Pepsi Bottling Group (PBG)

Item 2.05 Costs Associated with Exit or Disposal Activities.

On November 18, 2008, The Pepsi Bottling Group, Inc. (the "Company’" or "PBG") announced that it had committed to a multiyear initiative to enhance the Company’s operating capabilities around the world. The initiative, called "Structured to Succeed", has four primary objectives:

1. Strengthen the Company’s customer service and selling effectiveness;
2. Simplify decision making and streamline the organization;
3. Drive greater cost productivity to adapt to current macroeconomic challenges; and
4. Rationalize the Company’s supply chain infrastructure.

The initiative will impact each of the Company’s geographic segments. Globally, approximately 3,150 positions will be eliminated, including 750 positions in the U.S. and Canada, 200 in Europe and 2,200 in Mexico. The Company will close four facilities in the U.S., as well as three plants and about 30 distribution centers in Mexico and the Company will eliminate about 700 routes over time in Mexico. The Company will also make changes to its U.S. defined benefit pension plans with such changes occurring over the next several years.

The initiative is expected to result in annual pre-tax savings of approximately $150 million to $160 million, beginning with an anticipated savings of at least $70 million in 2009.

The Company anticipates recording pre-tax charges of $140 million to $170 million over the course of the initiative, which the Company expects to substantially complete by the end of 2009. These charges are comprised of $85 million to $95 million of severance and related benefits; $30 million to $40 million of pension and other employee-related costs, the majority of which will be non-cash; and $25 million to $35 million of other charges, including employee relocation expenses and asset disposal costs. PBG expects about $130 million of the total pre-tax charges to result in cash expenditures. A pre-tax charge of $80 million to $100 million is projected for the fourth quarter of 2008.

Some of the charges associated with the changes to the pension plans cannot be estimated at this time and are not included in the range of $140 million to $170 million of pre-tax charges referenced above.

Item 2.05 Costs Associated with Exit or Disposal Activities.

On August 8, 2007, the Company announced that it is realigning its organization. A copy of the Company's press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

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.

Exhibit Index