##### 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 22, 2008 (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)
 
 
 þ o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 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 22, 2008 and March 24, 2007
    
    
    2Condensed Consolidated Statements of Cash Flows - 12 weeks ended March 22, 2008 and March 24, 2007
    
    
    3Condensed Consolidated Balance Sheets - March 22, 2008 and December 29, 2007
    
    
    4Notes to Condensed Consolidated Financial Statements
    
    
    5-16Item 2.
    
    Managements Financial Review
    
    
    17-24Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    25Item 4.
    
    Controls and Procedures
    
    
    25Part II
    
    Other InformationItem 6.
    
    Exhibits
    
    
    26




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PART I  FINANCIAL INFORMATION
 
 Item 1.
 Bottling Group, LLC
 
 Condensed Consolidated Statements of Operations
 12 Weeks EndedMarch
    
    
    March22, 2008
    
    
    24, 2007Net revenues
    
    $
    2,651
    
    
    $
    2,466Cost of sales
    
    
    1,482
    
    
    
    1,343Gross profit
    
    
    1,169
    
    
    
    1,123Selling, delivery and administrative expenses
    
    
    1,063
    
    
    
    1,004Operating income
    
    
    106
    
    
    
    119Interest expense
    
    
    47
    
    
    
    53Interest income
    
    
    41
    
    
    
    44Other non-operating (income) expenses, net
    
    
    (2
    )
    
    
    1Minority interest
    
    
    (3
    )
    
    
    1Income before income taxes
    
    
    105
    
    
    
    108Income tax expense
    
    
    7
    
    
    
    6Net income
    
    $
    98
    
    
    $
    102
  2




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Bottling Group, LLC
 
 Condensed Consolidated Statements of Cash Flows
 12 Weeks EndedMarch
    
    
    March22, 2008
    
    
    24, 2007Cash Flows  OperationsNet income
    
    $
    98
    
    
    $
    102Adjustments to reconcile net income to net cash provided by operations:Depreciation and amortization
    
    
    144
    
    
    
    144Deferred income taxes
    
    
    1
    
    
    
    (6
    )Share-based compensation
    
    
    12
    
    
    
    14Net other non-cash charges and credits
    
    
    38
    
    
    
    43Changes in operating working capital:Accounts receivable, net
    
    
    (4
    )
    
    
    (13
    )Inventories
    
    
    (88
    )
    
    
    (125
    )Prepaid expenses and other current assets
    
    
    (17
    )
    
    
    81Accounts payable and other current liabilities
    
    
    (42
    )
    
    
    14Income taxes payable
    
    
    8
    
    
    
    Net change in operating working capital
    
    
    (143
    )
    
    
    (43
    )Other, net
    
    
    (39
    )
    
    
    (20
    )Net Cash Provided by Operations
    
    
    111
    
    
    
    234Cash Flows  InvestmentsCapital expenditures
    
    
    (185
    )
    
    
    (174
    )Acquisitions
    
    
    (6
    )
    
    
    (49
    )Proceeds from sale of property, plant and equipment
    
    
    2
    
    
    
    4Notes receivable from PBG, net
    
    
    8
    
    
    
    (98
    )Other investing activities, net
    
    
    
    
    
    
    6Net Cash Used for Investments
    
    
    (181
    )
    
    
    (311
    )Cash Flows  FinancingShort-term borrowings, net
    
    
    29
    
    
    
    12Payments of long-term debt
    
    
    (2
    )
    
    
    (8
    )Net Cash Provided by Financing
    
    
    27
    
    
    
    4Effect of Exchange Rate Changes on Cash and Cash Equivalents
    
    
    (3
    )
    
    
    (4
    )Net Decrease in Cash and Cash Equivalents
    
    
    (46
    )
    
    
    (77
    )Cash and Cash Equivalents  Beginning of Period
    
    
    459
    
    
    
    441Cash and Cash Equivalents  End of Period
    
    $
    413
    
    
    $
    364
  3




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Bottling Group, LLC
 
 Condensed Consolidated Balance Sheets
 (Unaudited)March
    
    
    December22, 2008
    
    
    29, 2007ASSETSCurrent AssetsCash and cash equivalents
    
    $
    413
    
    
    $
    459Accounts receivable, net
    
    
    1,527
    
    
    
    1,520Inventories
    
    
    666
    
    
    
    577Prepaid expenses and other current assets
    
    
    331
    
    
    
    308Total Current Assets
    
    
    2,937
    
    
    
    2,864Property, plant and equipment, net
    
    
    4,063
    
    
    
    4,071Other intangible assets, net
    
    
    4,178
    
    
    
    4,181Goodwill
    
    
    1,542
    
    
    
    1,533Note receivable from PBG
    
    
    3,872
    
    
    
    3,880Other assets
    
    
    183
    
    
    
    183Total Assets
    
    $
    16,775
    
    
    $
    16,712LIABILITIES AND OWNERS EQUITYCurrent LiabilitiesAccounts payable and other current liabilities
    
    $
    1,739
    
    
    $
    1,829Short-term borrowings
    
    
    215
    
    
    
    190Current maturities of long-term debt
    
    
    1,304
    
    
    
    6Total Current Liabilities
    
    
    3,258
    
    
    
    2,025Long-term debt
    
    
    2,485
    
    
    
    3,776Other liabilities
    
    
    833
    
    
    
    832Deferred income taxes
    
    
    452
    
    
    
    471Minority interest
    
    
    388
    
    
    
    379Total Liabilities
    
    
    7,416
    
    
    
    7,483Owners EquityOwners net investment (includes impact from
adopting FIN 48 in fiscal year 2007 of $(45))
    
    
    9,523
    
    
    
    9,418Accumulated other comprehensive loss
    
    
    (164
    )
    
    
    (189
    )Total Owners Equity
    
    
    9,359
    
    
    
    9,229Total Liabilities and Owners Equity
    
    $
    16,775
    
    
    $
    16,712
  4




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Notes to Condensed Consolidated Financial Statements
 Note 1Basis of Presentation
     Quarter
    
    U.S. & Canada
    
    Mexico & EuropeFirst Quarter
    
    12 weeks
    
    January and FebruarySecond Quarter
    
    12 weeks
    
    March, April and MayThird Quarter
    
    12 weeks
    
    June, July and AugustFourth Quarter
    
    16 weeks
    
    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
  SFAS No. 141(R)
  6




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SFAS No. 160
  SFAS No. 161
  EITF Issue No. 06-11
  EITF Issue No. 07-1
  Note 4Share-Based Compensation
     7




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Note 5Balance Sheet Details
 March
    
    
    December22, 2008
    
    
    29, 2007Accounts ReceivableTrade accounts receivable
    
    $
    1,341
    
    
    $
    1,319Allowance for doubtful accounts
    
    
    (56
    )
    
    
    (54
    )Accounts receivable from PepsiCo
    
    
    173
    
    
    
    188Other receivables
    
    
    69
    
    
    
    67$
    1,527
    
    
    $
    1,520InventoriesRaw materials and supplies
    
    $
    221
    
    
    $
    195Finished goods
    
    
    445
    
    
    
    382$
    666
    
    
    $
    577Property, Plant and Equipment, netLand
    
    $
    323
    
    
    $
    320Buildings and improvements
    
    
    1,532
    
    
    
    1,484Manufacturing and distribution equipment
    
    
    4,092
    
    
    
    4,091Marketing equipment
    
    
    2,397
    
    
    
    2,389Capital leases
    
    
    36
    
    
    
    36Other
    
    
    147
    
    
    
    1548,527
    
    
    
    8,474Accumulated depreciation
    
    
    (4,464
    )
    
    
    (4,403
    )$
    4,063
    
    
    $
    4,071
 Industrial Revenue Bonds
  8




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March
    
    
    December22, 2008
    
    
    29, 2007Accounts Payable and Other Current LiabilitiesAccounts payable
    
    $
    575
    
    
    $
    615Accounts payable to PepsiCo
    
    
    329
    
    
    
    255Trade incentives
    
    
    183
    
    
    
    235Accrued compensation and benefits
    
    
    203
    
    
    
    276Other accrued taxes
    
    
    110
    
    
    
    139Accrued interest
    
    
    57
    
    
    
    47Other current liabilities
    
    
    282
    
    
    
    262$
    1,739
    
    
    $
    1,829
 Note 6Other Intangible Assets, net and Goodwill
 Other intangible assets, net
  March
    
    
    December22, 2008
    
    
    29, 2007Intangibles subject to amortization:Gross carrying amount:Customer relationships and lists
    
    $
    55
    
    
    $
    54Franchise and distribution rights
    
    
    46
    
    
    
    46Other identified intangibles
    
    
    30
    
    
    
    30131
    
    
    
    130Accumulated amortization:Customer relationships and lists
    
    
    (15
    )
    
    
    (15
    )Franchise and distribution rights
    
    
    (32
    )
    
    
    (31
    )Other identified intangibles
    
    
    (18
    )
    
    
    (17
    )(65
    )
    
    
    (63
    )Intangibles subject to amortization, net
    
    
    66
    
    
    
    67Intangibles not subject to amortization:Carrying amount:Franchise rights
    
    
    3,223
    
    
    
    3,235Licensing rights
    
    
    315
    
    
    
    315Distribution rights
    
    
    299
    
    
    
    294Trademarks
    
    
    217
    
    
    
    213Other identified intangibles
    
    
    58
    
    
    
    57Intangibles not subject to amortization
    
    
    4,112
    
    
    
    4,114Total other intangible assets, net
    
    $
    4,178
    
    
    $
    4,181
 Intangible asset amortization
  9




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Goodwill
  U.S. & Canada
    
    
    Europe
    
    
    Mexico
    
    
    TotalBalance at December 29, 2007
    
    $
    1,290
    
    
    $
    17
    
    
    $
    226
    
    
    $
    1,533Unallocated purchase price relating
to acquisition
    
    
    21
    
    
    
    
    
    
    
    
    
    
    
    21Impact of foreign currency translation
    
    
    (17
    )
    
    
    
    
    
    
    5
    
    
    
    (12
    )Balance at March 22, 2008
    
    $
    1,294
    
    
    $
    17
    
    
    $
    231
    
    
    $
    1,542
  Note 7 Fair Value Measurements
   Level 1
 Level 2
 
    
    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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Level 2Financial Assets:Cash flow hedges
    
    $
    12Interest rate swaps
    
    
    7Prepaid forward contracts
    
    
    21Total
    
    $
    40Financial Liabilities:Unfunded deferred compensation liability
    
    $
    78Foreign currency hedges
    
    
    2Cash flow hedges
    
    
    1Total
    
    $
    81
 Cash Flow Hedges
  Interest Rate Swaps
  Foreign Currency Hedges
  Unfunded Deferred Compensation Liability
   11




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Note 8 Pension and Postretirement Medical Benefit Plans
 Employee Benefit Plans
   Defined Benefit Pension Plans
  Postretirement Medical Plans
  Components of net pension expense
 12 Weeks EndedMarch
    
    
    March22, 2008
    
    
    24, 2007Service cost
    
    $
    12
    
    
    $
    13Interest cost
    
    
    23
    
    
    
    21Expected return on plan assets  (income)
    
    
    (27
    )
    
    
    (24
    )Amortization of net loss
    
    
    3
    
    
    
    9Amortization of prior service costs
    
    
    2
    
    
    
    1Net pension expense for the defined benefit plans
    
    $
    13
    
    
    $
    20
  Components of postretirement medical expense
 12 Weeks EndedMarch
    
    
    March22, 2008
    
    
    24, 2007Service cost
    
    $
    1
    
    
    $
    1Interest cost
    
    
    5
    
    
    
    5Amortization of net loss
    
    
    1
    
    
    
    1Total postretirement medical expense
    
    $
    7
    
    
    $
    7
 12




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Defined Contribution Benefits
  Note 9Segment Information
    12 Weeks EndedMarch
    
    
    March22, 2008
    
    
    24, 2007Net RevenuesU.S. & Canada
    
    $
    2,207
    
    
    $
    2,102Europe
    
    
    236
    
    
    
    176Mexico
    
    
    208
    
    
    
    188Worldwide net revenues
    
    $
    2,651
    
    
    $
    2,466Operating Income (Loss)U.S. & Canada
    
    $
    134
    
    
    $
    142Europe
    
    
    (31
    )
    
    
    (25
    )Mexico
    
    
    3
    
    
    
    2Worldwide operating income
    
    
    106
    
    
    
    119Interest expense
    
    
    47
    
    
    
    53Interest income
    
    
    41
    
    
    
    44Other non-operating (income) expenses, net
    
    
    (2
    )
    
    
    1Minority interest
    
    
    (3
    )
    
    
    1Income before income taxes
    
    $
    105
    
    
    $
    108
 13




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March
    
    
    December22, 2008
    
    
    29, 2007Total AssetsU.S. & Canada
    
    $
    13,329
    
    
    $
    13,334Europe
    
    
    1,754
    
    
    
    1,671Mexico
    
    
    1,692
    
    
    
    1,707Worldwide total assets
    
    $
    16,775
    
    
    $
    16,712
 Note 10Comprehensive Income
 12 Weeks EndedMarch
    
    
    March22, 2008
    
    
    24, 2007Net income
    
    $
    98
    
    
    $
    102Net currency translation adjustment
    
    
    (22
    )
    
    
    (34
    )Cash flow hedge adjustment (a)
    
    
    5
    
    
    
    1Amortization of prior service cost and net loss in
net periodic pension/postretirement cost to expense
    
    
    6
    
    
    
    11Pension liability adjustment (b)
    
    
    
    
    
    
    5Comprehensive income
    
    $
    87
    
    
    $
    85
 
 (a)
    
    Net of taxes of $1 million and $0 million for the 12 weeks ended March 22, 2008 and March 24,
2007, respectively.(b)
    
    Net of taxes of $3 million for the 12 weeks ended March 24, 2007. Note 11Restructuring Charges and Full Service Vending Rationalization
 Restructuring Charges
   14




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Severance &
    
    
    EnhancedRelated
    
    
    Pension
    
    
    RelocationTotal
    
    
    Benefits
    
    
    Benefits
    
    
    & OtherCosts incurred through December 29, 2007
    
    $
    26
    
    
    $
    15
    
    
    $
    4
    
    
    $
    7Cash payments
    
    
    (13
    )
    
    
    (7
    )
    
    
    
    
    
    
    (6
    )Non-cash settlements
    
    
    (1
    )
    
    
    
    
    
    
    
    
    
    
    (1
    )Remaining costs accrued at December 29,
2007
    
    $
    12
    
    
    $
    8
    
    
    $
    4
    
    
    $
    Costs incurred
    
    
    2
    
    
    
    
    
    
    
    
    
    
    
    2Cash payments
    
    
    (3
    )
    
    
    (1
    )
    
    
    
    
    
    
    (2
    )Remaining costs accrued at March 22, 2008
    
    $
    11
    
    
    $
    7
    
    
    $
    4
    
    
    $
    
 Full Service Vending Rationalization
   Note 12Contingencies
  Note 13Supplemental Cash Flow Information
  12 Weeks EndedMarch
    
    March22, 2008
    
    24, 2007Interest paid
    
    $
    34
    
    
    $
    38Income taxes (received) / paid
    
    
    (1
    )
    
    
    12Non-cash investing and financing activities:Decrease in accounts payable related to capital expenditures
    
    
    (49
    )
    
    
    (30
    )Capital lease additions
    
    
    1
    
    
    
    2Contribution of acquired entity by PBG
    
    
    21
    
    
    
    
 15




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Note 14Guarantees
   16




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Item 2.
 MANAGEMENTS FINANCIAL REVIEW
  OUR BUSINESS
    OUR CRITICAL ACCOUNTING POLICIES
   
    
    Other Intangible Assets, net and Goodwill;
 
    
    Pension and Postretirement Medical Benefit Plans; and
 
    
    Income Taxes.
 17




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OUR FINANCIAL RESULTS
 ITEMS AFFECTING COMPARABILITY OF OUR FINANCIAL RESULTS
  MarchIncome/(Expense)
    
    22, 2008Gross profitPR Beverages
    
    $
    (4
    )Operating incomePR Beverages
    
    
    (4
    )Restructuring and Full Service Vending Rationalization charges
    
    
    (3
    )
 2008 Items
 PR Beverages Limited (PR Beverages)
   Restructuring Charges
   Full Service Vending Rationalization
  18




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FINANCIAL PERFORMANCE SUMMARY AND WORLDWIDE FINANCIAL HIGHLIGHTS
 12 Weeks EndedMarch
    
    March
    
    %22, 2008
    
    24, 2007
    
    ChangeNet revenues
    
    $
    2,651
    
    
    $
    2,466
    
    
    
    7
    %Cost of sales
    
    
    1,482
    
    
    
    1,343
    
    
    
    10Gross profit
    
    
    1,169
    
    
    
    1,123
    
    
    
    4Selling, delivery, and administrative expenses
    
    
    1,063
    
    
    
    1,004
    
    
    
    6Operating income
    
    
    106
    
    
    
    119
    
    
    
    (11
    )Net income
    
    
    98
    
    
    
    102
    
    
    
    (5
    )
 The impact of foreign currency translation, driven by the strength of all our foreign
functional currencies, contributed approximately three percentage points of growth in worldwide net
revenues, cost of sales and selling, delivery and administrative expenses and contributed two
percentage points to gross profit. Foreign currency translation decreased worldwide operating
income by approximately three percentage points.
 Net revenues 
 Cost of sales 
 Gross profit 
 Selling, delivery and administrative (SD&A) expenses 
 Operating income 
 Net income
 19




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2008 RESULTS OF OPERATIONS
 Tables and discussion are presented as compared to the similar periods in the prior year.
Growth rates are rounded to the nearest whole percentage.
 Volume
 12 Weeks EndedMarch 22, 2008 vs. March 24, 2007Worldwide
    
    U.S. & Canada
    
    Europe
    
    MexicoTotal volume change
    
    
    2
    %
    
    
    2
    %
    
    
    7
    %
    
    
    2
    %
     Net Revenues
 12 Weeks EndedMarch 22, 2008 vs. March 24, 2007Worldwide
    
    U.S. & Canada
    
    Europe
    
    MexicoVolume impact
    
    
    2
    %
    
    
    2
    %
    
    
    7
    %
    
    
    2
    %Net price per case impact
    
    
    2
    
    
    
    1
    
    
    
    12
    
    
    
    7Currency translation
    
    
    3
    
    
    
    2
    
    
    
    15
    
    
    
    1Total Net Revenues change
    
    
    7
    %
    
    
    5
    %
    
    
    34
    %
    
    
    10
    %
    20




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Cost of Sales
 12 Weeks EndedMarch 22, 2008 vs.March 24, 2007WorldwideVolume impact
    
    
    2
    %Cost per case impact
    
    
    5Currency translation
    
    
    3Total Cost of Sales change
    
    
    10
    %
  Selling, Delivery and Administrative Expenses
 12 Weeks EndedMarch 22, 2008 vs.March 24, 2007WorldwideCost impact
    
    
    3
    %Restructuring and Full Service Vending Rationalization charges
    
    
    0Currency translation
    
    
    3Total SD&A change
    
    
    6
    %
  Operating Income
   21




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Interest Expense
  Interest Income
  Other Non-operating (Income) Expenses, net
  Minority Interest
  Income Tax Expense
   LIQUIDITY AND FINANCIAL CONDITION
 Cash Flows
    22




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Liquidity and Capital Resources
    Contractual Obligations
  Off-Balance Sheet Arrangements
  23




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CAUTIONARY STATEMENTS
  
    
    changes in our relationship with PepsiCo;
    
    PepsiCos ability to affect matters concerning us through its equity ownership of PBG and
Bottling LLC, representation on PBGs Board and approval rights under our Master Bottling
Agreement;
    
    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 successfully integrate acquired businesses or to meet projections for
performance in newly acquired territories;
    
    loss of business from a significant customer;
    
    loss of key members of management;
    
    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 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 social, economic and political changes;
    
    possible recalls of our products;
    
    interruptions of operations due to labor disagreements;
    
    limitations on our ability to invest in our business as a result of our repayment
obligations under our existing indebtedness;
    
    changes in our debt ratings;
    
    material changes in expected interest and currency exchange rates and unfavorable market
performance of assets in PBG sponsored pension plans; and
    
    an inability to achieve strategic business plan targets that could result in a non-cash
intangible asset impairment charge.
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##### Table of Contents



Item 3.
 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
 Item 4.
 CONTROLS AND PROCEDURES
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PART II  OTHER INFORMATION
 
 Item 6.
 EXHIBITS
 EXHIBIT NO.
    
    DESCRIPTION OF EXHIBIT31.1
    
    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. Form 10-Q for the quarterly
period ended March 22, 2008, as required by the SEC as a
result of our guarantee of up to $1,000,000,000 aggregate
principal amount of PBGs 7% Senior Notes due in 2029
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##### Table of Contents



SIGNATURES
  BOTTLING GROUP, LLC
(Registrant)Date: April 28, 2008
    /s/ Thomas M. LardieriThomas M. LardieriPrincipal Accounting Officer and
Managing DirectorDate: April 28, 2008
    /s/ Alfred H. DrewesAlfred H. DrewesPrincipal Financial Officer