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 2, 2007

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.

(d) Exhibits

99.1 Press Release issued by PepsiCo, Inc. dated May 2, 2007.

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 2, 2007	By:	/s/ Thomas H. Tamoney, Jr.
		Name: Thomas H. Tamoney, Jr.
		Title: Vice President, Deputy General Counsel and Assistant Secretary

Exhibit Index

Exhibit No.	Description
99.1	Press Release issued by PepsiCo, Inc., dated May 2, 2007.

EX-99.1

Exhibit 99.1

PepsiCo Announces 25% Dividend Increase and Raises Share Repurchase Target;
Nooyi Assumes Chairman Title, as Previously Announced

PLANO, TX. – May 2, 2007 – The PepsiCo Board of Directors approved a plan to increase cash returns to shareholders by raising both the Company’s targeted dividend payout rate and its share repurchase authorization amount.

Indra Nooyi, PepsiCo’s Chairman and CEO said, “The plans reflect our continued confidence in the growth of our business and our steadfast commitment to providing strong cash returns to our shareholders.”

The Company increased its dividend payout target to 50% of prior year’s earnings, beginning with its May dividend declaration. As a result of today’s action, the Company announced a 25% increase in the annual dividend, raising it to $1.50 per share from $1.20 per share. This is the 35^th consecutive increase in the annual dividend since 1972. The dividend is payable on June 29, 2007 to shareholders of record on June 8, 2007.

The Board of Directors also approved a higher level of share repurchases. The Board authorized repurchasing up to an additional $8 billion through mid-2010, once the current share repurchase authorization is complete. The current $8.5 billion authorization began in 2006 and has approximately $6 billion remaining.

The Company indicated it expects share repurchases of $4.3 billion in 2007, an upward revision from its previous guidance of $3.3 billion, and annual share repurchases of $4 billion to $5 billion over the next several years.

Also, as previously announced in February, the company’s Chairman of the Board, Steve Reinemund, retires today, and PepsiCo CEO Indra K. Nooyi assumes the title of Chairman. She assumed her role as CEO in October 2006, and today becomes the fifth Chairman and Chief Executive Officer in PepsiCo’s 42-year history, following Reinemund (2001-2006), Roger A. Enrico (1996-2001), Wayne D. Calloway (1986-1996) and Donald M. Kendall (1971-1986). Herman W. Lay served as PepsiCo’s first Chairman (1965-1971), while Kendall served as CEO.

About PepsiCo

PepsiCo is one of the world’s largest food and beverage companies with annual revenues of more than $35 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 generate $1 billion or more each in annual retail sales.

Cautionary Statement

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 filing 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.

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