1084230--3/4/2009--PEPSIAMERICAS

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{operation, international, foreign}

{customer, product, revenue}

{financial, litigation, operation}

{capital, credit, financial}

{cost, regulation, environmental}

The successful operation of our business depends upon our relationship with PepsiCo, including its level of advertising, bottler incentives and brand innovation. We may also have conflicts of interest with PepsiCo. A negative change in our credit rating or the availability of capital could impact borrowing costs and financial results. Because our international operations are conducted under multiple local currencies, our operating results experience foreign currency fluctuations. The cost to remediate environmental concerns associated with previously owned subsidiaries could be materially different than our estimates. We cannot predict the outcome of legal proceedings and an adverse determination could negatively impact our financial results, nor can we predict the nature or outcome of future legal proceedings.

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1084230--3/4/2009--PEPSIAMERICAS_INC/IL/