FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 (Mark One) X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE - --- ACT OF 1934 For the quarterly period ended June 10, 2000 (24-weeks) ------------------------ OR --- 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 1-14893 ------- THE PEPSI BOTTLING GROUP, INC. ------------------------------ (Exact name of registrant as specified in its charter) Delaware 13-4038356 -------- ---------- (State or other jurisdiction of (I.R.S. Employer incorporate or organization) Identification No.) One Pepsi Way, Somers, New York 10589 ------------------------------- ----- (Address of principal executive offices) (Zip Code) 914-767-6000 ------------ (Registrant's telephone number, including area code) N/A --- (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 --- --- Number of shares of Common Stock outstanding as of July 7, 2000: 146,960,318 The Pepsi Bottling Group, Inc. Index Page No. -------- Part I Financial Information Item 1. Financial Statements Condensed Consolidated Statements of Operations - 12 and 24-weeks ended June 10, 2000 and June 12, 1999 2 Condensed Consolidated Statements of Cash Flows - 24-weeks ended June 10, 2000 and June 12, 1999 3 Condensed Consolidated Balance Sheets - June 10, 2000 and December 25, 1999 4 Notes to Condensed Consolidated Financial Statements 5-8 Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition 9-14 Item 3. Quantitative and Qualitative Disclosures About Market Risk 14 Independent Accountants' Review Report 15 Part II Other Information and Signatures Item 6. Exhibits 16 -1- PART I - FINANCIAL INFORMATION Item 1. The Pepsi Bottling Group, Inc. Condensed Consolidated Statements of Operations in millions except per share amounts, unaudited 12-weeks Ended 24-weeks Ended June 10, June 12, June 10, June 12, 2000 1999 2000 1999 ---- ---- ---- ---- Net Revenues................................................ $1,913 $1,831 $3,458 $3,283 Cost of sales............................................... 1,033 1,046 1,878 1,881 ------ ------ ------ ------ Gross Profit................................................ 880 785 1,580 1,402 Selling, delivery and administrative expenses............... 689 648 1,314 1,223 Non-cash compensation charge................................ - 45 - 45 ------ ------ ------ ------ Operating Income............................................ 191 92 266 134 Interest expense, net....................................... 44 51 89 97 Foreign currency gain....................................... - (1) - - Minority interest........................................... 12 7 15 7 ------ ------ ------ ------ Income before income taxes.................................. 135 35 162 30 Income tax expense.......................................... 50 15 60 13 ------ ------ ------ ------ Net Income.................................................. $ 85 $ 20 $ 102 $ 17 ====== ====== ====== ====== Basic and Diluted Earnings Per Share As reported................................................. $ 0.58 $ 0.14 $ 0.69 $ 0.18 Weighted-Average Basic and Diluted Shares Outstanding................................................ 148 142 148 98 Pro Forma Basic and Diluted Earnings Per Share As reported................................................. $ 0.58 $ 0.13 $ 0.69 $ 0.11 Excluding non-cash compensation charge...................... $ 0.58 $ 0.32 $ 0.69 $ 0.30 Weighted-Average Basic and Diluted Shares Outstanding............................................... 148 155 148 155 See accompanying notes to Condensed Consolidated Financial Statements. -2- The Pepsi Bottling Group, Inc. Condensed Consolidated Statements of Cash Flows in millions, unaudited 24-weeks Ended June 10, June 12, 2000 1999 ----- ---- Cash Flows - Operations Net income...................................................................... $ 102 $ 17 Adjustments to reconcile net income to net cash provided by operations: Depreciation.............................................................. 153 164 Amortization.............................................................. 61 59 Deferred income taxes..................................................... (14) (2) Non-cash compensation charge.............................................. - 29 Other non-cash charges and credits, net................................... 78 57 Changes in operating working capital, excluding effects of acquisitions; Trade accounts receivable............................................... (177) (182) Inventories............................................................. (49) (44) Prepaid expenses, deferred income taxes and other current assets........ (10) (20) Accounts payable and other current liabilities.......................... 104 93 ------ ------ Net change in operating working capital .................................. (132) (153) ------ ------ Net Cash Provided by Operations................................................... 248 171 ------ ------ Cash Flows - Investments Capital expenditures........................................................... (224) (232) Acquisitions of bottlers....................................................... (2) (165) Other, net..................................................................... (4) 21 ------ ------ Net Cash Used by Investments...................................................... (230) (376) ------ ------ Cash Flows - Financing Short-term borrowings - three months or less................................... 7 (66) Proceeds from third-party debt................................................. - 3,260 Replacement of PepsiCo allocated debt.......................................... - (3,300) Payments of third-party debt................................................... (8) (41) Dividends paid................................................................. (6) - Treasury stock transactions.................................................... (58) - Net IPO proceeds............................................................... - 2,208 Decrease in advances from PepsiCo.............................................. - (1,834) ------ ------ Net Cash (Used) Provided by Financing............................................. (65) 227 ------ ------ Effect of Exchange Rate Changes on Cash and Cash Equivalents...................... (3) (1) ------ ------ Net (Decrease) Increase in Cash and Cash Equivalents............................. (50) 21 Cash and Cash Equivalents - Beginning of Period................................... 190 36 ------ ------ Cash and Cash Equivalents - End of Period......................................... $ 140 $ 57 ====== ====== Supplemental Cash Flow Information Third-party interest and income taxes paid........................................ $ 164 $ 2 ====== ====== See accompanying notes to Condensed Consolidated Financial Statements. -3- The Pepsi Bottling Group, Inc. Condensed Consolidated Balance Sheets in millions, except per share amounts (Unaudited) June December 10, 2000 25, 1999 -------- -------- Assets - ------ Current Assets Cash and cash equivalents................................................ $ 140 $ 190 Trade accounts receivable, less allowance of $48 at June 10, 2000 and December 25, 1999................................ 977 827 Inventories.............................................................. 340 293 Prepaid expenses, deferred income taxes and other current assets......... 165 183 ------ ------ Total Current Assets............................................. 1,622 1,493 Property, plant and equipment, net......................................... 2,270 2,218 Intangible assets, net..................................................... 3,758 3,819 Other assets............................................................... 80 89 ------ ------ Total Assets.................................................... $7,730 $7,619 ====== ====== Liabilities and Shareholders' Equity - ------------------------------------ Current Liabilities Accounts payable and other current liabilities........................... $1,026 $ 924 Short-term borrowings.................................................... 22 23 ------ ------ Total Current Liabilities........................................ 1,048 947 Long-term debt............................................................. 3,269 3,268 Other liabilities.......................................................... 418 385 Deferred income taxes...................................................... 1,124 1,178 Minority interest.......................................................... 291 278 ------ ------ Total Liabilities................................................ 6,150 6,056 Shareholders' Equity Common stock, par value $.01 per share: Authorized 300 shares, issued 155 shares............................ 2 2 Additional paid-in capital.............................................. 1,736 1,736 Retained earnings....................................................... 234 138 Accumulated other comprehensive loss.................................... (244) (223) Treasury stock: 8 shares and 5 shares at June 10, 2000 and December 25, 1999, respectively................................................... (148) (90) ------ ------ Total Shareholders' Equity....................................... 1,580 1,563 ------ ------ Total Liabilities and Shareholders' Equity...................... $7,730 $7,619 ====== ====== See accompanying notes to Condensed Consolidated Financial Statements. -4- The Pepsi Bottling Group, Inc. Notes to Condensed Consolidated Financial Statements (unaudited) Tabular dollars in millions - -------------------------------------------------------------------------------- Note 1 - Basis of Presentation The Pepsi Bottling Group, Inc. ("PBG") consists of bottling operations located in the United States, Canada, Spain, Greece and Russia. These bottling operations manufacture, sell and distribute Pepsi-Cola beverages including Pepsi-Cola, Diet Pepsi, Mountain Dew and other brands of carbonated soft drinks and other ready-to-drink beverages. Approximately 90% of PBG's net revenues were derived from the sale of Pepsi-Cola beverages. References to PBG throughout these Condensed Consolidated Financial Statements are made using the first-person notations of "we," "our" and "us." Prior to our formation, we were an operating unit of PepsiCo, Inc. ("PepsiCo"). On March 31, 1999, we offered 100,000,000 shares of PBG common stock for sale at $23 per share in an initial public offering generating $2,208 million in net proceeds. These proceeds were used to repay obligations to PepsiCo and fund acquisitions. Subsequent to the offering, PepsiCo owned and continues to own 55,005,679 shares of common stock, consisting of 54,917,329 shares of common stock and 88,350 shares of Class B common stock. PepsiCo's ownership has increased to 37.4% of the outstanding common stock at June 10, 2000 as a result of net repurchases of 8.1 million shares under our share repurchase program, which began in October 1999. PepsiCo also owns 100% of the outstanding Class B common stock, together representing 45.6% of the voting power of all classes of our voting stock. Subsequent to the offering, PepsiCo also owns 7.1% of the equity of Bottling Group, LLC, our principal operating subsidiary, giving PepsiCo economic ownership of 41.9% of our combined operations at June 10, 2000. The accompanying Condensed Consolidated Financial Statements include information that has been presented on a "carve-out" basis for the periods prior to our initial public offering. This information includes the historical results of operations and assets and liabilities directly related to PBG, and has been prepared from PepsiCo's historical accounting records. Certain estimates, assumptions and allocations were made in determining such financial statement information. Therefore, these Condensed Consolidated Financial Statements may not necessarily be indicative of the results of operations, financial position or cash flows that would have existed had we been a separate, independent company from the first day of all periods presented. The accompanying Condensed Consolidated Balance Sheet at June 10, 2000, the Condensed Consolidated Statements of Operations for the 12 and 24-weeks ended June 10, 2000 and June 12, 1999 and the Condensed Consolidated Statements of Cash Flows for the 24-weeks ended June 10, 2000 and June 12, 1999 have not been audited, but have been prepared in conformity with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. These Condensed Consolidated Financial Statements should be read in conjunction with the audited consolidated financial statements for the year ended December 25, 1999 as presented in our Annual Report on Form 10-K. In the opinion of management, this interim information includes all material adjustments, which are of a normal and recurring nature, necessary for a fair presentation. -5- Note 2 - Seasonality of Business The results for the second quarter and first 24-weeks are not necessarily indicative of the results that may be expected for the full year because of business seasonality. The seasonality of our operating results arises from higher sales in the second and third quarters versus the first and fourth quarters of the year, combined with the impact of fixed costs, such as depreciation, amortization and interest, which are not significantly impacted by business seasonality. Note 3 - Inventories June December 10, 2000 25, 1999 -------- -------- Raw materials and supplies......................... $ 125 $ 110 Finished goods..................................... 215 183 ------ ------ $ 340 $ 293 ====== ====== Note 4 - Property, Plant and Equipment, net June December 10, 2000 25, 1999 -------- -------- Land............................................... $ 144 $ 145 Buildings and improvements......................... 862 852 Production and distribution equipment.............. 2,148 2,112 Marketing equipment................................ 1,667 1,596 Other.............................................. 86 84 ------ ------ 4,907 4,789 Accumulated depreciation........................... (2,637) (2,571) ------ ------ $2,270 $2,218 ====== ====== Note 5 - Comprehensive Income 12-weeks Ended 24-weeks Ended June June June June 10, 2000 12, 1999 10, 2000 12, 1999 -------- -------- -------- -------- Net income......................................... $ 85 $ 20 $ 102 $ 17 Currency translation adjustment.................... (8) (7) (21) 4 Minimum pension liability adjustment............... - 19 - 19 ----- ----- ----- ----- Comprehensive Income............................... $ 77 $ 32 $ 81 $ 40 ===== ===== ===== ===== -6- Note 6 - Comparability of Results Asset Lives - ----------- At the beginning of fiscal year 2000, we changed the estimated useful lives of certain categories of assets primarily to reflect the success of our preventive maintenance programs in extending the useful lives of these assets. The changes, which are detailed in the table below, lowered total depreciation cost by $18 million, or $0.07 per share, and $32 million, or $0.12 per share, for the 12 and 24-weeks ended June 10, 2000, respectively. Estimated Useful Lives 2000 1999 ---- ---- Manufacturing equipment................................. 15 10 Heavy fleet............................................. 10 8 Fountain dispensing equipment........................... 7 5 Small specialty coolers and marketing equipment......... 3 5 to 7 Initial Public Offering - ----------------------- The 1999 financial information for the period prior to our initial public offering has been carved out from the financial statements of PepsiCo using the historical results of operations and assets and liabilities of our business. The Condensed Consolidated Financial Statements reflect certain costs that may not necessarily be indicative of the costs we would have incurred had we operated as an independent, stand-alone entity from the beginning of 1999. These costs include an allocation of PepsiCo corporate overhead and interest expense, and income taxes. o We included corporate overhead related to PepsiCo's corporate administrative functions based on a specific identification of PepsiCo's administrative costs relating to the bottling operations and, to the extent that such identification was not practicable, based upon the percentage of our revenues to PepsiCo's consolidated net revenues. These costs are included in selling, delivery and administrative expenses in our Condensed Consolidated Statements of Operations. o We allocated $3.3 billion of PepsiCo debt to our business. We charged interest expense on this debt using PepsiCo's weighted-average interest rate. Once we issued $3.3 billion of third-party debt in the first quarter of 1999, our actual interest rates were used to determine interest expense for the remainder of the year. Allocated interest expense was deemed to have been paid to PepsiCo, in cash, in the period in which the cost was incurred. o We reflected income tax expense in our Condensed Consolidated Financial Statements as if we had actually filed a separate income tax return. Our allocable share of income taxes was deemed to have been paid to PepsiCo, in cash, in the period in which the cost was incurred. -7- The amounts of the historical allocations described above are as follows: 1999 ---- Corporate overhead expense...................................... $ 3 Interest expense................................................ $ 28 PepsiCo weighted-average interest rate.......................... 5.8% In addition, our historical capital structure is not representative of our current structure due to our initial public offering. In 1999, immediately preceding the offering, we had 55,000,000 shares of common stock outstanding. In connection with the offering, we sold 100,000,000 shares to the public. Pro forma 1999 average shares outstanding reflect our initial public offering as if it occurred on the first day of fiscal year 1999. Note 7 - Non-cash Compensation Charge In connection with the consummation of our initial public offering, substantially all non-vested PepsiCo stock options held by our employees vested. As a result, we incurred a $45 million non-cash compensation charge in the second quarter of 1999 ($29 million after tax or $0.19 per share based on pro forma weighted average shares outstanding), equal to the difference between the market price of the PepsiCo capital stock and the exercise price of these options at the vesting date. Note 8 - Subsequent Events On June 12, 2000, union employees at our Burnsville, Minnesota plant went on strike over employment contract disputes. At this time we are not able to determine how long the strike will last. We do not believe the strike will have a significant financial impact on our overall results. -8- Item 2. Management's Discussion and Analysis of Results of Operations and Financial - -------------------------------------------------------------------------------- Condition Overview - ------------------ Just over 15 months ago, The Pepsi Bottling Group, Inc. (collectively referred to as "PBG," "we," "our" and "us") became a public company through an initial public offering of 100,000,000 shares of common stock. Since our separation from PepsiCo, Inc. and our beginning as a company focused solely on the bottling business we have concentrated our efforts on three key objectives - fixing the economics of our take-home business, aggressively growing our high-margin cold drink volume and sharply improving our international business. As we complete the first half of 2000, we are proud of our performance against these objectives as we have continued to generate outstanding operating results: o We delivered 18% and 19% constant territory EBITDA growth in the second quarter and first 24-weeks of 2000, respectively. o We delivered $0.58 in earnings per share in the second quarter, an increase of $0.26 over 1999 after adjusting for the number of shares outstanding and excluding a 1999 non-cash compensation charge. On a year-to-date basis, earnings per share more than doubled to $0.69. o We generated $20 million of operating free cash flow in the first 24-weeks of 2000, $60 million better than the prior year. The following management's discussion and analysis should be read in conjunction with our Condensed Consolidated Financial Statements and accompanying footnotes along with the cautionary statements at the end of this section. Constant Territory We believe that constant territory performance results are the most appropriate indicators of operating trends and performance, particularly in light of our stated intention of acquiring additional bottling territories, and are consistent with industry practice. Constant territory operating results are achieved by adjusting current year results to exclude significant current year acquisitions and adjusting prior year results to include the results of significant prior year acquisitions as if they had occurred on the first day of the prior fiscal year. Constant territory results also exclude any unusual impairment and other charges and credits. Use of EBITDA EBITDA, which is computed as operating income plus the sum of depreciation, amortization and any unusual non-cash charges and credits, is a key indicator management and the industry use to evaluate operating performance. It is not, however, required under generally accepted accounting principles and should not be considered an alternative to measurements required by GAAP such as net income or cash flows. -9- Comparability of Results Asset Lives - ----------- At the beginning of fiscal year 2000, we changed the estimated useful lives of certain categories of assets primarily to reflect the success of our preventive maintenance programs in extending the useful lives of these assets. The changes, which are detailed in Note 6 to the Condensed Consolidated Financial Statements, lowered total depreciation cost by $18 million, or $0.07 per share, and $32 million, or $0.12 per share, for the 12 and 24-weeks ended June 10, 2000, respectively. We anticipate that this change will reduce full year 2000 depreciation expense by approximately $70 million equivalent to $0.27 per share. Initial Public Offering - ----------------------- The 1999 financial information for the period prior to our initial public offering has been carved out from the financial statements of PepsiCo using the historical results of operations and assets and liabilities of our business. The Condensed Consolidated Financial Statements reflect certain costs that may not necessarily be indicative of the costs we would have incurred had we operated as an independent, stand-alone entity from the beginning of 1999. These costs include an allocation of PepsiCo corporate overhead and interest expense, and income taxes. We reflected income tax expense in the Condensed Consolidated Financial Statements as if we had actually filed a separate income tax return and allocated overhead and interest expense as follows: 1999 ---- Corporate overhead expense..................................... $ 3 Interest expense............................................... $ 28 PepsiCo weighted-average interest rate......................... 5.8% In addition, our historical capital structure is not representative of our current structure due to our initial public offering. In 1999, immediately preceding the offering, we had 55,000,000 shares of common stock outstanding. In connection with the offering, we sold 100,000,000 shares to the public. Results of Operations Reported Change Constant Territory Change June 10, 2000 June 10, 2000 12-weeks 24-weeks 12-weeks 24-weeks -------- -------- -------- -------- EBITDA............................. 18% 19% 18% 19% Volume.............................. 0% 0% 0% 0% Net Revenue per Case................ 4% 5% 4% 5% EBITDA Reported EBITDA was $299 million and $480 million in the second quarter and first 24-weeks of 2000, respectively, representing an 18% and 19% increase over the same periods of 1999. On a constant territory basis, EBITDA growth was also 18% and 19% over the same periods reflecting strong pricing in U.S. foodstores, an increased mix of higher margin cold drink volume and continued growth in our operations outside the U.S. -10- Volume Our worldwide physical case volume was flat on both a reported and constant territory basis in the second quarter and first 24-weeks of 2000. For both the second quarter and first 24-weeks of 2000, U.S. constant territory volume decreased 1% driven by declines in the take-home segment resulting from price increases and the lapping of a very successful Star Wars promotional program in the second quarter of 1999. While take-home volume was lower, we were able to make up some of the lost volume in our cold drink segment as we continued to be successful in placing cold drink equipment and in growing our small format channels. Outside the U.S., our constant territory volumes increased 7% in the quarter and 6% year-to-date reflecting continued improvements in Russia and solid growth in Spain. Russia volumes continued to rebound from the August 1998 devaluation of the ruble as we have aggressively reestablished brand Pepsi, introduced our own line of value brand beverage products (Fiesta) and continued to increase distribution of our water products. Partially offsetting the growth in Russia and Spain were volume declines in Canada resulting from significant price increases in foodstores in that country. Net Revenues Net revenues for the quarter were $1,913 million, a more than 4% increase over the prior year, raising year-to-date net revenues by 5% to $3,458 million. On a constant territory basis, worldwide net revenues and net revenue per case grew 4% and 5% in the quarter and for the first 24-weeks, respectively. These increases were driven by strong pricing, particularly in U.S. foodstores, and an increased mix of higher-revenue cold drink volume. Reported net revenues and net revenue per case were lowered by approximately 1% due to currency translation in both the quarter and 24-weeks ended June 10, 2000. Cost of Sales Cost of sales decreased $13 million, or 1%, in the second quarter and $3 million, or essentially flat, in the first half of 2000. Current year costs include a $9 million and $17 million favorable impact from the change in our estimated useful lives of manufacturing assets in the second quarter and first 24-weeks of 2000, respectively. Currency translations also had an approximately 1% favorable impact on the second quarter and year-to-date results. Excluding the effects of the change in depreciation lives and currency translations, cost of sales were 1% higher in the quarter and year-to-date, as higher U.S. concentrate costs were partially offset by favorable packaging and sweetener costs. Selling, delivery and administrative expenses Selling, delivery and administrative expenses grew $41 million, or 6%, in the second quarter, bringing year-to-date growth to $91 million, or 7%, over the comparable periods in 1999. This increase primarily reflects higher selling and delivery costs as we continued to aggressively place cold drink equipment and invest in this high margin segment of our business. In addition, higher performance based compensation costs and costs associated with our previously announced 401(k) plan contributed approximately 4 points of the cost growth in the quarter and 3 points of the cost growth year-to-date. Currency translation and the depreciation accounting change partially offset these cost increases. Currency translations had an approximately 1% favorable impact in both the quarter and 24-weeks ended June 10, 2000. Current year costs include a $9 million and $15 million favorable impact from the change in our estimated useful lives of certain selling and delivery assets in the second quarter and first 24-weeks of 2000, respectively. -11- Interest expense, net Interest expense decreased by $7 million in the quarter and $8 million in the first half of 2000 primarily reflecting lower external debt outside the U.S. Non-cash Compensation Charge In connection with the consummation of our initial public offering, substantially all non-vested PepsiCo stock options held by our employees vested. As a result, we incurred a $45 million non-cash compensation charge in the second quarter of 1999 ($29 million after tax or $0.19 per share based on pro forma weighted average shares outstanding), equal to the difference between the market price of the PepsiCo capital stock and the exercise price of these options at the vesting date. Minority Interest PBG and PepsiCo contributed bottling businesses and assets used in the bottling businesses to Bottling Group, LLC, our principal operating subsidiary, in connection with the formation of Bottling Group, LLC. As a result of the contribution of these assets, we own 92.9% of Bottling Group, LLC and PepsiCo owns the remaining 7.1%. Accordingly, starting from our initial public offering on March 31, 1999, our Condensed Consolidated Financial Statements reflect PepsiCo's share of consolidated net income of Bottling Group, LLC as minority interest in our Condensed Consolidated Statements of Operations. Provision for Income Taxes Our full year forecasted tax rate for 2000 is 37% and this rate has been applied to our 2000 results. This rate corresponds to an effective tax rate, excluding any unusual impairment and other charges and credits, of 38% in 1999. The one point decrease is primarily due to the reduced impact of fixed non-deductible permanent expenses on higher anticipated pre-tax income in 2000. Earnings Per Share 12-weeks Ended 24-weeks Ended June June June June 10, 2000 12, 1999 10, 2000 12, 1999 -------- -------- -------- -------- Earnings per share on reported net income..... $ 0.58 $ 0.14 $ 0.69 $ 0.18 Average shares outstanding (millions)......... 148 142 148 98 Our historical capital structure is not representative of our current structure due to our initial public offering. In 1999, immediately preceding the offering, we had 55 million shares of common stock outstanding. In connection with the offering, we sold 100,000,000 shares of common stock to the public and used the $2.2 billion of proceeds to repay obligations to PepsiCo and to fund acquisitions. -12- The table below sets forth 1999 earnings per share adjusted for the initial public offering assuming 155 million shares had been outstanding for the entire period presented. Shares outstanding in 2000 reflect our share repurchase program, which began in October 1999 when our Board of Directors authorized the repurchase of up to 10 million shares of our common stock. In the second quarter of 2000, our Board of Directors authorized the repurchase of an additional 5 million shares. Approximately 1.3 million shares were repurchased in the second quarter of 2000 with a total of over 8 million shares repurchased since last October. 12-weeks Ended 24-weeks Ended June June June June 10, 2000 12, 1999 10, 2000 12, 1999 -------- -------- -------- -------- Earnings per share on reported net income........ $ 0.58 $ 0.13 $ 0.69 $ 0.11 Pro Forma average shares outstanding (millions).. 148 155 148 155 Liquidity and Capital Resources - ------------------------------- Cash Flows Net cash provided by operating activities increased $77 million to $248 million in the first 24-weeks of 2000 as strong EBITDA growth combined with improved working capital cash flows driven by the timing of cash payments on current liabilities. Net cash used by investments decreased by $146 million from $376 million at the end of the second quarter of 1999 to $230 million in the first 24-weeks of 2000, primarily due to acquisition spending, which was $163 million lower in 2000. Capital expenditures decreased by $8 million, or 3%, as increases in the U.S. associated with our cold drink strategy were offset by decreases outside the U.S. Our 2000 net marketing equipment placements through the end of the second quarter were made at a rate which should allow us to meet our 2000 North American target of 150,000 net placements compared to 142,000 in 1999. Net cash (used) provided by financing decreased from a source of $227 million in 1999 to a use of $65 million in 2000. This decrease resulted from net cash received from IPO activities in 1999 coupled with $58 million of share repurchases in 2000. Euro - ---- On January 1, 1999, eleven member countries of the European Union established fixed conversion rates between existing currencies and one common currency, the Euro. Beginning in January 2002, new Euro-denominated bills and coins will be issued, and existing currencies will be withdrawn from circulation. Spain is one of the member countries that instituted the Euro and we have established plans to address the issues raised by the Euro currency conversion. These issues include, among others, the need to adapt computer and financial systems, business processes and equipment, such as vending machines, to accommodate Euro-denominated transactions and the impact of one common currency on cross-border pricing. Since financial systems and processes currently accommodate multiple currencies, we do not expect the system and equipment conversion costs to be material. Due to numerous uncertainties, we cannot reasonably estimate the long-term effects one common currency may have on pricing, costs and the resulting impact, if any, on the financial condition or results of operations. -13- Cautionary Statements - --------------------- Except for the historical information and discussions contained herein, statements contained in this Form 10-Q may constitute forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on currently available competitive, financial and economic data and our operating plans. These statements involve a number of risks, uncertainties and other factors that could cause actual results to be materially different. Among the events and uncertainties that could adversely affect future periods are lower-than-expected net pricing resulting from marketplace competition, material changes from expectations in the cost of raw materials and ingredients, an inability to achieve the expected timing for returns on cold drink equipment and employee infrastructure expenditures, material changes in expected levels of marketing support payments from PepsiCo, Inc., an inability to meet projections for performance in newly acquired territories, unexpected costs associated with conversion to the common European currency and unfavorable interest rate and currency fluctuations. Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK We have no material changes to the disclosures made on this matter in our 1999 Annual Report on Form 10-K. -14- Independent Accountants' Review Report -------------------------------------- The Board of Directors The Pepsi Bottling Group, Inc. We have reviewed the accompanying Condensed Consolidated Balance Sheet of The Pepsi Bottling Group, Inc. as of June 10, 2000, and the related Condensed Consolidated Statements of Operations for the twelve and twenty-four weeks ended June 10, 2000 and June 12, 1999 and the Condensed Consolidated Statements of Cash Flows for the twenty-four weeks ended June 10, 2000 and June 12, 1999. These Condensed Consolidated Financial Statements are the responsibility of The Pepsi Bottling Group, Inc.'s management. We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical review procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to the Condensed Consolidated Financial Statements referred to above for them to be in conformity with generally accepted accounting principles. We have previously audited, in accordance with generally accepted auditing standards, the Consolidated Balance Sheets of The Pepsi Bottling Group, Inc. as of December 25, 1999, and the related Consolidated Statements of Operations, Cash Flows and Changes in Shareholders' Equity for the fifty-two week period then ended not presented herein; and in our report dated January 25, 2000, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying Condensed Consolidated Balance Sheet as of December 25, 1999, is fairly presented, in all material respects, in relation to the consolidated balance sheet from which it has been derived. /s/ KPMG LLP New York, New York July 13, 2000 -15- PART II - OTHER INFORMATION AND SIGNATAURES Item 6. Exhibits and Reports on Form 8-K - ------- -------------------------------- (a) Exhibits See Index to Exhibits on page 17. -16- 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. ------------------------------ (Registrant) Date: July 24, 2000 Peter A. Bridgman - ----- ------------- ----------------- Senior Vice President and Controller Date: July 24, 2000 John T. Cahill - ----- ------------- -------------- Executive Vice President and Chief Financial Officer -17- INDEX TO EXHIBITS ITEM 6 (a) ---------- EXHIBITS - -------- Exhibit 11 Computation of Basic and Diluted Earnings Per Share Exhibit 27.1 Financial Data Schedule 24-weeks ended June 10, 2000 -18-