Exhibit (c)(5)

DRAFT

STRICTLY CONFIDENTIAL

Board of Directors Discussion Materials

August 3, 2009

Disclaimer

“Bank of America Merrill Lynch” is the marketing name for the global banking and global markets businesses of Bank of America Corporation. Lending, derivatives, and other commercial banking activities are performed globally by banking affiliates of Bank of America Corporation, including Bank of America, N.A., member FDIC. Securities, strategic advisory, and other investment banking activities are performed globally by investment banking affiliates of Bank of America Corporation (“Investment Banking Affiliates”), including, in the United States, Banc of America Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, which are both registered broker-dealers and members of FINRA and SIPC, and, in other jurisdictions, locally registered entities.

Investment products offered by Investment Banking Affiliates: Are Not FDIC Insured * May Lose Value * Are Not Bank Guaranteed.

These materials have been prepared by Centerview Partners LLC (“Centerview”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated, a subsidiary of Bank of America Corporation (“Merrill Lynch” and, together with Centerview, the “Advisors), for the client or potential client to whom such materials are directly addressed and delivered (the “Company”) in connection with an actual or potential mandate or engagement and may not be used or relied upon for any purpose other than as specifically contemplated by a written agreement with the Advisors. These materials are based on information provided by or on behalf of the Company and/or other potential transaction participants, from public sources or otherwise reviewed by the Advisors. We assume no responsibility for independent investigation or verification of such information (including, without limitation, data from third party suppliers) and have relied on such information being complete and accurate in all material respects. To the extent such information includes estimates and forecasts of future financial performance prepared by or reviewed with the managements of the Company and/or other potential transaction participants or obtained from public sources, we have assumed that such estimates and forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of such managements (or, with respect to estimates and forecasts obtained from public sources, represent reasonable estimates). No representation or warranty, express or implied, is made as to the accuracy or completeness of such information and nothing contained herein is, or shall be relied upon as, a representation, whether as to the past, the present or the future. These materials were designed for use by specific persons familiar with the business and affairs of the Company and are being furnished and should be considered only in connection with other information, oral or written, being provided by the Advisors in connection herewith. These materials are not intended to provide the sole basis for evaluating, and should not be considered a recommendation with respect to, any transaction or other matter. These materials do not constitute an offer or solicitation to sell or purchase any securities and are not a commitment by Bank of America Corporation or any of its affiliates to provide or arrange any financing for any transaction or to purchase any security in connection therewith. These materials are for discussion purposes only and are subject to review and assessment from a legal, compliance, accounting policy and risk perspective, as appropriate, following discussion with the Company. The Advisors assume no obligation to update or otherwise revise these materials. These materials have not been prepared with a view toward public disclosure under applicable securities laws or otherwise, are intended for the benefit and use of the Company, and may not be reproduced, disseminated, quoted or referred to, in whole or in part, without the prior written consent of the Advisors. These materials may not reflect information known to other professionals in other business areas of Bank of America Corporation, Centerview and their respective affiliates. Bank of America Corporation and its affiliates (collectively, the “BAC Group”) comprise a full service securities firm and commercial bank engaged in securities, commodities and derivatives trading, foreign exchange and other brokerage activities, and principal investing as well as providing investment, corporate and private banking, asset and investment management, financing and strategic advisory services and other commercial services and products to a wide range of corporations, governments and individuals, domestically and offshore, from which conflicting interests or duties, or a perception thereof, may arise. In the ordinary course of these activities, parts of the BAC Group at any time may invest on a principal basis or manage funds that invest, make or hold long or short positions, finance positions or trade or otherwise effect transactions, for their own accounts or the accounts of customers, in debt, equity or other securities or financial instruments (including derivatives, bank loans or other obligations) of the Company, potential counterparties or any other company that may be involved in a transaction. Products and services that may be referenced in the accompanying materials may be provided through one or more affiliates of Bank of America Corporation. The BAC Group has adopted policies and guidelines designed to preserve the independence of its research analysts. These policies prohibit employees from offering research coverage, a favorable research rating or a specific price target or offering to change a research rating or price target as consideration for or an inducement to obtain business or other compensation. The BAC Group are required to obtain, verify and record certain information that identifies the Company, which information includes the name and address of the Company and other information that will allow it to identify the Company in accordance, as applicable, with the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) and such other laws, rules and regulations as applicable within and outside the United States. The Advisors do not provide legal, compliance, tax or accounting advice. Accordingly, any statements contained herein as to tax matters were neither written nor intended to be used and cannot be used by any taxpayer for the purpose of avoiding tax penalties that may be imposed on such taxpayer. If any person uses or refers to any such tax statement in promoting, marketing or recommending a partnership or other entity, investment plan or arrangement to any taxpayer, then the statement expressed herein is being delivered to support the promotion or marketing of the transaction or matter addressed and the recipient should seek advice based on its particular circumstances from an independent tax advisor. Notwithstanding anything that may appear herein or in other materials to the contrary, the Company shall be permitted to disclose the tax treatment and tax structure of a transaction (including any materials, opinions or analyses relating to such tax treatment or tax structure, but without disclosure of identifying information or, except to the extent relating to such tax structure or tax treatment, any nonpublic commercial or financial information) on and after the earliest to occur of the date of (i) public announcement of discussions relating to such transaction, (ii) public announcement of such transaction or (iii) execution of a definitive agreement (with or without conditions) to enter into such transaction; provided, however, that if such transaction is not consummated for any reason, the provisions of this sentence shall cease to apply. Copyright 2009 Bank of America Corporation.

Bank of America

Merrill Lynch

Center View Partners

Executive Summary

Project Background

?Centerview and Bank of America Merrill Lynch were engaged by PepsiCo, Inc. (“PepsiCo”) as financial advisors to pursue a potential acquisition of the shares it does not already own in The Pepsi Bottling Group, Inc. (“PBG”) and PepsiAmericas, Inc. (“PAS”) ?PepsiCo’s ownership is currently:

– 37.0% economic(1) and 39.6% voting interest of PBG(2)

– 43.4% economic and voting of PAS(3)

?PepsiCo will pursue acquisitions of PBG and PAS as follows:

– To acquire PBG at a price of $36.50 per share, comprised of $18.25 per share in cash and 0.3216x shares of PepsiCo common stock

• This represents a 44.8% premium to the unaffected stock price as of April 17, 2009, and a 27.6% premium to the adjusted unaffected stock price(4)

• Since April 17th, PBG’s 2009E EPS guidance has increased by approximately 5-6%(5)

– To acquire PAS at a price of $28.50 per share, [comprised of             ]

• This represents a 43.4% premium to the unaffected stock price as of April 17, 2009, and a 26.2% premium to the adjusted unaffected stock price(4)

• Since April 17th, PAS’s 2009E EPS guidance has increased by approximately 1-2%(6)

?PepsiCo has requested Centerview and Bank of America Merrill Lynch to opine as to whether the transaction consideration paid to shareholders other than PepsiCo and its subsidiaries in each transaction is fair, from a financial point of view, to PepsiCo

Notes:

(1) Economic ownership calculated using PepsiCo ownership of 70.2 million of the 215.5 million basic PBG common shares outstanding, which is applied to PBG’s ownership of 93.4% of Bottling LLC and added to PepsiCo’s direct holding of 6.6% of Bottling LLC. Share information from PepsiCo management.

(2) Based on PepsiCo ownership of 70.1 million shares of common stock which are entitled to one vote per share and 100,000 shares of Class B common stock which are entitled to 250 votes per share. PepsiCo voting interest calculated based on 215.5 million shares of PBG common stock which represent 240.4 million votes.

(3) Economic ownership based on 54.0mm shares of the 124.5mm basic shares outstanding. Share information from PepsiCo management. (4) Based on $28.62 for PBG and $22.57 for PAS, which represent unaffected closing prices adjusted for the 13.6% increase in the S&P 500 index since April 17, 2009.

(5) Based on current 2009E guidance of “at the high end” of $2.30 to $2.40 vs. 2009E guidance on April 22, 2009 of $2.20 to $2.30. (6) Based on current 2009E guidance of $1.87 to $1.94 vs. 2009E guidance on April 29, 2009 of $1.83 to $ 1.90.

Bank of America

Merrill Lynch

Center View Partners

3

Summary of Key Events

Stock Price Date Event PEP PBG PAS

April 20, 2009 ? PepsiCo proposes to acquire all the shares it does not already own in PBG and PAS at a value of Day Prior $52.13 $25.20 $19.88 $29.50 per share for PBG, $23.27 per share for PAS and 50% cash/50% stock consideration for Day Of $49.86 $30.73 $25.04 each

? Announces pre-tax synergies of more than $200 million and earnings accretion of at least 15 cents per share when synergies are fully realized

April 22, 2009 ? PBG announces first quarter earnings above Street estimates and raises 2009 earnings guidance Day Prior $49.35 $30.16 $24.54 Day Of $47.98 $30.32 $24.30 May 4, 2009 ? PBG announces that its Board rejected PepsiCo’s proposal as “grossly inadequate” based on the Day Prior $49.79 $31.41 $24.42 unanimous recommendation of its Special Committee Day Of $49.10 $31.50 $24.49 ? PBG also announces that its Board has approved adoption of a stockholder rights plan, retention arrangements for certain key employees and amendments to PBG’s bylaws regarding notice and informational requirements for stockholder actions

May 7, 2009 ? PAS announces that its Board unanimously determined that PepsiCo’s proposal is “not Day Prior $49.72 $32.05 $25.20 acceptable and not in the best interests of the Company’s shareholders” Day Of $49.49 $32.18 $25.27 May 11, 2009 ? PepsiCo files suit against PBG and certain of its directors alleging PBG intentionally failed to Day Prior $49.75 $32.20 $25.48 provide notice of a recent PBG Board meeting to the PBG directors affiliated with PepsiCo Day Of $49.58 $32.03 $25.24 June 2, 2009 ? PBG raises second quarter and 2009 earnings guidance, and hosts a conference call to discuss Day Prior $53.13 $33.21 $26.34 PepsiCo’s proposal Day Of $55.37 $34.17 $26.92 ? On the conference call, PBG states its belief that synergies from the transaction are in the $750-$850 million range Late June and ? Private discussions between PepsiCo, PBG and PAS lead PepsiCo to raise its internal pre-tax NA Early July 2009 synergies estimate to $300 million NA July 14, 2009 ? PepsiCo’s and PBG’s principals meet in private; PepsiCo raises its offer to $34.50 per share Day Prior $55.67 $32.90 $26.26 Day Of $56.09 $33.21 $26.34 July 31, 2009 ? PepsiCo and PBG tentatively agree to key economic terms in private, subject to due diligence and Day Prior $56.60 $33.80 $26.69 negotiation of documentation Day Of $56.75 $33.95 $26.78 August 1, 2009 ? PepsiCo and PAS tentatively agree to key economic terms in private, subject to due diligence and Day Prior $56.75 $33.95 $26.78 negotiation of documentation Day Of NA NA NA

Bank of America

Merrill Lynch Center View Partners

4

Implied Multiples and Premiums Paid

PBG PAS Offer Price $36.50 $28.50 Fully Diluted Public Shares (1) (mm) 226.5 127.9

Less: P Holding (2) (mm) (70.2) (54.0)

Publicly Held Shares (mm) 156.3 73.9

Offer Value for Public Shares $5,706 $2,105

Implied Total Offer Value (100%) 8,267 3,644 Plus: Net Debt (3) 6,546 2,432

Enterprise Value $14,813 $6,076

Premium to:

Current (4) 7.5% 6.4% Unaffected Price (5) 44.8% 43.4% Adjusted Unaffected (6) 27.6% 26.2%

Statistic (7) Multiple Statistic (7) Multiple

FY 2009E Revenue $13,697 1.08x $4,805 1.26x FY 2009E EBITDA $1,834 8.1x $690 8.8x FY 2009E P/E $2.34 15.6x $1.88 15.2x

Note: Dollars in millions, except per share amounts. Prices as of July 31, 2009.

(1) PBG shares based on 28.0 million options outstanding with a weighted average strike price of $26.50 and 3.4 million shares of restricted stock. PAS shares based on 1.6 million options outstanding with a weighted average strike price of $15.38 and 2.7 million shares of restricted stock. Source: Public filings.

(2) Per PepsiCo management guidance. PepsiCo voting ownership in PBG is 40% and PepsiCo economic ownership (adjusted for 6.6% direct interest in Bottling LLC) in PBG is 37%. PepsiCo ownership in PAS is 43%. All ownership calculations based on basic shares. (3) As of second quarter end 2009. Source: Public filings.

(4) PBG closing price of $33.95 and PAS closing price of $26.78 as of July 31, 2009. (5) PBG closing price of $25.20 and PAS closing price of $19.88 as of April 17, 2009.

(6) Based on $28.62 for PBG and $22.57 for PAS, which represent unaffected closing prices adjusted for the 13.6% increase in the S&P 500 index since April 17, 2009.

(7) Projections per PepsiCo management guidance.

Bank of America

Merrill Lynch

Center View Partners 5

Implied Impact to PepsiCo: Acquisition of PBG Only, PAS Only and PBG & PAS Together

Pro Forma – PBG Only(1) Pro Forma – PAS Only(1) Pro Forma – PBG and PAS 50% Cash/50% Stock PBG;

50% Cash/50% Stock 100% Stock 50% Cash/50% Stock 50% Cash/50% Stock for Both 100% Stock PAS

PBG Offer Price per Share $36.50—- $36.50 $36.50

PBG Implied Prem. To Current 7.5%—- 7.5% 7.5%

PBG Implied Prem. To Unaffected 44.8%—- 44.8% 44.8%

PAS Implied Offer Price per Share—$28.50 $28.50 $28.50 $28.50

PAS Implied Prem. To Current—6.4% 6.4% 6.4% 6.4%

PAS Implied Prem. To Unaffected—43.4% 43.4% 43.4% 43.4%

2010E ($0.01) ($0.02) $0.00 $0.01 $0.03

EPS Accretion / (Dilution)—$ 2011E $0.05 $0.02 $0.04 $0.08 $0.11

2012E $0.08 $0.02 $0.05 $0.12 $0.15

Source: PepsiCo management.

Note: Assumes 6.0% cost of debt, transaction closes 12/31/09. Assumes $300mm of gross synergies. Assumes PepsiCo resumes $2bn buyback from 2009 in 2010.

(1) Allocation of 70% and 30% of the $300mm of gross synergies to PBG and PAS, respectively, per PepsiCo management guidance. Allocation of one-time costs, dis-synergies, and investment spending also allocated based on PepsiCo management.

Bank of America

Merrill Lynch

Center View Partners 6

Overview of PBG and PAS

Sales and EBIT Geographic Breakdown

PBG PAS

Caribbean Mexico 10% 5% Europe 15% CEE 26%

2008A Sales

75% 69% U.S.

North America(1)

$13,796mm $4,937mm

Mexico Caribbean (2)

6% 1% Europe 9% CEE 32%

2008A EBIT

67% U.S.

85%

North America(1) $1,149mm (3) $496mm (3)

Source: Company filings and PepsiCo management.

(1) Includes US and Canada. 8 (2) On July 6, 2009, Caribbean business contributed to joint venture with Central America Beverage Corporation (CABCORP).

(3) Adjusted for restructuring, impairments and other non-recurring expenses.

Bank of America

Merrill Lynch

Center View Partners 8

PBG and PAS Stock Price Performance

PBG PAS

PBG’s Closing Stock Price Price PAS’s Closing Stock Price Price High Mean Low Perf. High Mean Low Perf.

Pre-Announcement: Pre-Announcement:

3-Month $25.20 $20.84 $17.02 27.1% 3-Month $19.90 $17.19 $15.04 20.1%

6-Month 25.20 20.69 16.49 6.1% 6-Month 20.75 17.65 15.04 18.3%

$40.00 1-Year 34.61 25.41 16.49 (26.1%) $40.00 1-Year 26.87 20.17 15.04 (26.0%)

Post-Announcement: Post-Announcement:

Since Offer $34.17 $32.74 $30.16 10.5% Since Offer $27.14 $25.96 $24.30 6.9% Current:

$35.00 $35.00

$33.95

$30.00 $30.00

Current: Closing Price Pre-

$26.78 Announcement (4/17/09):(1) $25.20 Closing Price Pre-

$25.00 $25.00 Announcement (4/17/09):(1) $19.88

$20.00 $20.00

$15.00 $15.00

$10.00 $10.00

4/08 6/08 7/08 9/08 11/08 1/09 2/09 4/09 6/09 7/09 4/08 6/08 7/08 9/08 11/08 1/09 2/09 4/09 6/09 7/09

9 Source: FactSet as of July 31, 2009.

(1) Initial offer prices for PBG and PAS on April 20, 2009 were $29.50 and $23.27, respectively.

Bank of America

Merrill Lynch

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9

PBG and PAS Recent Financial Performance

PBG PAS

Recent Financial Performance Recent Financial Performance

FYE December, ‘06A -’08A FYE December, ‘06A -’08A 2006A 2007A 2008A CAGR 2006A 2007A 2008A CAGR

Sales $12,730 $13,591 $13,796 4.1% Sales $3,972 $4,480 $4,937 11.5%

Growth —6.8% 1.5% Growth —12.8% 10.2%

Gross Profit $5,830 $6,221 $6,210 3.2% Gross Profit $1,608 $1,823 $1,982 11.0%

Growth —6.7% (0.2%) Growth —13.4% 8.7% Margin 45.8% 45.8% 45.0% Margin 40.5% 40.7% 40.1%

EBIT $1,017 $1,124(1) $1,149(2) 6.3% EBIT $370(3) $442(4) $496(5) 15.9%

Growth —10.5% 2.2% Growth —19.7% 12.2% Margin 8.0% 8.3% 8.3% Margin 9.3% 9.9% 10.1%

EBITDA $1,666 $1,793 $1,822 4.6% EBITDA $563 $647 $701 11.5%

Growth —7.6% 1.6% Growth —14.9% 8.3% Margin 13.1% 13.2% 13.2% Margin 14.2% 14.4% 14.2%

EPS $2.16 $2.46 $2.27 2.6% EPS $1.30 $1.70 $1.98 23.4%

Growth —13.9% (7.6%) Growth —30.5% 16.7%

Source: Company filings.

Notes: Dollars in millions, except per share data.

(1) Excludes impact of $30 million pre-tax restructuring charge and $23 million pre-tax Full Service Vending rationalization charge. (2) Excludes impact of $412 million Mexico impairment and $88 million of restructuring charges.

(3) Excludes impact of $14 million pre-tax restructuring charge. (4) Excludes impact of $6 million pre-tax restructuring charge. (5) Excludes impact of $23 million pre-tax restructuring charge.

Bank of America

Merrill Lynch

Center View Partners

10

Implied Valuation Analysis

Implied Valuation Overview

In performing its implied valuation of PBG and PAS, Centerview and Bank of America Merrill Lynch considered the following indicators of implied value:

?Equity analyst stock price targets (both pre-announcement on April 20th and current) ?Publicly-traded comparable company analysis ?Discounted cash flow analysis ?Acquisition comparables analysis ?Precedent squeezeout premiums

12

Bank of America

Merrill Lynch

Center View Partners

12

PBG – Preliminary Implied Valuation Overview

$60.00 $52.50

(with synergies) (3)

50.00 $48.25 $44.25

$39.00

40.00 Offer: $35.10 $36.00 $34.00 $36.50 $31.00 $33.00 $33.25 30.00 $33.75 $31.50 $28.50 Unaffected: $25.20

20.00 $20.00 $15.78 10.00

0.00

Methodology: Unaffected 52-Week Pre-Announcement Current Public Discounted Acquisition Precedent Trading Range (1) Research Price Targets (2) Comparables Cash Flow Comparables Squeezeout Premiums (4)

Key Assump.: Low—High Low—High Low—High Multiple Range Illustrative Discount Rate Multiple Range Premium Range $15.78—$35.10 $20.00—$31.00 $33.00—$39.00 7.0x—8.0x 7.0%—8.0% 8.0x—10.0x 25.0%—35.0%

2009E EBITDA Illustrative Perp. Growth LTM EBITDA (5) $1,834mm 1.5% $1,769mm Source: Projections and synergies based on PepsiCo management estimates.

Note: Dollars in millions, except per share amounts. Shares prices rounded to the nearest $0.25, except for 52-week trading range. (1) Represents unaffected intraday prices for 52 weeks prior to April 17, 2009.

(2) Analyst price targets as of April 17, 2009 exclude Davenport & Co as an outlier. Analyst price targets as of July 31, 2009 exclude JPMorgan’s price target, which is based solely on PBG fundamentals.

(3) Assumes discounted cash flow analysis of synergies at illustrative 7.75% blended discount rate and 1.5% perpetuity growth rate is split 70% / 30% between PBG and PAS, respectively, per PepsiCo management.

(4) Based on premium to 1-day unaffected stock price. 13 (5) Source: PepsiCo management guidance.

Bank of America

Merrill Lynch

Center View Partners

13

PAS – Preliminary Implied Valuation Overview

$40.00

$35.50

(with synergies) (2) $34.75

$29.00 $29.25

30.00 Offer:

$27.02 $26.75 $28.50

$24.00 $24.25

$24.75

$24.00

$22.25 Unaffected:

20.00 $21.00 $19.88

$18.75

$14.51 $14.00

10.00

0.00

Methodology: 52-Week Pre-Announcement Current Public Discounted Acquisition Precedent Trading Range (1) Research Price Targets Comparables Cash Flow Comparables Squeezeout Premiums (3)

Key Assump.: Low—High Low—High Low—High Multiple Range Illustrative Discount Rate Multiple Range Premium Range

$14.51—$27.02 $14.00—$24.00 $21.00—$29.00 7.0x—8.0x 7.5%—8.5% 8.0x—10.0x 25.0%—35.0% (4) 2009E EBITDA Illustrative Perp. Growth LTM EBITDA $690mm 1.5% $688mm

Source: Projections and synergies based on PepsiCo management estimates.

Note: Dollars in millions, except per share amounts. Shares prices rounded to the nearest $0.25, except for 52-week trading range. (1) Represents unaffected intraday prices for 52 weeks prior to April 17, 2009.

(2) Assumes discounted cash flow analysis of synergies at illustrative 7.75% blended discount rate and 1.5% perpetuity growth rate is split 70% /

30% between PBG and PAS, respectively, per PepsiCo management. 14 (3) Based on premium to 1-day unaffected stock price.

(4) Source: PepsiCo management guidance.

Bank of America

Merrill Lynch

Center View Partners

14

Equity Analyst Price Target Detail

PBG PAS

Price Target Price Target

Broker Name Pre-Announcement Current Broker Name Pre-Announcement Current

Bank of America—Merrill Lynch (1) $25.00 — Barclays Capital $14.00 $28.00 Barclays Capital 20.00 36.00 Credit Suisse 18.00 29.00 Citi 28.00 38.00 Deutsche Bank 24.00 27.00

Credit Suisse 24.00 35.00 Goldman Sachs (1) 18.00 —Deutsche Bank 28.00 34.00 HSBC 18.00 26.00

Goldman Sachs 27.00 33.00 J.P. Morgan 17.00 21.00

HSBC 27.00 36.00 UBS 21.00 27.00

(2) J.P. Morgan 25.00 29.00

Stifel Nicolaus — 37.00

UBS 31.00 39.00

Average $26.11 $35.22 Average $18.57 $26.33

Source: Bloomberg.

Note: Includes only analysts with published price targets. PBG estimates exclude Davenport & Co (unaffected target price of $37) as an outlier. 15 (1) Opinion currently suspended.

(2) Represents view on where PBG should be trading based on fundamentals.

Bank of America

Merrill Lynch

Center View Partners

15

Trading Comparables

Enterprise Value as a Multiple of

Share Market Enterprise Sales EBITDA P/E Multiple(3) P/E/G (4) EPS

(1) (2)

Company Price Value Value CY 2009E CY 2010E CY 2009E CY 2010E CY 2009E CY 2010E CY 2009E CY 2010E Growth

Coca-Cola Enterprises $18.79 $9,287 $17,734 0.81x 0.78x 6.9x 6.6x 12.5x 11.4x 1.36x 1.24x 9.2%

Dr Pepper Snapple Group 24.61 6,330 9,465 1.70 1.67 8.2 8.0 13.9 12.9 2.79 2.58 5.0%

PepsiAmericas (Unaffected) 19.88 2,555 4,987 1.04 1.01 7.4 7.1 11.0 10.3 2.44 2.28 4.5%

Pepsi Bottling Group (Unaffected) 25.20 5,419 11,793 0.88 0.84 6.7 6.6 11.5 10.5 2.06 1.88 5.6%

Source: Company filings, FactSet, Reuters Consensus Estimates and Wall Street research as of July 31, 2009. Note: PBG and PAS statistics shown as of April 17, 2009. Projections represent Street consensus as of April 17, 2009. (1) Equity Market Value = Fully Diluted Shares Outstanding (Treasury Method) * Closing Share Price.

(2) Enterprise Value = Equity Market Value + Preferred Equity at Liquidation Value (Incl. Redeemable) + Short-Term Debt + Long-Term Debt +

Minority Interest—Cash & Marketable Securities. 16 (3) Estimates obtained from Reuters and calendarized to December.

(4) Five year growth rates obtained from Reuters.

Bank of America

Merrill Lynch

Center View Partners

16

Discounted Cash Flow – PBG

Perpetuity Growth Methodology Impl. PV of Impl. PV of Implied PV of Terminal Value at

Discount Cash Flows Cash Flows Perpetuity Growth Rate Implied Enterprise Value

(1)

Rate 2009-2012 2013-2018 1.0% 1.50% 2.00% 1.00% 1.50% 2.00%

7.00% $2,492 $3,799 $10,161 $11,139 $12,314 $16,452 $17,430 $18,605

7.25% 2,483 3,742 9,552 10,434 11,484 15,776 16,658 17,708

7.50% 2,473 3,686 + 8,994 9,791 10,734 = 15,153 15,951 16,894

7.75% 2,464 3,632 8,481 9,205 10,055 14,577 15,301 16,150

8.00% 2,454 3,578 8,010 8,669 9,437 14,042 14,701 15,469

Discount Implied Equity Value per Share Implied Terminal EBITDA Multiple Rate Net Debt Pensions (2) 1.00% 1.50% 2.00% 1.00% 1.50% 2.00%

7.00% $6,546 $679 $40.39 $44.35 $49.11 6.8x 7.5x 8.3x

7.25% 6,546 679 37.65 41.22 45.48 6.6 7.2 7.9

7.50% 6,546 679 35.13 38.36 42.18 6.3 6.9 7.5

7.75% 6,546 679 32.79 35.72 39.17 6.1 6.6 7.2

8.00% 6,546 679 30.62 33.29 36.41 5.8 6.3 6.9

Note: Dollars in millions, except per share data. Discounted to June 2009 using mid-year convention. Analysis uses PepsiCo management projections from 2009 – 2018.

(1) Assumes growth rate of 5.0% applied to adjusted 2012E free cash flow, per PepsiCo management. Free cash flow adjusted such that capital expenditures are equal to depreciation and amortization. 17 (2) Amount by which pension is underfunded, per 2008 10-K.

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17

Discounted Cash Flow – PAS

Perpetuity Growth Methodology Impl. PV of Impl. PV of Implied PV of Terminal Value at

Discount Cash Flows Cash Flows Perpetuity Growth Rate Implied Enterprise Value

(1)

Rate 2009-2012 2013-2018 1.00% 1.50% 2.00% 1.00% 1.50% 2.00%

7.50% $896 $1,463 $3,570 $3,887 $4,261 $5,929 $6,246 $6,620

7.75% 892 1,442 3,367 3,654 3,992 5,701 5,988 6,326

8.00% 889 1,420 + 3,180 3,441 3,746 = 5,489 5,750 6,055

8.25% 885 1,399 3,007 3,246 3,522 5,291 5,530 5,807

8.50% 882 1,379 2,847 3,065 3,317 5,107 5,326 5,578

Discount Implied Equity Value per Share Implied Terminal EBITDA Multiple Rate Net Debt Pensions (2) 1.00% 1.50% 2.00% 1.00% 1.50% 2.00%

7.50% $2,432 $65 $26.85 $29.31 $32.22 6.5x 7.1x 7.8x

7.75% 2,432 65 25.08 27.31 29.93 6.3 6.8 7.5

8.00% 2,432 65 23.43 25.46 27.83 6.1 6.6 7.2

8.25% 2,432 65 21.90 23.75 25.90 5.9 6.3 6.9

8.50% 2,432 65 20.47 22.16 24.12 5.7 6.1 6.6

Note: Dollars in millions, except per share data. Discounted to June 2009 using mid-year convention. Analysis uses PepsiCo management projections from 2009 – 2018.

(1) Assumes growth rate of 5.0% applied to adjusted 2012E free cash flow, per PepsiCo management. Free cash flow adjusted such that capital expenditures are equal to depreciation and amortization. 18 (2) Amount by which pension is underfunded, per 2008 10-K.

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Discounted Cash Flow – $300 Million of Synergies

Based on PepsiCo management estimates

Perpetuity Growth Methodology

Implied PV of Implied PV of Terminal Value at

Discount Cash Flows Perpetuity Growth Rate Implied Equity Value of Synergies

Rate 2010-2012 1.00% 1.50% 2.00% 1.00% 1.50% 2.00%

7.00% $106 + $2,693 $2,953 $3,264 = $2,799 $3,059 $3,370

7.25% 105 2,567 2,805 3,087 2,672 2,909 3,192

7.50% 104 2,452 2,669 2,926 2,555 2,773 3,030

7.75% 102 2,344 2,544 2,779 2,447 2,647 2,882

8.00% 101 2,245 2,430 2,645 2,346 2,531 2,746

8.25% 100 2,153 2,323 2,522 2,252 2,423 2,622

8.50% 99 2,066 2,225 2,408 2,165 2,324 2,507

Source: PepsiCo management.

Note: Dollars in millions. Assumes $300 million of run-rate synergies. Analysis also includes an incremental $70mm in integration cash costs in 2010.

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Acquisition Comparables

Date Enterprise EV / LTM Announced Target Acquiror Value ($mm) Revenue EBITDA

Nov-08 Coca-Cola Amatil Lion Nathan(1) $6,094 2.35x 10.9x Nov-07 Sandora (Ukraine) PepsiCo / PepsiAmericas 679 2.55 NA Jun-07 Panamco (Colombia) Coca-Cola Femsa 3,594 1.43 7.7 Apr-06 Dr Pepper/Seven Up Bottling Group (55%) Cadbury 1,458 0.73 7.1 Oct-02 Pepsi-Gemex Pepsi Bottling Group 1,252 0.96 6.3 Apr-01 Hondo, Herbco Enterprises Coca-Cola Enterprises 1,300 1.42 10.7 Feb-01 Coca-Cola Bottlers Philippines San Miguel / Coca-Cola 1,243 1.98 7.3 Aug-00 PepsiAmericas Whitman 662 1.09 11.8 Oct-99 Coca-Cola Beverages Plc Hellenic Bottling 2,145 1.23 14.5 Sep-99 Dr Pepper Bottling of Texas Cadbury Schweppes / Carlyle Group 691 0.97 8.1 Sep-99 JSC Lebedyansky (Russia) PepsiCo / Pepsi Bottling Group 2,062 2.23 13.4

Mean 1.54x 9.8x Median 1.42 9.4

Source: Capital IQ, Company filings and press releases, FactSet and Wall Street research.

(1) Lion Nathan withdrew proposal on 2/9/09.

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Precedent Squeezeout Premiums

Transactions announced since January 1, 2004 with U.S. targets and transaction values over $250 million

Final Offer Premium

Ann. Deal Initial Prior to Annoucement Consid. Date Acquiror Target Value Own. 1-Day 1-Week 1-Month Mix

04/27/09 Atlas America Atlas Energy Resources $1,289 46.9% 0.3%(1) 7.5%(1) 32.3%(1) Stock 08/12/08 Mitsubishi UFJ Financial Group UnionBanCal 3,511 65.4% 26.3% 28.6% 80.4% Cash 07/21/08 Roche Holding Genentech 46,763 54.4% 16.1% 26.0% 27.1% Cash 03/10/08 Nationwide Mutual Insurance Nationwide Financial Services 2,204 66.3% 37.8% 28.7% 24.3% Cash Macquarie Infrastructure Partners; 10/23/07 Waste Industries USA 263 51.0% 33.5% 40.9% 32.8% Cash Goldman Sachs 07/17/07 Alfa Mutual Insurance Alfa 811 54.8% 44.7% 44.9% 29.8% Cash 01/24/07 American International Group 21st Century Insurance Group 758 60.8% 34.6% 31.2% 24.9% Cash 11/20/06 TD Bank Financial Group TD Banknorth 3,006 58.0% 6.5% 8.4% 9.1% Cash 10/09/06 VNU NetRatings 327 60.5% 44.1% 45.0% 45.1% Cash 09/14/06 Harbinger Capital Partners Applica 261 40.1% 138.4% 129.8% 81.7% Cash 02/06/06 Lafarge Lafarge North America 3,293 53.2% 33.1% 33.6% 40.9% Cash 11/22/05 Nestle Dreyer’s Grand Ice Cream Holdings 2,595 67.0% 0.7%(2) 0.7%(2) 1.1%(2) Cash 09/12/05 Wachovia WFS Financial 486 84.0% 13.8%(3) 11.5%(3) 24.7%(3) Stock 09/01/05 Novartis Chiron 4,988 44.0% 31.7% 35.9% 31.5% Cash 09/01/05 Seven-Eleven Japan 7-Eleven 1,147 72.7% 32.3% 31.0% 10.3% Cash 02/21/05 Novartis Eon Labs 989 65.4% 11.0%(4) 7.8%(4) 42.9%(4) Cash 01/27/05 Danisco Genencor International 261 84.0% 22.3%(5) 18.7%(5) 19.9%(5) Cash 01/18/05 Liberty Media International UnitedGlobalCom 3,480 53.0% (2.0%) 2.1% 0.5% Cash/Stock 01/10/05 News Corp Fox Entertainment Group 6,039 82.1% 20.0% 19.5% 23.6% Stock 08/02/04 Cox Enterprises Cox Communications 7,700 62.0% 26.0% 24.6% 25.2% Cash

Max $46,763 138.4% 129.8% 81.7% Mean 4,509 28.6% 28.8% 30.4% Min 261 (2.0%) 0.7% 0.5%

Memo:

04/20/2009 PepsiCo PepsiAmericas $6,076 (6) 43.4% 44.6% 79.6% (7) 43.0% Stock 04/20/2009 PepsiCo Pepsi Bottling Group 14,813 (6) 44.8% 36.2% 71.0% Cash/Stock 33.1% Source: Dealogic.

Note: Dollars in millions.

(1) Transaction pending. Premium based on initial offer price.

(2) Dreyers shareholders had the right to sell at $83.10 in 2006 and Nestle had the right to buy at $88 in 2007.

(3) Wachovia purchased Westcorp (owns 84% of WFS Financial) and the remaining 16% outstanding shares from the public on the same day. (4) Novartis purchased Eon (owns 65.4% of Santo Holding) and the remaining 34.6% outstanding shares from the public on the same day. (5) Danisco purchased the remaining 58% stake in Genencor (42% from Eastman Chemical and 16% from the public) on the same day.

21 (6) Represents PepsiCo ownership in PBG and PAS as of 4/17/2009 as disclosed in 2008 10-K’s.

(7) Stock transaction with a cash election of up to 50% of total consideration.

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Implied Pro Forma Analysis

Key Transaction Assumptions

?? $36.50 per share for PBG

Price

?? $28.50 per share for PAS

?? Acquisition of PBG only – 50% cash / 50% stock consideration ?? Acquisition of PAS only – 100% stock consideration

Transaction

?? Acquisition of PAS only – 50% cash / 50% stock consideration Scenarios / Acquisition of

Consideration ?? both PBG & PAS – 50% cash / 50% stock consideration for PBG, 100% stock consideration for PAS

?? Acquisition of both PBG & PAS – 50% cash / 50% stock consideration for both PBG & PAS

Standalone

?? PepsiCo, PBG and PAS projections based on PepsiCo management estimates

Projections

?? $300 million of run-rate cost synergies phased in over three years based on PepsiCo management estimates

Synergies

?? Costs to achieve synergies and other dis-synergies based on PepsiCo management estimates

?? Synergies allocated 70% to PBG and 30% to PAS where applicable, per PepsiCo management guidance

Purchase ?? 10% of excess purchase price allocated to amortizable intangibles Accounting ?? 15-year amortization period

?? New debt financing at illustrative interest rate of 6.00% ?? Illustrative transaction closing date of December 31, 2009

Other $2 billion “catch-up” buyback in 2010 to compensate for suspended 2H 2009 share repurchases ?? Additional as a result of the proposed transaction

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Implied Impact to PepsiCo: Acquisition of PBG Only, PAS Only and PBG & PAS Together

Pro Forma – PBG Only(1) Pro Forma – PAS Only(1) Pro Forma – PBG and PAS 50% Cash/50% Stock PBG;

50% Cash/50% Stock 100% Stock 50% Cash/50% Stock 50% Cash/50% Stock for Both 100% Stock PAS

PBG Offer Price per Share $36.50—- $36.50 $36.50

PBG Implied Prem. To Current 7.5%—- 7.5% 7.5%

PBG Implied Prem. To Unaffected 44.8%—- 44.8% 44.8%

PAS Implied Offer Price per Share—$28.50 $28.50 $28.50 $28.50

PAS Implied Prem. To Current—6.4% 6.4% 6.4% 6.4%

PAS Implied Prem. To Unaffected—43.4% 43.4% 43.4% 43.4%

2010E ($0.01) ($0.02) $0.00 $0.01 $0.03

EPS Accretion / (Dilution)—$ 2011E $0.05 $0.02 $0.04 $0.08 $0.11

2012E $0.08 $0.02 $0.05 $0.12 $0.15

Source: PepsiCo management.

Note: Assumes 6.0% cost of debt, transaction closes 12/31/09. Assumes $300mm of gross synergies. Assumes PepsiCo resumes $2bn buyback from 2009 in 2010.

(1) Allocation of 70% and 30% of the $300mm of gross synergies to PBG and PAS, respectively, per PepsiCo management guidance. Allocation of one-time costs, dis-synergies, and investment spending also allocated based on PepsiCo management.

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APPENDIX

Additional PepsiCo Material

PepsiCo Relative Stock Price Performance

PepsiCo’s Closing Stock Price Price High Mean Low Perf.

130% 3 Months $57.28 $53.61 $49.10 14.0%

6 Months 57.28 52.02 45.81 13.2%

1 Year 73.23 55.99 45.81 (14.8%) 120%

2 Years 79.57 63.27 45.81 (14.6%) 110%

100%

Peers

(6.5%)

90%

PepsiCo (14.6%)

80%

70%

60%

7/07 1/08 7/08 1/09 7/09 PepsiCo Peers(1)

Note: As of July 31, 2009. 27 (1) Peers include Campbell, Coca-Cola, ConAgra, Danone, General Mills, Heinz, Hershey, Kellogg, Kraft, Nestlé, Sara Lee and Unilever.

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PepsiCo Trading Multiples vs. Peer Group

NTM P/E CY2009E EV/EBITDA

Hershey 18.4x Coca-Cola 12.1x Coca-Cola 15.6x Hershey 11.0x PepsiCo 14.6x Danone 10.6x Danone 14.6x Kellogg 10.2x

Kellogg 14.3x PepsiCo 10.2x Unilever 14.1x Kraft 9.9x Nestlé 14.1x H.J. Heinz 9.6x

H.J. Heinz 14.0x Unilever 9.1x Kraft 14.0x General Mills 9.1x General Mills 13.7x Campbell Soup 8.7x Campbell Soup 13.4x Nestlé 8.6x ConAgra 11.8x ConAgra 7.6x

Sara Lee 11.4x Sara Lee 6.6x

Mean: 14.1x(1) Mean: 9.4x(1)

Source: Company filings, FactSet and Wall Street research.

Note: PepsiCo data represents Street estimates. 28 (1) Mean excludes PepsiCo.

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PepsiCo Analyst Perspective

PepsiCo

Hold 11%

Price 2009E Date Broker Name Rec. Target EPS

Analyst 7/23/09 Davenport Buy $70.00 $3.75 Recommendations 7/23/09 Janney Buy 64.00 3.69 7/22/09 Stifel Nicolaus Buy 64.00 3.69 7/22/09 Barclays Buy 63.00 3.65 7/23/09 Deutsche Bank Buy 62.00 3.75 89% 7/22/09 UBS Buy 62.00 3.76 Buy 7/22/09 JPMorgan Buy 62.00 3.68

9 Analysts 7/23/09 Credit Suisse Buy 60.00 3.66 7/23/09 Gabelli Hold NA 3.70

$70.00 7/22/09 Goldman Sachs NA NA 3.72

$56.75 $63.38

$60.00

(7/31/09) High $70.00 $3.76 Mean 63.38 3.71 Low 60.00 3.65 Analyst Price Targets

High Mean Low

Mean: +12% vs. 7/31/09

29 Source: Wall Street research.

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Additional Materials

Board of Directors and Key Management

PBG PAS

Board Board Name Position Director Since Name Position Director Since

Chairman and Chief

Chairman, Chief Robert C. Pohlad 2000 Executive Officer Eric J. Foss Executive Officer and 2006 President Herbert M. Baum Director 1995 Richard G. Cline Director 1987 Linda G. Alvarado Independent Director 1999 Michael J. Corliss Director 2006 Lead Independent Barry H. Beracha 1999 Pierre S. du Pont Director 1990 Director Archie R. Dykes Lead Director 1985 John C. Compton Director 2008 Ira D. Hall Independent Director 2003 Jarobin Gilbert Jr. Director 1994 James R. Kackley Director 2004 Susan D. Kronick Independent Director 1999 Matthew M. Director 2001 Blythe J. McGarvie Independent Director 2002 McKenna John A. Quelch Independent Director 2005 Deborah Powell Director 2006 Javier G. Teruel Independent Director 2007 Cynthia M. Trudell Director 2008

Management Management Name Position With PBG Since Name Position With PAS Since

Chairman and Chief Robert C. Pohlad Chairman and CEO 1998 Eric J. Foss 1982 Executive Officer Kenneth E. Kaiser President and COO 2002 President PBG North CFO and Executive Robert C. King 1989 Alexander H. Ware 2003 America Vice President Yiannis Petrides President, PBG Europe 1987 Senior VP and Tim Gorman 1984 Controller Brent J. Franks President, PBG Mexico 1982 G. Michael Durkin, Jr. Executive VP, U.S. 1981 Senior Vice President and Executive VP, Alfred H. Drewes 1982 Chief Financial Officer James R. Rogers 2000 International Senior Vice President and Eric Llopis 2008 Chief Strategy Officer

Source: Public information.

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