8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant To Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported): November 20, 2008

PepsiCo, Inc.

(Exact name of registrant as specified in charter)

North Carolina
(State or other jurisdiction of incorporation) 1-1183
(Commission File Number) 13-1584302
(IRS Employer Identification No.)

700 Anderson Hill Road
Purchase, New York 10577
(Address of principal executive offices)

Registrant’s telephone number, including area code: (914) 253-2000

N/A
(Former name or former address, if changed since last report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

EX-99.1: PRESS RELEASE

Item 7.01. Regulation FD Disclosure.

The information in this Current Report is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, except as otherwise expressly stated in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1 Press Release issued by PepsiCo, Inc. dated November 20, 2008.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PEPSICO, INC.
Date: November 20, 2008	By: Name:	/s/ Thomas H. Tamoney, Jr. Thomas H. Tamoney, Jr.
	Title:	Senior Vice President, Deputy General
		Counsel and Assistant Secretary

INDEX TO EXHIBITS

Exhibit Number	Description
99.1	Press Release issued by PepsiCo, Inc. dated November 20, 2008.

EX-99.1

Exhibit 99.1

PepsiCo to Reaffirm Full-Year 2008 Core EPS Guidance

Purchase, N.Y., November 20, 2008 — During comments today at the Morgan Stanley Global Consumer and Retail Conference, PepsiCo will discuss its North American beverage innovation plans for 2009 and reaffirm its previously announced full-year 2008 core EPS guidance.

PepsiCo’s full-year 2008 core EPS guidance excludes commodity mark-to-market impact, Productivity for Growth costs and PepsiCo’s share of The Pepsi Bottling Group’s (PBG) restructuring initiative and impairment charge announced by PBG on November 18, 2008.

PBG’s restructuring initiative and impairment charge is expected to have a $0.07 per share adverse impact on PepsiCo’s full-year 2008 reported EPS but, as noted above, will not impact PepsiCo’s full-year 2008 core EPS results.

About PepsiCo

PepsiCo is one of the world’s largest food and beverage companies, with 2007 annual revenues of more than $39 billion. The company employs approximately 185,000 people worldwide, and its products are sold in approximately 200 countries. Its principal businesses include: Frito-Lay snacks, Pepsi-Cola beverages, Gatorade sports drinks, Tropicana juices and Quaker foods. The PepsiCo portfolio includes 18 brands that generate $1 billion or more each in annual retail sales. PepsiCo’s commitment to sustainable growth, defined as Performance with Purpose, is focused on generating healthy financial returns while giving back to communities the company serves. This includes meeting consumer needs for a spectrum of convenient foods and beverages, reducing the company’s impact on the environment through water, energy and packaging initiatives, and supporting its employees through a diverse and inclusive culture that recruits and retains world-class talent. PepsiCo is listed on the Dow Jones Sustainability North America Index and the Dow Jones Sustainability World Index. For more information, please visit www.pepsico.com.

Non-GAAP Disclosure

Core EPS is not a measure defined by generally accepted accounting principles. However, PepsiCo believes investors should consider this measure as it is more indicative of its ongoing performance and how management evaluates its results and trends. PepsiCo is not able to predict its 2008 projected diluted EPS including the impact of the mark-to-market gains or losses on commodity hedges due to the unpredictability of future changes in commodity prices. Therefore, PepsiCo is unable to provide its 2008 projected diluted EPS including the impact of mark-to-market net losses or gains on commodity hedges recognized in corporate unallocated expenses.

Miscellaneous Disclosure

A live webcast of the PepsiCo presentation will be accessible through the company’s website at www.pepsico.com under Investors/PepsiCo Financial Press Releases. The webcast will be available for replay at the same site for a period of 14 days.

Cautionary Statement

This release contains statements concerning PepsiCo’s expectations for future performance, including our 2008 guidance. These “forward-looking statements” are based on currently available information, operating plans and projections about future events and trends. They inherently involve risks and uncertainties that could cause actual results to differ materially from those predicted in such forward-looking statements. Such risks and uncertainties include, but are not limited to: changes in demand for our products, as a result of shifts in consumer preferences or otherwise; our ability to maintain our reputation; our ability to build and sustain our information technology infrastructure, successfully implement our business process transformation initiative or outsource certain functions effectively; fluctuations in the cost and availability of raw materials;

our ability to compete effectively; disruption of our supply chain; trade consolidation, the loss of any key customer, or failure to maintain good relationships with our bottling partners; changes in the legal or regulatory environment; our ability to hire or retain key employees; unfavorable economic, environmental or political conditions in the countries where we operate; market risks arising from changes in commodity prices, foreign exchange rates and interest rates; and risks that benefits from our Productivity for Growth Initiative may not be achieved or may take longer to achieve than expected or may cost more than currently anticipated. For additional information on these and other factors that could cause our actual results to materially differ from those set forth herein, please see our filings with the Securities and Exchange Commission, including our most recent annual report on Form 10-K and subsequent reports on Forms 10-Q and 8-K. Investors are cautioned not to place undue reliance on any such forward-looking statements, which speak only as of the date they are made. PepsiCo undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.