1087835--2/22/2010--BOTTLING_GROUP

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{interest, director, officer}

{cost, regulation, environmental}

{condition, economic, financial}

{cost, operation, labor}

{acquisition, growth, future}

{debt, indebtedness, cash}

{operation, natural, condition}

{competitive, industry, competition}

{operation, international, foreign}

{regulation, government, change}

{personnel, key, retain}

{product, liability, claim}

{system, service, information}

{cost, contract, operation}

Our business requires a significant supply of raw materials and energy, the limited availability or increased costs of which could adversely affect our business and financial results. Changes in the legal and regulatory environment, including those related to climate change, could increase our costs or liabilities or impact the sale of our products. PBG s pending merger with PepsiCo may cause disruption in our business and, if the pending merger does not occur, we will have incurred significant expenses. PepsiCo s equity ownership of PBG could affect matters concerning us. Because we depend upon PepsiCo to provide us with concentrate, certain funding and various services, changes in our relationship with PepsiCo could adversely affect our business and financial results. We may have potential conflicts of interest with PepsiCo, which could result in PepsiCo s objectives being favored over our objectives. Our acquisition strategy may be limited by our ability to successfully integrate acquired businesses into ours or our failure to realize our expected return on acquired businesses. We may not be able to compete successfully within the highly competitive carbonated and non-carbonated beverage markets. If we are unable to fund our substantial capital requirements, it could cause us to reduce our planned capital expenditures and could result in a material adverse effect on our business and financial results. The level of our indebtedness could adversely affect our financial health. Deterioration of economic conditions could harm our business. Our foreign operations are subject to social, political and economic risks and may be adversely affected by foreign currency fluctuations. If we are unable to maintain brand image and product quality, or if we encounter other product issues such as product recalls, our business may suffer. Our success depends on key members of our management, the loss of whom could disrupt our business operations. If we are unable to renew collective bargaining agreements on satisfactory terms, or if we experience strikes, work stoppages or labor unrest, our business may suffer. Benefits cost increases could reduce our profitability or cash flow. Our failure to effectively manage our information technology infrastructure could disrupt our operations and negatively impact our business. Adverse weather conditions could reduce the demand for our products. Catastrophic events in the markets in which we operate could have a material adverse effect on our financial condition.

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1087835--2/22/2010--BOTTLING_GROUP_LLC