##### 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 24, 2007 (12 weeks)
 OR
 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 333-80361-01
 BOTTLING GROUP, LLC
  Delaware
    
    13-4042452(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer
Identification No.)One Pepsi Way, Somers, New York
    
    10589(Address of principal executive offices)
    
    (Zip Code)
 914-767-6000
 N/A
 þ o
  o o þ
 o þ




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##### 



Bottling Group, LLC  Index
 Page No.Part I
    
    Financial InformationItem 1.
    
    Financial StatementsCondensed Consolidated Statements of Operations -
12 weeks ended March 24, 2007 and March 25, 2006
    
    
    2Condensed Consolidated Statements of Cash Flows -
12 weeks ended March 24, 2007 and March 25, 2006
    
    
    3Condensed Consolidated Balance Sheets -
March 24, 2007 and December 30, 2006
    
    
    4Notes to Condensed Consolidated Financial Statements
    
    
    5-12Item 2.
    
    Managements Financial Review
    
    
    13-20Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    21Item 4.
    
    Controls and Procedures
    
    
    21Part II
    
    Other InformationItem 6.
    
    Exhibits
    
    
    22




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##### Table of Contents



PART I  FINANCIAL INFORMATION
 
 Item 1.
 Bottling Group, LLC
 
 Condensed Consolidated Statements of Operations
  12 Weeks EndedMarch
    
    
    March24, 2007
    
    
    25, 2006Net revenues
    
    $
    2,466
    
    
    $
    2,367Cost of sales
    
    
    1,343
    
    
    
    1,271Gross profit
    
    
    1,123
    
    
    
    1,096Selling, delivery and administrative expenses
    
    
    1,004
    
    
    
    977Operating income
    
    
    119
    
    
    
    119Interest expense
    
    
    53
    
    
    
    45Interest income
    
    
    44
    
    
    
    29Other non-operating expenses, net
    
    
    1
    
    
    
    Minority interest
    
    
    1
    
    
    
    Income before income taxes
    
    
    108
    
    
    
    103Income tax expense
    
    
    6
    
    
    
    5Net income
    
    $
    102
    
    
    $
    98
  2




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Bottling Group, LLC
 
 Condensed Consolidated Statements of Cash Flows
  12 Weeks EndedMarch
    
    
    March24, 2007
    
    
    25, 2006Cash Flows  OperationsNet income
    
    $
    102
    
    
    $
    98Adjustments to reconcile net income to net cash provided by operations:Depreciation and amortization
    
    
    144
    
    
    
    139Deferred income taxes
    
    
    (6
    )
    
    
    (10
    )Stock-based compensation
    
    
    14
    
    
    
    16Other non-cash charges and credits, net
    
    
    43
    
    
    
    42Changes in operating working capital, excluding effects of acquisitions:Accounts receivable, net
    
    
    (13
    )
    
    
    (5
    )Inventories
    
    
    (125
    )
    
    
    (95
    )Prepaid expenses and other current assets
    
    
    81
    
    
    
    32Accounts payable and other current liabilities
    
    
    14
    
    
    
    11Income taxes payable
    
    
    
    
    
    
    4Net change in operating working capital
    
    
    (43
    )
    
    
    (53
    )Pension contributions
    
    
    (1
    )
    
    
    Other, net
    
    
    (19
    )
    
    
    (16
    )Net Cash Provided by Operations
    
    
    234
    
    
    
    216Cash Flows  InvestmentsCapital expenditures
    
    
    (174
    )
    
    
    (171
    )Acquisitions, net of cash acquired
    
    
    (49
    )
    
    
    Proceeds from sale of property, plant and equipment
    
    
    4
    
    
    
    3Notes receivable from PBG, net
    
    
    (98
    )
    
    
    (199
    )Other investing activities, net
    
    
    6
    
    
    
    Net Cash Used for Investments
    
    
    (311
    )
    
    
    (367
    )Cash Flows  FinancingShort-term borrowings, net
    
    
    12
    
    
    
    56Payments of long-term debt
    
    
    (8
    )
    
    
    (61
    )Net Cash Provided by (Used for) Financing
    
    
    4
    
    
    
    (5
    )Effect of Exchange Rate Changes on Cash and Cash Equivalents
    
    
    (4
    )
    
    
    2Net Decrease in Cash and Cash Equivalents
    
    
    (77
    )
    
    
    (154
    )Cash and Cash Equivalents  Beginning of Period
    
    
    441
    
    
    
    346Cash and Cash Equivalents  End of Period
    
    $
    364
    
    
    $
    192Supplemental Cash Flow InformationInterest paid
    
    $
    38
    
    
    $
    37Income taxes paid
    
    $
    12
    
    
    $
    12Changes in accounts payable related to capital expenditures
    
    $
    (30
    )
    
    $
    (35
    )Capital lease additions
    
    $
    2
    
    
    $
    7
  3




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Bottling Group, LLC
 
 Condensed Consolidated Balance Sheets
  (Unaudited)March
    
    
    December24, 2007
    
    
    30, 2006ASSETSCurrent AssetsCash and cash equivalents
    
    $
    364
    
    
    $
    441Accounts receivable, less allowance of $47 at
March 24, 2007 and $50 at December 30, 2006
    
    
    1,343
    
    
    
    1,331Inventories
    
    
    657
    
    
    
    533Prepaid expenses and other current assets
    
    
    281
    
    
    
    355Total Current Assets
    
    
    2,645
    
    
    
    2,660Property, plant and equipment, net
    
    
    3,758
    
    
    
    3,776Other intangible assets, net
    
    
    3,793
    
    
    
    3,768Goodwill
    
    
    1,485
    
    
    
    1,490Notes receivable from PBG
    
    
    3,245
    
    
    
    3,147Other assets
    
    
    121
    
    
    
    114Total Assets
    
    $
    15,047
    
    
    $
    14,955LIABILITIES AND OWNERS EQUITYCurrent LiabilitiesAccounts payable and other current liabilities
    
    $
    1,539
    
    
    $
    1,559Short-term borrowings
    
    
    255
    
    
    
    242Current maturities of long-term debt
    
    
    10
    
    
    
    16Total Current Liabilities
    
    
    1,804
    
    
    
    1,817Long-term debt
    
    
    3,762
    
    
    
    3,759Other liabilities
    
    
    924
    
    
    
    863Deferred income taxes
    
    
    396
    
    
    
    406Minority interest
    
    
    19
    
    
    
    18Total Liabilities
    
    
    6,905
    
    
    
    6,863Owners EquityOwners net investment (includes impact from
adopting FIN 48 in fiscal year 2007 of ($45))
    
    
    8,748
    
    
    
    8,681Accumulated other comprehensive loss
    
    
    (606
    )
    
    
    (589
    )Total Owners Equity
    
    
    8,142
    
    
    
    8,092Total Liabilities and Owners Equity
    
    $
    15,047
    
    
    $
    14,955
  4




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Notes to Condensed Consolidated Financial Statements
  Note 1Basis of Presentation
      Quarter
    
    U.S. & Canada
    
    Mexico & EuropeFirst Quarter
Second QuarterThird QuarterFourth Quarter
    
    12 weeks
12 weeks
12 weeks
16 weeks
    
    January and February
March, April and May
June, July and August
September, October, November and December
  Note 2Seasonality of Business
  5




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Note 3New Accounting Standards
 SFAS No. 157
  SFAS No. 158
  SFAS No. 159
  Note 4Share-Based Compensation
   6




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12 Weeks EndedMarch 24,
    
    March 25,2007
    
    2006Total share-based compensation expense
    
    $
    14
    
    
    $
    16
    Note 5Balance Sheet Details
 March
    
    
    December24, 2007
    
    
    30, 2006Accounts
ReceivableTrade accounts receivable
    
    $
    1,158
    
    
    $
    1,163Allowance for doubtful accounts
    
    
    (47
    )
    
    
    (50
    )Accounts receivable from PepsiCo
    
    
    179
    
    
    
    168Other receivables
    
    
    53
    
    
    
    50$
    1,343
    
    
    $
    1,331
 InventoriesRaw materials and supplies
    
    $
    254
    
    
    $
    201Finished goods
    
    
    403
    
    
    
    332$
    657
    
    
    $
    533
 Property,
Plant and Equipment, netLand
    
    $
    288
    
    
    $
    291Buildings and improvements
    
    
    1,409
    
    
    
    1,404Manufacturing and distribution equipment
    
    
    3,741
    
    
    
    3,705Marketing equipment
    
    
    2,432
    
    
    
    2,425Capital leases
    
    
    61
    
    
    
    60Other
    
    
    156
    
    
    
    1628,087
    
    
    
    8,047Accumulated depreciation
    
    
    (4,329
    )
    
    
    (4,271
    )$
    3,758
    
    
    $
    3,776Accounts
Payable and Other Current LiabilitiesAccounts payable
    
    $
    533
    
    
    $
    525Accounts payable to PepsiCo
    
    
    295
    
    
    
    234Trade incentives
    
    
    145
    
    
    
    194Accrued compensation and benefits
    
    
    183
    
    
    
    237Other accrued taxes
    
    
    88
    
    
    
    111Accrued interest
    
    
    59
    
    
    
    49Other current liabilities
    
    
    236
    
    
    
    209$
    1,539
    
    
    $
    1,559
 7




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Note 6Other Intangible Assets, net and Goodwill
  March
    
    
    December24, 2007
    
    
    30, 2006Intangibles subject to amortization:Gross carrying amount:Customer relationships and lists
    
    $
    52
    
    
    $
    54Franchise/distribution rights
    
    
    45
    
    
    
    45Other identified intangibles
    
    
    32
    
    
    
    32129
    
    
    
    131Accumulated amortization:Customer relationships and lists
    
    
    (12
    )
    
    
    (11
    )Franchise/distribution rights
    
    
    (28
    )
    
    
    (27
    )Other identified intangibles
    
    
    (16
    )
    
    
    (16
    )(56
    )
    
    
    (54
    )Intangibles subject to amortization, net
    
    
    73
    
    
    
    77Intangibles not subject to amortization:Carrying amount:Franchise rights
    
    
    3,174
    
    
    
    3,128Distribution rights
    
    
    287
    
    
    
    297Trademarks
    
    
    208
    
    
    
    215Other identified intangibles
    
    
    51
    
    
    
    51Intangibles not subject to amortization
    
    
    3,720
    
    
    
    3,691Total other intangible assets, net
    
    $
    3,793
    
    
    $
    3,768
    U.S. &Canada
    
    
    Europe
    
    
    Mexico
    
    
    TotalBalance at December 30, 2006
    
    $
    1,229
    
    
    $
    16
    
    
    $
    245
    
    
    $
    1,490Purchase price allocations relating to acquisitions
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    1Impact of foreign currency translation
    
    
    1
    
    
    
    
    
    
    
    (7
    )
    
    
    (6
    )Balance at March 24, 2007
    
    $
    1,231
    
    
    $
    16
    
    
    $
    238
    
    
    $
    1,485
 8




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Note 7 Pension and Postretirement Medical Benefit Plans
 Employee Benefit Plans
  Defined Benefit Pension Plans
  Defined Contribution Benefits
    12 Weeks EndedMarch
    
    
    March24, 2007
    
    
    25, 2006Service cost
    
    $
    13
    
    
    $
    12Interest cost
    
    
    21
    
    
    
    19Expected return on plan assets
    
    
    (24
    )
    
    
    (22
    )Amortization of prior service cost
    
    
    1
    
    
    
    2Amortization of net loss
    
    
    9
    
    
    
    9Net pension expense for the defined benefit plans
    
    
    20
    
    
    
    20Defined contribution plans expense
    
    
    6
    
    
    
    5Total U.S. pension expense recognized in the
Condensed Consolidated Statements of Operations
    
    $
    26
    
    
    $
    25
 9




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Postretirement Medical Benefits
   12 Weeks EndedMarch
    
    
    March24, 2007
    
    
    25, 2006Service cost
    
    $
    1
    
    
    $
    1Interest cost
    
    
    5
    
    
    
    5Amortization of net loss
    
    
    1
    
    
    
    1U.S. postretirement benefits expense recognized
in the Condensed Consolidated Statements of
Operations
    
    $
    7
    
    
    $
    7
 Note 8Income Taxes
  ,
     10




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Note 9Segment Information
   12 Weeks EndedMarch
    
    
    March24, 2007
    
    
    25, 2006Net RevenuesU.S. & Canada
    
    $
    2,102
    
    
    $
    2,036Europe
    
    
    176
    
    
    
    148Mexico
    
    
    188
    
    
    
    183Worldwide net revenues
    
    $
    2,466
    
    
    $
    2,367Operating Income (Loss)U.S. & Canada
    
    $
    142
    
    
    $
    139Europe
    
    
    (25
    )
    
    
    (22
    )Mexico
    
    
    2
    
    
    
    2Worldwide operating income
    
    
    119
    
    
    
    119Interest expense
    
    
    53
    
    
    
    45Interest income
    
    
    44
    
    
    
    29Other non-operating expenses, net
    
    
    1
    
    
    
    Minority interest
    
    
    1
    
    
    
    Income before income taxes
    
    $
    108
    
    
    $
    103
 11




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March
    
    
    December24, 2007
    
    
    30, 2006Total AssetsU.S. & Canada
    
    $
    12,247
    
    
    $
    12,072Europe
    
    
    1,071
    
    
    
    1,072Mexico
    
    
    1,729
    
    
    
    1,811Worldwide total assets
    
    $
    15,047
    
    
    $
    14,955
 Note 10Comprehensive Income
 12 Weeks EndedMarch
    
    
    March24, 2007
    
    
    25, 2006Net income
    
    $
    102
    
    
    $
    98Currency translation adjustment
    
    
    (34
    )
    
    
    26Cash flow hedge adjustment (a)
    
    
    1
    
    
    
    13Amortization of prior service cost/loss
in net periodic pension/postretirement
cost to expense
    
    
    11
    
    
    
    N/APension liability adjustment (b)
    
    
    5
    
    
    
    N/AComprehensive income
    
    $
    85
    
    
    $
    137
 
 (a)
    
    Net of taxes of $0 million and $1 million for the 12 weeks ended March 24, 2007 and March 25, 2006, respectively.(b)
    
    Net of taxes of $3 million for the 12 weeks ended March 24, 2007. Note 11Contingencies
  Note 12Subsequent Event
    12




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Item 2.  Managements Financial Review
  Overview
    Critical Accounting Policies
   
    
    Allowance for Doubtful Accounts;
    
    Recoverability of Goodwill and Intangible Assets with Indefinite Lives;
    
    Pension and Postretirement Medical Benefit Plans;
    
    Share-Based Compensation; and
    
    Income Taxes.
 Income Taxes
 ,
  13




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Financial Performance Results
 12 Weeks EndedMarch
    
    March
    
    %24, 2007
    
    25, 2006
    
    ChangeNet revenues
    
    $
    2,466
    
    
    $
    2,367
    
    
    
    4
    %Gross profit
    
    $
    1,123
    
    
    $
    1,096
    
    
    
    3
    %Operating income
    
    $
    119
    
    
    $
    119
    
    
    
    0
    %Net income
    
    $
    102
    
    
    $
    98
    
    
    
    4
    %
 Financial Performance Discussion
     Full-Year 2007 Outlook
  14




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First Quarter 2007 Results
  Volume
 12 Weeks EndedMarch 24, 2007 vs.March 25, 2006U.S. &Worldwide
    
    Canada
    
    Europe
    
    MexicoBase volume
    
    
    0
    %
    
    
    (1
    )%
    
    
    8
    %
    
    
    (3
    )%Acquisitions
    
    
    0
    %
    
    
    
    
    
    
    
    
    
    
    5
    %Total Volume change
    
    
    0
    %
    
    
    (1
    )%
    
    
    8
    %
    
    
    2
    %
    
   15




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Net Revenues
 12 Weeks EndedMarch 24, 2007 vs.March 25, 2006U.S. &Worldwide
    
    Canada
    
    Europe
    
    MexicoVolume impact
    
    
    0
    %
    
    
    (1
    )%
    
    
    8
    %
    
    
    (3
    )%Net price per case impact (rate/mix)
    
    
    4
    %
    
    
    4
    %
    
    
    5
    %
    
    
    5
    %Acquisitions
    
    
    0
    %
    
    
    
    
    
    
    
    
    
    
    5
    %Currency translation
    
    
    0
    %
    
    
    0
    %
    
    
    6
    %
    
    
    (4
    )%Total Net Revenues change
    
    
    4
    %
    
    
    3
    %
    
    
    19
    %
    
    
    3
    %
     16




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Cost of Sales
 12 Weeks EndedMarch 24, 2007 vs.March 25, 2006WorldwideVolume impact
    
    
    0
    %Cost per case impact
    
    
    6
    %Acquisitions
    
    
    0
    %Currency translation
    
    
    0
    %Total Cost of Sales change
    
    
    6
    %
     Selling, Delivery and Administrative Expenses
 12 Weeks EndedMarch 24, 2007 vs.March 25, 2006WorldwideCost impact
    
    
    3
    %Acquisitions
    
    
    0
    %Currency translation
    
    
    0
    %Total SD&A change
    
    
    3
    %
  17




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Interest Expense
  Interest Income
  Income Tax Expense
  Liquidity and Financial Condition
 Cash Flows
    Liquidity and Capital Resources
  Contractual Obligations
  18




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Off-Balance Sheet Arrangements
    19




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Cautionary Statements
  
    
    changes in our relationship with PepsiCo that could have a material adverse effect on our long-term and short-term
business and financial results;
    
    material changes in expected levels of bottler incentive payments from PepsiCo;
    
    restrictions imposed by PepsiCo on our raw material suppliers that could increase our costs;
    
    material changes from expectations in the cost or availability of raw materials, ingredients or packaging
materials;
    
    limitations on the availability of water or obtaining water rights;
    
    an inability to achieve cost savings;
    
    material changes in capital investment for infrastructure and an inability to achieve the expected timing for
returns on cold-drink equipment and related infrastructure expenditures;
    
    decreased demand for our product resulting from changes in consumers preferences;
    
    an inability to achieve volume growth through product and packaging initiatives;
    
    impact of competitive activities on our business;
    
    impact of customer consolidations on our business;
    
    changes in product category consumption;
    
    unfavorable weather conditions in our markets;
    
    an inability to meet projections for performance in newly acquired territories;
    
    loss of business from a significant customer;
    
    failure or inability to comply with laws and regulations;
    
    changes in laws, regulations and industry guidelines governing the manufacture and sale of food and beverages,
including restrictions on the sale of carbonated soft drinks in schools;
    
    litigation, other claims and negative publicity relating to the alleged unhealthy properties of soft drinks;
    
    changes in laws and regulations governing the environment, transportation, employee safety, labor and government
contracts;
    
    changes in accounting standards and taxation requirements (including unfavorable outcomes from audits performed by
various tax authorities);
    
    unforeseen economic and political changes;
    
    possible recalls of our products;
    
    interruptions of operations due to labor disagreements;
    
    changes in our debt ratings;
    
    material changes in expected interest and currency exchange rates and unfavorable market performance of PBGs
pension plan assets; and
    
    an inability to achieve strategic business plan targets that could result in an intangible asset impairment charge.
 20




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Item 3.
 Quantitative and Qualitative Disclosures About Market Risk
  
 Item 4.
 Controls and Procedures
   21




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PART II  OTHER INFORMATION
 
 Item 6.
 Exhibits
 Exhibit No.10.1
    
    Private Limited Company Agreement of PR Beverages Limited
dated as of March 1, 2007 among PBG Beverages Ireland Limited,
PepsiCo (Ireland), Limited and PR Beverages Limited.31.1
    
    Certification by the Principal Executive Officer pursuant to
Section 302 of the SarbanesOxley Act of 200231.2
    
    Certification by the Principal Financial Officer pursuant to
Section 302 of the SarbanesOxley Act of 200232.1
    
    Certification by the Principal Executive Officer pursuant to
Section 906 of the SarbanesOxley Act of 200232.2
    
    Certification by the Principal Financial Officer pursuant to
Section 906 of the SarbanesOxley Act of 200299.1
    
    The Pepsi Bottling Group, Inc. (PBG) Form 10-Q for the
quarterly period ended March 24, 2007, as required by the SEC
as a result of our guarantee of up to $1,000,000,000 aggregate
principal amount of our 7% Senior Notes due in 2029.
 22




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SIGNATURES
  BOTTLING GROUP, LLC
(Registrant)Date: April 30, 2007
    /s/ Andrea L. ForsterAndrea L. ForsterPrincipal Accounting Officer and Managing DirectorDate: April 30, 2007
    /s/ Alfred H. DrewesAlfred H. DrewesPrincipal Financial Officer




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Exhibit 31.1
 
  1.
    
    I have reviewed this quarterly report on Form 10-Q of Bottling Group, LLC;2.
    
    Based on my knowledge, this report does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period
covered by this report;3.
    
    Based on my knowledge, the financial statements, and other financial information included in
this report, fairly present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods presented in this
report;4.
    
    The registrants other certifying officer and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have:
 a)
    
    Designed such disclosure controls and procedures, or caused such disclosure controls
and procedures to be designed under our supervision, to ensure that material information
relating to the registrant, including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the period in which this report is
being prepared;b)
    
    Designed such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally accepted
accounting principles;c)
    
    Evaluated the effectiveness of the registrants disclosure controls and procedures
and presented in this report our conclusions about the effectiveness of the disclosure
controls and procedures, as of the end of the period covered by this report based on such
evaluation; andd)
    
    Disclosed in this report any change in the registrants internal control over
financial reporting that occurred during the registrants most recent fiscal quarter (the
registrants fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the registrants internal control
over financial reporting; and
 5.
    
    The registrants other certifying officer and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrants auditors and the
audit committee of the registrants board of directors (or persons performing the equivalent
functions):
 a)
    
    All significant deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to adversely affect
the registrants ability to record, process, summarize and report financial information;
andb)
    
    Any fraud, whether or not material, that involves management or other employees who
have a significant role in the registrants internal control over financial reporting.
 Date: April 30, 2007
    /s/ Eric J. FossEric J. FossPrincipal Executive Officer




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Exhibit 31.2
 
  1.
    
    I have reviewed this quarterly report on Form 10-Q of Bottling Group, LLC;2.
    
    Based on my knowledge, this report does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period
covered by this report;3.
    
    Based on my knowledge, the financial statements, and other financial information included in
this report, fairly present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods presented in this
report;4.
    
    The registrants other certifying officer and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have:
 a)
    
    Designed such disclosure controls and procedures, or caused such disclosure controls
and procedures to be designed under our supervision, to ensure that material information
relating to the registrant, including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the period in which this report is
being prepared;b)
    
    Designed such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally accepted
accounting principles;c)
    
    Evaluated the effectiveness of the registrants disclosure controls and procedures
and presented in this report our conclusions about the effectiveness of the disclosure
controls and procedures, as of the end of the period covered by this report based on such
evaluation; andd)
    
    Disclosed in this report any change in the registrants internal control over
financial reporting that occurred during the registrants most recent fiscal quarter (the
registrants fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the registrants internal control
over financial reporting; and
 5.
    
    The registrants other certifying officer and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrants auditors and the
audit committee of the registrants board of directors (or persons performing the equivalent
functions):
 a)
    
    All significant deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to adversely affect
the registrants ability to record, process, summarize and report financial information;
andb)
    
    Any fraud, whether or not material, that involves management or other employees who
have a significant role in the registrants internal control over financial reporting.
 Date:      April 30, 2007
    /s/ Alfred H. DrewesAlfred H. DrewesPrincipal Financial Officer




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Exhibit 32.1
 
  (1)
    
    The Quarterly Report on Form 10-Q of the Company for the quarter ended March
24, 2007 (the Form 10-Q) fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934 (the Act); and(2)
    
    The information contained in the Form 10-Q fairly presents, in all material
respects, the financial conditions and results of operations of the Company as of the
dates and for the periods referred to in the Form 10-Q.
 /s/ Eric J. FossEric J. FossPrincipal Executive OfficerApril 30, 2007




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Exhibit 32.2
 
  (1)
    
    The Quarterly Report on Form 10-Q of the Company for the quarter ended March
24, 2007 (the Form 10-Q) fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934 (the Act); and(2)
    
    The information contained in the Form 10-Q fairly presents, in all material
respects, the financial conditions and results of operations of the Company as of the
dates and for the periods referred to in the Form 10-Q.
 /s/ Alfred H. DrewesAlfred H. DrewesPrincipal Financial OfficerApril 30, 2007