UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-Q/A
(Amendment No. 1)
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
- --- ACT OF 1934
For the quarterly period ended March 22, 2003 (12-weeks)
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OR
- --- TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 1-14893
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THE PEPSI BOTTLING GROUP, INC.
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(Exact name of registrant as specified in its charter)
Delaware 13-4038356
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(State or other jurisdiction of (I.R.S.
Employer incorporate or organization) Identification No.)
One Pepsi Way, Somers, New York 10589
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(Address of principal executive offices) (Zip Code)
914-767-6000
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(Registrant's telephone number, including area code)
N/A
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(Former name, former address and former fiscal year, if changed since last
report.)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES X NO
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Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes X No
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Number of shares of Common Stock outstanding as of April 19, 2003:
274,178,773
Explanatory Note
We are filing this Amendment No. 1 to the Quarterly Report on Form 10-Q of
The Pepsi Bottling Group, Inc. for the quarterly period ended March 22, 2003,
previously filed with the Securities and Exchange Commission on May 6, 2003 (the
"Quarterly Report"), to effect the amendment described below.
Item 4, Controls and Procedures, has been amended to eliminate the
paragraph titled "Limitations on the Effectiveness of Controls" and any
references thereto.
This Amendment amends only Item 4 of the Quarterly Report and does not
otherwise update disclosures for events that occurred subsequent to the original
filing date of the Quarterly Report.
1
PART I
Item 4. Controls and Procedures
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Within 90 days prior to the filing date of this report, PBG carried out an
evaluation, under the supervision and with the participation of our management,
including the Chief Executive Officer and the Chief Financial Officer of PBG, of
the effectiveness and design and operation of our disclosure controls and
procedures pursuant to the Exchange Act Rule 13a-14. Based upon that evaluation,
the Chief Executive Officer and the Chief Financial Officer concluded that our
disclosure controls and procedures are effective in timely alerting them to
material information relating to PBG and its consolidated subsidiaries required
to be included in PBG's periodic filings with the SEC. In addition, there were
no significant changes in our internal controls or in other factors that could
significantly affect these internal controls subsequent to the date of our most
recent evaluation.
PART II
Item 6. Exhibits and Reports on Form 8-K
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EXHIBITS
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Exhibit 99.1 Certification by the Chief Executive Officer of
Periodic Financial Report pursuant to Section
906 of the Sarbanes-Oxley Act of 2002
Exhibit 99.2 Certification by the Chief Financial Officer of
Periodic Financial Report pursuant to Section
906 of the Sarbanes-Oxley Act of 2002
2
Pursuant to the requirement of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned.
THE PEPSI BOTTLING GROUP, INC.
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(Registrant)
Date: May 22, 2003 /s/ Andrea L. Forster
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Andrea L. Forster
Vice President and Controller
Date: May 22, 2003 /s/ Alfred H. Drewes
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Alfred H. Drewes
Senior Vice President and
Chief Financial Officer
Form 10-Q Certification
I, John T. Cahill, certify that:
1. I have reviewed this Amendment No. 1 to the quarterly report on Form
10-Q of The Pepsi Bottling Group, Inc. (the "amended quarterly
report");
2. Based on my knowledge, this amended quarterly 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 amended quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this amended quarterly 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 amended quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and have:
a) Designed such disclosure controls and procedures 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 amended quarterly report is being
prepared;
b) Evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this amended quarterly report (the
"Evaluation Date"); and
c) Presented in this amended quarterly report our conclusions
about the effectiveness of the disclosure controls and
procedures based on our evaluation as of the Evaluation
Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent functions):
a) All significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and
report financial data and have identified for the
registrant's auditors any material weaknesses in internal
controls; and
b) Any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in
this amended quarterly report whether or not there were significant
changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of our
most recent evaluation, including any corrective actions with regard
to significant deficiencies and material weaknesses.
Date: May 22, 2003 By: /s/ John T. Cahill
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John T. Cahill
Chief Executive Officer
Form 10-Q Certification
I, Alfred H. Drewes, certify that:
1. I have reviewed this Amendment No. 1 to the quarterly report on Form
10-Q of The Pepsi Bottling Group, Inc. (the "amended quarterly
report");
2. Based on my knowledge, this amended quarterly 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 amended quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this amended quarterly 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 amended quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and have:
a) Designed such disclosure controls and procedures 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 amended quarterly report is being
prepared;
b) Evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this amended quarterly report (the
"Evaluation Date"); and
c) Presented in this amended quarterly report our conclusions
about the effectiveness of the disclosure controls and
procedures based on our evaluation as of the Evaluation
Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent functions):
a) All significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and
report financial data and have identified for the
registrant's auditors any material weaknesses in internal
controls; and
b) Any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in
this amended quarterly report whether or not there were significant
changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of our
most recent evaluation, including any corrective actions with regard
to significant deficiencies and material weaknesses.
Date: May 22, 2003 By: /s/ Alfred H. Drewes
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Alfred H. Drewes
Senior Vice President and
Chief Financial Officer