UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K/A
(Amendment No. 1)
X Annual report pursuant to Section 13 or 15(d) of the Securities Exchange
- --- Act of 1934
For the Fiscal Year Ended December 28, 2002
or
Transition report pursuant to Section 13 or 15(d) of the Securities
- --- Exchange Act of 1934 (No Fee Required)
For the transition period from to
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Commission file number 1-14893
The Pepsi Bottling Group, Inc.
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(Exact name of Registrant as Specified in its Charter)
Incorporated in Delaware 13-4038356
(State or other Jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
One Pepsi Way
Somers, New York 10589
(Address of Principal Executive Offices) (Zip code)
Registrant's telephone number, including area code: (914) 767-6000
_________________________
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class on Which Registered
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Common Stock, par value $.01 per share New York Stock Exchange
7% Series B Senior Notes due 2029 New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
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 if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
Indicate by checkmark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). Yes X No
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The number of shares of Capital Stock of The Pepsi Bottling Group, Inc.
outstanding as of March 11, 2003 was 278,552,993. The aggregate market value of
The Pepsi Bottling Group, Inc. Capital Stock held by non-affiliates of The Pepsi
Bottling Group, Inc. as of June 15, 2002 was $5,803,740,542.
Documents of Which Portions Parts of Form 10-K into Which Portion
Are Incorporated by Reference of Documents Are Incorporated
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2002 Annual Report to Shareholders I, II
Proxy Statement for The Pepsi Bottling Group, Inc. III
May 28, 2003 Annual Meeting of Shareholders
Explanatory Note
We are filing this Amendment No. 1 to the Annual Report on Form 10-K of The
Pepsi Bottling Group, Inc. for the fiscal year ended December 28, 2002,
previously filed with the Securities and Exchange Commission on March 28, 2003
(the "Annual Report"), to effect the amendment described below.
Item 14, 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 14 of the Annual Report and does not
otherwise update disclosures for events that occurred subsequent to the original
filing date of the Annual Report.
1
PART III
Item 14. Controls and Procedures
Evaluation of our Disclosure Controls and Internal Controls.
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 IV
Item 15. Exhibits, Financial Statement Schedule and Reports on Form 8-K
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
SIGNATURES
Pursuant to the requirements of Section 13 of the Securities Exchange Act
of 1934, The Pepsi Bottling Group, Inc. has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
Dated: May 22, 2003
The Pepsi Bottling Group, Inc.
By: /s/ John T. Cahill
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John T. Cahill
Chairman and Chief Executive Officer
Form 10-K Certification
I, John T. Cahill, certify that:
1. I have reviewed this Amendment No. 1 to the annual report on Form 10-K
of The Pepsi Bottling Group, Inc. (the "amended annual report");
2. Based on my knowledge, this amended annual 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 annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this amended annual 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 annual 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 annual 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 annual report (the
"Evaluation Date"); and
c) Presented in this amended annual 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 annual report whether 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-K Certification
I, Alfred H. Drewes, certify that:
1. I have reviewed this Amendment No. 1 to the annual report on Form 10-K
of The Pepsi Bottling Group, Inc. (the "amended annual report");
2. Based on my knowledge, this amended annual 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 annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this amended annual 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 annual 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 annual 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 annual report (the
"Evaluation Date"); and
c) Presented in this amended annual 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 annual report whether 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
Chief Financial Officer