PepsiCo Completes Transformative Bottling Acquisitions

By Pepsico, PRNE
Sunday, February 28, 2010

PURCHASE, New York, March 1, 2010 - — Acquisitions create a more flexible, competitive enterprise with
revenues of nearly US$60 billion;

— PepsiCo reiterates previous guidance that it expects to achieve 11
percent to 13 percent core constant currency EPS growth in 2010;

— Company expects to achieve low-double-digit core constant currency EPS
growth in 2011 and 2012;

PepsiCo (NYSE: PEP) announced today that it has completed the US$7.8
strategic acquisitions of its two largest bottlers, The Pepsi
Bottling Group, Inc. and PepsiAmericas, Inc.

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With the completion of the mergers, PepsiCo today is the largest food and
beverage business in North America and the second-largest in the world, with
nearly US$60 billion in annual revenues and approximately 285,000 employees.
It also is the global leader in savory snacks.

"Today marks Day One of the new PepsiCo," said Chairman and CEO Indra
. "Bringing together these three great companies enables us to create
the industry's fastest, most flexible and most efficient food and beverage
system. It will leverage the capabilities of our entire enterprise — what we
call The Power of One — to achieve many years of healthy, profitable growth.

"This investment opens up a broad range of new growth opportunities
around the world, particularly in North America, which accounts for the
majority of our revenues and offers the prospect of significant growth. We
have approximately 115,000 employees in the U.S. alone, and we are committed
to continuing to invest in this critically important market."

PepsiCo reiterated previous guidance that it expects to achieve 11
percent to 13 percent core constant currency EPS growth in 2010. It also said
it expects to achieve low-double-digit core constant currency EPS growth in
2011 and 2012. (Please refer to the glossary for definitions of constant
currency and core. Core results and core constant currency results are
non-GAAP financial measures that exclude certain items. Please refer to
"Reconciliation of GAAP and Non-GAAP information" for a description of these

"We have devoted the last 10 months to meticulously planning the
integration of our companies, and we are fully prepared to launch our new
enterprise starting today," Nooyi said. "Most important, we have an
exceptionally strong and experienced leadership team in place and ready to


With the mergers, PepsiCo will have a unique set of strategic advantages
which will provide the greatest benefits in North America and Europe, where
the bottlers have operations:

    - It is the global leader in savory snacks, and those snacks can be
      paired with its beverages in the marketplace. Those pairings will
      enable PepsiCo to provide unique offerings to retail and foodservice
    - 80 percent of its North American beverage manufacturing, sales and
      distribution system will be consolidated under one roof, enabling
      greater operating efficiencies and speed-to-market.
    - It consolidates three public companies into one, creating significant
      cost savings.
    - It can leverage across its bottling business the vast scale and
      operating experience associated with its Frito-Lay, Quaker, Tropicana
      and Gatorade operations.
    - It will be well positioned to leverage its total scale and breadth --
      through joint promotions, shared display space, product bundling,
      shopper insights and programs that address consumers' strong desire for
      greater value.
    - In Europe and Mexico it will have much more integrated operating
      systems, with the ability to more quickly implement and execute
      marketplace programs. The combined company will be especially well
      positioned to capture the clear growth opportunity in the dynamic
      non-carbonated beverage segment.


The transactions are expected to create pre-tax synergies of
approximately US$125 million to US$150 million in 2010 and approximately
US$400 million annually once fully implemented by 2012. The initial synergies
are due principally to greater cost efficiencies, but later years are a
balance of cost savings and new revenue-generating opportunities.

The company said some of the synergies will be reinvested in high-growth
emerging markets, global research and development, and new operating


After more than 10 months of planning with The Pepsi Bottling Group and
PepsiAmericas for the integration of the three companies, and leveraging the
experience gained in its 2001 merger with Quaker, PepsiCo has named a full
management team for the new beverage organization.

In light of the merger, the company's PepsiCo Americas Beverages (PAB)
segment has been reorganized to ensure operating speed and accountability.
PAB, which encompasses PepsiCo's beverage businesses across the Americas,
will be comprised of two business units.

Eric J. Foss will lead the newly combined bottling operations, called
Pepsi Beverages Company (PBC) and Massimo F. d'Amore will continue to lead
Gatorade, Tropicana and Latin America Beverages as CEO of PepsiCo Beverages
Americas (PBA). He also remains responsible for PAB marketing and franchise
management. The operations of The Pepsi Bottling Group and PepsiAmericas in
Europe will be consolidated into PepsiCo Europe, led by CEO Zein Abdalla.

The Pepsi Bottling Group and PepsiAmericas common stock ceased trading on
The New York Stock Exchange at the close of the market on Friday, February 26
and have been delisted.

About PepsiCo

PepsiCo offers the world's largest portfolio of billion-dollar food and
beverage brands, including 19 different product lines that each generates
more than US$1 billion in annual retail sales. Our main businesses –
Frito-Lay, Quaker, Pepsi-Cola, Tropicana and Gatorade - also make hundreds of
Other nourishing, tasty foods and drinks that bring joy to our consumers in
More than 200 countries. With annualized revenues of nearly US$60 billion,
PepsiCo's people are united by our unique commitment to sustainable growth,
called Performance with Purpose. By dedicating ourselves to offering a broad
array of choices for healthy, convenient and fun nourishment, reducing our
environmental impact, and fostering a diverse and inclusive workplace
culture, PepsiCo balances strong financial returns with giving back to our
communities worldwide. In recognition of its continued sustainability
efforts, PepsiCo was named for the third time to the Dow Jones Sustainability
World Index (DJSI World) and for the fourth time to the Dow Jones
Sustainability North America Index (DJSI North America) in 2009. For more
information, please visit

Cautionary Statement

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: changes in demand for PepsiCo's products, as
a result of changes in consumer preferences and tastes or otherwise; damage
to PepsiCo's reputation; trade consolidation, the loss of any key customer,
or failure to maintain good relationships with PepsiCo's bottling partners;
PepsiCo's ability to hire or retain key employees or a highly skilled and
diverse workforce; unstable political conditions, civil unrest or other
developments and risks in the countries where PepsiCo operates; changes in
the legal and regulatory environment; PepsiCo's ability to build and sustain
proper information technology infrastructure, successfully implement its
ongoing business process transformation initiative or outsource certain
functions effectively; unfavorable economic conditions and increased
volatility in foreign exchange rates; PepsiCo's ability to compete
effectively; increased costs, disruption of supply or shortages of raw
materials and other supplies; disruption of PepsiCo's supply chain; climate
change or changes in legal, regulatory or market measures to address climate
change; PepsiCo's ability to realize the full extent of the benefits and cost
savings expected from the mergers with The Pepsi Bottling Group, Inc. (PBG)
and PepsiAmericas, Inc. (PAS); PepsiCo's ability to realize the anticipated
cost savings and other benefits expected from the mergers with PBG and PAS;
failure to renew collective bargaining agreements or strikes or work
stoppages; and any downgrade of PepsiCo's credit rating resulting in an
increase of its future borrowing costs.

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. PepsiCo undertakes
no obligation to update any forward-looking statements, whether as a result
of new information, future events or otherwise.


Core: Core results are non-GAAP financial measures. PepsiCo's fiscal 2009
core EPS was US$3.71. Core results exclude the commodity mark-to-market net
impact included in corporate unallocated expenses and certain restructuring
actions. 2009 core results also exclude costs associated with our mergers
with PBG and PAS, as well as our share of PBG's and PAS's respective merger
costs included in bottling equity income. Core EPS guidance for the
full-years 2010-2012 exclude the commodity mark-to-market net impact included
in corporate unallocated expenses, estimated one-time costs to achieve
synergies and any additional restructuring or integration costs related to
the mergers with PBG and PAS. Core EPS guidance for 2010 also excludes the
gain or loss on previously held equity interests in PBG and PAS, the
post-merger one-time impact to earnings of fair value adjustments to acquired
inventory, the one-time charge related to the change to hyperinflationary
accounting and devaluation in Venezuela, any additional restructuring or
integration costs and transaction costs related to the mergers with PBG and
PAS. For more details and reconciliations of our 2009 core results and
2010-2012 core constant currency EPS guidance, see "Reconciliation of GAAP
and Non-GAAP Information."

Constant currency: Financial results (historical and projected) assuming
constant foreign currency exchange rates used for translation based on the
rates in effect for the comparable prior-year period. In addition, the impact
on EPS growth is computed by adjusting core EPS growth by the after-tax
foreign currency translation impact on core operating profit growth using
PepsiCo's core effective tax rate.

Reconciliation of GAAP and Non-GAAP Information


Core constant currency EPS growth is a non-GAAP financial measure as it
excludes certain items noted below. However, we believe investors should
consider this measure as it is more indicative of our ongoing performance and
with how management evaluates our operational results and trends.

In the year ended December 26, 2009, we recognized US$274 million of
mark-to-market net gains on commodity hedges in corporate unallocated
expenses. We centrally manage commodity derivatives on behalf of our
divisions. Certain of these commodity derivatives do not qualify for hedge
accounting treatment and are marked to market with the resulting gains and
losses recognized in corporate unallocated expenses. These gains and losses
are subsequently reflected in division results when the divisions take
delivery of the underlying commodity.

In the year ended December 26, 2009, we incurred US$50 million of costs
associated with our mergers with PBG and PAS, as well as an additional US$11
of costs in the year ended December 26, 2009, representing our share
of the respective merger costs of PBG and PAS, recorded in bottling equity

As a result of our previously initiated Productivity for Growth program,
we recorded restructuring and impairment charges of US$36 million in the year
ended December 26, 2009. The program includes actions in all segments 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

We believe investors should consider our 2009 diluted EPS excluding the
impact of restructuring and impairment charges, costs associated with our
mergers with PBG and PAS and the mark-to-market net gains on commodity hedges

We are not able to reconcile our full-year projected 2010-2012 core
constant currency EPS to our full-year projected 2010-2012 reported results
because we are unable to predict the 2010-2012 full-year impact of foreign
exchange or the mark-to-market net gains or losses on commodity hedges due to
the unpredictability of future changes in foreign exchange rates and
commodity prices. Additionally, with respect to our mergers with PBG and PAS,
we are unable to predict the amounts or timing of any additional
restructuring or integration costs. Therefore, we are unable to provide a
reconciliation of this measure.

    Diluted EPS Reconciliation
                                                            FY 2009
    Reported Diluted EPS                                    US$3.77
    Mark-to-Market Net Gains                                  (0.11)
    Restructuring and Impairment Charges                       0.02
    PBG/PAS Merger Costs                                       0.03
    Diluted EPS Excluding above Items                       US$3.71

Investors, Lynn A. Tyson, Senior Vice President, Investor Relations, +1-914-253-3035, lynn.tyson at; Media, Dave DeCecco, Director, Media Bureau, +1-914-253-2655, david.dececco at, both of PepsiCo

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