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): May 3, 2006

PepsiCo, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

North Carolina	1-1183	13-1584302
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
700 Anderson Hill Road, Purchase, New York		10577
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

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

Not Applicable
______________________________________________
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:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure.

The information, including the exhibit attached hereto, 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.

The information in Exhibit 99.1 is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

99.1 Press Release issued by PepsiCo, Inc. dated May 3, 2006.

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.
May 3, 2006	By:	Robert E. Cox
		Name: Robert E. Cox
		Title: Vice President, Deputy General Counsel and Assistant Secretary

Exhibit Index

Exhibit No.	Description
99.1	Press Release issued by PepsiCo, Inc., dated May 3, 2006.

EX-99.1

PepsiCo Increases Dividend and Announces $8.5 Billion Share Repurchase Program

Plano, Texas, May 3 – The PepsiCo Board of Directors declared a quarterly dividend of $0.30 per share on PepsiCo common stock. The amount reflects a 15% per share increase in the annual dividend, raising it to $1.20 from $1.04. This is the 34^th consecutive increase in the annual dividend since 1972. The dividend is payable June 30, 2006 to shareholders of record on June 9, 2006.

The Board of Directors also approved a plan to repurchase up to $8.5 billion of common stock over three years. The newly authorized plan will commence upon completion of the Company’s existing $7 billion share repurchase program. The current program was authorized in 2004 and is expected to be completed by mid-2006. The Company anticipates repurchasing approximately $3 billion of common stock in 2006.

The Company has returned over $13 billion to shareholders since 2003 in the form of dividends and share repurchases, and cited today’s actions as supporting its objective to provide attractive cash returns to shareholders.

PepsiCo is one of the world’s largest food and beverage companies with annual revenues of $32 billion. Its principal businesses include: Frito-Lay snacks, Pepsi-Cola beverages, Gatorade sports drinks, Tropicana juices and Quaker foods. Its portfolio includes 17 brands that each generate $1 billion or more in annual retail sales.

Cautionary Statements

This release contains statements concerning PepsiCo’s expectations for future performance. Any such forward-looking statements are inherently speculative and are based on currently available information, operating plans and projections about future events and trends. As such, they are subject to numerous risks and uncertainties. Actual results and performance may be significantly different from expectations. The Company undertakes no obligation to update any such forward-looking statements. Please see the Company’s filings with the Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K, for a discussion of specific risks that may affect performance.