UNITED STATES SECURITIES AND EXCHANGE COMMISSION ~~WASHINGTON, D.C. 20549~~

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~Pursuant to Section~~September 1316, ~~or 15(d) of the Securities Exchange Act of 1934~~ 2009

Date of Report (Date of ~~Earliest~~earliest ~~Event~~event ~~Reported~~reported)~~: January 14, 2009~~

~~Bottling~~BOTTLING ~~Group~~GROUP, LLC. ~~__________________________________________ (Exact name of registrant as specified in its charter)~~

Delaware	333-80361-01	13-4042452
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
1 Pepsi Way, Somers, New York		10589
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

(Exact name of registrant as specified in its charter)

~~Registrant’s telephone number, including area code: (914) 767-6000~~Delaware

~~Not~~(State ~~Applicable ______________________________________________ Former name~~ or ~~former~~Other ~~address,~~Jurisdiction ifof ~~changed since last report~~ Incorporation)


333-80361-01 (Commission File Number)		13-4042452 (IRS Employer Identification No.)

One Pepsi Way, Somers, NY 10589

(Address of Principal Executive Offices) (Zip Code)

(914) 767-6000

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

~~[ ]~~ o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Top~~o Soliciting ofmaterial pursuant to Rule 14a-12 under the ~~Form~~Exchange Act (17 CFR 240.14a-12)

~~Item~~o Pre-commencement ~~1.01~~communications ~~Entry~~pursuant ~~into~~to aRule 14d-2(b) ~~Material~~under ~~Definitive~~the ~~Agreement~~Exchange Act (17 CFR 240.14d-2(b))

Ono Pre-commencement ~~January~~communications ~~14,~~pursuant ~~2009, PepsiCo Holdings LLC, a subsidiary of Bottling Group, LLC ("PCH"), and Frito Lay Manufacturing LLC, a subsidiary of PepsiCo, Inc. ("FLM"), entered into an agreement relating~~ to ~~the sale and distribution of certain Frito~~Rule 13e-~~Lay snack products in the Russian Federation~~ 4(~~the "Distribution Agreement"~~c). The Distribution Agreement is effective as of January 1, 2009, and replaces a similar agreement between PCH and FLM, which expired on December 31, 2008. Under the Distribution Agreement, FLM has granted PCH the right to sell and distribute snack food products under the ~~"Lays",~~Exchange ~~"Lays~~Act ~~Max",~~(17 ~~"Cheetos"~~CFR ~~and "Hrusteam" trademarks in the Russian Federation~~240. The Distribution Agreement, which is governed by Russian law, has a term of five years. Notwithstanding this term, the Distribution Agreement shall automatically terminate six months after the termination of PR Beverages Limited, the Russian joint venture between The Pepsi Bottling Group and PepsiCo, or the termination of any master bottling appointment that PepsiCo has issued to PR Beverages Limited. Pursuant to the Distribution Agreement, each year by October 31st, the parties shall discuss and agree to a business forecast and a price list for products to be sold by FLM to PCH in the following year. Under the Distribution Agreement, FLM shall determine and bear all costs related to marketing and trade support, and PCH must ensure that it maintains a sufficient sales force to permit PCH to achieve the sales volume plan determined by FLM consistent with the agreed13e-to annual forecast. PCH is also required to maintain adequate warehouse capacity throughout the Russian Federation to support the anticipated volume of products to be sold.The above description of the Distribution Agreement is qualified in its entirety by reference to the Distribution Agreement which will be attached as an exhibit to Bottling Group, LLC's Annual Report on Form 10-K for the fiscal year ended December 27, 2008, which will be filed in February 2009.4(c))

~~Top~~Item 8.01. ofOther ~~the Form~~Events.

As previously disclosed, Bottling Group, LLC (the “Company”) adopted the accounting provisions of Statement of Financial Accounting Standards No. 160, Noncontrolling Interests in Consolidated Financial Statements, an Amendment of ARB 51 (“SFAS 160”), which addresses the accounting and reporting framework for noncontrolling interests by a parent company. SFAS 160 also addresses disclosure requirements to distinguish between interests of the parent and interests of the noncontrolling owners of a subsidiary. SFAS 160 became effective in the first quarter of 2009.

The provisions of SFAS 160 require that minority interest be renamed noncontrolling interests and that a company present a consolidated net income measure that includes the amount attributable to such noncontrolling interests for all periods presented. In addition, SFAS 160 requires reporting noncontrolling interests as a component of equity in our Consolidated Balance Sheets and below income tax expense in our Consolidated Statements of Operations. As required by SFAS 160, we retrospectively applied the presentation to our prior year balances in our Consolidated Financial Statements in our Form 10-Q for each of the first and second quarters of 2009.

Based upon the effective date of SFAS 160, the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 27, 2008 (the “2008 Form 10-K”), as filed with the Securities and Exchange Commission (“SEC”) on February 20, 2009, did not reflect the adoption of SFAS 160. This Current Report on Form 8-K is being filed to reflect the retrospective presentation in accordance with SFAS 160 that was not yet effective for the financial statements originally filed with the Company’s 2008 Form 10-K.

Exhibit 99.1 to this Current Report on Form 8-K, which is incorporated by reference herein, updates the following sections of the Company’s 2008 Form 10-K to give effect to the foregoing:

•	Item 6:	Selected Financial Data

•	Item 7:	Management’s Discussion and Analysis of Financial Condition and Results of Operations

•	Item 8:	Financial Statements and Supplementary Data (included in Item 7. Management’s Financial Review — Financial Statements)

		• Notes to Consolidated Financial Statements

		• Report of Independent Registered Public Accounting Firm

•	Item 11:	Executive Compensation

•	Item 15:	Exhibits and Financial Statement Schedules

In addition, the information included in Note 20 — Subsequent Events has been revised to reflect PBG’s acceptance of the unsolicited offer and the definitive merger agreement with PepsiCo, Inc. (“PepsiCo”), under which PepsiCo will acquire all outstanding shares of PBG stock it does not already own.

Exhibit 12, which is incorporated by reference herein, sets forth a revised Computation of Ratio of Earnings to Fixed Charges to give effect to the foregoing.

Exhibit 99.2, which is incorporated by reference herein, sets forth revisions to The Pepsi Bottling Group, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 27, 2008, as filed with the SEC on February 20, 2009, to give effect to the foregoing.

Exhibit 99.3, which is incorporated by reference herein, sets forth revisions to PepsiCo’s financial statements and notes thereto included in PepsiCo, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 27, 2008, as filed with the SEC on February 19, 2009, to give effect to the foregoing. The financial information included in Exhibit 99.3 was prepared by management of PepsiCo and was subject to PepsiCo’s internal control over financial reporting. The Company did not have any responsibility for the preparation of, and has not independently reviewed this financial information and it was not subject to the Company’s financial controls or procedures. This financial information should be viewed accordingly.

All other information in the 2008 Form 10-K remains unchanged, in all material respects, and has not been updated for events or developments that occurred subsequent to the filing of the 2008 Form 10-K with the SEC.

The information in this Current Report on Form 8-K, including the information in Exhibits 12, 99.1, 99.2 and 99.3 hereto and incorporated by reference herein, should be read together with the Company’s reports on Form 10-Q for the quarters ended March 21, 2009 and June 13, 2009 and the Company’s reports on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(a)		Not Applicable.

(b)		Not Applicable.

(c)		Not Applicable.

(d)		Exhibits:


Exhibit Number		Description

12		Computation of Ratio of Earnings to Fixed Charges

23.1		Consent of Deloitte & Touche LLP

23.2		Consent of Deloitte & Touche LLP

23.3		Consent of KPMG, LLP

99.1		Part II, “Item 6 — Selected Financial Data;” Part II, “Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations;” Part II, “Item 8 — Financial Statements and Supplementary Data;” Notes to Consolidated Financial Statements; and the Report of Independent Registered Public Accounting Firm; Part III, “Item 11 — Executive Compensation;” Part IV, “Item 15: Exhibits and Financial Statement Schedules” to the Company’s Annual Report on Form 10-K for the fiscal year ended December 27, 2008

99.2		Part II, “Item 6 — Selected Financial Data;” Part II, “Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations;” Part II, “Item 8 — Financial Statements and Supplementary Data;” Notes to Consolidated Financial Statements; and the Report of Independent Registered Public Accounting Firm; Part IV, “Item 15: Exhibits and Financial Statement Schedules” to The Pepsi Bottling Group, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 27, 2008, which are incorporated by reference to The Pepsi Bottling Group, Inc.’s Current Report on Form 8-K filed with the SEC on September 16, 2009

99.3		PepsiCo, Inc.’s consolidated financial statements, notes thereto and the Report of Independent Registered Public Accounting Firm included in Exhibit 99.1 of PepsiCo’s Current Report on Form 8-K filed with the SEC on August 27, 2009, which are incorporated herein by reference to PepsiCo, Inc.’s Current Report on Form 8-K filed with the SEC on August 27, 2009

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		Bottling Group, LLC
	BOTTLING GROUP, LLC (Registrant)
January 22, 2009		By:	/s/ David Yawman
Date: September 16, 2009	By:	/s/ David Yawman
			Name: David Yawman
		(Signature)
			Title: Managing Director-Delegatee
		David YawmanManaging Director-Delegatee

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