Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Effective as of September 18, 2009, the board of directors of PepsiCo, Inc. (the "Company") approved certain amendments to Article VIII of the Company's By-Laws to clarify that the Company may issue shares in uncertificated form and may accept for transfer, shares issued in uncertificated form.
The foregoing description of the amendment to the Company's By-Laws does not purport to be complete and is qualified in its entirety by the full text of the Company's By-Laws, as amended effective September 18, 2009, a copy of which is attached hereto as Exhibit 3.2 to this Current Report on Form 8-K and incorporated by reference herein.
Item 8.01. Other Events.
Pursuant to Rule 3-10 of Regulation S-X under the Securities Exchange Act of 1934, as amended, the Company hereby incorporates by reference in this Current Report on Form 8-K the Bottling Group, LLC ("Bottling Group") consolidated financial statements, notes thereto and the Report of Independent Registered Public Accounting Firm included in Exhibit 99.1 to Bottling Group's Current Report on Form 8-K filed with the Securities and Exchange Commission ("SEC") on September 16, 2009 and any amendments to such statements filed with the SEC. Such financial statements of Bottling Group are incorporated by reference in this Current Report on Form 8-K as required by the SEC as a result of the Company's guarantee of up to $1,300,000,000 aggregate principal amount of Bottling Group's 6.95% Senior Notes due 2014 (the "Bottling Group Notes"), which guarantee was registered under the Securities Act of 1933, as amended. The Bottling Group Notes were issued on October 24, 2008.
Such financial statements were prepared by the management of Bottling Group and were subject to Bottling Group's internal controls, including Bottling Group's internal control over financial reporting. The Company did not have any responsibility for the preparation of, and has not independently reviewed, these financial statements and they were not subject to the Company's internal controls, including its internal control over financial reporting. These financial statements should be viewed accordingly. Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
3.2 By-Laws of PepsiCo, Inc., as amended on September 18, 2009.

23 Consent of Deloitte & Touche LLP.

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