Form 8-K










Pursuant To Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): February 14, 2013

PepsiCo, Inc.

(Exact Name of Registrant as Specified in Charter)


North Carolina   1-1183   13-1584302

(State or other Jurisdiction

of Incorporation)



File Number)


(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


(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 2.02. Results of Operations and Financial Condition.

The information in this Item 2.02, including Exhibit 99.1 attached hereto, is being furnished 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 and 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.

Attached as Exhibit 99.1 and incorporated by reference into this Item 2.02 is a copy of the press release issued by PepsiCo, Inc. (“PepsiCo”), dated February 14, 2013, reporting PepsiCo’s financial results for the 16 and 52 weeks ended December 29, 2012.

Item 8.01. Other Events

PepsiCo announced today that it will raise the annualized dividend payable on its common stock, effective with the dividend payable in June 2013, by 5.6 percent to $2.27 per share.

PepsiCo also announced today that it has authorized a new share repurchase program providing for the repurchase of up to $10 billion of its common stock from July 1, 2013 through June 30, 2016, which will succeed the current repurchase program that expires on June 30, 2013.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits


99.1 Press Release issued by PepsiCo, Inc., dated February 14, 2013.


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.


Date: February 14, 2013   By:  

/s/ Kelly Mahon Tullier

  Name:   Kelly Mahon Tullier
  Title:   Senior Vice President, Deputy General Counsel



99.1    Press Release issued by PepsiCo, Inc., dated February 14, 2013.