Davis Polk & Wardwell advised PepsiCo, Inc. in connection with the registered offering by Bottling Group, LLC of $1.3 billion aggregate principal amount of its 6.95% senior notes due 2014. The notes are expected to be guaranteed by PepsiCo, Inc. beginning in February 2009, subject to the qualifications described in the prospectus. Morgan Stanley & Co. Incorporated, Deutsche Bank Securities Inc., HSBC Securities (USA) Inc., J.P. Morgan Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated acted as joint book-running managers for the offering.

Bottling Group, LLC is the principal operating subsidiary of The Pepsi Bottling Group, Inc. and the world's largest manufacturer, seller and distributor of Pepsi-Cola beverages.

The Davis Polk team included partner Joseph A. Hall and associates Ross A. Oliver and David R. Bauer. Partner Avishai Shachar and associate Craig A. Phillips provided tax advice. All members of the Davis Polk team are based in the New York office.