August 4, 2009. PepsiCo undertakes no obligation to update any
forward-looking statements, whether as a result of new information, future events or otherwise.
Please refer to the "Investors" section of PepsiCo's web site at www.pepsico.com under the heading "Financial
News" to find disclosure and a reconciliation of any non-GAAP financial measures contained herein.
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