What is the main purpose of the bylaw amendment?

The primary purpose of the bylaw amendment is to formally allow PepsiCo, Inc. to issue shares in uncertificated form and to accept transfers of such shares. This is a standard update to reflect modern practices in share management and does not fundamentally alter ownership rights for existing shareholders.

Why are Bottling Group, LLC's financial statements being included in PepsiCo's filing?

PepsiCo's filing incorporates Bottling Group, LLC's financial statements because PepsiCo has guaranteed a significant amount ($1.3 billion) of Bottling Group's senior notes. This guarantee creates a financial obligation for PepsiCo, and investors need to see the financial health of Bottling Group to understand the associated risk.

What is the significance of PepsiCo not having direct responsibility for Bottling Group's financial statements?

This means that while PepsiCo has a financial guarantee in place, it did not prepare or directly oversee the preparation of Bottling Group's financial statements. These statements are subject to Bottling Group's own internal controls. Investors should consider this distinction when assessing the financial information, as it implies a level of separation in the reporting and control processes.

PEP 8-K: Corporate Changes

Summary

PepsiCo, Inc. (PEP) filed a Current Report (8-K) on September 18, 2009, primarily detailing amendments to its corporate bylaws and incorporating financial statements related to its subsidiary, Bottling Group, LLC. The bylaw amendments, effective September 18, 2009, clarify PepsiCo's ability to issue and transfer shares in an uncertificated form. This is a procedural update aimed at modernizing share management practices. The more significant aspect for investors relates to the incorporation by reference of the consolidated financial statements for Bottling Group, LLC. These statements are included due to PepsiCo's guarantee of up to $1.3 billion in principal amount of Bottling Group's 6.95% Senior Notes due 2014. Investors should note that these financial statements were prepared by Bottling Group management and were not subject to PepsiCo's internal controls or direct review, meaning they should be interpreted with this context.

Key Highlights

1PepsiCo amended its bylaws to allow for the issuance and transfer of uncertificated shares.
2The bylaw amendments are effective as of September 18, 2009.
3Financial statements of Bottling Group, LLC are incorporated by reference into this filing.
4The incorporation is necessitated by PepsiCo's guarantee of Bottling Group's 6.95% Senior Notes due 2014, up to $1.3 billion.
5Investors should be aware that the incorporated financial statements are prepared by Bottling Group's management and are not subject to PepsiCo's direct review or internal controls.

PEPSICO INC 8-K Report, Bylaw Amendment (Sep 18, 2009)

Summary

Key Highlights

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