##### 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 24, 2007 (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 1-14893
 
 THE PEPSI BOTTLING GROUP, INC.
  Delaware
    
    13-4038356(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)
 914-767-6000
 N/A
 þ o
  þ o o
 o þ




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##### 



The Pepsi Bottling Group, Inc.  Index
 Page No.Part I
    
    Financial InformationItem 1.
    
    Financial StatementsCondensed Consolidated Statements of Operations  12 weeks
ended March 24, 2007 and March 25, 2006
    
    
    2Condensed Consolidated Statements of Cash Flows  12 weeks
ended March 24, 2007 and March 25, 2006
    
    
    3Condensed Consolidated Balance Sheets  March 24, 2007 and December 30, 2006
    
    
    4Notes to Condensed Consolidated Financial Statements
    
    
    5-14Item 2.
    
    Managements Financial Review
    
    
    15-21Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    22Item 4.
    
    Controls and Procedures
    
    
    22Part II
    
    Other InformationItem 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    23Item 6.
    
    Exhibits
    
    
    24EX-10.1: PRIVATE LIMITED COMPANY AGREEMENTEX-31.1: CERTIFICATIONEX-31.2: CERTIFICATIONEX-32.1: CERTIFICATIONEX-32.2: CERTIFICATIONEX-99.1: BOTTLING GROUP LLC FORM 10-Q FOR THE QUARTERLY PERIOD ENDED MARCH 24, 2007.




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##### Table of Contents



PART I  FINANCIAL INFORMATION
 
 Item 1.
 
 The Pepsi Bottling Group, Inc.
Condensed Consolidated Statements of Operations
 12 Weeks EndedMarch
    
    
    March24, 2007
    
    
    25, 2006Net revenues
    
    $
    2,466
    
    
    $
    2,367Cost of sales
    
    
    1,343
    
    
    
    1,271Gross profit
    
    
    1,123
    
    
    
    1,096Selling, delivery and administrative expenses
    
    
    1,003
    
    
    
    975Operating income
    
    
    120
    
    
    
    121Interest expense, net
    
    
    66
    
    
    
    61Other non-operating expenses, net
    
    
    1
    
    
    
    Minority interest
    
    
    8
    
    
    
    6Income before income taxes
    
    
    45
    
    
    
    54Income tax expense
    
    
    16
    
    
    
    20Net income
    
    $
    29
    
    
    $
    34Basic earnings per share
    
    $
    0.13
    
    
    $
    0.14Weighted-average shares outstanding
    
    
    227
    
    
    
    237Diluted earnings per share
    
    $
    0.12
    
    
    $
    0.14Weighted-average shares outstanding
    
    
    233
    
    
    
    243Dividends declared per common share
    
    $
    0.11
    
    
    $
    0.08
  2




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##### Table of Contents



The Pepsi Bottling Group, Inc.
Condensed Consolidated Statements of Cash Flows
 12 Weeks EndedMarch
    
    
    March24, 2007
    
    
    25, 2006Cash Flows  OperationsNet income
    
    $
    29
    
    
    $
    34Adjustments to reconcile net income to net cash provided by operations:Depreciation and amortization
    
    
    144
    
    
    
    139Deferred income taxes
    
    
    (9
    )
    
    
    (17
    )Stock-based compensation
    
    
    14
    
    
    
    16Other non-cash charges and credits, net
    
    
    74
    
    
    
    72Changes in operating working capital, excluding effects of acquisitions:Accounts receivable, net
    
    
    (13
    )
    
    
    (5
    )Inventories
    
    
    (125
    )
    
    
    (95
    )Prepaid expenses and other current assets
    
    
    (27
    )
    
    
    (15
    )Accounts payable and other current liabilities
    
    
    (32
    )
    
    
    (35
    )Income taxes payable
    
    
    1
    
    
    
    17Net change in operating working capital
    
    
    (196
    )
    
    
    (133
    )Casualty insurance payments
    
    
    (15
    )
    
    
    (14
    )Pension contributions
    
    
    (1
    )
    
    
    Other, net
    
    
    (19
    )
    
    
    (16
    )Net Cash Provided by Operations
    
    
    21
    
    
    
    81Cash Flows  InvestmentsCapital expenditures
    
    
    (174
    )
    
    
    (175
    )Acquisitions, net of cash acquired
    
    
    (49
    )
    
    
    Proceeds from sale of property, plant and equipment
    
    
    4
    
    
    
    3Other investing activities, net
    
    
    6
    
    
    
    4Net Cash Used for Investments
    
    
    (213
    )
    
    
    (168
    )Cash Flows  FinancingShort-term borrowings, net
    
    
    265
    
    
    
    106Payments of long-term debt
    
    
    (8
    )
    
    
    (61
    )Dividends paid
    
    
    (26
    )
    
    
    (19
    )Excess tax benefit from exercise of stock options
    
    
    1
    
    
    
    3Proceeds from exercise of stock options
    
    
    16
    
    
    
    15Purchases of treasury stock
    
    
    (141
    )
    
    
    (125
    )Net Cash Provided by (Used for) Financing
    
    
    107
    
    
    
    (81
    )Effect of Exchange Rate Changes on Cash and Cash Equivalents
    
    
    (4
    )
    
    
    2Net Decrease in Cash and Cash Equivalents
    
    
    (89
    )
    
    
    (166
    )Cash and Cash Equivalents  Beginning of Period
    
    
    629
    
    
    
    502Cash and Cash Equivalents  End of Period
    
    $
    540
    
    
    $
    336Supplemental Cash Flow InformationInterest paid
    
    $
    77
    
    
    $
    76Income taxes paid
    
    $
    23
    
    
    $
    17Changes in accounts payable related to capital expenditures
    
    $
    (30
    )
    
    $
    (35
    )Capital lease additions
    
    $
    2
    
    
    $
    7
  3




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##### Table of Contents



The Pepsi Bottling Group, Inc.
Condensed Consolidated Balance Sheets
 (Unaudited)March
    
    December24, 2007
    
    30, 2006ASSETSCurrent AssetsCash and cash equivalents
    
    $
    540
    
    
    $
    629Accounts receivable, less allowance of $47 at March
24, 2007 and $50 at December 30, 2006
    
    
    1,353
    
    
    
    1,332Inventories
    
    
    657
    
    
    
    533Prepaid expenses and other current assets
    
    
    299
    
    
    
    255Total Current Assets
    
    
    2,849
    
    
    
    2,749Property, plant and equipment, net
    
    
    3,768
    
    
    
    3,785Other intangible assets, net
    
    
    3,793
    
    
    
    3,768Goodwill
    
    
    1,485
    
    
    
    1,490Other assets
    
    
    171
    
    
    
    135Total Assets
    
    $
    12,066
    
    
    $
    11,927LIABILITIES AND SHAREHOLDERS EQUITYCurrent LiabilitiesAccounts payable and other current liabilities
    
    $
    1,637
    
    
    $
    1,677Short-term borrowings
    
    
    623
    
    
    
    357Current maturities of long-term debt
    
    
    11
    
    
    
    17Total Current Liabilities
    
    
    2,271
    
    
    
    2,051Long-term debt
    
    
    4,757
    
    
    
    4,754Other liabilities
    
    
    1,296
    
    
    
    1,205Deferred income taxes
    
    
    1,234
    
    
    
    1,293Minority interest
    
    
    544
    
    
    
    540Total Liabilities
    
    
    10,102
    
    
    
    9,843Shareholders EquityCommon stock, par value $0.01 per share: authorized 900 shares, issued 310 shares
    
    
    3
    
    
    
    3Additional paid-in capital
    
    
    1,764
    
    
    
    1,751Retained earnings (includes impact from adopting FIN
48 in fiscal year 2007 of $5)
    
    
    2,717
    
    
    
    2,708Accumulated other comprehensive loss
    
    
    (381
    )
    
    
    (361
    )Treasury stock: 84 shares and 80 shares at March 24,
2007 and December 30, 2006, respectively, at cost
    
    
    (2,139
    )
    
    
    (2,017
    )Total Shareholders Equity
    
    
    1,964
    
    
    
    2,084Total Liabilities and Shareholders Equity
    
    $
    12,066
    
    
    $
    11,927
  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
  6




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Note
4Earnings per Share
  12 Weeks EndedMarch 24,
    
    
    March 25,Shares in millions
    
    2007
    
    
    2006Average number of shares outstanding during period on
which basic earnings per share is based
    
    
    227
    
    
    
    237Add  Incremental shares under stock compensation plans
    
    
    6
    
    
    
    6Number of shares on which diluted earnings per share is
based
    
    
    233
    
    
    
    243Basic and diluted net income applicable to common
shareholders
    
    $
    29
    
    
    $
    34Basic earnings per share
    
    $
    0.13
    
    
    $
    0.14Diluted earnings per share
    
    $
    0.12
    
    
    $
    0.14
  Note 5Share-Based Compensation
   7




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12 Weeks EndedMarch 24,
    
    
    March 25,2007
    
    
    2006Total share-based compensation expense
    
    $
    14
    
    
    $
    16Income tax benefit
    
    
    (4
    )
    
    
    (5
    )Minority interest
    
    
    (1
    )
    
    
    (1
    )Net income impact
    
    $
    9
    
    
    $
    10
    Note 6Balance Sheet Details
 March
    
    
    December24, 2007
    
    
    30, 2006Accounts
ReceivableTrade accounts receivable
    
    $
    1,158
    
    
    $
    1,163Allowance for doubtful accounts
    
    
    (47
    )
    
    
    (50
    )Accounts receivable from PepsiCo
    
    
    179
    
    
    
    168Other receivables
    
    
    63
    
    
    
    51$
    1,353
    
    
    $
    1,332InventoriesRaw materials and supplies
    
    $
    254
    
    
    $
    201Finished goods
    
    
    403
    
    
    
    332$
    657
    
    
    $
    533Property,
Plant and Equipment, netLand
    
    $
    288
    
    
    $
    291Buildings and improvements
    
    
    1,409
    
    
    
    1,404Manufacturing and distribution equipment
    
    
    3,741
    
    
    
    3,705Marketing equipment
    
    
    2,432
    
    
    
    2,425Capital leases
    
    
    61
    
    
    
    60Other
    
    
    167
    
    
    
    1728,098
    
    
    
    8,057Accumulated depreciation
    
    
    (4,330
    )
    
    
    (4,272
    )$
    3,768
    
    
    $
    3,785
 8




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March
    
    
    December24, 2007
    
    
    30, 2006Accounts
Payable and Other Current LiabilitiesAccounts payable
    
    $
    533
    
    
    $
    525Accounts payable to PepsiCo
    
    
    295
    
    
    
    234Trade incentives
    
    
    145
    
    
    
    194Accrued compensation and benefits
    
    
    183
    
    
    
    237Other accrued taxes
    
    
    88
    
    
    
    111Accrued interest
    
    
    63
    
    
    
    74Other current liabilities
    
    
    330
    
    
    
    302$
    1,637
    
    
    $
    1,677
 Note 7Other Intangible Assets, net and Goodwill
  March
    
    
    December24, 2007
    
    
    30, 2006Intangibles subject to amortization:Gross carrying amount:Customer relationships and lists
    
    $
    52
    
    
    $
    54Franchise/distribution rights
    
    
    45
    
    
    
    45Other identified intangibles
    
    
    32
    
    
    
    32129
    
    
    
    131Accumulated amortization:Customer relationships and lists
    
    
    (12
    )
    
    
    (11
    )Franchise/distribution rights
    
    
    (28
    )
    
    
    (27
    )Other identified intangibles
    
    
    (16
    )
    
    
    (16
    )(56
    )
    
    
    (54
    )Intangibles subject to amortization, net
    
    
    73
    
    
    
    77Intangibles not subject to amortization:Carrying amount:Franchise rights
    
    
    3,174
    
    
    
    3,128Distribution rights
    
    
    287
    
    
    
    297Trademarks
    
    
    208
    
    
    
    215Other identified intangibles
    
    
    51
    
    
    
    51Intangibles not subject to amortization
    
    
    3,720
    
    
    
    3,691Total other intangible assets, net
    
    $
    3,793
    
    
    $
    3,768
   9




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U.S. &Canada
    
    
    Europe
    
    
    Mexico
    
    
    TotalBalance at December 30, 2006
    
    $
    1,229
    
    
    $
    16
    
    
    $
    245
    
    
    $
    1,490Purchase price allocations relating to acquisitions
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    1Impact of foreign currency translation
    
    
    1
    
    
    
    
    
    
    
    (7
    )
    
    
    (6
    )Balance at March 24, 2007
    
    $
    1,231
    
    
    $
    16
    
    
    $
    238
    
    
    $
    1,485
 Note 8 Pension and Postretirement Medical Benefit Plans
 Employee Benefit Plans
  Defined Benefit Pension Plans
  Defined Contribution Benefits
   10




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12 Weeks EndedMarch
    
    
    March24, 2007
    
    
    25, 2006Service cost
    
    $
    13
    
    
    $
    12Interest cost
    
    
    21
    
    
    
    19Expected return on plan assets
    
    
    (24
    )
    
    
    (22
    )Amortization of prior service cost
    
    
    1
    
    
    
    2Amortization of net loss
    
    
    9
    
    
    
    9Net pension expense for the defined benefit plans
    
    
    20
    
    
    
    20Defined contribution plans expense
    
    
    6
    
    
    
    5Total U.S. pension expense recognized in the
Condensed Consolidated Statements of Operations
    
    $
    26
    
    
    $
    25
  Postretirement Medical Benefits
   12 Weeks EndedMarch
    
    
    March24, 2007
    
    
    25, 2006Service cost
    
    $
    1
    
    
    $
    1Interest cost
    
    
    5
    
    
    
    5Amortization of net loss
    
    
    1
    
    
    
    1U.S. postretirement benefits expense recognized
in the Condensed Consolidated Statements of
Operations
    
    $
    7
    
    
    $
    7
 Note 9Income Taxes
 ,
  11




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Note 10Segment Information
   12




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12 Weeks EndedMarch
    
    
    March24, 2007
    
    
    25, 2006Net
RevenuesU.S. & Canada
    
    $
    2,102
    
    
    $
    2,036Europe
    
    
    176
    
    
    
    148Mexico
    
    
    188
    
    
    
    183Worldwide net revenues
    
    $
    2,466
    
    
    $
    2,367Operating
Income (Loss)U.S. & Canada
    
    $
    143
    
    
    $
    141Europe
    
    
    (25
    )
    
    
    (22
    )Mexico
    
    
    2
    
    
    
    2Worldwide operating income
    
    
    120
    
    
    
    121Interest expense, net
    
    
    66
    
    
    
    61Other non-operating expenses, net
    
    
    1
    
    
    
    Minority interest
    
    
    8
    
    
    
    6Income before income taxes
    
    $
    45
    
    
    $
    54
 March
    
    
    December24, 2007
    
    
    30, 2006Total
AssetsU.S. & Canada
    
    $
    9,266
    
    
    $
    9,044Europe
    
    
    1,071
    
    
    
    1,072Mexico
    
    
    1,729
    
    
    
    1,811Worldwide total assets
    
    $
    12,066
    
    
    $
    11,927
 Note 11Comprehensive Income
 12 Weeks EndedMarch
    
    
    March24, 2007
    
    
    25, 2006Net income
    
    $
    29
    
    
    $
    34Net currency translation adjustment
    
    
    (32
    )
    
    
    24Cash flow hedge adjustment (a)
    
    
    1
    
    
    
    8Amortization of prior service cost/loss in
net periodic pension/postretirement cost
to expense (b)
    
    
    6
    
    
    
    N/APension liability adjustment (c)
    
    
    5
    
    
    
    N/AComprehensive income
    
    $
    9
    
    
    $
    66
 
 (a)
    
    Net of minority interest and taxes of $0 million and $6 million for the 12 weeks ended
March 24, 2007 and March 25, 2006, respectively.(b)
    
    Net of minority interest and taxes of $5 million for the 12 weeks ended March 24, 2007.(c)
    
    Net of minority interest and taxes of $3 million for the 12 weeks ended March 24, 2007. Note 12Contingencies
  13




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Note 13Subsequent Event
    14




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Item 2.  Managements Financial Review
  Overview
    Critical Accounting Policies
   
    
    Allowance for Doubtful Accounts;
 
    
    Recoverability of Goodwill and Intangible Assets with Indefinite Lives;
 
    
    Pension and Postretirement Medical Benefit Plans;
 
    
    Casualty Insurance Costs;
 
    
    Share-Based Compensation; and
 
    
    Income Taxes.
 Income Taxes
 ,
 15




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Financial Performance Results
 12 Weeks EndedMarch
    
    March
    
    %24, 2007
    
    25, 2006
    
    ChangeNet revenues
    
    $
    2,466
    
    
    $
    2,367
    
    
    
    4
    %Gross profit
    
    $
    1,123
    
    
    $
    1,096
    
    
    
    3
    %Operating income
    
    $
    120
    
    
    $
    121
    
    
    
    0
    %Net income
    
    $
    29
    
    
    $
    34
    
    
    
    (16
    )%Diluted earnings per share1
    
    $
    0.12
    
    
    $
    0.14
    
    
    
    (12
    )%
 
 1
    
    Percentage change for diluted earnings per share is calculated by
using earnings per share data that is expanded to the fourth decimal place. Financial Performance Discussion
     16




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Full-Year 2007 Outlook
   First Quarter 2007 Results
  Volume
 12 Weeks EndedMarch 24, 2007 vs.March 25, 2006U.S. &Worldwide
    
    Canada
    
    Europe
    
    MexicoBase volume
    
    
    0
    %
    
    
    (1
    )%
    
    
    8
    %
    
    
    (3
    )%Acquisitions
    
    
    0
    %
    
    
    
    
    
    
    
    
    
    
    5
    %Total Volume change
    
    
    0
    %
    
    
    (1
    )%
    
    
    8
    %
    
    
    2
    %
    
   17




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Net Revenues
 12 Weeks EndedMarch 24, 2007 vs.March 25, 2006U.S. &Worldwide
    
    Canada
    
    Europe
    
    MexicoVolume impact
    
    
    0
    %
    
    
    (1
    )%
    
    
    8
    %
    
    
    (3
    )%Net price per case impact (rate/mix)
    
    
    4
    %
    
    
    4
    %
    
    
    5
    %
    
    
    5
    %Acquisitions
    
    
    0
    %
    
    
    
    
    
    
    
    
    
    
    5
    %Currency translation
    
    
    0
    %
    
    
    0
    %
    
    
    6
    %
    
    
    (4
    )%Total Net Revenues change
    
    
    4
    %
    
    
    3
    %
    
    
    19
    %
    
    
    3
    %
     18




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Cost of Sales
 12 Weeks EndedMarch 24, 2007 vs.March 25, 2006WorldwideVolume impact
    
    
    0
    %Cost per case impact
    
    
    6
    %Acquisitions
    
    
    0
    %Currency translation
    
    
    0
    %Total Cost of Sales change
    
    
    6
    %
     Selling, Delivery and Administrative Expenses
 12 Weeks EndedMarch 24, 2007 vs.March 25, 2006WorldwideCost impact
    
    
    3
    %Acquisitions
    
    
    0
    %Currency translation
    
    
    0
    %Total SD&A change
    
    
    3
    %
  Interest Expense, net
  19




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Income Tax Expense
  Liquidity and Financial Condition
 Cash Flows
    Liquidity and Capital Resources
    Contractual Obligations
  20




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Cautionary Statements
  
    
    changes in our relationship with PepsiCo that could have a material adverse effect on our long-term and short-term
business and financial results;
 
    
    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 meet projections for performance in newly acquired territories;
 
    
    loss of business from a significant customer;
 
    
    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 the 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 economic and political changes;
 
    
    possible recalls of our products;
 
    
    interruptions of operations due to labor disagreements;
 
    
    changes in our debt ratings;
 
    
    material changes in expected interest and currency exchange rates and unfavorable market performance of our
pension plan assets; and
 
    
    an inability to achieve strategic business plan targets that could result in an intangible asset impairment charge.
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Item 3.  Quantitative and Qualitative Disclosures About Market Risk
  
 Item 4.  Controls and Procedures
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PART II  OTHER INFORMATION
 
 Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds
 PBG Purchases of Equity Securities
  Total Number of Shares
    
    Maximum Number ofTotal Number
    
    Average Price
    
    Purchased as Part of
    
    Shares that May Yet Beof Shares
    
    Paid per
    
    Publicly Announced
    
    Purchased Under thePeriod
    
    Purchased1
    
    Share2
    
    Plans or Programs 3
    
    Plans or Programs 3Period 1
12/31/0601/27/07
    
    
    2,565,400
    
    
    $
    31.06
    
    
    
    2,565,400
    
    
    
    28,832,800Period 2
01/28/0702/24/07
    
    
    1,210,800
    
    
    $
    31.60
    
    
    
    1,210,800
    
    
    
    27,622,000Period 3
02/25/0703/24/07
    
    
    732,300
    
    
    $
    31.11
    
    
    
    732,300
    
    
    
    26,889,700Total
    
    
    4,508,500
    
    
    $
    31.21
    
    
    
    4,508,500
 1
    
    Shares have only been repurchased through publicly announced programs.2
    
    Average share price excludes brokerage fees.3
    
    The PBG Board has authorized the repurchase of shares of common stock on the open
market and through negotiated transactions as follows: Number of SharesAuthorized to beDate Share Repurchase Program was Publicly Announced
    
    RepurchasedOctober 14, 1999
    
    
    20,000,000July 13, 2000
    
    
    10,000,000July 11, 2001
    
    
    20,000,000May 28, 2003
    
    
    25,000,000March 25, 2004
    
    
    25,000,000March 24, 2005
    
    
    25,000,000December 15, 2006
    
    
    25,000,000Total shares authorized
to be repurchased as of
March 24, 2007
    
    
    150,000,000
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##### Table of Contents



Item 6.
 Exhibits
 Exhibit No.10.1
    
    Private Limited Company Agreement of PR Beverages Limited
dated as of March 1, 2007 among PBG Beverages Ireland Limited,
PepsiCo (Ireland), Limited and PR Beverages Limited.31.1
    
    Certification by the Chief Executive Officer pursuant to
Section 302 of the SarbanesOxley Act of 200231.2
    
    Certification by the Chief Financial Officer pursuant to
Section 302 of the SarbanesOxley Act of 200232.1
    
    Certification by the Chief Executive Officer pursuant to
Section 906 of the SarbanesOxley Act of 200232.2
    
    Certification by the Chief Financial Officer pursuant to
Section 906 of the SarbanesOxley Act of 200299.1
    
    Bottling Group LLC Form 10-Q for the quarterly period ended
March 24, 2007, as required by the SEC as a result of Bottling
Group LLCs guarantee of up to $1,000,000,000 aggregate
principal amount of our 7% Senior Notes due in 2029.
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SIGNATURES
  THE PEPSI BOTTLING GROUP, INC.
  Date:April 30, 2007
    /s/ Andrea L. ForsterAndrea L. ForsterVice President and ControllerDate:April 30, 2007
    /s/ Alfred H. DrewesAlfred H. DrewesSenior Vice President and
Chief Financial Officer