Filed by PepsiCo, Inc. pursuant
to
Rule 425 of the Securities Act of 1933
and
deemed filed pursuant to Rule 14a-12 of
the
Securities Exchange Act of
1934
Subject Companies: The Pepsi Bottling
Group, Inc.
Commission File No.:
001-14893
and
PepsiAmericas, Inc.
Commission File No.:
001-15019
The
Pepsi Bottling Group, Inc.
Transcript
of Employee Town Hall Webcast on August 11, 2009
Archived
for Replay as of August 19, 2009
Operator: Ladies
and gentlemen, please welcome Eric Foss.
Eric Foss: Well,
thank you and good morning everybody. Thanks for everyone for joining us today.
I hope you agree it is a beautiful day, not just because it happens to be a
bright sunny summer day here in Somers, but because I think a beautiful day
really describes this company's history and probably even more importantly from
my vantage point the outlook for this new combined company. More about that a
little bit later.
Let me
see a show of hands. How many of you when you walked in the tent this morning
said, "Thank gosh they got air conditioning this time?" Well, I also want to
welcome, in addition to our headquarters team here in Somers, I also want to
welcome our colleagues in the field who are joining us via webcast.
At last
week's Town Hall meeting here in Somers and on conference calls with the field,
I mentioned that we had an invitation to Indra and that she had expressed very
much, how much she wanted the opportunity to speak to each and every one of you.
And fortunately with the help of a great facilities team and technology teams,
we were able to make that happen in a few short days. And I do think we’ve got a
great day planned. I hope you are as excited and energized as I am about the
potential of this new company.
Now
before I bring Indra up, I wanted to take a brief opportunity with everybody at
PBG together to reflect on the significant accomplishments that you've made over
the last 10 years. Before we look to embark on this new journey with PepsiCo and
with Pepsi Americas, I think it's pretty important that we take a moment to
pause and take note of what we are bringing to this combined business and
importantly what we've accomplished.
I also
want to take a moment this morning to share with you why I think this merger is
the right deal at the right time for all of our stakeholders and why I think our
future looks so bright. Indra is then going to come up and share with you her
vision for this integrated beverage system and then we'll follow that with a
question-and-answer session. After the Q&A, Indra and I hope you'll join us
right here in Somers for a barbecue lunch that we have set up in the tent right
behind this one.
So let's
get started. Ten years ago, I think many of us, if not most of us in this room,
had a chance to launch Pepsi Bottling Group as a publicly traded company. We
quickly established our identity, which was grounded in our mission, “We sell
soda.” Well today, while it's a fact that we sell a lot more than soda, I think
that phrase continues to resonate with simplicity, clarity and conviction. Back
then, our rules of the road almost wrote themselves. And those rules really
became our guiding light and helped propel us to success and
growth.
Now to
ensure our success, we really set out to focus on three key stakeholders. First
of all -- our customers -- with a goal of helping them to build their
businesses. Second -- employees -- with an objective of trying to
build their future. And third -- our shareholders -- with a mandate to build
their wealth. And I'm proud to say that's exactly what we did.
Let's
start with the customer. Our relentless focus on selling and service excellence
over the last 10 years that really became anchored in this customer connect
initiative continues to allow us to exceed customer expectations on the things
that matter most to them, things like reducing their out-of-stocks, servicing
them as scheduled, particularly on weekends, and when an issue arises, making
sure we respond and recover. That focus has led to a dramatic 9 point
improvement in customer loyalty. And importantly, we've helped build their
business by helping them grow their category revenues and profits, which was
really only made possible by your never-ending commitment and your never-ending
dedication.
For
employees, over the last 10 years, our focus has really been on creating a great
place to work. And our progress has been anchored along that road by four
guiding principles or what we call our “Rules of the Road.” “Drive local market
success,” “Act now, do it today, get results,” “Set targets, keep score and
win,” and “Respect each other.” And these really did guide us and guide our
culture, which can now best be described as what we call our unquenchable
spirit, which is really PBG's way of saying, "At PBG, we can always do better,"
and better we've done. We've doubled the number of employees. We've
created a far more diverse and inclusive work environment that hopefully allows
everybody here to be themselves. We've introduced award-winning programs like
Healthy Living and Healthy Money. We've created a culture of recognition and
appreciation. And most importantly, we've seen our "employee insight
satisfaction" scores grow each and every year for the past seven
years.
But
perhaps the biggest beneficiary of our outstanding track record of success is
reflected in our shareholders. This [slide] looks at the shareholder value we've
created since the IPO. And you can see, PBG has dramatically outperformed the
consumer staples sector, the S&P 500, the Dow, and our primary competitor by
a wide, wide margin. This story holds true no matter what timeframe you look at,
ten years, which is reflected [on the slide], five years, three years, or one
year. And you should all be very very proud of these accomplishments, which I
think really reflects how much PBG has evolved into a world class
organization.
Now you
can go beyond these three constituents, like our customers, employees, and
shareholders, and scorecard PBG's progress as well. But the score remains the
same. If you look at our financial scorecard, what you'll see is we've doubled
our revenue since 1999, our operating profit has more than doubled, we've
delivered very strong compounded annual growth on EPS at a double-digit rate,
and we've significantly improved operating free cash flow.
Not too bad. What do you
think?
Well, we
aren't the only ones recognizing our progress. Every year, every month, PBG's
success gets validated through some type of award we would receive from our
customers, peers, industry experts, and media. Ten years ago, we started with
three essential ingredients for building a successful company: first, strong
brands; second, a great go-to-market system; and last, but certainly not least,
the best people in the beverage business. And it's really through your tireless
efforts, through your continuous focus on satisfying consumers and customers,
through your never-ending commitment to excellence, through your energy and
enthusiasm day-in and day-out it's really made all this possible. And I want to
congratulate you and more importantly I want to thank you for a great and
phenomenal ten-year run. Congratulations.
So, in
light of all this success, why does this deal make sense, why does this deal
make sense now? Well you are going to get a chance in a minute to hear a lot
more on why this makes sense from Indra, but for me it makes a lot of sense from
a number of different perspectives. Number one, the marketplace continues to
change more dramatically than it ever has in terms of increasing customer
demands, the proliferation and diversification of products that we sell to try
to satisfy a variety of very different and evolving consumer need states, really
sets the table for why this deal makes sense. The best way for this combined
company to go forward and to really focus on unlocking accelerating growth is
also a primary facilitator as to why this deal makes sense now.
The deal
and opportunity for us to now speak through one voice and one face to our
customers, increased speed and flexibility to market to meet those changing
consumer demands and I think importantly, this new combined company will provide
opportunities for our people to grow their careers in a larger organization. I
think ultimately a unified beverage company should really setup the Pepsi
Enterprise for another great ten-year run to exceed customer expectations, beat
the competition, and create growth and shareholder value.
Now
before I bring Indra on stage, I want to close by saying a couple of things.
This is a company with a proven track record of results that looks to satisfy
consumers, create a
great
place to work, and delivered phenomenal shareholder returns. We are a company
that has a very powerful combination of assets, not the least of which is a
strong set of brands, and an effective and efficient route to market. But with
any change, I know there is bound to be questions, there is bound to be some
anxiety, and there is bound to be some form of uncertainty. That is really only
natural. But what this company has in addition to a proven track record, in
addition to a powerful collection of assets, is a very promising future. And to
me great leaders learn from the past, but more importantly they focus on the
future. And that's what I'm going to ask each and every one of you to
do.
Oliver
Wendell Holmes once said, "What lies behind you and what lies ahead of you is
really of very little importance when it's compared to what lies within you."
And I hope you are every bit as excited and energized by the future of what this
new company is going to go do. And in closing, I want to make sure that I extend
my heartfelt thanks for all you've done, and all you continue to do to make PBG
truly a great company. If anything is more important than our great historical
track record, it's the fact that we have a bright, bright future. Thanks for
listening.
Thank
you. And now I would like to introduce someone who I have been fortunate to work
with for many years now. She really is one of the best business leaders in the
world. But not only is she an exceptional corporate leader, she is also an
enlightening and inspiring individual, who is very passionate not just about
business, but about people and improving the world around us. With that, please
join me in extending a huge PBG welcome to PepsiCo's Chairman and CEO, Indra
Nooyi. Indra -- Welcome.
Indra Nooyi: Thank you, Eric,
and good morning, everyone. Now, how many of you
were in the tent when we had the Town Hall here two years ago? So this morning I
woke up and sort of took the temperature outside and when I left the
office, they gave
me a box of tissues and said, "You're going to need it when you get there." So Eric, thank you for
air conditioning this tent, because you thought I looked cool the last time
standing here, I was suffering. I was just trying to
be cool because I
didn't want you to think here is the new PepsiCo CEO, comes here and she is
sweating because she has to talk to PBG -- that's not it, but it's really
wonderful to be here on what is a really historical moment for both our
companies.
And
believe me even before I start my comments, Eric, I just want to tell you that
it was inspiring to hear you recount the last 10 years of PBG, the
accomplishments that PBG has had over the last 10 years is simply remarkable and
you've come a long way and I for one am extremely grateful for what you've done
for the bottling system and what you've done for PepsiCo, because our futures
are so intertwined and not just the performance of the business, don't forget
that we benefit every time you do well. So, I think on behalf of myself, the
management of PepsiCo and the entire board, I just want to say a big thank you
to PBG for running such a great enterprise over the last 10 years.
Now, it's
no secret, all of you know that last week we announced that we had entered into
definitive merger agreements with you, Pepsi Bottling Group, and Pepsi Americas.
Now, I want to put this in context. In terms of size, this is a huge move. It
transforms PepsiCo
from
being the fourth largest food and beverage company in the world to becoming the
second largest food and beverage company in the world. When this transaction is
closed, we will have 285,000 people in PepsiCo, revenues of almost $60 billion
and pre-tax profits approaching $10 billion. Now, once you look at the market
capitalization of the new company, we're going to be bigger than many many
countries of the world, and we're going to have an employee base that's bigger
than many large cities around the world. So, we're going to be a major force
going into the future.
Sounds
very impressive, the numbers are very impressive, but to me, to all of us who
are emotionally vested in this business, this is a lot more than scale or
revenue or rankings, because it's about the place you come to work in everyday.
It's about your relationship with your colleagues and friends, the company you
keep everyday and it's about building on our great heritage.
And part
of that great heritage has been the leadership of PBG and Eric Foss has been a
shining example of that great leadership. He has brought to PBG not just 27
years of Pepsi experience, but a remarkably clear vision. In PepsiCo, we call
Eric the "operator's operator" and across the PepsiCo system if somebody is
called the operator's operator, that is the highest compliment we pay anybody,
and Eric that's what we refer to you as in PBG, which is the highest
compliment.
It's a
powerful combination of understanding local markets, driving for results, but
most importantly, empowering others to get things done. And as we've seen over
the past few years, leaders like Eric and all those who support him, all of you,
can turn a good enterprise into an absolutely great one. And as Eric showed
since 1999, revenues doubled, operating profits have grown even faster, and
there has been over a three-fold increase in the PBG share price. And clearly
this kind of a performance comes from focus, determination, and commitment. But
it also comes from finding new and better ways to do things, taking some risks,
seizing opportunities as they come along -- in other words, being open to
change. And this whole notion of being open to change is what brings me here
today.
With
change comes a range of emotions. I have to say that over the last week or so
the main emotion that I have is excitement. I am excited that this transaction
gives us tremendous opportunities for growth. I am excited about what we can
achieve together. I am excited to take on the red system with even more power
and I'm really excited that this transaction actually takes our combined company
into a whole different new league of play. But I can also imagine that
excitement is not your first emotion. I hope to persuade you this morning that
you should also move from trepidation to excitement if you are in fact in that
trepidation camp. And my goal is to persuade you that the future for all of us
is going to be a simply great one.
Now,
again, if I were in your shoes, there is also a sense of forboding and it's only
natural, because I'd feel that if I were in your shoes. Here, after
all, is a standalone bottling company -- a big proud one -- merging with an even
bigger company from whom it was separated 10 years ago. So, before I convince
you to move from trepidation to
excitement,
we'll try to answer three questions for you. What does this big company PepsiCo
really want to do for this business? What kind of change can I expect? And what
does the CEO, who is standing in front of me have to say about the future of my
company?
I want to
be clear to set your expectations. I'm not going to answer all these questions
completely, but I'm going to tell you how we're going to answer these questions
and when we are going to answer them. So, let me begin where Eric left off and
explain to you why I too believe this is the right move at the right time. I
want to take you into my thinking, and I also want to take you through some of
the next steps. And then, I hope you'll agree with me that this move in fact is
the right thing and very exciting indeed.
The first
thing I'd say is, no acquisition works without being sensitive to all the
cultures involved and no merger works when one party tries to ride roughshod
over the other. I see PBG, PAS and PepsiCo reuniting as one family, which is why
this is a merger, it's not a takeover, it's not an acquisition. We are reuniting
as one family and it's a merger. It's a coming together of three great families
back into one great family.
The close
working relationship that our three companies have enjoyed for the past 10 years
or so I think will bear fruit. Like all families, we know how to get along and
like all families there have been moments of tension. That's natural. But I know
that our relationship is based on great mutual respect, on the understanding
that each part of the family brings skills and values to the table. So as a
beginning, I feel good about the fact that they're all being
reunited.
Let me
now explain from an economic perspective why I think it makes sense for all of
us. And the root of all of this is a very sound business reason. Look at the
best businesses in the world, the ones who succeed in a big way over a long
period of time. It's very clear that they continuously evolve and adapt as the
world changes around them. And all of you well know that in the last two or
three years in particular the operating environment in beverages has changed
dramatically. Retailers are continuing to consolidate, new competitors have
emerged into the market, and non-carbs, which have different economics than
carbonated soft drinks, have become a much bigger force in the marketplace. To
top it all off, we bought Gatorade, which also created its own share of
conflicts in the system.
The
current bottler operating model has served us well for many years, and the great
success of PBG in fact reflects that. But that model was designed for one time
in the evolution of this business and I think that model has run its course. And
that's why we believe this move had to be made, because we need to take our game
to a whole new level. We need to use our scale to increase speed, flexibility
and efficiency in a combination quite unlike the past. We need to bring a wide
variety of products to market faster, not just the high velocity legacy
products, but newer products, more niche products, more health and wellness
products. We need to think about a whole new way of innovating for the beverage
consumer. We need to service retail customers even more efficiently and
effectively and we need to be able to provide great value to consumers by
bundling,
maybe 30, 40, 50 weeks of the year across our beverages and across beverages and
snacks and foods, because that is the overwhelming advantage that PepsiCo brings
to the marketplace.
Most of
you know the numbers. The coincidence of consumption of beverages and snacks is
85% of the time. The coincidence of purchase is only 35%. Just think of the
opportunities we're leaving on the table. But just now think about seamlessly
bundling across snacks and beverages, I think the opportunities are
enormous.
Now, not
all of these tasks are new by any means and we're doing a lot of this bundling
already and we're doing a lot of leveraging the scale already. But I also think
of the words of the ancient philosopher who said, “You never step into the same
river twice.” It looks the same, but it's not. And I think you all
will agree that this stream we're in is flowing very, very rapidly.
If I go
back to 1999, I was the one who was part of the team that spun off the bottlers,
so you can imagine how it felt when we started to think about reconsolidation.
Again, it's like, “What the hell is she doing?” I mean I can tell you
some of the mail I've gotten is quite colorful. They wanted to know whether I
was asleep at the wheel then or now. I hope it's neither. The spinoff
was the right thing at that time, and the coming together of the family is the
right thing at this time. And I must tell you, I've often been told that to make
bold strategic decisions requires courage, but it also requires an ability to
reverse your own self if you believe that circumstances have changed. And when
one started thinking about this, I cannot tell you how many people said, “Indra,
are you sure you want to do this, because I know it's right for the market, but
what would people say about you?” So, I don't care what people say
about me. That's the right thing for the company. It's the right thing for the
business. It's got to transcend the person. And so I think this is about what's
right for the business.
And these
advantages are global. I look at the Power of One opportunities in Russia. I
look at them in East Europe. I was just there last month. I look at the
opportunities in Turkey, Spain and Mexico where we can start really leveraging
the power of our snacks and beverage businesses. And I think the benefits we're
going to unleash are tremendous, but clearly the biggest prize is right here in
North America. And as you know, I mean I see the word play that you guys use so
intelligently here, we've been working so hard to transform our North American
beverage business. In spite of some doubters out there and you will always have
doubters, some real doubters, some employed by the red system, we are making
great progress in all of the brand identity refreshes and new product
introductions across our carbonated and non-carbonated soft drinks.
And now
the coming together of our businesses means that we're going to be in control of
almost 80% of PepsiCo's beverage volume if you include Tropicana and Gatorade.
And this gives us an incredible opportunity over the other system down south.
Think of the benefits. As Eric mentioned, we can now present a unified face to
customers and that puts us in a much better position to provide customized
solutions and tailor bundles for customers very rapidly. All of a sudden, we can
align all steps in the value chain from
innovation
to pricing to manufacturing and go-to-market. And we can redesign the entire
supply chain for advantage to optimize revenue and profitability. And more
importantly, we can also match products to distribution channels, because now
PepsiCo has the ability to leverage both the warehouse and the DSD system and we
don't have to worry about working across two public companies.
Furthermore,
I think we will streamline decision-making across both companies. Eric and I and
the entire PBG team and our beverage team have had a great working relationship.
The time spent in any friction or negotiation between the two companies is time
we can now take and put against the customer. So I think we’ll actually drive
decisions faster and grow the business faster. And I think overall,
consolidating our businesses expands the profit pool by eliminating redundant
costs and creating significant efficiencies across the entire value
chain.
I think
three years from now we're going to look back at this seminal moment and say
that this was the time we took the entire blue system to a totally new level.
And as you can imagine, over the past weeks and months, I've spent every waking
moment thinking about this transaction and what it will do for the whole system.
It's not a decision you take lightly and it's not an obvious decision. The task
was not to fix something that was broken, it was to improve something that
works, and it was do it before the situation became a burning platform. Because
our belief is that if you don't take action before it becomes a burning
platform, when you do take the action when it becomes a burning platform, it's
usually a suboptimal decision. That's why I believe it was the right decision,
and as Eric said, the right decision at the right time. And as one team, we are
all going to build a bigger, better future and I'm very confident of
that.
That's
not to say it's going to be easy because it never is, but we're going to follow
five guiding principles as we proceed.
First, as
three equal partners, we're all going to commit that there are no sacred cows.
We're going to be focused on what's best for the business, keeping the customer
in mind always. But I said as three equal partners: PBG, PAS and PepsiCo are
going to sit down together and make all decisions jointly.
Second,
we're building a transition team representing the best players in all three
businesses. All three businesses have a great deal to offer and we want to make
sure we get the best people working against this transition
project.
Third,
we'll plan appropriately and move quickly in areas that yield the greatest
benefit in the short-term while successfully planning for 2010 and beyond. And
within this context, let me just
give you some peek under the tent as to how we're thinking about the
organization. We're really thinking about two companies; a brand company and an
operating company. In the operating company, the bottling entity is going to
stay as one operating company. The brand company is going to focus on the
consumer and the competitor, and the operating company is going to focus on the
customer and the shopper. Of course they will come together and have a common
coordinating council, but
we want
to make sure that we never sacrifice the operating culture for the brand culture
and keep that healthy tension between the two companies.
Fourth,
as we pursue the Power of One opportunities, we want to make sure that in
pursuit the Power of One, we don't sacrifice these two cultures.
And
fifth, one of our biggest challenges through this whole transition would be --
is to never drop a case.
So those
are the five principles we're going to follow through this whole post-merger
integration process and our goal is to bring the best of everyone to bear on
this process. And I believe if we focus on the fact that our opportunities are
great and the marriage actually makes PepsiCo a true powerhouse, I think we'll
all focus on what the future is going to be rather than sort of feeling bad
about the past, which I think has to happen, but I think the future is so much
brighter than any of us can even imagine today.
Together
we have an incredible opportunity to be the absolute winner in the North
American beverage business. In fact I'd say we have the unique opportunity to
become the preeminent North American food and beverage business, North American
consumer products business, because we're going to be bigger than anybody else,
and the cash flow we generate for retailers is going to be unparalleled by any
other company out there. And I think with your continued support, we will show
the market exactly what the PepsiCo system is made of.
So I
encourage you to look at this transaction with tremendous excitement. I'm not
ordering you. I'm just asking you. I'm begging you. I'm anxious to move through
the whole approval process and announce that we are one company. But in the
meantime, within the allowable legal framework, let's work together to set up a
fantastic 2010.
So stay
tuned. I think this whole beverage business is going to get much more
interesting over the next six months or so. And while the beverage business gets
interesting, I hope we move this needle from trepidation to neutral to
tremendous excitement. And when we get there, we're going to move the system
forward faster.
So let me
close by extending a warm welcome to all of you back to the PepsiCo family, a
family that's been reunited, a family we are all equal members of, and most
importantly a family that has a tremendously bright future. So with that, let me
turn it back to Eric and together we'll take your questions. Thank
you.
Cautionary
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 release 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