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
 
                                A Beautiful Day

                                  Eric J. Foss

                                August 11, 2009


 

 
 


Town Hall Agenda

1 2 3 4 5

Town Hall Agenda

1 10 Years of Success

2 Right Deal at the Right Time

3 A Look into the Future

4 Questions & Answers

5 Barbeque!


 

 
 



We Sell Soda.

Customers Build Their Business

Employees Build Their Futures

Shareholders Build Their Wealth


 

 
 







Customers Build Their Business

Improving Customer Satisfaction

Customer Needs

                                  vs. 2004

Eliminate My Out-of-Stocks        +5 pts.

Respond & Recover                 +4 pts.

Accounts serviced as Scheduled    +4 pts.

Provide Weekend Service           +9 pts.

Customer Loyalty

69%         78%

9pt Improvement

2004        2009

LRB Category Sales

$80Bn          $112Bn

40% Growth

IPO            2009


 

 
 



Employees Build Their Future

Creating a Great Place to Work

Provide Opportunities to Build Meaningful Careers

2009

67,000 Employees


1999

35,000 Employees

Promote Diversity & Inclusion

36%        44%

8pt. Improvement

1999       2009

Create a Culture of Recognition & Appreciation

55%        65%

10 pt. Improvement

2002       2009


 

 
 



Shareholders Build Their Wealth

                     Significant Shareholder Value Creation
                             Total Return Analysis


3.3X

PBG    Consumer Staples   Dow   S&P 500   CCE


 

 
 



Financial Scorecard

Proven Financial Track Record

Topline Growth (in billions)

7.5         $13.8

CAGR 7%

1999        2008


Operating Profit (in billions)

0.5         $1.1

CAGR 11%

1999        2008


EPS Growth (in dollars)

0.58        $2.27

CAGR 16%

1999        2008


Cash Flow (in millions)

$139        $526

CAGR 16%

1999        2008


 

 


Accomplishments

Green Power Leadership Award
Black Enterprise Magazine Best Companies for Diversity
C. Everett Koop National Health Award
Hispanic Business
Bottler of the Year
Institutional Investor
S&P 500
Fortune
DiversityInc Top 50 2008 Companies for Diversity


 

 
 



Why the Need for Change

Marketplace Changes

One Voice

Increased Speed and Flexibility

Employee Growth

The Right Deal... At The Right Time


 

 
 
 

 
 
                                   IndraNooyi
                                 Chairman & CEO

 

 
 
 

 
 
 

 
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.