##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 Form 10-Q
 
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended March 29, 2008
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from to
 Commission File Number 001-15019
 PEPSIAMERICAS, INC.
  Delaware
    
    13-6167838(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer
Identification Number)
 4000 Dain Rauscher Plaza, 60 South Sixth StreetMinneapolis, Minnesota
    
    55402(Address of principal executive offices)
    
    (Zip Code)
 (Registrants telephone number, including area code)
  þ o
  Large accelerated filer: þ
    
    Accelerated filer: o
    
    Non-accelerated filer: o
    
    Smaller reporting company: o(Do not check if a smaller reporting company)
  o þ




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##### 



PEPSIAMERICAS, INC.
FORM 10-Q
FIRST QUARTER 2008
 TABLE OF CONTENTS
 PagePART I FINANCIAL INFORMATIONItem 1.Financial StatementsCondensed Consolidated Statements of Income
    
    
    2Condensed Consolidated Balance Sheets
    
    
    3Condensed Consolidated Statements of Cash Flows
    
    
    4Notes to Condensed Consolidated Financial Statements
    
    
    5Item 2.Managements Discussion and Analysis of Financial Condition
and Results of Operations
    
    
    16Item 3.Quantitative and Qualitative Disclosures About Market Risk
    
    
    27Item 4.Controls and Procedures
    
    
    28PART II OTHER INFORMATIONItem 1.Legal Proceedings
    
    
    29Item 1A.Risk Factors
    
    
    29Item 2.Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    29Item 5.Other Information
    
    
    30Item 6.Exhibits
    
    
    30SIGNATURES
    
    
    31EXHIBIT INDEX
    
    
    32Chief Executive Officer Certification Pursuant to Section 302Chief Financial Officer Certification Pursuant to Section 302Chief Executive Officer Certification Pursuant to Section 906Chief Financial Officer Certification Pursuant to Section 906




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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 Quarter2008
    
    
    2007Net sales
    
    $
    1,098.7
    
    
    $
    960.2Cost of goods sold
    
    
    674.9
    
    
    
    576.0Gross profit
    
    
    423.8
    
    
    
    384.2Selling, delivery and administrative expenses
    
    
    353.0
    
    
    
    323.4Special charges
    
    
    0.5
    
    
    
    1.4Operating income
    
    
    70.3
    
    
    
    59.4Interest expense, net
    
    
    29.6
    
    
    
    25.7Other expense, net
    
    
    1.3
    
    
    
    1.4Income from continuing operations
before income taxes, minority
interest, and equity in net loss of nonconsolidated companies
    
    
    39.4
    
    
    
    32.3Income taxes
    
    
    13.4
    
    
    
    11.9Minority interest
    
    
    (0.9
    )
    
    
    0.2Equity in net loss of nonconsolidated companies
    
    
    (0.4
    )
    
    
    Net income
    
    $
    24.7
    
    
    $
    20.6Weighted average common shares:Basic
    
    
    127.0
    
    
    
    126.2Incremental effect of stock options and awards
    
    
    1.9
    
    
    
    1.8Diluted
    
    
    128.9
    
    
    
    128.0Earnings per share:Basic
    
    $
    0.19
    
    
    $
    0.16Diluted
    
    
    0.19
    
    
    
    0.16Cash dividends declared per share
    
    $
    0.135
    
    
    $
    0.13
  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
    
    
    Year2008
    
    
    2007ASSETS:Current assets:Cash and cash equivalents
    
    $
    198.2
    
    
    $
    189.7Receivables, net
    
    
    345.8
    
    
    
    330.6Inventories:Raw materials and supplies
    
    
    139.4
    
    
    
    144.5Finished goods
    
    
    169.6
    
    
    
    143.2Total inventories
    
    
    309.0
    
    
    
    287.7Other current assets
    
    
    127.0
    
    
    
    114.1Total current assets
    
    
    980.0
    
    
    
    922.1Property and equipment
    
    
    2,904.8
    
    
    
    2,850.5Accumulated depreciation
    
    
    (1,576.2
    )
    
    
    (1,520.9
    )Net property and equipment
    
    
    1,328.6
    
    
    
    1,329.6Goodwill
    
    
    2,433.7
    
    
    
    2,432.7Intangible assets, net
    
    
    538.8
    
    
    
    545.6Other assets
    
    
    76.8
    
    
    
    78.0Total assets
    
    $
    5,357.9
    
    
    $
    5,308.0LIABILITIES AND SHAREHOLDERS EQUITY:Current liabilities:Short-term debt,
including current maturities of long-term debt
    
    $
    459.1
    
    
    $
    337.6Payables
    
    
    237.4
    
    
    
    224.0Other current liabilities
    
    
    302.8
    
    
    
    341.0Total current liabilities
    
    
    999.3
    
    
    
    902.6Long-term debt
    
    
    1,802.6
    
    
    
    1,803.5Deferred income taxes
    
    
    288.9
    
    
    
    282.5Minority interest
    
    
    274.3
    
    
    
    273.4Other liabilities
    
    
    185.7
    
    
    
    187.7Total liabilities
    
    
    3,550.8
    
    
    
    3,449.7Shareholders 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 - 2008 and 2007)
    
    
    1,282.2
    
    
    
    1,292.7Retained income
    
    
    678.0
    
    
    
    670.9Accumulated other comprehensive income
    
    
    122.2
    
    
    
    98.8Treasury stock, at cost
(12.1 million shares and 9.5 million shares,
respectively)
    
    
    (275.3
    )
    
    
    (204.1
    )Total shareholders equity
    
    
    1,807.1
    
    
    
    1,858.3Total liabilities and shareholders equity
    
    $
    5,357.9
    
    
    $
    5,308.0
  3




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PEPSIAMERICAS, INC.
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 (unaudited and in millions)
 First Quarter2008
    
    
    2007CASH FLOWS FROM OPERATING ACTIVITIES:Net income
    
    $
    24.7
    
    
    $
    20.6Adjustments to reconcile to net cash provided
by operating activities of continuing operations:Depreciation and amortization
    
    
    55.2
    
    
    
    48.0Deferred income taxes
    
    
    1.6
    
    
    
    0.3Special charges
    
    
    0.5
    
    
    
    1.4Cash outlays related to special charges
    
    
    (0.6
    )
    
    
    (7.6
    )Equity in net loss of nonconsolidated companies
    
    
    0.4
    
    
    
    Excess tax benefits from share-based payment arrangements
    
    
    (0.8
    )
    
    
    (1.0
    )Other
    
    
    4.6
    
    
    
    4.4Changes in assets and liabilities:(Increase) decrease in receivables
    
    
    (3.4
    )
    
    
    6.9Increase in inventories
    
    
    (17.5
    )
    
    
    (13.5
    )Increase in payables
    
    
    14.2
    
    
    
    18.9Net change in other assets and liabilities
    
    
    (61.9
    )
    
    
    (11.7
    )Net cash provided by operating activities of continuing operations
    
    
    17.0
    
    
    
    66.7CASH FLOWS FROM INVESTING ACTIVITIES:Capital investments
    
    
    (31.5
    )
    
    
    (60.8
    )Proceeds from sales of property
    
    
    0.7
    
    
    
    2.4Net cash used in investing activities
    
    
    (30.8
    )
    
    
    (58.4
    )CASH FLOWS FROM FINANCING ACTIVITIES:Net borrowings of short-term debt
    
    
    120.2
    
    
    
    60.0Repayment of long-term debt
    
    
    
    
    
    
    (11.6
    )Treasury stock purchases
    
    
    (81.2
    )
    
    
    (39.7
    )Excess tax benefits from share-based payment arrangements
    
    
    0.8
    
    
    
    1.0Issuance of common stock
    
    
    0.9
    
    
    
    4.3Cash dividends
    
    
    (17.7
    )
    
    
    (15.9
    )Net cash provided by (used in) financing activities
    
    
    23.0
    
    
    
    (1.9
    )Net operating cash flows used in discontinued operations
    
    
    (6.7
    )
    
    
    (1.0
    )Effects of exchange rate changes on cash and cash equivalents
    
    
    6.0
    
    
    
    Change in cash and cash equivalents
    
    
    8.5
    
    
    
    5.4Cash and cash equivalents at beginning of year
    
    
    189.7
    
    
    
    93.1Cash and cash equivalents at end of first quarter
    
    $
    198.2
    
    
    $
    98.5
  4




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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. st st
  Earnings Per Share.
  First Quarter2008
    
    2007Shares under options outstanding
    
    
    
    
    
    
    1,337,700Weighted-average exercise price per share
    
    $
    
    
    
    $
    22.63Shares under nonvested restricted stock awards
    
    
    935,314
    
    
    
    965,861Weighted-average grant date fair value per share
    
    $
    26.30
    
    
    $
    22.11
 Reclassifications.
 Recently Adopted Accounting Pronouncements.
 5




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Recently Issued Accounting Pronouncements to be Adopted in the Future.
   2. Special Charges
  6




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2008 ChargesBalance at end of fiscal year 2007
    
    $
    1.1Special charges
    
    
    0.5Application of special charges
    
    
    (0.6
    )Balance at end of the first quarter of 2008
    
    $
    1.0
  3. Interest Expense, Net
  First Quarter2008
    
    
    2007Interest expense
    
    $
    30.6
    
    
    $
    26.2Interest income
    
    
    (1.0
    )
    
    
    (0.5
    )Interest expense, net
    
    $
    29.6
    
    
    $
    25.7
 4. Income Taxes
     Jurisdiction
    
    Subject to ExaminationFederal
    
    2005-2007Illinois
    
    1999-2007Indiana
    
    2004-2007Iowa
    
    2004-2007Romania
    
    2003-2007Poland
    
    2002-2007Czech Republic
    
    2004-2007Ukraine
    
    2005-2007
 7




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5. Comprehensive Income
  First Quarter2008
    
    
    2007Net income
    
    $
    24.7
    
    
    $
    20.6Foreign currency translation adjustment
    
    
    23.3
    
    
    
    2.2Unrealized losses on investments
    
    
    (0.1
    )
    
    
    (0.4
    )Unrealized gains on derivatives
    
    
    0.1
    
    
    
    0.4Amortization of unrecognized pension and postretirement benefit cost
    
    
    0.1
    
    
    
    Comprehensive income
    
    $
    48.1
    
    
    $
    22.8
  6. Goodwill and Intangible Assets
  U.S.
    
    
    CEE
    
    
    Caribbean
    
    
    TotalBalance at end of fiscal year 2007
    
    $
    1,824.1
    
    
    $
    592.8
    
    
    $
    15.8
    
    
    $
    2,432.7Foreign currency translation adjustment
    
    
    
    
    
    
    1.0
    
    
    
    
    
    
    
    1.0Balance at end of first quarter of 2008
    
    $
    1,824.1
    
    
    $
    593.8
    
    
    $
    15.8
    
    
    $
    2,433.7
  End of First
    
    
    End of FiscalQuarter 2008
    
    
    Year 2007Intangible assets subject to amortization:Gross carrying amountTrademarks and tradenames
    
    $
    109.0
    
    
    $
    109.0Customer relationships and lists
    
    
    55.7
    
    
    
    56.2Franchise and distribution agreements
    
    
    3.3
    
    
    
    3.3Other
    
    
    2.9
    
    
    
    2.9Total
    
    $
    170.9
    
    
    $
    171.4Accumulated amortizationTrademarks and tradenames
    
    $
    (2.3
    )
    
    $
    (1.2
    )Customer relationships and lists
    
    
    (8.2
    )
    
    
    (6.3
    )Franchise and distribution agreements
    
    
    (1.1
    )
    
    
    (1.1
    )Other
    
    
    (0.9
    )
    
    
    (0.8
    )Total
    
    $
    (12.5
    )
    
    $
    (9.4
    )Intangible assets subject to amortization, net
    
    $
    158.4
    
    
    $
    162.0Intangible assets not subject to amortization:Franchise and distribution agreements
    
    
    380.4
    
    
    
    383.6Total intangible assets, net
    
    $
    538.8
    
    
    $
    545.6
  8




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7. Receivables
  End of First
    
    
    End of FiscalQuarter 2008
    
    
    Year 2007Trade receivables, net of securitization
    
    $
    287.5
    
    
    $
    290.6Funding and rebates, net
    
    
    54.9
    
    
    
    42.3Other receivables
    
    
    18.5
    
    
    
    12.4Allowance for doubtful accounts
    
    
    (15.1
    )
    
    
    (14.7
    )Receivables, net of allowance
    
    $
    345.8
    
    
    $
    330.6
 8. Payables
  End of First
    
    
    End of FiscalQuarter 2008
    
    
    Year 2007Trade payables
    
    $
    204.8
    
    
    $
    189.4Dividends payable
    
    
    17.0
    
    
    
    16.6Income tax and other payables
    
    
    15.6
    
    
    
    18.0Payables
    
    $
    237.4
    
    
    $
    224.0
 9. Financial Instruments
  Cash Flow Hedges.
 9




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First Quarter2008
    
    
    2007Balance at beginning of fiscal year
    
    $
    (2.7
    )
    
    $
    (3.3
    )Reclassification of net derivative losses
to income
    
    
    0.1
    
    
    
    0.4Balance at end of first quarter
    
    $
    (2.6
    )
    
    $
    (2.9
    )
 Fair Value Hedges.
 10. Fair Value Measurements
   Level 1
 Level 2
 
    
    Quoted prices for similar assets or liabilities in active
markets;
    
    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
 10




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Quoted Pricesin Active
    
    
    SignificantMarkets for
    
    
    Other
    
    
    SignificantIdentical
    
    
    Observable
    
    
    UnobservableFirst Quarter
    
    
    Assets
    
    
    Inputs
    
    
    Inputs2008
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Available-for-sale equity securities
    
    $
    1.4
    
    
    $
    1.4
    
    
    $
    
    
    
    $
    Deferred compensation plan assets
    
    
    4.4
    
    
    
    4.4
    
    
    
    
    
    
    
    Total assets
    
    $
    5.8
    
    
    $
    5.8
    
    
    $
    
    
    
    $
    Deferred compensation plan liabilities
    
    $
    38.2
    
    
    $
    
    
    
    $
    38.2
    
    
    $
    Total liabilities
    
    $
    38.2
    
    
    $
    
    
    
    $
    38.2
    
    
    $
    
 Available-For-Sale Equity Securities.
 Deferred Compensation Plan Assets and Liabilities.
 11. Pension and Other Postretirement Benefit Plans
  Pension Benefit Costs
    
    

Other
PostretirementBenefit Costs2008
    
    
    2007
    
    
    2008
    
    
    2007Service cost
    
    $
    0.8
    
    
    $
    0.8
    
    
    $
    
    
    
    $
    Interest cost
    
    
    2.8
    
    
    
    2.6
    
    
    
    0.3
    
    
    
    0.3Expected return on plan assets
    
    
    (3.8
    )
    
    
    (3.7
    )
    
    
    
    
    
    
    Amortization of prior service cost
    
    
    
    
    
    
    0.1
    
    
    
    
    
    
    
    Amortization of net loss
    
    
    0.5
    
    
    
    0.7
    
    
    
    (0.2
    )
    
    
    (0.1
    )Net periodic pension cost
    
    $
    0.3
    
    
    $
    0.5
    
    
    $
    0.1
    
    
    $
    0.2
  12. Share-Based Compensation
  11




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13. Supplemental Cash Flow Information
  First Quarter2008
    
    2007Interest paid
    
    $
    30.5
    
    
    $
    22.2Interest received
    
    
    0.9
    
    
    
    0.5Income taxes (refunded) paid, net
    
    
    (0.5
    )
    
    
    10.2
 14. Environmental and Other Commitments and Contingencies
 Current Operations .
   Discontinued Operations  Remediation.
   12




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People of the State of California
and the City of Willits, California v. Remco Hydraulics, Inc.
  Discontinued OperationsInsurance.
   13




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Cooper Industries,
LLC v. PepsiAmericas, Inc., et al.,
  Discontinued Operations-Product Liability and Toxic Tort Claims.
 15. Segment Reporting
   First QuarterNet Sales
    
    
    Operating Income (Loss)2008
    
    
    2007
    
    
    2008
    
    
    2007U.S.
    
    $
    780.8
    
    
    $
    764.9
    
    
    $
    57.4
    
    
    $
    60.4CEE
    
    
    263.0
    
    
    
    143.0
    
    
    
    14.9
    
    
    
    1.0Caribbean
    
    
    54.9
    
    
    
    52.3
    
    
    
    (2.0
    )
    
    
    (2.0
    )Total
    
    $
    1,098.7
    
    
    $
    960.2
    
    
    $
    70.3
    
    
    $
    59.4
 16. Related Party Transactions
  14




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15




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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.
    Environmental Liabilities.
 16




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Income Taxes.
  Casualty Insurance Costs.
  Pension and Postretirement Benefits .
  17




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RESULTS OF OPERATIONS
 BUSINESS OVERVIEW
  volume. Constant territory Net pricing Cost of
goods sold per unit
 Financial Results
   2008 Outlook
   18




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Seasonality
  Items Impacting Comparability
 Acquisitions
   Special Charges
  19




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RESULTS OF OPERATIONS
2008 FIRST QUARTER COMPARED WITH 2007 FIRST QUARTER
  Volume
  2008
    
    2007U.S.
    
    
    (1.0
    )%
    
    
    0.6
    %CEE
    
    
    61.8
    %
    
    
    81.1
    %Caribbean
    
    
    4.8
    %
    
    
    (6.4
    )%Worldwide
    
    
    12.7
    %
    
    
    10.6
    %
 2008 compared to 2007Volume Change
    
    U.S.
    
    CEE
    
    Caribbean
    
    WorldwideConstant territory volume
    
    
    (1.0
    )%
    
    
    10.1
    %
    
    
    4.8
    %
    
    
    1.7
    %Acquisitions
    
    
    
    
    
    
    51.7
    %
    
    
    
    
    
    
    11.0
    %Change in volume
    
    
    (1.0
    )%
    
    
    61.8
    %
    
    
    4.8
    %
    
    
    12.7
    %
     20




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Net Sales
  Net Sales
    
                
    2008
    
    
    2007
    
    
    ChangeU.S.
    
                
    $
    780.8
    
    
    $
    764.9
    
    
    
    2.1
    %CEE
    
    
                
    263.0
    
    
    
    143.0
    
    
    
    83.9
    %Caribbean
    
                    
    54.9
    
    
    
    52.3
    
    
    
    5.0
    %Worldwide
                    
    $
    1,098.7
    
    
    $
    960.2
    
    
    
    14.4
    %2008
compared to 2007Net Sales Change
    
    U.S.
    
    CEE
    
    Caribbean
    
    WorldwideVolume impact*
    
    
    (0.8
    )%
    
    
    9.1
    %
    
    
    4.1
    %
    
    
    1.5
    %Net price per case, excluding impact of currency
translation
    
    
    3.1
    %
    
    
    2.9
    %
    
    
    2.6
    %
    
    
    2.5
    %Acquisitions
    
    
    
    
    
    
    55.9
    %
    
    
    
    
    
    
    8.3
    %Currency translation
    
    
    
    
    
    
    17.3
    %
    
    
    (1.4
    )%
    
    
    2.5
    %Non-core
    
    
    (0.2
    )%
    
    
    (1.3
    )%
    
    
    (0.3
    )%
    
    
    (0.4
    )%Change in net sales
    
    
    2.1
    %
    
    
    83.9
    %
    
    
    5.0
    %
    
    
    14.4
    %
 *
    
    The amounts in this table represent the dollar impact on net
sales due to changes in volume and are not intended to equal the absolute change in volume. Net Pricing Growth**
    
    2008
    
    2007U.S.
    
    
    3.1
    %
    
    
    3.9
    %CEE
    
    
    17.3
    %
    
    
    19.2
    %Caribbean
    
    
    1.3
    %
    
    
    6.8
    %Worldwide
    
    
    2.8
    %
    
    
    2.5
    %
 **
    
    Includes the impact from acquisitions and currency
translation on core revenue.     21




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##### Table of Contents



Cost of Goods Sold
  Cost of Goods Sold
    
    2008
    
    
    2007
    
    
    ChangeU.S.
    
    $
    462.6
    
    
    $
    448.4
    
    
    
    3.2
    %CEE
    
    
    170.1
    
    
    
    88.0
    
    
    
    93.3
    %Caribbean
    
    
    42.2
    
    
    
    39.6
    
    
    
    6.6
    %Worldwide
    
    $
    674.9
    
    
    $
    576.0
    
    
    
    17.2
    %
 2008 compared to
2007Cost of Goods Sold Change
    
    U.S.
    
    CEE
    
    Caribbean
    
    WorldwideVolume impact*
    
    
    (0.8
    )%
    
    
    8.9
    %
    
    
    4.1
    %
    
    
    1.4
    %Cost per case, excluding impact of currency
translation
    
    
    4.1
    %
    
    
    2.9
    %
    
    
    4.2
    %
    
    
    3.4
    %Acquisitions
    
    
    
    
    
    
    70.0
    %
    
    
    
    
    
    
    10.7
    %Currency translation
    
    
    
    
    
    
    13.6
    %
    
    
    (1.2
    )%
    
    
    2.0
    %Non-core
    
    
    (0.1
    )%
    
    
    (2.1
    )%
    
    
    (0.5
    )%
    
    
    (0.3
    )%Change in cost of goods sold
    
    
    3.2
    %
    
    
    93.3
    %
    
    
    6.6
    %
    
    
    17.2
    %
 
 *
    
    The amounts in this table represent the dollar impact on cost
of goods sold due to changes in volume and are not intended to equal the absolute change in volume. Cost of Goods Sold per Unit
Increase**
    
    2008
    
    2007U.S.
    
    
    4.1%
    
    
    
    6.1%CEE
    
    
    24.2%
    
    
    
    12.5%Caribbean
    
    
    3.2%
    
    
    
    7.4%Worldwide
    
    
    5.5%
    
    
    
    4.1%
 
 **
    
    Includes the impact from acquisitions and currency translation on core cost of goods sold.     22




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##### Table of Contents



Selling, Delivery and Administrative Expenses
  SD&A Expenses
    
    2008
    
    
    2007
    
    
    ChangeU.S.
    
    $
    260.3
    
    
    $
    254.9
    
    
    
    2.1
    %CEE
    
    
    78.0
    
    
    
    53.8
    
    
    
    45.0
    %Caribbean
    
    
    14.7
    
    
    
    14.7
    
    
    
    Worldwide
    
    $
    353.0
    
    
    $
    323.4
    
    
    
    9.2
    %
 2008 compared to 2007SD&A Expense Change
    
    U.S.
    
    CEE
    
    Caribbean
    
    WorldwideCost impact, excluding impact of currency translation
    
    
    2.1
    %
    
    
    4.8
    %
    
    
    1.2
    %
    
    
    2.5
    %Acquisitions
    
    
    
    
    
    
    23.1
    %
    
    
    
    
    
    
    3.9
    %Currency translation
    
    
    
    
    
    
    17.1
    %
    
    
    (1.2
    )%
    
    
    2.8
    %Change in SD&A expense
    
    
    2.1
    %
    
    
    45.0
    %
    
    
    
    
    
    
    9.2
    %
 SD&A Expenses as a Percent of
Net Sales
    
    2008
    
    2007U.S.
    
    
    33.3%
    
    
    
    33.3%CEE
    
    
    29.7%
    
    
    
    37.6%Caribbean
    
    
    26.8%
    
    
    
    28.1%Worldwide
    
    
    32.1%
    
    
    
    33.7%
     Special Charges
  23




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##### Table of Contents



Operating Income
  2008
    
    
    2007
    
    
    ChangeU.S.
    
    $
    57.4
    
    
    $
    60.4
    
    
    
    (5.0
    )%CEE
    
    
    14.9
    
    
    
    1.0
    
    
    
    n/m
    *Caribbean
    
    
    (2.0
    )
    
    
    (2.0
    )
    
    
    Worldwide
    
    $
    70.3
    
    
    $
    59.4
    
    
    
    18.4
    %
 
 *
    
    Calculation of percentage change is not meaningful     Interest Expense
  Income Taxes
  Minority Interest
  Equity in Net Loss of Nonconsolidated Companies
  24




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##### Table of Contents



Net Income
  LIQUIDITY AND CAPITAL RESOURCES
 Operating Activities .
 Investing Activities .
 Financing Activities.
     25




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##### Table of Contents



Discontinued operations.
  RELATED PARTY TRANSACTIONS
       26




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##### Table of Contents



Item 3. Quantitative and Qualitative Disclosures About Market Risk
  Commodity Prices
  Interest Rates
  Currency Exchange Rates
   27




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##### Table of Contents



Item 4. Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
   Changes in Internal Control over Financial Reporting
  28




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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
 
 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 March 29, 2008 was as follows:
 Total Number of
    
    Maximum Number ofTotal
    
    
    
    
    
    Shares Purchased as
    
    Shares that May YetNumber of
    
    Average
    
    Part of Publicly
    
    Be Purchased UnderShares
    
    Price Paid
    
    Announced Plans or
    
    the Plans or ProgramsPeriod
    
    Purchased (1)
    
    per Share
    
    Programs (2)
    
    (3)December 30, 2007 - January 26,
2008
    
    
    
    
    
    $
    
    
    
    
    32,840,500
    
    
    
    7,159,500January 27, 2008 - February 23,
2008
    
    
    1,914,800
    
    
    
    25.94
    
    
    
    34,755,300
    
    
    
    5,244,700February 24, 2008 - March 29, 2008
    
    
    1,496,016
    
    
    
    25.83
    
    
    
    36,043,200
    
    
    
    3,956,800For the Quarter Ended March 29,
2008
    
    
    3,410,816
    
    
    $
    25.89
 
 (1)
    
    Represents shares purchased in open-market transactions pursuant to our
publicly announced repurchase program and shares withheld to satisfy the employees
withholding taxes upon vesting of restricted stock we awarded to employees. There
were 208,116 shares withheld in the quarter to satisfy employee tax withholdings.(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. These
amounts are not included in the table above. 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. Share repurchase activity for the last two
authorizations is included in the table above.(3)
    
    As noted above, on July 21, 2005 we announced that our Board of Directors
authorized the repurchase of 20 million additional shares under a previously
authorized repurchase program. This repurchase authorization does not have a
scheduled expiration date. 29




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##### Table of Contents



Item 5. Other Information
 (a)
    
    Item 8.01. Other Events. On April 24, 2008, our Board of Directors declared a dividend
of $0.135 per share on PepsiAmericas common stock. The dividend is payable July 1, 2008 to
shareholders of record on June 13, 2008. Our Board of Directors reviews the dividend
policy on a quarterly basis.
 
 Item 6. Exhibits
  30




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##### Table of Contents



SIGNATURES
  PEPSIAMERICAS, INC.Dated: May 2, 2008
    
    By:
    
    /s/ ALEXANDER H. WAREAlexander H. WareExecutive Vice President and Chief Financial Officer(As Principal Financial Officer and Duly AuthorizedOfficer of PepsiAmericas, Inc.)Dated: May 2, 2008
    
    By:
    
    /s/ TIMOTHY W. GORMANTimothy W. GormanSenior Vice President and Controller(As Chief Accounting Officer)
 31




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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 December 14, 2006 (incorporated by reference to the
Companys Current Report on
Form 8-K (File No. 001-15019) filed
on December 18, 2006).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.
 32