SecProbe.io

Mail Stop 3561
        January 11, 2016

Via E -mail
Isabela Perez Nivela
Director
Coca -Cola European Partners Limited
c/o Jordans Limited
20-22 Bedford Row,
London, WC1R 4JS

Re: Coca -Cola European Partners Limited
Registration Statement on Form F -4
Filed December 15, 2015
  File No. 333 -208556

Dear Ms.  Perez Nivela :

We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may be tter
understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our com ments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.

Unaudited Financial Projections…, page 75

1. We note the statement s on page 76 restricting reliance on the financial projections by
investors, including the statement that the financial projections should not be relied upon,
should not be regarded as a representation and that no entity warrants or has warranted
their accuracy or reli ability.  While it may be acceptable to include qualifying language
explaining the assumptions and estimates that form the basis for projections , and
subsequent changes to such assumptions , it is inappropriate to tell shareholders not to rely
on the disclo sure.  Please revise.

Isabela Perez Nivela
Coca -Cola European Partners Limited
January 11, 2016
Page 2

 The Master Agreement
Net Financial Position, page 103

2. The disclosure on page 103 appears to indicate that the purchase prices for Black and
Olive could change from that reflected in the pro forma financial information included on
pages 168 through 184 of the filing as a result of changes in the work ing capital of Black
and Olive.  Please revise the notes to the pro forma financial information to describe how
the purchases prices for Black and Olive could be subject to change as a result of these
working capital provisions of the Master Agreement.   Refer to the guidance outlined in
Rule 11 -02(b)(8) of Regulation S -X.

Selected Historical Consolidated Financial Information of CCE, page 126

3. If the financial information for the nine month periods ended October 3, 2015 and
September 26, 2014 presented for CCE are unaudited, please label them  accordingly.
Also label the information as unaudited for Olive and Black on pages 128 and 129, as
applicable.

Unaudited Pro Forma Condens ed Combined Financial Information of Orange, page 163

4. You disclose on page 163 that upon completing the transaction , the basis of accounting
for Orange will be IFRS as adopted by the European Union.   However, on page 13 you
disclose that Orange will prepare its consolidated financial statements in accordance with
IFRS as adopted by the IASB.  Please clarify on page 163 whether you will use IFRS as
adopted by the European Union or as adopted by the IA SB for US reporting purposes. If
you will use IFRS as adopted by the European Union for all reporting purposes, please
revise the notes to the pro forma financial information to disclose any differences
between IFRS as adopted by the European Union and IFR S as published by the IASB
that are expected to exist with respect to Orange financial statements following the
transactions.  Alternatively you may disclose these standards are substantially similar.
See SEC Release 33 -8567.

Notes to Unaudited Pro For ma Condensed Combined Financial Information of Orange, page 168

Note 3 – Reconciliation of Oliver IFRS to US GAAP Presentation, page 171

5. It is not clear from the disclosure on pages 172 and 173 how the reclassification
adjustments to present Olive’s IFRS  operating results in accordance with CCE’s US
GAAP presentation were determined for either period presented.  For example, it is not
clear how Olive’s IFRS (as reported) results were reclassified to arrive at the
“Reclassified Olive IFRS” amounts for cost  of sales and selling, delivery and
administrative expenses.  Please revise to include footnote disclosures explaining how
these reclassified amounts were determined.

Isabela Perez Nivela
Coca -Cola European Partners Limited
January 11, 2016
Page 3

 Note 5 – Accounting Policies and Reclassifications, page 176

6. We note on page 217 that you disclose Black records bottle deposits c harged to
customers as revenue.  Please tel l us if this is consistent with CCE’s  accounting policy for
bottle deposits.  If it is not consistent , please tell us the amount of deposits Black
recognized  as revenue  in each of the periods presented and  indicate  whether it will be
recorded as a pro forma adjustment in the amend ed filing .

Note 7 - Preliminary Pro Forma Adjustments, page 178

7. (E) Franchise license intangible assets - Given the significance of the fair val ue
adjustments recognized for the estimated preliminary fair value of the franchise license
intangibles acquired, please explain in the notes to the financial statements the method(s)
and significant assumptions that were used to estimate the fair values o f these intangible
assets.   Also, please explain your basis for your conclusion that the identifiable intangible
assets of both Olive and Black have indefinite lives as disclosed on page 182.  It is
unclear why these intangibles would have indefinite lives  when the disclosure on page
207 indicates that Olive’s bottling rights include stated expiration dates and the disclosure
on page 214 indicates that Black’s product bottling and distribution agreement has a 10 -
year term extending through August 31, 2017 a nd contains the right for Black to request a
10-year renewal.

8. The disclosures included on pages F -102 and F -103 of Black’s financial statements
indicate that a significant portion of its revenues and receivables are due to sales to a
limited number of cu stomers.  Given this factor, please explain why you do not believe
you will be required to recognize any definitive lived intangible assets such as customer
relationship intangibles in connection with the Black merger transaction.

9. (J) Debt - The disclosure on page 181 indicates that Black’s existing current portion of
debt of $403 million will be repaid using a combination of Black’s existing cash on hand
and a capital contribution from TCCC prior to the completion of the transactions.   As
footnot e (A) indicates that $131 million is being repaid with cash on hand, please revise
the notes to the pro forma financial information to disclose the amount of the capital
contribution that will be received from TCCC to repay Black’s debt and explain where
the related pro forma adjustment has  been included in the pro forma balance sheet.

10. (L) Shareholders’ equity – Based on the disclosures provided on page 181, it is unclear
how you calculated the adjustments to common stock and ordinary shares for the shares
to be issued to Olive of $92 and for the shares to be issued to Black of $48.  Please
provide us with your computations of these  components of the pro forma adjustment to
common shares  as part of your response.

11. (L) Shareholders’ equity – Based on the number of CCE shares outstanding at October 2,
2015 as reflected in this entity’s quar terly report on Form 10 -Q for the period then ended

Isabela Perez Nivela
Coca -Cola European Partners Limited
January 11, 2016
Page 4

 of approximately 227 million shares , and the cash consideration per share to be paid to
the CCE shareholders of $14.50 per share, it is not clear how the adjustment to APIC for
the cash consideration to b e paid to the CCE shareholders of $ (3,330 ) was determined.
Please revise footnote (L) to explain in further detail how this component of the pro
forma adjustment to APIC was determined.  Also, please explain why the amount of this
adjustment to APIC does no t agree to the adjustment for the cash consideration paid to
CCE Shareholders of $(3,291) as reflected in footnote (A) on page 178.

(q) Basic and diluted earnings per share , page 184

12. In your computation of the pro forma adjustment to shares issued and outstanding for
purposes of basic and diluted earnings per share, you include an adjustment for both the
Orange Shares to be issued and outstanding to CCE and for the existing shares of CCE
common stock outstanding each period.   Given that one Orange share is being is sued for
each CCE common share in connection with the merger, it is not clear why the amounts
referenced above are not the same for all periods presented. Please explain how you
determined the number of Orange shares to be issued and outstanding to CCE for
purposes of your basic and diluted earnings per share computations for all periods
presented.

Accounting Treatment Of  The Merger, page 193

13. You disclose on page 193, that for purposes of the proxy statement/prospectus, the
Combination has been accounte d for using the acquisition method of accounting for
business combinations under U.S. GAAP with CCE treated as the accounting acquirer.
Please revise Note 1 to the pro forma information on page 168 to disclose that CCE will
be treated as the accounting acq uirer and to explain your basis for treating CCE as the
accounting acquirer.  Refer to the guidance outlined in ASC 805 -10-25-4 and 805 -10-25-
5 and 805 -10-55-10 through 805 -10-55-15.

Certain U.S.  Tax Consequences…, page 196

14. Investors are entitled to rely upon your disclosure regarding the material tax
consequences of the transac tion, therefore, please remove the disclaimer in the second
paragraph that the discussion does not constitute tax advice.

U.S. Federal Income Tax consequences of the Merger to CCE Shareholders, page 200

15. We note your statement that “[t]he Merger is intended to qualify  as a “reorganization ”
within the meaning of section 36 8(a) of the Code ….”  Please re vise the disclosure in this
section to clearly state the opinion of counsel as to the federal income  tax consequences
of the merger to the CCE shareholders .

Isabela Perez Nivela
Coca -Cola European Partners Limited
January 11, 2016
Page 5

 The Business of Olive , page 207

16. Please clarify in the  Introduction section that the  131 million size of the consumer market
for Olive  includes 74 million tourists .

Board of Directors of Orange, page 220

17. Please provide required disclosure  under Item 18(a)(7) of Form F -4 for Isabela Perez
Nivela as she app ears to be a director of Orange , or advise .

Executive Compensation, page 231

18. Please provide updated compensation disclosure for the last full financial year as required
by Item 6.B of Form 20 -F.

Legal Matters, page 259

19. Please add disclosure  that the material U.S. Federal Incom e Tax consequences of the
merger have been passed upon by Sutherland Asbill & Brennan LLP.

Financial Statements

Coca -Cola Iberian Partners, S.A. and Subsidiaries, Condensed Interim Con solidated Financial
Statements for the nine months period ended September 30, 2015, page F -2

20. On page F -3 the financial statements for the year ended December 31, 2014 have been
labeled as unaudited.  On page F -20 the independent auditor’s report indicates  the period
has been audited.  Please explain the discrepancy or revise and remove the label as
unaudited on page F -3.

21. Please confirm whether the 2013 financial statements represents either a twelve or seven
month period.  If the 2013 fiscal period is les s than a twelve month fiscal year please
revise the  audit report to clearly describe the period of time presented as the year ended
2013.  Also revise any instances in the financial statements and the rest of the document
where 2013 may be referred to  as a full fiscal year.

Coca -Cola Erfrischungetranke Aktiengesellschaft, page F -93

22. Please explain  your basis for providing the unaudited 2012 statements of operations,
comprehensive income, shareowners’ equity and cash flows along with the audited
financial statements.   Also, given that the expected purchase price for this entity as
disclosed on page 177 of the F -4 appears to exceed 50% of CCE’s total assets as of the
end of its most recent fiscal year, please explain how you determined that only two years

Isabela Perez Nivela
Coca -Cola European Partners Limited
January 11, 2016
Page 6

 of audited financial statements for this entity were required pursuant to the instructions to
Form F-4 and Rule 3 -05 of Regulation S -X.

Note 9. Subsequent Events, page F -122

23. Your disclosure indicates that you reconsidered the useful lives of certain sizes of
refillable bottles and crates based on plans to exit the German refillable business of
certain bottle sizes during 2016 and concluded that the useful lives of these assets, which
had a carrying value of $65.9 million at December 31, 2014, would be reduced.  Please
revise the notes to the financial statements to include the disclosures outlined i n ASC
250-10-50-4 with respect to this change in estimate.

Part II

Exhibits and Financial Statement Schedules , page II -1

24. Your exhibit index appears to omit numerous agreements that it appears will be  material
to Orange  following the business combination.  Please tell us the basis on which you
determined that you need not i nclude such agreements as exhibits in the exhibit index.
As examples, we note the material contracts disclosed in Coca -Cola Enterprises, Inc.
annual report on Form 10 -K filed February 12, 2015 .

Undertakings, page II -2

25. Please include the un dertaking required by Item 512(h ) of Regulation S -K.

Signatures

26. The registration statement shall be signed by each of the officers set forth in  Instruction 1
to the signature section of Form F -4.  Please identify each capacity in which the
registration  statement is being signed and revise accordingly.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 1933 and
all appl icable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our com ments, in the event you request acceleration of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

Isabela Perez Nivela
Coca -Cola European Partners Limited
January 11, 2016
Page 7

 should the Commission or the staff, acting pursuant to delegated authority,  declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve  the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any  person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for acceleration. We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above r egistration statement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.

You may contact  Brian McAllister , Staf