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): April 26, 2006

PepsiCo, Inc.

North Carolina

1-1183 (Commission File Number)		13-1584302 (IRS Employer Identification No.)

700 Anderson Hill Road, Purchase, New York 10577

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

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 Communication 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 contained in this Item 2.02, including the exhibit 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. The information in this Item 2.02 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., dated April 26, 2006, reporting PepsiCo, Inc.’s financial results for the 12 weeks ended March 25, 2006.

Item 9.01. Financial Statements and Exhibits.

     (c) Exhibits

99.1

Press Release issued by PepsiCo, Inc., dated April 26, 2006.

PepsiCo, Inc. and Subsidiaries
Condensed Consolidated Statement of Income
(in millions except per share amounts)

		12 Weeks Ended
		3/25/06				3/19/05
		(unaudited)
Net Revenue		$	7,205			$	6,585
Cost and Expenses
Cost of sales			3,179				2,870
Selling, general and administrative expenses			2,647				2,439
Amortization of intangible assets			31				29
Operating Profit			1,348				1,247
Bottling Equity Income			84				65
Interest Expense			(62	)			(50	)
Interest Income			45				23
Income before Income Taxes			1,415				1,285
Provision for Income Taxes			396				373
Net Income		$	1,019			$	912
Diluted
Net Income Per Common Share		$	0.60			$	0.53
Average Shares Outstanding			1,695				1,713

PepsiCo, Inc. and Subsidiaries
Supplemental Financial Information
(in millions)

		12 Weeks Ended
		3/25/06				3/19/05
		(unaudited)
Net Revenue
Frito-Lay North America		$	2,393			$	2,263
PepsiCo Beverages North America			1,991				1,784
PepsiCo International			2,378				2,121
Quaker Foods North America			443				417
Total Net Revenue		$	7,205			$	6,585
Operating Profit
Frito-Lay North America		$	569			$	539
PepsiCo Beverages North America			428				415
PepsiCo International			371				307
Quaker Foods North America			151				145
Division Operating Profit			1,519				1,406
Corporate			(171	)			(159	)
Total Operating Profit		$	1,348			$	1,247

PepsiCo, Inc. and Subsidiaries
Condensed Consolidated Statement of Cash Flows
(in millions)

		12 Weeks Ended
		3/25/06				3/19/05
		(unaudited)
Operating Activities
Net income		$	1,019			$	912
Depreciation and amortization			286				282
Stock-based compensation expense			67				77
Excess tax benefits from share-based payment arrangements			(34	)			—
Cash payments for merger-related costs and other restructuring charges			—				(14	)
Pension and retiree medical plan contributions			(28	)			(48	)
Pension and retiree medical plan expenses			123				102
Bottling equity income, net of dividends			(70	)			(51	)
Deferred income taxes and other tax charges and credits			20				51
Change in accounts and notes receivable			(347	)			(237	)
Change in inventories			(179	)			(93	)
Change in prepaid expenses and other current assets			(39	)			3
Change in accounts payable and other current liabilities			(441	)			(522	)
Change in income taxes payable			(140	)			233
Other, net			9				54
Net Cash Provided by Operating Activities			246				749
Investing Activities
Snack Ventures Europe (SVE) minority interest acquisition			—				(750	)
Capital spending			(289	)			(181	)
Sales of property, plant and equipment			6				25
Other acquisitions and investments in noncontrolled affiliates			(275	)			(41	)
Cash proceeds from sale of The Pepsi Bottling Group (PBG) stock			85				47
Short-term investments, net			800				(528	)
Net Cash Provided by/(Used for) Investing Activities			327				(1,428	)
Financing Activities
Proceeds from issuances of long-term debt			—				13
Payments of long-term debt			(22	)			(3	)
Short-term borrowings, net			(691	)			733
Cash dividends paid			(432	)			(387	)
Share repurchases – common			(660	)			(494	)
Share repurchases – preferred			(2	)			(6	)
Proceeds from exercises of stock options			436				233
Excess tax benefits from share-based payment arrangements			34				—
Net Cash (Used for)/Provided by Financing Activities			(1,337	)			89
Effect of Exchange Rate Changes on Cash and Cash Equivalents			4				(9	)
Net Decrease in Cash and Cash Equivalents			(760	)			(599	)
Cash and Cash Equivalents – Beginning of year			1,716				1,280
Cash and Cash Equivalents – End of period		$	956			$	681

PepsiCo, Inc. and Subsidiaries
Condensed Consolidated Balance Sheet
(in millions)

		3/25/06				12/31/05
		(unaudited)
Assets
Current Assets
Cash and cash equivalents		$	956			$	1,716
Short-term investments			2,373				3,166
Accounts and notes receivable, net			3,634				3,261
Inventories
Raw materials			764				738
Work-in-process			159				112
Finished goods			958				843
			1,881				1,693
Prepaid expenses and other current assets			658				618
Total Current Assets			9,502				10,454
Property, plant and equipment, net			8,754				8,681
Amortizable intangible assets, net			503				530
Goodwill			4,100				4,088
Other nonamortizable intangible assets			1,098				1,086
Nonamortizable Intangible Assets			5,198				5,174
Investments in noncontrolled affiliates			3,506				3,485
Other assets			3,531				3,403
Total Assets		$	30,994			$	31,727
Liabilities and Shareholders’ Equity
Current Liabilities
Short-term obligations		$	2,214			$	2,889
Accounts payable and other current liabilities			5,587				5,971
Income taxes payable			359				546
Total Current Liabilities			8,160				9,406
Long-term debt obligations			2,288				2,313
Other liabilities			4,427				4,323
Deferred income taxes			1,378				1,434
Total Liabilities			16,253				17,476
Commitments and Contingencies
Preferred stock, no par value			41				41
Repurchased preferred stock			(112	)			(110	)
Common Shareholders’ Equity
Common stock			30				30
Capital in excess of par value			567				614
Retained earnings			21,702				21,116
Accumulated other comprehensive loss			(989	)			(1,053	)
			21,310				20,707
Less: Repurchased common stock			(6,498	)			(6,387	)
Total Common Shareholders’ Equity			14,812				14,320
Total Liabilities and Shareholders’ Equity		$	30,994			$	31,727

PepsiCo, Inc. and Subsidiaries
Supplemental Share and Option Data
(in millions of shares, except average share and exercise prices, and unaudited)

		12 Weeks Ended
		3/25/06				3/19/05
Beginning Net Shares Outstanding			1,656				1,679
Options Exercised			12				7
Shares Repurchased			(12	)			(9	)
Ending Net Shares Outstanding			1,656				1,677
Weighted Average Basic			1,656				1,678
Dilutive securities:
Options			33				31
Restricted Stock Units			4				2
ESOP Convertible Preferred Stock/Other			2				2
Weighted Average Diluted			1,695				1,713
Average Share Price for the period		$	58.79			$	53.46
Growth Versus Prior Year			10	%			9	%
Options Outstanding			150				178
Options in the Money			150				166
Dilutive Shares from Options			33				31
Dilutive Shares from Options as a % of Options in the Money			22	%			19	%
Average Exercise Price of Options in the Money		$	43.55			$	40.31

Reconciliation of GAAP and Non-GAAP Information
(unaudited)

Operating Profit Growth Reconciliation

		Quarter
		Ended
		3/25/06
Total operating profit growth			8.1%
Impact of Corporate unallocated.			(0.1)
Division operating profit growth			8.0%

Division operating profit and division operating profit growth are not measures defined by generally accepted accounting principles (GAAP). However, we believe investors should consider these measures as they are consistent with how management evaluates our operational results and trends.

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.

INDEX TO EXHIBITS

Exhibit Number		Description
99.1		Press Release issued by PepsiCo, Inc., dated April 26, 2006.