EX-99.1 2 ex99-1.htm SLIDESHOW PRESENTATION BY THE PEPSI BOTTLING GROUP, INC., DATED JUNE 1, 2009 ex99-1.htm
 
Investor Update
June 2, 2009
 

 
Cautionary Statement
 
Statements made in this presentation that relate to future performance or financial results of the Company are
forward-looking statements which involve risks and uncertainties that could cause actual performance or results to
materially differ.  Such risks and uncertainties include, but are not limited to: the outcome of, or developments
concerning, PepsiCo’s proposal to purchase all outstanding shares of the Company that it does not already own; the
outcome of, and expenses associated with, any litigation related to PepsiCo’s acquisition proposal; PepsiCo’s ability
to affect matters concerning us through its equity ownership of PBG, representation on our Board and approval
rights under our Master Bottling Agreement; material changes in expected levels of bottler incentive payments from
PepsiCo; material changes from expectations in the cost or availability of ingredients, packaging materials, other
raw materials or energy; an inability to achieve strategic business plan targets; material changes in capital
investment for infrastructure and an inability to achieve the expected timing for returns on cold-drink equipment
and related infrastructure expenditures; an inability to successfully integrate acquired businesses or to meet
projections for performance in newly acquired territories; loss of key members of management; and changes in laws
and regulations governing the manufacture and sale of food and beverages, the environment, transportation,
employee safety, labor and government contracts.  For additional information on these and other risks and
uncertainties that could cause PBG’s actual results to materially differ from those set forth herein, please see PBG’s
Securities and Exchange Commission reports, including PBG’s annual report on Form 10-K for the year ended
December 27, 2008.  PBG undertakes no obligation to update any of the forward-looking statements set forth
herein.  Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only
as to the date hereof.

We have disclosed certain non-GAAP measures within this presentation.  Our 2009 financial outlook also contains
non-GAAP measures.  “Non-GAAP” measures include those designated as “Comparable” as well as Operating Free
Cash Flow (OFCF). Please see reconciliations to their respective measures prescribed by accounting principles
generally accepted in the U.S. included on our website at www.pbg.com under Investor Relations.
 

 
Agenda
 
Track Record of Success
 
PBG… A Strategic Gem
 
Strong Financial Outlook
 
Review of PepsiCo Proposal
 

 
Track Record of Success
 
Strong Financial Outlook
 
Positive Start to the Year,
Exceeded Q1 2009 Guidance
 
Raising Q2 Comparable EPS Outlook by $0.05
 
Increasing Full-Year Comparable EPS Outlook
by $0.10 to Range of $2.30 to $2.40
 
Forecast Full-Year Operating Free Cash Flow
of $525 Million, Increase of $25 Million
 

 
Strong Sector Performance in Q1 2009
 
Improving CSD Trends in the U.S.
 
Continued Commodity Cost Deflation
 
Decreased Volatility in Foreign Exchange Rates
 
Bottler Consolidation Accelerating
 
Track Record of Success
 
Current Developments Encouraging
 

 
Track Record of Success
 
Proven Financial Track Record
 
All figures are on a comparable basis
 
Topline
Growth
(in billions)
 
Operating
Profit

(in billions)
 
EPS
Growth

(in dollars)
 
Cash
Flow

(in millions)
 
CAGR
 
7%
 
CAGR
 
11%
 
CAGR
 
16%
 
CAGR
 
16%
 

 
Significant Shareholder Value Creation
Total Return Analysis
 
Track Record of Success
 
+231%
 
Consumer Staples
 
S&P 500
 
PBG IPO to Date
 
3/31/99 to 5/29/09
 

 
5 Year
 
3 Year
 
1 Year
 
13%
 
Track Record of Success
 
Stock Price Returns
Through 5/29/09
 
Significant Outperformance by PBG
 
Consumer Staples
 
S&P 500
 
5%
 
1%
 

 
PBG Winning in the Marketplace
 
United States
 
Track Record of Success
 
Execution
 
Volume & Share
 
Customer Satisfaction
 
CSD Fair Share Index vs. Coke
 
111
 
128
 
Display
 
Inventory
 
Feature
 
RWV
 
Relative
 
Value
 
125
 
vs. IPO
 
+9 pts.
 
+12 pts.
 
+8 pts.
 
2x NCB Inventory &
3x NCB Features vs. Coke
 
Faster Volume Growth
 
7 of 10 years
 
Greater Topline Growth
 
8 of 10 years
 
Improved Share Position
 
Gains in 7 of 10 years
 
Four Key Focus Areas
 
Accounts Serviced
as Scheduled
 
Out-of-Stock Reduction
 
Respond & Recover
 
Weekend Service
 
Improved Customer
Satisfaction
 
Increasing Customer
Loyalty
 
Source: IRI Grocery Channel for PBG
 

 
Agenda
 
Track Record of Success
 
PBG… A Strategic Gem
 
Strong Financial Outlook
 
Review of PepsiCo Proposal
 

 
PBG… A Strategic Gem
 
PBG is the Key to Unlocking Value in the U.S. Pepsi System
 
Strong scale position with ~60% of U.S. volume
 
Geographic footprint in growing U.S. markets
 
Unmatched operating and executional capability
 
Exciting Core Growth Opportunities
 
Highly Attractive International Growth Territories
 
Mexico
 
Russia
 

 
Great Portfolio of Brands… Strong #1 or #2
 
Colas
 
Non-Carbs
 
Water
 
Invigoration & Energy
 
Flavors
 
PBG… A Strategic Gem
 

 
PBG… A Strategic Gem
 
1999
 
2009 & Beyond
 
“We Sell Soda.”
 
Service
 
Excellence
 
Operational
 
Excellence
 
Revenue / Margin
Management Excellence
 
Executional
Excellence
 
Selling
 
Excellence
 
Best-in-Class Execution
 

 
Reposition and Strengthen Brand Portfolio
 
Transform Performance Through Operating Excellence
 
Capitalize on Geographic Growth Opportunities
 
PBG… A Strategic Gem
 
Strategic Platforms for Growth
 

 
PBG… A Strategic Gem
 
Enter
White Space
 
Invest in
Core Brands
 
Fill Portfolio Gaps:
 
Goal #1 or #2 Position
 
Leverage
Learning Labs
 
Reposition and Strengthen Global Brand Portfolio
 

 
Step Change in Cost Structure and Productivity
 
Transform Performance Through Operating Excellence
 
Transform
Warehouse
Capabilities
 
Maximize
Go-to-Market
Effectiveness
 
Optimize
Manufacturing
Cost
 
PBG… A Strategic Gem
 
Capture
G&A Cost
Opportunities
 

 
PBG… A Strategic Gem
 
Speed to Market
 
Greater Reach
 
Promotional Lift
 
Larger Transactions
 
90% Distribution in 2 Weeks
 
Fast Turns to Drive Profit
 
More Trips
 
44% of Shopping Trips
 
Retailer Benefits
 
99% Household Penetration
 
Cash Flow & Labor Savings
 
Transform Performance Through Operating Excellence
 
Direct Store Delivery Advantage… Proven, Powerful and Profitable
 
High Spend / Trip
 

 
International
 
Domestic
 
PBG… A Strategic Gem
 
Capitalize on Geographic Growth Opportunities
 
Low LRB per Capita
Consumption
 
Robust LRB Category
Growth Potential
 
Long-Term Business
Prospects Positive
 
Increased Pace Since 2008
 
Four Deals Totaling in
$200MM in Revenues  
 
Financially Accretive
 
Value Creation Driven by
PBG Operating Expertise
 
U.S. System Consolidation
 
Third Largest Beverage
Market in the World
 
Large and Young
Population Base
 
LRB Category Growth
Projected in the
Low-Single Digits
 
Other
Anchors
 
Independent
   Bottlers
 
Russia
 
Mexico
 

 
Agenda
 
Track Record of Success
 
PBG… A Strategic Gem
 
Strong Financial Outlook
 
Review of PepsiCo Proposal
 

 
Strong Financial Outlook
 
Strong Sector Performance in Q1 2009
 
Continued Commodity Cost Deflation
 
Decreased Volatility in Foreign Exchange Rates
 
Ample Liquidity and Solid Balance Sheet
 
LRB Category Rebounds with Improving
Economy and GDP
 
…Raising Q2 and Full-Year 2009 Guidance
 
External Environment Improving
 

 
Strong Financial Outlook
 
Q2 2009 Guidance
 
Previous
 
Current
 
Comparable EPS
 
$0.70 to $0.74
 
FY 2009 Guidance  
 
Operating Free
Cash Flow
 
Raising Q2 and Full-Year 2009 Outlook
 
$2.30 to $2.40
 
about $525MM
 
$0.65 to $0.69
 
$2.20 to $2.30
 
Previous
 
Current
 
$500MM
 

 
Strong Financial Outlook
 
Vastly Improved Commodities Environment
 
Raw Materials
 
(Including fuel, excluding concentrate)
 
$MM increase vs. prior year
 
2006
 
2007
 
2008
 
2009F
 
2010F
 
Corn
 
Down 50% from Peak in 2008
 
Oil
 
Reached a High of ~$140
 
Current Price of ~$60 per Barrel
 
Aluminum
 
Peaked at $3,300/MT
 
Currently at $1,500/MT
 
Decrease of 55%
 
$80
 
$120
 
$170
 
$230
 
$(125)
 
Transactional Forex
 

 
7%
 
Strong Financial Outlook
 
Strong LRB to GDP Correlation
 
Key Learnings
 
Crises Typically Lasted 5 to 8 Quarters
 
Strong Correlation Between GDP and LRB Results
 
LRB Growth Rebounds with GDP
 
Russia Financial Crisis 1998 to 1999
 
Mexico Peso Crisis 1994 to 1995
 
LRB Category Growth
 
GDP Growth
 
18%
 
1997
 
1998/1999
 
2000
 
2001 to 2003
 
1994
 
1995
 
1996
 
1997 to 2000
 

 
Strong Financial Outlook
 
Ongoing Ability to Generate Cost & Productivity Savings
 
2007
 
2008
 
2009F
 
$ in MM
 

 
Agenda
 
Track Record of Success
 
PBG… A Strategic Gem
 
Strong Financial Outlook
 
Review of PepsiCo Proposal
 

 
PepsiCo Proposed to Buy PBG for $29.50 on April 19th
 
Independent Special Committee Formed by PBG’s Board
to Review Proposal with Fiduciary Responsibility to PBG’s
Independent Shareholders
 
Special Committee Undertook Rigorous Review of Proposal,
Advised by Morgan Stanley and Cravath, Swaine & Moore
 
PepsiCo’s Proposal Deemed Grossly Inadequate by Special
Committee and Board on May 4th
 
Review of PepsiCo Proposal
 

 
Independent Shareholders Own 2/3 of PBG’s Stock
and Have 60% of the Voting Power
 
8 of 10 PBG Directors are Independent from PepsiCo
 
PepsiCo Cannot Acquire or Increase Interest in PBG
Without the Approval of the PBG Board of Directors
 
PepsiCo Cannot Unilaterally Replace the PBG Board
 
 
Review of PepsiCo Proposal
 
Transaction Would Not be a Minority Squeeze-Out
 

 
Review of PepsiCo Proposal
 
Valuation Methods
 
Value of Your PBG Shares
 
Precedent Transactions
 
Standalone Value
 
Synergies
 
Historical Trading Multiples
 
Intrinsic Value
 
Fair Share of $25 per PBG Share
NPV of System Synergies
 
M&A Market Premiums
 
Precedent Transaction Multiples
 

 
Review of PepsiCo Proposal
 
Precedent Transactions: Insufficient Premium
 
Premiums In Deals > $1Bn Since
the September 2008 Market Break are
Substantially Above Historical Levels
 
PepsiCo Proposal More Akin to a Cash
Deal Given Relative Sizes of PepsiCo   
and PBG
 
PBG shareholders not able to
meaningfully participate in synergies
 
All Deals Since
Market Break
 
All Cash Deals
Since Market Break
 
Acquisition Premiums
 

 
Review of PepsiCo Proposal
 
Precedent Transactions: Proposal Well Below Comparable Multiples
 
Transaction EBITDA Multiples
 
PBG’s Attributes Would Support
a Superior Multiple to Precedent
Bottler Acquisitions
 
Scale
 
Geographic diversity
 
Strong presence in attractive
U.S. and international markets
 
Track record of strong operating
growth and returns
 
LTM EBITDA $1.8 Billion
 
PAS /
Whitman
 
PBG Bottler
Acquisitions
 
PepsiCo
 
Proposal
 

 
Review of PepsiCo Proposal
 
Proposal Opportunistic & Undervalues PBG Fundamental Value
 
PepsiCo Proposal was Made Prior
to PBG’s Q1 Earnings
 
CCE up 13% since their
Q1 announcement
 
Proposal Near Historical
Valuation Low Point
 
Normalized trading multiple
would imply a standalone share
price in excess of $30
 
Proposal Well Below
PBG’s DCF Value
 
Historical NTM P/E
 
PBG ’04-’08
Avg: 15.1x
 
S&P 500
 
2004
 
2005
 
2006
 
2007
 
2008
 
2009
 
PepsiCo
Proposal
 
18
 
16
 
14
 
12
 
10
 
8
 
6
 

 
Review of PepsiCo Proposal
 
PBG Management Scoped System Transformation
Project in Q3 2008
 
Engaged a Leading Global Consulting Firm in
September 2008
 
Assessed Value Creation Available from
Transformational Initiatives
 
Combined Consulting Firm’s Analytical Expertise
with PBG’s Operating Knowledge
 
Delivered Final Report in Early 2009
 
Synergies: Blue System Transformation
 

 
Review of PepsiCo Proposal
 
Annual System Synergies
 
Areas of Opportunity
 
Route to Market
 
Manufacturing Consolidation
 
Supply Chain
 
General & Administrative
 
Annual Synergies of
$750 to $850 Million
 
One Time Cost = Annual Savings
 
More than $5 Billion ($25 per
PBG Share) NPV of Synergies
 
Valuation
 
PBG is the Key to Enabling Synergies
 

 
Review of PepsiCo Proposal
 
Synergy Benchmarks
 
% of Target Sales
 
Synergies
 
PBG and PAS Combined Sales
 
Morgan Stanley
Select Large
Food Beverage Deals
 
6.5%
 
$1.2Bn
 
$19Bn
 
Leading Global
Consulting Firm
 
4.7% to 6.2%
 
$900MM to $1.18Bn
 
$19Bn
 
Synergies Appropriate Versus External Benchmarks
 
Benchmarks Imply Synergy Range of $900 Million to $1.2 Billion…
 
Sell-Side Target Range of Synergies $500 Million to $1 Billion
 

 
Long Track Record of Winning for Key Stakeholders
 
Strong 2009 Financial Outlook Will Drive Continued Value Creation
 
Encouraging Sector and Economic Developments
 
Exciting Core Domestic and International Growth Opportunities
 
PBG… A Strategic Gem with a Bright Future