##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 Form 10-Q
 
    
 001-15019
 PEPSIAMERICAS, INC.
  Delaware
    
    13-6167838(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification Number)4000 RBC Plaza, 60 South Sixth StreetMinneapolis, Minnesota
    
    55402(Address of principal executive offices)
    
    (Zip Code)
 (Registrants telephone number, including area code)
      Large accelerated filer
    
    /x/
    
    Accelerated filer
    
    /  /Non-accelerated filer
    
    /  /
    
    Smaller reporting company
    
    /  /(Do not check if a smaller reporting company)




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PEPSIAMERICAS, INC.
FORM 10-QFIRST QUARTER 2009
 TABLE OF CONTENTS
 PagePART I
    
    FINANCIAL INFORMATIONItem 1.
    
    Financial StatementsCondensed Consolidated Statements of Income
    
    
    2Condensed Consolidated Balance Sheets
    
    
    3Condensed Consolidated Statements of Cash Flows
    
    
    4Condensed Consolidated Statements of Shareholders Equity
    
    
    5Condensed Consolidated Statements of Comprehensive (Loss) Income
    
    
    6Notes to Condensed Consolidated Financial Statements
    
    
    7Item 2.
    
    Managements Discussion and Analysis of Financial Condition and
Results of Operations
    
    
    22Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    36Item 4.
    
    Controls and Procedures
    
    
    37PART II
    
    OTHER INFORMATIONItem 1.
    
    Legal Proceedings
    
    
    38Item 1A.
    
    Risk Factors
    
    
    38Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    38Item 5.
    
    Other Information
    
    
    39Item 6.
    
    Exhibits
    
    
    39SIGNATURES
    
    
    
    
    
    
    40EXHIBIT INDEX
    
    
    
    
    41EX-3.2EX-31.1EX-31.2EX-32.1EX-32.2




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##### Table of Contents



PART I  FINANCIAL INFORMATION
 PEPSIAMERICAS, INC.
 
 CONDENSED CONSOLIDATED STATEMENTS OF INCOME
 (unaudited and in millions, except per share data)
 
 Item 1. Financial Statements
 First Quarter2009
    
    2008Net sales
    
    
    $1,057.5
    
    
    
    $1,098.7Cost of goods sold
    
    
    644.1
    
    
    
    674.9Gross profit
    
    
    413.4
    
    
    
    423.8Selling, delivery and administrative expenses
    
    
    349.0
    
    
    
    353.0Special charges
    
    
    0.2
    
    
    
    0.5Operating income
    
    
    64.2
    
    
    
    70.3Interest expense, net
    
    
    26.0
    
    
    
    29.6Other expense, net
    
    
    2.6
    
    
    
    1.3Income from continuing operations before income taxes
and equity in net loss 
of nonconsolidated companies
    
    
    35.6
    
    
    
    39.4Income taxes
    
    
    12.3
    
    
    
    13.4Equity in net loss of nonconsolidated companies
    
    
    0.6
    
    
    
    0.4Net income
    
    
    22.7
    
    
    
    25.6Less: Net income attributable to noncontrolling interests
    
    
    1.0
    
    
    
    0.9Net income attributable to PepsiAmericas, Inc.
    
    
    $     21.7
    
    
    
    $     24.7Weighted average common shares:Basic
    
    
    122.5
    
    
    
    127.0Incremental effect of stock options and awards
    
    
    1.7
    
    
    
    1.9Diluted
    
    
    124.2
    
    
    
    128.9Earnings per share attributable to PepsiAmericas, Inc. common shareholders:Basic
    
    
    $     0.18
    
    
    
    $     0.19Diluted
    
    
    0.17
    
    
    
    0.19Cash dividends declared per share
    
    
    $     0.14
    
    
    
    $   0.135
  2




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PEPSIAMERICAS, INC.
  CONDENSED CONSOLIDATED BALANCE SHEETS
 (unaudited and in millions, except per share data)
 End of First
    
    End of FiscalQuarter
    
    Year2009
    
    2008ASSETS:Current assets:Cash and cash equivalents
    
    
    $     202.9
    
    
    
    $    242.4Receivables, net
    
    
    473.7
    
    
    
    305.5Inventories
    
    
    287.7
    
    
    
    238.5Other current assets
    
    
    126.2
    
    
    
    119.7Total current assets
    
    
    1,090.5
    
    
    
    906.1Property and equipment, net
    
    
    1,295.7
    
    
    
    1,355.7Goodwill
    
    
    2,194.5
    
    
    
    2,244.6Intangible assets, net
    
    
    488.9
    
    
    
    498.6Other assets
    
    
    43.0
    
    
    
    49.1Total assets
    
    
    $  5,112.6
    
    
    
    $ 5,054.1LIABILITIES AND EQUITY:Current liabilities:Short-term debt, including current maturities of long-term debt
    
    
    $     433.7
    
    
    
    $    525.0Payables and other current liabilities
    
    
    519.2
    
    
    
    523.2Total current liabilities
    
    
    952.9
    
    
    
    1,048.2Long-term debt
    
    
    1,988.4
    
    
    
    1,642.3Deferred income taxes
    
    
    245.9
    
    
    
    237.6Other liabilities
    
    
    263.4
    
    
    
    295.0Total liabilities
    
    
    3,450.6
    
    
    
    3,223.1Equity:PepsiAmericas, Inc. shareholders equity:Preferred stock ($0.01 par value, 12.5 million shares authorized, no shares issued)
    
    
    -
    
    
    
    -Common stock ($0.01 par value, 350 million shares authorized, 137.6 million shares
issued - 2009 and 2008)
    
    
    1,281.6
    
    
    
    1,296.9Retained income
    
    
    832.6
    
    
    
    828.2Accumulated other comprehensive loss
    
    
    (309.2
    )
    
    
    (200.8
    )Treasury stock, at cost (16.5 million shares and 14.5 million shares, respectively)
    
    
    (353.2
    )
    
    
    (324.3
    )Total PepsiAmericas, Inc. shareholders equity
    
    
    1,451.8
    
    
    
    1,600.0Noncontrolling interests
    
    
    210.2
    
    
    
    231.0Total equity
    
    
    1,662.0
    
    
    
    1,831.0Total liabilities and equity
    
    
    $  5,112.6
    
    
    
    $ 5,054.1
  3




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PEPSIAMERICAS, INC.
  CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 (unaudited and in millions)
 First Quarter2009
    
    2008CASH FLOWS FROM OPERATING ACTIVITIES:Net income
    
    
    $   22.7
    
    
    
    $   25.6Adjustments to reconcile to net cash provided
by operating activities of continuing operations:Depreciation and amortization
    
    
    47.4
    
    
    
    55.2Deferred income taxes
    
    
    0.7
    
    
    
    1.6Special charges
    
    
    0.2
    
    
    
    0.5Cash outlays related to special charges
    
    
    (1.0
    )
    
    
    (0.6
    )Pension contribution
    
    
    (11.0
    )
    
    
    -Equity in net loss of nonconsolidated companies
    
    
    0.6
    
    
    
    0.4Excess tax benefits from share-based payment arrangements
    
    
    (0.1
    )
    
    
    (0.8
    )Other
    
    
    10.9
    
    
    
    3.7Changes in assets and liabilities:Decrease in securitization receivables
    
    
    (150.0
    )
    
    
    -Increase in remaining receivables
    
    
    (39.4
    )
    
    
    (3.4
    )Increase in inventories
    
    
    (61.3
    )
    
    
    (17.5
    )Increase in payables
    
    
    32.4
    
    
    
    14.2Net change in other assets and liabilities
    
    
    (13.2
    )
    
    
    (61.9
    )Net cash (used in) provided by operating activities of continuing
operations
    
    
    (161.1
    )
    
    
    17.0CASH FLOWS FROM INVESTING ACTIVITIES:Capital investments
    
    
    (49.7
    )
    
    
    (31.5
    )Distribution rights acquired
    
    
    (12.5
    )
    
    
    -Proceeds from sales of property and equipment
    
    
    1.0
    
    
    
    0.7Net cash used in investing activities
    
    
    (61.2
    )
    
    
    (30.8
    )CASH FLOWS FROM FINANCING ACTIVITIES:Net borrowings of short-term debt
    
    
    (85.7
    )
    
    
    120.2Proceeds from issuance of long-term debt
    
    
    345.6
    
    
    
    -Repayment of long-term debt
    
    
    (5.0
    )
    
    
    -Contribution from noncontrolling interests
    
    
    6.4
    
    
    
    -Excess tax benefits from share-based payment arrangements
    
    
    0.1
    
    
    
    0.8Issuance of common stock
    
    
    0.8
    
    
    
    0.9Treasury stock purchases
    
    
    (45.2
    )
    
    
    (81.2
    )Cash dividends
    
    
    (18.3
    )
    
    
    (17.7
    )Net cash provided by financing activities
    
    
    198.7
    
    
    
    23.0Net operating cash flows provided by (used in) discontinued operations
    
    
    0.7
    
    
    
    (6.7
    )Effects of exchange rate changes on cash and cash equivalents
    
    
    (16.6
    )
    
    
    6.0Change in cash and cash equivalents
    
    
    (39.5
    )
    
    
    8.5Cash and cash equivalents as of beginning of fiscal year
    
    
    242.4
    
    
    
    189.7Cash and cash equivalents as of end of first quarter
    
    
    $ 202.9
    
    
    
    $ 198.2
  4




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PEPSIAMERICAS, INC.
 
 CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY
 (unaudited and in millions)
 AccumulatedOtherComprehensive
    
    
    
    
    
    
    TotalShares
    
    
    Common
    
    
    Retained
    
    
    Income
    
    
    Treasury
    
    
    Shareholders
    
    
    Noncontrolling
    
    
    TotalCommon
    
    
    Treasury
    
    
    Stock
    
    
    Income
    
    
    (Loss)
    
    
    Stock
    
    
    Equity
    
    
    Interests
    
    
    EquityAs of Fiscal Year End 2007
    
    
    137.6
    
    
    
    (9.5
    )
    
    $
    1,292.7
    
    
    $
    670.9
    
    
    $
    98.8
    
    
    $
    (204.1
    )
    
    $
    1,858.3
    
    
    $
    273.4
    
    
    $
    2,131.7Comprehensive income:Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    24.7
    
    
    
    
    
    
    
    
    
    
    
    24.7
    
    
    
    0.9
    
    
    
    25.6Foreign currency translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    23.3
    
    
    
    
    
    
    
    23.3
    
    
    
    
    
    
    
    23.3Unrealized losses on securities, net of
income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (0.1
    )
    
    
    
    
    
    
    (0.1
    )
    
    
    
    
    
    
    (0.1
    )Cash flow hedge adjustment, net of
income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.1
    
    
    
    
    
    
    
    0.1
    
    
    
    
    
    
    
    0.1Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    48.0
    
    
    
    0.9
    
    
    
    48.9Adoption of SFAS No. 158 adjustment,
net of income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (0.2
    )
    
    
    0.1
    
    
    
    
    
    
    
    (0.1
    )
    
    
    
    
    
    
    (0.1
    )Treasury stock purchases
    
    
    
    
    
    
    (3.2
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (82.8
    )
    
    
    (82.8
    )
    
    
    
    
    
    
    (82.8
    )Stock compensation plans
    
    
    
    
    
    
    0.6
    
    
    
    (10.5
    )
    
    
    
    
    
    
    
    
    
    
    11.6
    
    
    
    1.1
    
    
    
    
    
    
    
    1.1Dividends declared
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (17.4
    )
    
    
    
    
    
    
    
    
    
    
    (17.4
    )
    
    
    
    
    
    
    (17.4
    )As of End of First Quarter of 2008
    
    
    137.6
    
    
    
    (12.1
    )
    
    $
    1,282.2
    
    
    $
    678.0
    
    
    $
    122.2
    
    
    $
    (275.3
    )
    
    $
    1,807.1
    
    
    $
    274.3
    
    
    $
    2,081.4As of Fiscal Year End 2008
    
    
    137.6
    
    
    
    (14.5
    )
    
    $
    1,296.9
    
    
    $
    828.2
    
    
    $
    (200.8
    )
    
    $
    (324.3
    )
    
    $
    1,600.0
    
    
    $
    231.0
    
    
    $
    1,831.0Comprehensive loss:Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    21.7
    
    
    
    
    
    
    
    
    
    
    
    21.7
    
    
    
    1.0
    
    
    
    22.7Foreign currency translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (125.1
    )
    
    
    
    
    
    
    (125.1
    )
    
    
    (28.2
    )
    
    
    (153.3
    )Unrealized losses on securities, net of
income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (0.7
    )
    
    
    
    
    
    
    (0.7
    )
    
    
    
    
    
    
    (0.7
    )Cash flow hedge adjustment, net of
income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    17.4
    
    
    
    
    
    
    
    17.4
    
    
    
    
    
    
    
    17.4Total comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (86.7
    )
    
    
    (27.2
    )
    
    
    (113.9
    )Treasury stock purchases
    
    
    
    
    
    
    (2.7
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (45.2
    )
    
    
    (45.2
    )
    
    
    
    
    
    
    (45.2
    )Stock compensation plans
    
    
    
    
    
    
    0.7
    
    
    
    (15.3
    )
    
    
    
    
    
    
    
    
    
    
    16.3
    
    
    
    1.0
    
    
    
    
    
    
    
    1.0Dividends declared
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (17.3
    )
    
    
    
    
    
    
    
    
    
    
    (17.3
    )
    
    
    
    
    
    
    (17.3
    )Contributions from noncontrolling
interests
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6.4
    
    
    
    6.4As of End of First Quarter of 2009
    
    
    137.6
    
    
    
    (16.5
    )
    
    $
    1,281.6
    
    
    $
    832.6
    
    
    $
    (309.2
    )
    
    $
    (353.2
    )
    
    $
    1,451.8
    
    
    $
    210.2
    
    
    $
    1,662.0
  5




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PEPSIAMERICAS, INC.
 
 CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
 (unaudited and in millions)
 First Quarter2009

    
    2008Net income
    
    $
    22.7
    
    
    $
    25.6Foreign currency translation adjustment
    
    
    (153.3
    )
    
    
    23.3Unrealized losses on securities, net of income taxes
    
    
    (0.7
    )
    
    
    (0.1
    )Cash flow hedge adjustment, net of income taxes
    
    
    17.4
    
    
    
    0.1Comprehensive (loss) income
    
    
    (113.9
    )
    
    
    48.9Less: Comprehensive (loss) income attributable to noncontrolling
interests
    
    
    (27.2
    )
    
    
    0.9Comprehensive (loss) income attributable to PepsiAmericas, Inc.
    
    $
    (86.7
    )
    
    $
    48.0
  6




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PEPSIAMERICAS, INC.
 
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (unaudited)
 1. Significant Accounting Policies
 Quarterly Reporting.
 Use
of Accounting Estimates.
 Fiscal Year.
  Earnings Per Share.
  First Quarter2009
    
    2008Shares under options outstanding
    
    
    442,561
    
    
    
    -Weighted-average exercise price per share
    
    $
    18.82
    
    
    $
    -Shares under non-vested restricted stock awards
    
    
    -
    
    
    
    935,314Weighted-average grant date fair value per share
    
    $
    -
    
    
    $
    26.30
 7




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Reclassifications.
 Recently Adopted Accounting Pronouncements.
    Recently Issued Accounting Pronouncements to be Adopted in the Future.
 2.     Special Charges
  8




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Special
charge liability, fiscal year end 2008
    
    $
    2.5Special charges
    
    
    0.2Application of special charges
    
    
    (1.0
    )Application of non-cash charges
    
    
    (0.3
    )Special
charge liability, end of the first quarter of 2009
    
    $
    1.4
  3. Statement of Income Details
  First Quarter2009

    
    2008Cost of goods sold:Cost of goods sold
    
    $
    640.1
    
    
    $
    675.0Unrealized losses (gains) on derivative instruments
    
    
    4.0
    
    
    
    (0.1
    )Total cost of goods sold
    
    $
    644.1
    
    
    $
    674.9Selling,
delivery and administrative (SD&A) expensesSD&A expenses
    
    $
    347.4
    
    
    $
    353.0Unrealized losses on derivative instruments
    
    
    1.6
    
    
    
    -Total SD&A expenses
    
    $
    349.0
    
    
    $
    353.0Interest expense, net:Interest expense
    
    $
    28.1
    
    
    $
    30.6Interest income
    
    
    (2.1
    )
    
    
    (1.0
    )Interest expense, net
    
    $
    26.0
    
    
    $
    29.6
  4. Income Taxes
  .
 .
  9




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5. Goodwill and Intangible Assets
  U.S.
    
    CEE
    
    Caribbean
    

    TotalBalance, fiscal year end 2008
    
    $
    1,824.3
    
    
    $
    404.6
    
    
    $
    15.7
    
    
    $
    2,244.6Foreign currency
translation adjustment
    
    
    -
    
    
    
    (50.0
    )
    
    
    (0.1
    )
    
    
    (50.1
    )Balance, end of the first
quarter of 2009
    
    $
    1,824.3
    
    
    $
    354.6
    
    
    $
    15.6
    
    
    $
    2,194.5
  End of First
    

    End of FiscalQuarter 2009

    
    Year 2008Intangible assets subject to amortization:Gross carrying amount:Customer relationships and lists
    
    $
    51.1
    
    
    
    $
    57.3Franchise and distribution agreements
    
    
    10.6
    
    
    
    
    3.3Other
    
    
    2.5
    
    
    
    
    2.5Total
    
    $
    64.2
    
    
    
    $
    63.1Accumulated amortization:Customer relationships and lists
    
    $
    (12.1
    )
    
    
    $
    (11.9
    )Franchise and distribution agreements
    
    
    (1.3
    )
    
    
    
    (1.2
    )Other
    
    
    (0.7
    )
    
    
    
    (0.6
    )Total
    
    $
    (14.1
    )
    
    
    $
    (13.7
    )Intangible assets subject to amortization, net
    
    $
    50.1
    
    
    
    $
    49.4Intangible assets not subject to amortization:Franchise and distribution agreements
    
    $
    362.7
    
    
    
    $
    362.3Trademarks and tradenames
    
    
    76.1
    
    
    
    
    86.9Total
    
    $
    438.8
    
    
    
    $
    449.2Total intangible assets, net
    
    $
    488.9
    
    
    
    $
    498.6
 Rockstar Muscle Milk Crush
  6. Sale of Receivables
  10




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7. Balance Sheet Details
  End of First
    
    
    End of FiscalQuarter 2009
    
    
    Year 2008Receivables, net:Trade receivables
    
    $
    419.1
    
    
    $
    418.0Securitization receivables
    
    
    -
    
    
    
    (150.0
    )Funding and rebates, net
    
    
    60.2
    
    
    
    39.7Other receivables
    
    
    8.9
    
    
    
    11.3Allowance for doubtful accounts
    
    
    (14.5
    )
    
    
    (13.5
    )Receivables, net
    
    $
    473.7
    
    
    $
    305.5Inventories:Raw materials and supplies
    
    $
    126.9
    
    
    $
    117.2Finished goods
    
    
    160.8
    
    
    
    121.3Inventories
    
    $
    287.7
    
    
    $
    238.5Other current assets:Prepaid expenses
    
    $
    62.8
    
    
    $
    56.7Prepaid customer incentives
    
    
    21.9
    
    
    
    23.5Other
    
    
    41.5
    
    
    
    39.5Other current assets
    
    $
    126.2
    
    
    $
    119.7Property and equipment, net:Land
    
    $
    79.6
    
    
    $
    84.1Building and improvements
    
    
    505.4
    
    
    
    524.9Machinery and equipment
    
    
    2,266.0
    
    
    
    2,301.1Total property and equipment
    
    
    2,851.0
    
    
    
    2,910.1Accumulated depreciation
    
    
    (1,555.3
    )
    
    
    (1,554.4
    )Property and equipment, net
    
    $
    1,295.7
    
    
    $
    1,355.7Payables and other current liabilities:Trade payables
    
    $
    206.2
    
    
    $
    186.9Income tax and other payables
    
    
    17.3
    
    
    
    16.5Accrued salaries and wages
    
    
    53.2
    
    
    
    71.3Accrued customer incentives
    
    
    75.8
    
    
    
    86.9Accrued interest
    
    
    27.5
    
    
    
    25.3Other current liabilities
    
    
    139.2
    
    
    
    136.3Payables and other current liabilities
    
    $
    519.2
    
    
    $
    523.2
 8. Debt
  11




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##### Table of Contents



9. Financial Instruments
      Commodity Prices.
  Foreign Currency Exchange.
 12




---



##### Table of Contents



Interest
Rates.
    Asset DerivativesEnd of First Quarter 2009
    
    
    End of Fiscal Year 2008Derivatives designated as
    
    Balance
    
    
    
    
    
    Balancehedging instruments
    
    Sheet
    
    Fair
    
    
    Sheet
    
    Fairunder SFAS No. 133
    
    Location
    
    Value
    
    
    Location
    
    ValueForeign exchange contracts
    
    Other current assets
    
    $
    7.4
    
    
    Other current assets
    
    $
    8.9Commodity contracts
    
    Other current assets
    
    
    0.3
    
    
    Other current assets
    
    
    -Total asset derivatives
    
    
    
    $
    7.7
    
    
    
    
    $
    8.9Liability DerivativesEnd of First Quarter 2009
    
    
    End of Fiscal Year 2008Derivatives designated as
    
    Balance
    
    
    
    
    
    Balancehedging instruments
    
    Sheet
    
    Fair
    
    
    Sheet
    
    Fairunder SFAS No. 133
    
    Location
    
    Value
    
    
    Location
    
    ValueInterest rate contracts
    
    Other liabilities
    
    $
    8.6
    
    
    Other liabilities
    
    $
    34.3Commodity contracts
    
    Payables and other
    
    
    
    
    
    Payables and othercurrent liabilities
    
    
    1.5
    
    
    current liabilities
    
    
    4.9$
    10.1
    
    
    
    
    $
    39.2Derivatives not designatedas hedging instrumentsunder SFAS No. 133Commodity contracts
    
    Payables and other
    
    
    
    
    
    Payables and othercurrent liabilities
    
    
    6.0
    
    
    current liabilities
    
    
    1.7Total liability derivatives
    
    
    $
    16.1
    
    
    
    
    $
    40.9
 13




---



##### Table of Contents



Amount of GainRecognized in Other
    
    
    
    
    Amount of Gain (Loss)Comprehensive Income
    
    
    
    
    Reclassified fromDerivatives in Statement
    
    on Derivative (a)
    
    
    Location of Gain
    
    AOCL into Income (a)133 Cash Flow Hedging
    
    First Quarter
    
    
    Reclassified from
    
    First QuarterRelationships
    
    2009
    
    
    2008
    
    
    AOCL into Income
    
    2009
    
    
    2008Interest rate contracts
    
    $
    25.6
    
    
    $
    -
    
    
    Interest expense, net
    
    $
    (0.1)
    
    
    $
    (0.1)Foreign exchange contracts
    
    
    3.7
    
    
    
    -
    
    
    Cost of goods sold
    
    
    5.2
    
    
    
    -Commodity contracts
    
    
    3.2
    
    
    
    -
    
    
    Cost of goods sold
    
    
    (0.6)
    
    
    
    (0.1)Total
    
    $
    32.5
    
    
    $
    -
    
    
    Total
    
    $
    4.5
    
    
    $
    (0.2)
  Amount of GainRecognized in IncomeDerivatives in Statement
    
    Location of Gain
    
    on Derivatives133 Fair Value Hedging
    
    Recognized in Income on
    
    First QuarterRelationships
    
    Derivatives
    
    2009
    
    
    2008Interest rate contracts
    
    Interest expense, net
    
    $
    0.7
    
    
    $
    0.7
 Amount of  LossDerivatives Not
    
    
    
    Recognized in IncomeDesignated as Hedging
    
    Location of Loss
    
    on DerivativesInstruments under
    
    Recognized in Income on
    
    First QuarterStatement 133
    
    Derivatives
    
    2009
    
    
    2008Commodity contracts
    
    Cost of goods sold
    
    $
    (6.4)
    
    
    $
    -Commodity contracts
    
    SD&A expenses
    
    
    (2.5)
    
    
    
    -Investment contracts
    
    SD&A expenses
    
    
    (1.6)
    
    
    
    (2.0)Total
    
    $
    (10.5)
    
    
    $
    (2.0)
 10. Fair Value Measurements
   Level
1
 Level
2
 
    
    Quoted prices for similar assets or liabilities in active markets;
 14




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##### Table of Contents




    
    Quoted prices for identical or similar assets or liabilities in non-active markets
(examples include corporate and municipal bonds which trade infrequently);
    
    Inputs other than quoted prices that are observable for substantially the full term of
the asset or liability (examples include interest rate and currency swaps); and
    
    Inputs that are derived principally from or corroborated by observable market data for
substantially the full term of the asset or liability (examples include certain
securities and derivatives).
 Level
3
  Quoted Pricesin Active
    
    
    SignificantMarkets for
    
    
    Other
    
    
    SignificantIdentical
    
    
    Observable
    
    
    UnobservableEnd of First
    
    
    Assets
    
    
    Inputs
    
    
    InputsQuarter 2009
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Available-for-sale
equity securities
    
    $
    0.6
    
    
    $
    0.6
    
    
    $
    -
    
    
    $
    -Deferred compensation
plan assets
    
    
    1.5
    
    
    
    1.5
    
    
    
    -
    
    
    
    -Derivative assets
    
    
    7.7
    
    
    
    -
    
    
    
    7.7
    
    
    
    -Total assets
    
    $
    9.8
    
    
    $
    2.1
    
    
    $
    7.7
    
    
    $
    -Deferred compensation
plan liabilities
    
    $
    34.7
    
    
    $
    -
    
    
    $
    34.7
    
    
    $
    -Derivative liabilities
    
    
    16.1
    
    
    
    -
    
    
    
    16.1
    
    
    
    -Total liabilities
    
    $
    50.8
    
    
    $
    -
    
    
    $
    50.8
    
    
    $
    -
 Available-for-sale equity securities.
 Deferred compensation plan assets and liabilities.
 Derivative assets and liabilities.
 15




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##### Table of Contents



11. Pension and Other Postretirement Benefit Plans
  First QuarterPension
    
    
    Other PostretirementBenefit Costs
    
    
    Benefit Costs2009
    
    
    2008
    
    
    2009
    
    
    2008Service cost
    
    $
    1.0
    
    
    $
    0.8
    
    
    $
    -
    
    
    $
    -Interest cost
    
    
    3.0
    
    
    
    2.8
    
    
    
    0.3
    
    
    
    0.3Expected return on plan assets
    
    
    (3.9)
    
    
    
    (3.8)
    
    
    
    -
    
    
    
    -Amortization of net loss (gain)
    
    
    1.1
    
    
    
    0.5
    
    
    
    (0.2)
    
    
    
    (0.2)Amortization of prior service cost
    
    
    0.1
    
    
    
    -
    
    
    
    -
    
    
    
    -Net periodic cost
    
    $
    1.3
    
    
    $
    0.3
    
    
    $
    0.1
    
    
    $
    0.1
  12. Share-Based Compensation
   13. Supplemental Cash Flow Information
  First Quarter2009
    
    
    2008Interest paid
    
    $
    25.5
    
    
    $
    30.5Interest received
    
    
    2.1
    
    
    
    0.9Income taxes paid
    
    
    7.0
    
    
    
    0.4Income tax refunds
    
    
    (0.1)
    
    
    
    (0.9)
 14. Environmental and Other Contingencies
 Current Operations .
 16




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##### Table of Contents



Discontinued Operations  Remediation.
    People of the State of California and the City of Willits, California v. Remco Hydraulics, Inc.
  17




---



##### Table of Contents



Discontinued Operations  Insurance.
  Discontinued Operations  Product Liability and Toxic Tort Claims.
  15. Segment Reporting
   18




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##### Table of Contents



First QuarterNet Sales
    
    
    Operating Income (Loss)2009
    
    
    2008
    
    
    2009
    
    
    2008U.S.
    
    $
    826.6
    
    
    $
    780.8
    
    
    $
    66.4
    
    
    $
    58.2CEE
    
    
    182.8
    
    
    
    263.0
    
    
    
    (0.7
    )
    
    
    14.1Caribbean
    
    
    48.1
    
    
    
    54.9
    
    
    
    (1.5
    )
    
    
    (2.0
    )Total
    
    $
    1,057.5
    
    
    $
    1,098.7
    
    
    $
    64.2
    
    
    $
    70.3
  16. Related Party Transactions
 Transactions with PepsiCo
   Bottling Agreements and Purchases of Concentrate and Finished Product.
 Bottler Incentives and Other Support Arrangements.
 19




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##### Table of Contents



Manufacturing and National Account Services.
 Sandora Joint Venture.
 Other Transactions.
  First Quarter2009
    
    
    2008Net sales:Bottler incentives
    
    $
    6.8
    
    
    $
    8.5Manufacturing and national account services
    
    
    2.6
    
    
    
    4.5Total
    
    $
    9.4
    
    
    $
    13.0Cost of goods sold:Bottler incentives
    
    $
    39.0
    
    
    $
    38.2Purchase of concentrate
    
    
    (244.3)
    
    
    
    (200.0)Purchases of finished beverage products
    
    
    (46.8)
    
    
    
    (61.6)Purchases of finished snack food products
    
    
    (5.1)
    
    
    
    (1.9)Aquafina royalty fee
    
    
    (10.5)
    
    
    
    (11.6)Procurement services
    
    
    (1.0)
    
    
    
    (1.0)Total
    
    $
    (268.7)
    
    
    $
    (237.9)Selling, delivery and administrative expenses:Bottler incentives
    
    $
    3.5
    
    
    $
    6.3Purchases of advertising materials
    
    
    (0.5)
    
    
    
    (0.7)Total
    
    $
    3.0
    
    
    $
    5.6
 20




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##### Table of Contents



Transactions with Bottlers in Which PepsiCo Holds an Equity Interest.
 Agreements and Relationships with Dakota Holdings, LLC, Starquest Securities, LLC and Mr.
Pohlad
   Transactions with Pohlad Companies
  17. Subsequent Event
  21




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##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 FORWARD-LOOKING STATEMENTS
   CRITICAL ACCOUNTING POLICIES
  Recoverability of Goodwill and Intangible Assets with Indefinite Lives.
     22




---



##### Table of Contents



Environmental Liabilities.
 Income Taxes.
   Casualty Insurance Costs.
  Pension and Postretirement Benefits .
  23




---



##### Table of Contents



RESULTS OF OPERATIONS
 BUSINESS OVERVIEW
  volume Net pricing Cost of goods
sold per unit
 Financial Results
   Seasonality
  24




---



##### Table of Contents



Items Impacting Comparability
 Special Charges
  Unrealized Losses (Gains) on Derivatives
   RESULTS OF OPERATIONS
2009 FIRST QUARTER COMPARED WITH 2008 FIRST QUARTER
  Volume
  2009
    
    2008U.S.
    
    (1.2%)
    

    (1.0%)CEE
    

    (12.2%)
    

    61.8%Caribbean
    

    (14.0%)
    

    4.8%Worldwide
    

    (5.2%)
    

    12.7%
     25




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##### Table of Contents



Net Sales
  Net Sales
    
    2009
    
    2008
    
    ChangeU.S.
    
    
    $      826.6
    
    
    
    $      780.8
    
    

    5.9%CEE
    
    
    182.8
    
    
    
    263.0
    
    

    (30.5%)Caribbean
    
    48.1
    
    
    
    54.9
    
    

    (12.4%)Worldwide
    
    $   1,057.5
    
    
    
    $   1,098.7
    
    

    (3.7%)
 2009 compared to 2008Net Sales Change
    
    U.S.
    
    CEE
    
    Caribbean
    
    WorldwideVolume impact*

    (1.0%)
    

    (11.3%)
    

    (12.0%)
    

    (4.6%)Net price per case,
excluding impact of
currency
translation

    6.0%
    

    7.4%
    

    5.7%
    

    7.0%Currency translation
    --
    

    (24.9%)
    

    (4.9%)
    

    (6.2%)Non-core

    0.9%
    

    (1.7%)
    

    (1.2%)
    

    0.1%Change in net sales

    5.9%
    

    (30.5%)
    

    (12.4%)
    

    (3.7%)
  Net Pricing Growth (Decline)**
    
    2009
    
    2008U.S.
    

    6.0%
    

    4.3%CEE
    

    (20.9%)
    

    17.3%Caribbean
    
    --
    

    1.3%Worldwide
    

    0.4%
    

    3.6%
      26




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##### Table of Contents



Cost of Goods Sold
  Cost
of Goods Sold
    
    2009
    
    2008
    
    ChangeU.S.
    
    
    $   490.9
    
    
    
    $   462.6
    
    
6.1%CEE
    
    
    116.5
    
    
    
    170.1
    
    
(31.5%)Caribbean
    
    
    36.7
    
    
    
    42.2
    
    
(13.0%)Worldwide
    
    
    $   644.1
    
    
    
    $   674.9
    
    
(4.6%)
 2009 compared to 2008Cost
of Goods Sold Change
    
    U.S.
    
    CEE
    
    Caribbean
    
    WorldwideVolume impact*
    
    (1.0%)
    
    (11.1%)
    
    (12.1%)
    
    (4.5%)Cost per case, excluding impact
of currency
translation
    4.9%
    
(3.0%)
    
4.8%
    
3.2%Currency translation
    
--
    
(17.4%)
    
(5.1%)
    
(4.7%)Unrealized losses on derivatives
    0.9%
    
--
    
--
    
0.6%Non-core
    
1.3%
    
--
    
(0.6%)
    
0.8%Change in cost of goods sold

6.1%
    

(31.5%)
    

(13.0%)
    

(4.6%)
  Cost of Goods Sold per Unit Increase (Decrease)**
    
    2009
    
    2008U.S.
    
4.9%
    
5.1%CEE
    
(22.4%)
    
24.2%Caribbean
    
(1.2%)
    
3.2%Worldwide
    
(1.6%)
    
6.2%
      27




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##### Table of Contents



Selling, Delivery and Administrative Expenses
  SD&A Expenses
    
    2009
    
    2008
    
    ChangeU.S.
    
    
    $   269.3
    
    
    
    $   259.5
    
    
    3.8%CEE
    
    
    67.0
    
    
    
    78.8
    
    
    (15.0%)Caribbean
    
    
    12.7
    
    
    
    14.7
    
    
    (13.6%)Worldwide
    
    
    $   349.0
    
    
    
    $   353.0
    
    
    (1.1%)
 2009 compared to 2008SD&A Expense Change
    
    U.S.
    
    CEE
    
    Caribbean
    
    WorldwideCost impact, excluding impact
of currency translation
        3.2%
    
    5.5%
    
    (6.8%)
    
    3.3%Currency translation
    --
    
    (20.5%)
    
    (6.8%)
    
    (4.9%)Unrealized losses on derivatives
    0.6%
    
--
    
--
    
    0.5%Change in SD&A expense
    3.8%
    
    (15.0%)
    
    (13.6%)
    
    (1.1%)
 SD&A Expenses as a Percent of Net Sales
    
    2009
    
    2008U.S.
    
    32.6%

    
    33.2%CEE
    
    36.7%
    
    30.0%Caribbean
    
    26.4%
    
    26.8%Worldwide
    
    33.0%
    
    32.1%
     28




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##### Table of Contents



Operating Income
  Operating Income (Loss)
    
    2009
    
    2008
    
    ChangeU.S.
    
    
    $   66.4
    
    
    
    $   58.2
    
    
    14.1%CEE
    
    
    (0.7
    )
    
    
    14.1
    
    
    (105.0%)Caribbean
    
    
    (1.5
    )
    
    
    (2.0
    )
    
        25.0%Worldwide
    
    
    $   64.2
    
    
    
    $   70.3
    
    
        (8.7%)
 2009 compared to 2008Operating
Income (Loss) Change
    
    U.S.
    
    CEE
    
    Caribbean
    
    WorldwideOperating results, excluding
impact of currency translation
    
    23.7%
    
    
    
    35.6%
    
    
    
    48.7%
    
    
    
    26.7%Currency translation
    
    
    - -
    
    
    
    (140.6%)
    
    
    
    (23.7%)
    
    
    
    (27.5%)Unrealized losses on derivatives
    
    (9.6%)
    
    
    
    - -
    
    
    
    - -
    
    
    
    (7.9%)Change in operating income (loss)
    
    14.1%
    
    
    
    (105.0%)
    
    
    
    25.0%
    
    
    
    (8.7%)
     Interest Expense, Net and Other Expense, Net
   Income Taxes
  Equity in Net Loss of Nonconsolidated Companies
  29




---



##### Table of Contents



Net Income
  Net Income Attributable to Noncontrolling Interests
  Net Income Attributable to PepsiAmericas, Inc.
  30




---



##### Table of Contents



LIQUIDITY AND CAPITAL RESOURCES
 Operating Activities .
 Investing Activities .
 Crush Rockstar Muscle Milk
 Financing Activities.
       31




---



##### Table of Contents



Discontinued Operations.
  RELATED PARTY TRANSACTIONS
 Transactions with PepsiCo
   Bottling Agreements and Purchases of Concentrate and Finished Product.
 32




---



##### Table of Contents



Bottler Incentives and Other Support Arrangements.
   Manufacturing and National Account Services.
 Sandora Joint Venture.
 Other Transactions.
 33




---



##### Table of Contents



First Quarter2009
    
    2008Net sales:Bottler incentives
    
    $
    6.8
    
    
    $
    8.5Manufacturing and national account services
    
    
    2.6
    
    
    
    4.5Total
    
    $
    9.4
    
    
    $
    13.0Cost of goods sold:Bottler incentives
    
    $
    39.0
    
    
    $
    38.2Purchase of concentrate
    
    
    (244.3
    )
    
    
    (200.0
    )Purchases of finished beverage products
    
    
    (46.8
    )
    
    
    (61.6
    )Purchases of finished snack food products
    
    
    (5.1
    )
    
    
    (1.9
    )Aquafina royalty fee
    
    
    (10.5
    )
    
    
    (11.6
    )Procurement services
    
    
    (1.0
    )
    
    
    (1.0
    )Total
    
    $
    (268.7
    )
    
    $
    (237.9
    )Selling, delivery and administrative
expenses:Bottler incentives
    
    $
    3.5
    
    
    $
    6.3Purchases of advertising materials
    
    
    (0.5
    )
    
    
    (0.7
    )Total
    
    $
    3.0
    
    
    $
    5.6
 Transactions with Bottlers in Which PepsiCo Holds an Equity Interest.
 Agreements and Relationships with Dakota Holdings, LLC, Starquest Securities, LLC and Mr.
Pohlad
  34




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Transactions with Pohlad Companies
  SUBSEQUENT EVENT
  35




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##### Table of Contents



Item 3.     Quantitative and Qualitative Disclosures about Market Risk
  Commodity Prices
   Foreign Currency Exchange Rates
   Interest Rates
  36




---



##### Table of Contents



Item 4.     Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
   Changes in Internal Control over Financial Reporting
  37




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##### Table of Contents



PART II  OTHER INFORMATION
 
 Item 1.
    
    Legal Proceedings
 Donna M. Avila, et al. v. Willits
Environmental Remediation Trust, Remco Hydraulics, Inc., M-C Industries, Inc., Pneumo Abex
Corporation and Whitman Corporation, Pamela Jo
Alrich, et al. v. Willits Environmental Remediation Trust, et al. Nickerman v. Remco Hydraulics Whitlock
v. PepsiAmericas
  
 Item 1A.
    
    Risk Factors
  
 Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
 (c)
    
    Our share repurchase program activity for each of the three months and the quarter
ended April 4, 2009 was as follows:
 Total Number of

    
    Maximum Number ofShares Purchased as

    
    Shares that May YetTotal Number of

    
    Average Price
    
    Part of Publicly
    
    Be Purchased UnderShares
    
    Paid per
    
    Announced Plans or
    
    the Plans or ProgramsPeriod
    
    Purchased (1)
    
    Share
    
    Programs (2)
    
    (3)January 4, 2009 - January 31, 2009
    
    
    
    
    
    
    
    
    
    
    53,501,081
    
    
    
    11,498,919February 1, 2009 - February 28, 2009
    
    
    1,513,000
    
    
    $
    17.60
    
    
    
    55,014,081
    
    
    
    9,985,919March 1, 2009 - April 4, 2009
    
    
    1,187,000
    
    
    
    15.64
    
    
    
    56,201,081
    
    
    
    8,798,919For the Quarter Ended April 4, 2009
    
    
    2,700,000
    
    
    $
    16.74
 (1)
    
    Represents shares purchased in open-market transactions pursuant to our publicly announced
repurchase program.(2)
    
    Represents cumulative shares purchased under previously announced share repurchase
authorizations by the Board of Directors. Share repurchases began in 1999 under an
authorization for 15 million shares announced on November 19, 1999. On December 19, 2002, the
Board of Directors authorized the repurchase of 20 million additional shares. The Board of
Directors later authorized the repurchase of 20 million additional shares as announced on July
21, 2005. On July 24, 2008, the Board of Directors authorized the repurchase of 10 million
additional shares.(3)
    
    The repurchase authorization does not have a scheduled expiration date.
 38




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##### Table of Contents



Item 5.
    
    Other Information
 (a)
    
    Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.(e) On May 7, 2009, at our 2009 Annual Meeting of Shareholders, our shareholders
approved the PepsiAmericas, Inc. 2009 Long-Term Incentive Plan, which was approved by our
Board of Directors on February 26, 2009, subject to shareholder approval. A description of
the terms of the 2009 Long-Term Incentive Plan and the complete text of such plan are set
forth in our Definitive Schedule 14A filed on March 18, 2009, and are incorporated by
reference into this Item 5.02.Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.(a) On May 7, 2009, our Board of Directors approved an amendment to our By-Laws,
which eliminates the provision that would have otherwise caused a standing committee of the
Board originally formed in May 1999, namely the Affiliated Transaction Committee, to cease
to exist on May 20, 2009. Our By-Laws, as amended and restated on May 7, 2009, are attached
to this Quarterly Report on Form 10-Q as Exhibit 3.2 and are incorporated by reference into
this Item 5.03.Item 8.01. Other Events.On May 7, 2009, our Board of Directors declared a second quarter 2009 dividend of $0.14 per
share on PepsiAmericas common stock. The dividend is payable July 1, 2009 to shareholders
of record on June 15, 2009. Our Board of Directors reviews the dividend policy on a
quarterly basis.
  Item 6.
    
    Exhibits
 See Exhibit Index.
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##### Table of Contents



SIGNATURES
  PEPSIAMERICAS, INC.Dated: May 8, 2009
    By:
    /s/ ALEXANDER H. WAREAlexander H. WareExecutive Vice President and Chief Financial Officer
(As Principal Financial Officer and Duly Authorized
Officer of PepsiAmericas, Inc.) Dated: May 8, 2009
    By:
    /s/ TIMOTHY W. GORMANTimothy W. GormanSenior Vice President and Controller
(As Chief Accounting Officer) 
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##### Table of Contents



EXHIBIT INDEX
 3.1
    
    Restated Certificate of Incorporation (incorporated by reference to the Companys
Registration Statement on Form S-8 (File No. 333-64292) filed on June 29, 2001).3.2
    
    By-Laws, as amended and restated on May 7, 2009.4.1
    
    Amendment No. 2 to Rights Agreement between PepsiAmericas and Wells Fargo Bank, N.A., as
Rights Agent, dated May 7, 2009 (incorporated by reference to the Companys Current Report on
Form 8-K (File No. 001-15019) filed on May 8, 2009).10.1
    
    Underwriting Agreement by and among PepsiAmericas, Inc., Banc of America Securities LLC and
J.P. Morgan Securities Inc., as representatives of the several underwriters, dated February 9,
2009 (incorporated by reference to the Companys Current Report on Form 8-K (File No.
001-15019) filed on February 10, 2009).10.2
    
    PepsiAmericas, Inc. 2009 Long Term Incentive Plan
(incorporated by reference to the Companys Definitive Schedule
14A (Proxy Statement) (File No. 001-15019) filed on March 18, 2009).31.1
    
    Chief Executive Officer Certification pursuant to Exchange Act Rule 13a-14(a), as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    Chief Financial Officer Certification pursuant to Exchange Act Rule 13a-14(a), as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    Chief Executive Officer Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.32.2
    
    Chief Financial Officer Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.*
    
    The registrant has not attached the Form of 4.375% Notes due 2014 as an exhibit to this Quarterly
Report on Form 10-Q in reliance on Item 601(4)(iii)(A) of Regulation S-K. The registrant hereby
undertakes to furnish such note to the Commission upon request.
 41