PBG board's letter to PepsiCo chairman and CEO Indra Nooyi

05 May 2009

The PBG Board today sent the following letter to PepsiCo Chairman and CEO Indra Nooyi:

May 4, 2009
Indra Nooyi
Chairman and Chief Executive Officer
PepsiCo
700 Anderson Hill Road
Purchase, NY 10577

Dear Indra:
We are writing to respond to your proposal of April 19 to acquire all of the outstanding shares of common stock of The Pepsi Bottling Group, Inc. (''PBG'') not owned by PepsiCo. A Special Committee of the Board of Directors of PBG (''the Special Committee''), comprised entirely of independent directors, has carefully reviewed your proposal with the assistance of independent financial and legal advisors. Based on the unanimous recommendation of the Special Committee, the Board of Directors of PBG has concluded that the proposal is grossly inadequate and not in the best interests of PBG and its stockholders.

PBG REJECTS PEPSICO ACQUISITION PROPOSAL/ 2 OF 3

PepsiCo's proposal substantially undervalues PBG for many reasons, including:

• Opportunistic Timing: Your proposal was made shortly before the public release of PBG's strong first quarter 2009 earnings on April 22. As you know, PBG exceeded Wall Street expectations for the quarter, raised its full-year guidance for earnings per share and operating free cash flow, and provided details of its plans to achieve over $250 million in cost and productivity savings in 2009 on a standalone basis.
• Inadequate Value: The value of your proposal is substantially below PBG's intrinsic value, as well as the value that would be implied by comparable transactions. Your offer is at virtually no premium to market given PBG's first quarter earnings and upward revision to full-year EPS and operating free cash flow guidance. Transaction premiums, especially those including cash consideration, have been very substantial since the market dislocation last September.
• Understated Synergies: We believe you have substantially understated the synergies that would be available through the combination you have proposed. As you know, PBG has thoroughly analyzed the savings and efficiencies that could be achieved through a transformation of the Pepsi system. Based on our analysis, we are confident that readily achievable synergies are multiples of the $200 million you referenced.

PBG values its longstanding relationship with PepsiCo, but the PBG Board will not agree to a proposal which does not reflect the true value of PBG. Accordingly, based on the Special Committee's unanimous recommendation, the Board has taken customary steps to protect PBG and its stockholders from opportunistic acquisition attempts.