<PAGE>



                                                                    Exhibit 99.3

                               Bottling Group, LLC
                 Condensed Consolidated Statements of Operations
                             in millions, unaudited
<TABLE>
<CAPTION>

                                                                                        12-Weeks Ended
                                                                                        --------------
                                                                                     March          March
                                                                                   22, 2003        23, 2002
                                                                                   --------        --------

<S>                                                                                 <C>             <C>
     Net revenues...........................................................        $1,874          $1,772
     Cost of sales..........................................................           927             942
                                                                                     -----           -----

     Gross profit...........................................................           947             830
     Selling, delivery and administrative expenses..........................           828             695
                                                                                     -----           -----

     Operating income.......................................................           119             135
     Interest expense.......................................................            38              30
     Interest income........................................................             6               7
     Other non-operating expenses, net......................................             3               -
     Minority interest.....................................................             -               1
                                                                                     -----           -----

     Income before income taxes.............................................            84             111
     Income tax expense.....................................................             8               4
                                                                                     -----           -----

     Income before cumulative effect of change in accounting principle......            76             107
     Cumulative effect of change in accounting principle, net of tax........             6               -
                                                                                     -----           -----

     Net income.............................................................        $   70          $  107
                                                                                     =====           =====
</TABLE>


     See accompanying notes to Condensed Consolidated Financial Statements.



                                       1
<PAGE>

<TABLE>
<CAPTION>

                               Bottling Group, LLC
                 Condensed Consolidated Statements of Cash Flows
                             in millions, unaudited
                                                                                        12-Weeks Ended
                                                                                        ---------------
                                                                                     March          March
                                                                                   22, 2003       23, 2002
                                                                                   --------       --------
<S>                                                                                   <C>             <C>
Cash Flows - Operations
  Net income......................................................................   $  70          $ 107
  Adjustments to reconcile net income to net cash provided by operations:
    Depreciation..................................................................     117             91
    Amortization..................................................................       2              2
    Deferred income taxes.........................................................       3              2
    Cumulative effect of change in accounting principle...........................       6              -
    Other non-cash charges and credits, net.......................................      38             50
    Changes in operating working capital, excluding effects of acquisitions:
       Accounts receivable, net...................................................      52            (21)
       Inventories, net...........................................................     (24)            (9)
       Prepaid expenses and other current assets..................................     (49)            29
       Accounts payable and other current liabilities.............................    (135)           (67)
       Income taxes payable.......................................................      27              -
                                                                                      ----           ----
    Net change in operating working capital ......................................    (129)           (68)
                                                                                      ----           ----
    Other, net....................................................................      (3)            (8)
                                                                                      ----           ----

Net Cash Provided by Operations...................................................     104            176
                                                                                      ----           ----

Cash Flows - Investments
 Capital expenditures.............................................................    (112)          (110)
 Acquisitions of bottlers.........................................................     (82)           (10)
 Sale of property, plant and equipment............................................       1              1
 Notes receivable from PBG........................................................     (52)          (100)
                                                                                      ----           ----

Net Cash Used for Investments.....................................................    (245)          (219)
                                                                                      ----           ----

Cash Flows - Financing
 Short-term borrowings - three months or less.....................................      33            (20)
                                                                                      ----           ----

Net Cash Provided by (Used for) Financing.........................................      33            (20)
                                                                                      ----           ----

Effect of Exchange Rate Changes on Cash and Cash Equivalents......................      (1)             -
                                                                                      ----           ----
Net Decrease in Cash and Cash Equivalents.........................................    (109)           (63)
Cash and Cash Equivalents - Beginning of Period...................................     202            262
                                                                                      ----           ----
Cash and Cash Equivalents - End of Period.........................................   $  93          $ 199
                                                                                      ====           ====

Supplemental Cash Flow Information
Non-cash owner contribution.......................................................   $   -          $  24
                                                                                      ====           ====
Net third-party interest paid.....................................................   $  41          $  60
                                                                                      ====           ====
Net taxes paid....................................................................   $  10          $  10
                                                                                      ====           ====
</TABLE>

     See accompanying notes to Condensed Consolidated Financial Statements.


                                       2
<PAGE>



                               Bottling Group, LLC
                      Condensed Consolidated Balance Sheets
                                   in millions
<TABLE>
<CAPTION>

                                                                                   (Unaudited)
                                                                                      March        December
                                                                                     22, 2003      28, 2002
                                                                                     --------      --------
<S>                                                                                    <C>            <C>
Assets
Current Assets
  Cash and cash equivalents................................................         $    93        $   202
  Accounts receivable, less allowance of $72 at
        March 22, 2003 and $67 at December 28, 2002........................             880            922
  Inventories..............................................................             397            378
  Prepaid expenses and other current assets................................             166            161
                                                                                     ------         ------
          Total Current Assets.............................................           1,536          1,663

Property, plant and equipment, net.........................................           3,300          3,308
Intangible assets, net.....................................................           4,727          4,687
Notes receivable from PBG..................................................           1,006            954
Investment in debt defeasance trust........................................             171            170
Other assets...............................................................             120            125
                                                                                     ------         ------
           Total Assets....................................................         $10,860        $10,907
                                                                                     ======         ======

Liabilities and Owners' Equity
Current Liabilities
  Accounts payable and other current liabilities...........................         $   986        $ 1,138
  Short-term borrowings....................................................              82             51
  Current maturities of long-term debt.....................................           1,014             16
                                                                                     ------         ------
          Total Current Liabilities........................................           2,082          1,205

Long-term debt.............................................................           2,532          3,535
Other liabilities..........................................................             640            621
Deferred income taxes......................................................             361            360
                                                                                     ------         ------
          Total Liabilities................................................           5,615          5,721

Owners' Equity
   Owners' net investment..................................................           5,859          5,782
   Deferred compensation...................................................              (5)             -
   Accumulated other comprehensive loss....................................            (609)          (596)
                                                                                     ------         ------
          Total Owners' Equity.............................................           5,245          5,186
                                                                                     ------         ------
           Total Liabilities and Owners' Equity............................         $10,860        $10,907
                                                                                     ======         ======
</TABLE>


     See accompanying notes to Condensed Consolidated Financial Statements.


                                       3
<PAGE>



Notes to Condensed Consolidated Financial Statements
Tabular dollars in millions
--------------------------------------------------------------------------------
Note 1 - Basis of Presentation

     Bottling  Group,  LLC  (collectively  referred to as  "Bottling  LLC," "the
Company,"  "we," "our" and "us") is the principles  operating  subsidiary of The
Pepsi Bottling  Group,  Inc.  ("PBG") and consists of  substantially  all of the
operations  and  assets of PBG.  Bottling  LLC,  which is  consolidated  by PBG,
consists of bottling  operations located in the United States,  Mexico,  Canada,
Spain, Greece, Russia, and Turkey.

     In conjunction with PBG's initial public offering in 1999, PBG and PepsiCo,
Inc. ("PepsiCo") contributed bottling businesses and assets used in the bottling
businesses to Bottling LLC. As a result of the contribution of these assets, PBG
owns 93.2% of Bottling  LLC and  PepsiCo  owns the  remaining  6.8% at March 22,
2003.

     The accompanying Condensed Consolidated Balance Sheet at March 22, 2003 and
the  Condensed  Consolidated  Statements  of  Operations  and Cash Flows for the
12-weeks ended March 22, 2003 and March 23, 2002 have not been audited, but have
been prepared in conformity with accounting principles generally accepted in the
United States 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 fiscal year ended December 28, 2002 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.

     Beginning in 2003, Russia is no longer considered highly inflationary,  and
as a result, changed its functional currency from the U.S. dollar to the Russian
ruble. There was no material impact on our consolidated  financial statements as
a result of Russia's change in functional currency in 2003.

     Our U.S. and Canadian  operations  report using a fiscal year that consists
of 52 weeks, ending on the last Saturday in December.  Every five or six years a
53rd week is added. Our remaining  countries report using a calendar year basis.
For the first quarter,  our U.S. and Canadian  operating  results consisted of a
twelve-week  period,  while our operating  results for our  remaining  countries
consisted of the months of January and February.

     Certain reclassifications were made in our Condensed Consolidated Financial
Statements to 2002 amounts to conform to the 2003 presentation.

Note 2 - Seasonality of Business

     The results for the first  quarter 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 and interest, which are not
significantly impacted by business seasonality.

Note 3 - Inventories
                                                         March        December
                                                        22, 2003      28, 2002
                                                        --------      --------
Raw materials and supplies..........................     $ 153         $ 162
Finished goods......................................       244           216
                                                          ----          ----
                                                         $ 397         $ 378
                                                          ====          ====


                                       4
<PAGE>



Note 4 - Property, plant and equipment, net
                                                           March        December
                                                          22, 2003      28, 2002
                                                          --------      --------
Land...................................................... $  228        $  228
Buildings and improvements................................  1,128         1,126
Manufacturing and distribution equipment..................  2,817         2,768
Marketing equipment.......................................  2,036         2,008
Other.....................................................    154           154
                                                            -----         -----
                                                            6,363         6,284
Accumulated depreciation.................................. (3,063)       (2,976)
                                                            -----         -----
                                                           $3,300        $3,308
                                                            =====         =====

Note 5 - Intangible assets, net
                                                            March      December
                                                          22, 2003     28, 2002
                                                          --------     --------
Intangibles subject to amortization:
   Gross carrying amount:
   Franchise rights....................................... $   22        $   20
   Other identifiable intangibles.........................     25            24
                                                            -----         -----
                                                               47            44
                                                            -----         -----
   Accumulated amortization:
   Franchise rights.......................................     (6)           (6)
   Other identifiable intangibles.........................    (11)           (9)
                                                            -----         -----
                                                              (17)          (15)
                                                            -----         -----
   Intangibles subject to amortization, net...............     30            29
                                                            -----         -----

Intangibles not subject to amortization:
   Carrying amount:
   Franchise rights.......................................  3,441         3,424
   Goodwill...............................................  1,214         1,192
   Other identifiable intangibles.........................     42            42
                                                            -----         -----
   Intangibles not subject to amortization................  4,697         4,658
                                                            -----         -----
Total intangible assets, net.............................. $4,727        $4,687
                                                            =====         =====

     Total  intangible  assets  increased  by $40 million due to purchase  price
allocations  relating to our recent  acquisitions  of $68  million,  offset by a
negative  impact  from  currency  translation  adjustments  of $26  million  and
amortization of intangible assets of $2 million.

     For intangible  assets subject to amortization,  we calculate  amortization
expense on a straight-line  basis over the period we expect to receive  economic
benefit.  Total  amortization  expense was $2 million for the twelve-weeks ended
March 22, 2003 and March 23, 2002. The weighted-average  amortization period for
each category of intangible  assets and their estimated  aggregate  amortization
expense expected to be recognized over the next five years are as follows:

<TABLE>
<CAPTION>

                                     Weighted-Average         Estimated Aggregate Amortization Expense to be Incurred
                                     ----------------         -------------------------------------------------------
                                      Amortization
                                      ------------
                                        Period
                                        ------

                                                           Balance of                    Full Year Ending
                                                           ----------                    ----------------
<S>                                                          <C>           <C>        <C>          <C>          <C>
                                                             2003          2004       2005         2006         2007
                                                             ----          ----       ----         ----         ----
Franchise rights.......................  5 years              $3            $4         $4           $2           $1
Other identifiable intangibles.........  7 years              $3            $4         $3           $2           $1
</TABLE>


                                       5
<PAGE>



Note 6 - Acquisitions

     During 2003 we acquired the operations and exclusive  right to manufacture,
sell and distribute  Pepsi-Cola  beverages from two PepsiCo franchise  bottlers.
The  following  acquisitions  occurred  for an aggregate  purchase  price of $77
million in cash and liabilities of $7 million:

o  Pepsi-Cola Buffalo Bottling Corp. of Buffalo, New York in February in 2003.
o  Cassidy's Beverage Limited of New Brunswick, Canada in February in 2003.

     As a result of these  acquisitions,  we have  assigned  $68  million of the
purchase  price to  intangible  assets,  of which $14  million  was  assigned to
goodwill and $54 million to franchise rights.  The goodwill and franchise rights
are not  subject to  amortization.  As part of our  purchase  of the  Pepsi-Cola
Buffalo  Bottling  Corp., we may be required to pay to the prior owners up to $5
million over the next three years in accordance with the purchase agreement. The
final  allocations  of the  purchase  price  for  these  acquisitions  are still
preliminary  and will be determined  based on the fair value of assets  acquired
and liabilities assumed as of the dates of acquisition.

     These  acquisitions were made to enable us to provide better service to our
large retail  customers.  We expect these  acquisitions  to reduce costs through
economies of scale.

     In addition,  the  allocation of the purchase  price for certain prior year
acquisitions,  including our acquisition of Pepsi-Gemex, S.A. de. C.V of Mexico,
is still  preliminary,  pending final  valuations on certain  assets.  The final
allocations of the purchase price will be determined  based on the fair value of
assets acquired and liabilities assumed as of the dates of acquisition.

     In the first quarter of 2003, we paid  approximately  $3 million to PepsiCo
for  distribution  rights  relating  to the  SoBe  brand  in  certain  PBG-owned
territories in the United States, which are being amortized over their estimated
useful life of five years.  In addition,  we paid $2 million in the current year
for the final working capital  settlements  relating to acquisitions made in the
prior year.


Note 7 - Geographic Data

     We operate in one industry, carbonated soft drinks and other ready-to-drink
beverages. We conduct business in all or a portion of the United States, Mexico,
Canada, Spain, Russia, Greece and Turkey.

Net Revenues                                                12-Weeks Ended
                                                            --------------
                                                         March          March
                                                       22, 2003       23, 2002
                                                       --------       --------
U.S...................................................  $ 1,496       $ 1,580
Mexico................................................      157             -
Other countries.......................................      221           192
                                                          -----         -----
                                                        $ 1,874       $ 1,772
                                                          =====         =====

Long-Lived Assets                                       March         December
                                                       22, 2003       28, 2002
                                                       --------       --------
U.S...................................................  $ 6,637       $ 6,531
Mexico................................................    1,509         1,586
Other countries.......................................    1,178         1,127
                                                          -----         -----
                                                        $ 9,324       $ 9,244
                                                          =====         =====

Note 8 - Stock-Based Compensation

     During 2002,  the Financial  Accounting  Standards  Board  ("FASB")  issued
Statement of Financial  Accounting  Standard  ("SFAS") No. 148  "Accounting  for
Stock-Based  Compensation--
                                       6
<PAGE>



Transition and Disclosure," which provides alternative methods of accounting for
stock-based  compensation  and amends SFAS No. 123  "Accounting  for Stock-Based
Compensation." We measure stock-based  compensation  expense using the intrinsic
value method in accordance with Accounting  Principles Board ("APB") Opinion No.
25, "Accounting for Stock Issued to Employees," and its related interpretations.
Accordingly,  compensation  expense for PBG stock option grants to our employees
is measured as the excess of the quoted  market price of PBG common stock at the
grant date over the amount the employee must pay for the stock. Our policy is to
grant PBG stock  options at fair value on the date of grant.  As allowed by SFAS
No. 148, we have elected to continue to apply the intrinsic  value-based  method
of accounting  described above, and have adopted the disclosure  requirements of
SFAS No. 123. If we had measured  compensation cost for the stock awards granted
to our employees  under the fair value based method  prescribed by SFAS No. 123,
net income would have been changed to the pro forma amounts set forth below:
<TABLE>
<CAPTION>

                                                                                     12-Weeks Ended
                                                                                     --------------
                                                                                   March        March
                                                                                 22, 2003      23, 2002
                                                                                 --------      --------
<S>                                                                                  <C>         <C>
Net income:
   As reported..............................................................        $ 70       $ 107
   Add:  Total stock-based employee compensation expense
         included in reported net income.....................................          2           -

   Less: Total stock-based employee compensation expense determined
         under fair value based method for all awards........................        (18)        (23)
                                                                                     ---          ---
   Pro forma................................................................        $ 54       $  84
                                                                                     ===         ===
</TABLE>


     Pro forma compensation cost measured for stock options granted to employees
is  amortized  using a  straight-line  basis over the vesting  period,  which is
typically three years.

     In the first  quarter of 2003,  we issued  restricted  PBG stock  awards to
certain key senior  management,  which vest over  periods  ranging from three to
five years from the date of grant. These restricted stock awards are earned only
if the Company achieves certain  performance  targets over a three-year  period.
These  restricted  share awards are considered  variable  awards pursuant to APB
Opinion 25, which  requires the related  compensation  expense to be re-measured
each period until the  performance  targets are met and the amount of the awards
becomes  fixed.   When  the  restricted   stock  award  was  granted,   deferred
compensation of  approximately $6 million was recorded as a reduction to owners'
equity, and will be amortized on a straight-line basis over the vesting periods.

Note 9 - New Accounting Standards

     In  January  2003,  the  Emerging  Issues  Task  Force  ("EITF")  reached a
consensus on Issue No. 02-16,  "Accounting by a Reseller for Cash  Consideration
Given  by a  Vendor  to  a  Customer  (Including  a  Reseller  of  the  Vendor's
Products),"  addressing the recognition and income statement  classification  of
various  cash  considerations  given by a vendor to a  customer.  The  consensus
requires that certain cash  considerations  received by a customer from a vendor
are  presumed  to be a  reduction  of the price of the  vendor's  products,  and
therefore  should  be  characterized  as a  reduction  of  cost  of  sales  when
recognized in the customer's income statement,  unless certain criteria are met.
EITF Issue No. 02-16 became effective  beginning in our fiscal year 2003. In the
prior year we classified  worldwide bottler incentives received from PepsiCo and
other brand owners as  adjustments  to net  revenues  and selling,  delivery and
administrative expenses depending on the objective of the program. In accordance
with EITF Issue No. 02-16,  we have classified  certain bottler  incentives as a
reduction  of cost of sales  beginning  in 2003.  We have  recorded a transition
adjustment  of $6  million,  net of taxes,  for the  cumulative  effect on prior
years.  This  adjustment  reflects the amount of bottler  incentives that can be
attributed to our 2003 beginning inventory balances.  This accounting change did
not have a material effect on our income before  cumulative  effect of change in
accounting  principle  in the first  twelve weeks of 2003 and is not expected to
have a material effect on such amounts for the balance of fiscal 2003.  Assuming
that EITF  Issue No.  02-16 had been in place  for all  periods  presented,  the
following pro forma adjustments would have been made to our reported results for
the twelve-weeks ended March 23, 2002:


                                       7
<PAGE>

<TABLE>
<CAPTION>


                                                                  As       EITF 02-16    Pro Forma
                                                                  --       ----------    ---------
                                                               Reported    Adjustment     Results
                                                               --------    ----------     -------
<S>                                                             <C>          <C>          <C>
Net revenues................................................    $1,772       $ (59)       $1,713
Cost of sales...............................................       942         (95)          847
Selling, delivery and administrative expenses...............       695          37           732
                                                                 -----        ----         -----
Operating income............................................    $  135       $  (1)       $  134
                                                                 =====        ====         =====
</TABLE>


     Assuming  EITF Issue No. 02-16 had been adopted for all periods  presented,
pro forma net income for the  twelve-weeks  ended  March 22,  2003 and March 23,
2002, would have been as follows:

<TABLE>
<CAPTION>

                                                                  12-Weeks Ended
                                                                  --------------
                                                                 March       March
                                                               22, 2003    23, 2002
                                                               --------    --------
Net income
<S>                                                             <C>          <C>
  As reported...............................................    $   70       $ 107
  Pro forma.................................................        76         106
</TABLE>


     During 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with the Exit or Disposal  Activities."  SFAS No. 146 is  effective  for exit or
disposal activities initiated after December 31, 2002. We do not anticipate that
the  adoption  of SFAS No.  146 will have a  material  impact  on our  Condensed
Consolidated Financial Statements.

     In  November  2002,  the FASB  issued  Interpretation  No.  45 ("FIN  45"),
"Guarantor's  Accounting and Disclosure  Requirements for Guarantees,  Including
Indirect  Guarantees of Indebtedness of Others," which addresses the disclosures
to be made by a guarantor in its interim and annual  financial  statements about
its  obligations  under  guarantees.  FIN 45 also requires the  recognition of a
liability by a guarantor at the inception of certain guarantees that are entered
into or modified after December 31, 2002. We do not anticipate that the adoption
of FIN 45 will have a material  impact on our Condensed  Consolidated  Financial
Statements.

     In  January  2003,  the FASB  issued  Interpretation  No.  46  ("FIN  46"),
"Consolidation of Variable Interest Entities," which addresses  consolidation by
business  enterprises of variable interest entities that either: (1) do not have
sufficient  equity  investment  at risk to  permit  the  entity to  finance  its
activities without additional  subordinated financial support, or (2) the equity
investors lack an essential  characteristic of a controlling financial interest.
We do not anticipate  that the adoption of FIN 46 will have a material impact on
our Condensed Consolidated Financial Statements.

Note 10 - Comprehensive Income

                                                               12-Weeks Ended
                                                               --------------
                                                            March         March
                                                          22, 2003      23, 2002
                                                          --------      --------
Net income...............................................   $ 70        $ 107
Currency translation adjustment..........................    (26)           -
Cash flow hedge adjustment...............................     13           12
                                                             ---          ---
Comprehensive income.....................................   $ 57        $ 119
                                                             ===          ===

                                       8
<PAGE>



Note 11 - Contingencies

     We are subject to various  claims and  contingencies  related to  lawsuits,
taxes and  environmental  and other matters  arising out of the normal course of
business.  We believe  that the ultimate  liability  arising from such claims or
contingencies,  if any, in excess of amounts already recognized is not likely to
have a material adverse effect on our results of operations, financial condition
or liquidity.

     In the first  quarter  of 2003,  we  settled a lawsuit  with the New Jersey
State  Department  of Labor and with  current  and former  employees  concerning
overtime  wage  issues.  The amount of this  settlement  was  approximately  $28
million,  which  was  fully  provided  for in  our  litigation  reserves  in our
Consolidated Balance Sheets at December 28, 2002.

Note 12 - Guarantees

     PBG has a $500 million  commercial  paper  program that is supported by two
$250 million  credit  facilities,  which is  guaranteed by us. One of the credit
facilities  expires in May 2003 and the other credit  facility  expires in April
2004.  At March 22,  2003,  PBG had $87 million of  commercial  paper issued and
outstanding.

     On March 8, 1999, PBG issued $1 billion of 7% senior notes due 2029,  which
are  guaranteed by us. We also  guarantee  that to the extent there is available
cash,  we will  distribute  pro rata to all  owners  sufficient  cash  such that
aggregate  cash  distributed  to PBG will  enable  PBG to pay its taxes and make
interest payments on the $1 billion 7% senior notes due 2029.




                                       9
<PAGE>


                     Independent Accountants' Review Report

Owners of
Bottling Group, LLC:

We have  reviewed  the  accompanying  condensed  consolidated  balance  sheet of
Bottling Group, LLC as of March 22, 2003, and the related condensed consolidated
statements  of  operations  and cash flows for the twelve  weeks ended March 22,
2003 and March 23, 2002. These condensed  consolidated  financial statements are
the responsibility of the Company'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  procedures 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 accounting  principles  generally  accepted in the
United States of America.

We have  previously  audited,  in accordance with auditing  standards  generally
accepted in the United  States of America,  the  consolidated  balance  sheet of
Bottling  Group,  LLC as of December  28,  2002,  and the  related  consolidated
statements  of  operations,  changes in owners'  equity,  and cash flows for the
fifty-two week period then ended not presented  herein;  and in our report dated
January 28,  2003,  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 28, 2002, is
fairly stated, in all material respects, in relation to the consolidated balance
sheet from which it has been derived.


/s/ KPMG LLP

New York, New York
April 22, 2003



                                       10