Obligation Coca-Cola European Partners Americas 2% ( US19122TAD19 ) en USD

Coca-Cola European Partners Americas

100 % ⇌

Etas-Unis

US19122TAD19 ( en USD )

2% par an ( paiement semestriel )

19/08/2016 - Obligation échue

Prospectus brochure de l'obligation Coca-Cola European Partners US US19122TAD19 en USD 2%, échue

200 000 USD

250 000 000 USD

19122TAD1

BBB+ ( Qualité moyenne inférieure )

A3 ( Qualité moyenne supérieure )

Coca-Cola European Partners plc est une société de boissons établie au Royaume-Uni qui embouteille, distribue et vend des produits Coca-Cola dans plusieurs pays européens.

L'obligation Coca-Cola European Partners US (ISIN : US19122TAD19, CUSIP : 19122TAD1), émise aux États-Unis pour un montant total de 250 000 000 USD avec un prix actuel au marché de 100%, un taux d'intérêt de 2%, une taille minimale d'achat de 200 000 USD, une maturité le 19/08/2016 et une fréquence de paiement semestrielle, notée BBB+ par S&P et A3 par Moody's, est arrivée à échéance et a été remboursée.

Prospectus Supplement
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424B2 1 d424b2.htm PROSPECTUS SUPPLEMENT
Table of Contents
FILED PURSUANT TO RULE 424(B)(2)
REGISTRATION NO. 333-170322

Calculation of the Registration Fee

Maximum
Amount of
Aggregate
Registration
Title of Each Class of Securities Offered

Offering Price

Fee(1)
2.000% Notes due 2016

$249,727,500

$28,993.36
3.250% Notes due 2021

$245,615,000

$28,515.90
Total

$495,342,500

$57,509.26
(1) Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
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PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED NOVEMBER 8, 2010
The 2.000% Notes due 2016 (the "2016 Notes") will mature on August 19, 2016 and the 3.250% Notes due 2021 (the "2021 Notes"
and, together with the 2016 Notes, the "Notes") will mature on August 19, 2021, unless, in either case, earlier redeemed in whole.
We will pay interest on the Notes semi-annually in arrears on each August 19 and February 19, beginning February 19, 2012. We have
the option to redeem all or a portion of the Notes at any time, or from time to time, at the redemption prices described in this
prospectus supplement, plus accrued and unpaid interest, if any. See "Description of Notes--Optional Redemption."
The Notes will be unsecured and unsubordinated obligations and will rank equally with all of our unsecured senior indebtedness. The
Notes will be issued only in minimum denominations of $200,000 and integral multiples of $1,000 in excess thereof.
We do not intend to list the Notes on any securities exchange.
Investing in the Notes involves risks. Please refer to the risk factors beginning on page 3 of the
accompanying prospectus and the risk factors included in our Annual Report on Form 10-K for the
year ended December 31, 2010 filed on February 14, 2011 with the Securities and Exchange
Commission (the "SEC") and in our other reports filed with the SEC pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and which we incorporate by reference
herein.
Neither the SEC nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or
accuracy of this prospectus supplement and the accompanying prospectus. Any representation to the contrary is a criminal offense.

Per
Per

2016 Note 2016 Note Total
2021 Note 2021 Note Total
Public offering price (1)
99.891% $249,727,500
98.246% $245,615,000
Underwriting discount
0.350%
$
875,000
0.450% $ 1,125,000
Proceeds to Coca-Cola Enterprises, Inc. (before expenses) (1)
99.541% $248,852,500
97.796% $244,490,000
(1) Plus accrued interest from August 19, 2011, if settlement occurs after that date.
Delivery of the Notes in book-entry only form will be made through The Depository Trust Company ("DTC") on or about August 19,
2011.
Joint Book-Running Managers

Barclays Capital

Credit Suisse

Deutsche Bank Securities
Co-Managers
HSBC

RBS

August 16, 2011
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No person has been authorized to give any information or to make any representations other than those contained in this
prospectus supplement, the accompanying prospectus or any free writing prospectus prepared by us or incorporated by
reference herein or therein and, if given or made, such information or representation must not be relied upon as having been
authorized. This prospectus supplement, the accompanying prospectus and any free writing prospectus prepared by us do not
constitute an offer to sell or the solicitation of an offer to buy any securities other than the securities described in this
prospectus supplement or an offer to sell or the solicitation of an offer to buy such securities in any circumstances in which
such offer or solicitation is unlawful. Neither the delivery of this prospectus supplement, the accompanying prospectus or any
free writing prospectus prepared by us nor any sale made hereunder or thereunder shall, under any circumstances, create any
implication that the information contained or incorporated by reference herein or therein is correct as of any time subsequent
to the date of such information.
TABLE OF CONTENTS

Page
Prospectus Supplement

FORWARD-LOOKING INFORMATION
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THE OFFERING
S-5

USE OF PROCEEDS
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DESCRIPTION OF NOTES
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CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
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UNDERWRITING
S-15
NOTICE TO PROSPECTIVE INVESTORS IN EUROPE
S-18
LEGAL MATTERS
S-19
EXPERTS
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Prospectus

FORWARD-LOOKING STATEMENTS
1

WHERE TO FIND MORE INFORMATION
2

RISK FACTORS
3

COCA-COLA ENTERPRISES, INC.
5

RATIO OF EARNINGS TO FIXED CHARGES
6

USE OF PROCEEDS
7

PROSPECTUS SUPPLEMENT
8

THE SECURITIES
9

DESCRIPTION OF DEBT SECURITIES
10

DESCRIPTION OF DEBT WARRANTS
39

DESCRIPTION OF CURRENCY WARRANTS
41

PLAN OF DISTRIBUTION
43

LEGAL MATTERS
44

EXPERTS
44

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This document is in two parts. The first part is this prospectus supplement, which describes the terms of the offering of the Notes
and also adds to and updates the information contained in the accompanying prospectus and the documents incorporated by reference
into the accompanying prospectus. The second part is the accompanying prospectus, which gives more general information, some of
which may not apply to the Notes. To the extent there is a conflict between the information contained in this prospectus supplement, on
the one hand, and the information contained in the accompanying prospectus or any document that has previously been filed, on the
other hand, the information in this prospectus supplement shall control.
Unless provided otherwise or the context otherwise requires, references in this prospectus supplement to the "Company,"
"CCE," "we," "us" and "our" are to Coca-Cola Enterprises, Inc. and its subsidiaries.

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FORWARD-LOOKING INFORMATION
Some of the statements contained in this prospectus supplement, the accompanying prospectus and any documents incorporated
by reference herein or therein constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933,
as amended (the "Securities Act"), and Section 21E of the Exchange Act. These statements relate to future events or our future
financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results to be
materially different from those expressed or implied by any forward-looking statements. For a discussion of the factors you should
carefully consider before deciding to purchase the Notes, please read "Risk Factors" in our Annual Report on Form 10-K filed on
February 14, 2011, as well as those risk factors that are included in the accompanying prospectus. In addition, you should carefully
consider the following and other information included or incorporated by reference in this prospectus supplement.
Forward-looking statements involve matters that are not historical facts. Because these statements involve anticipated events or
conditions, forward-looking statements often include words such as "anticipate," "believe," "can," "could," "estimate," "expect,"
"intend," "may," "plan," "project," "should," "target," "will," "would," or similar expressions. These statements are based upon the
current reasonable expectations and assessments of our management and are inherently subject to business, economic, and competitive
uncertainties and contingencies, many of which are beyond our control. In addition, these forward-looking statements are subject to
assumptions with respect to future business strategies and decisions that are subject to change.
Forward-looking statements include, but are not limited to:

· Projections of revenues, income, earnings per common share, capital expenditures, dividends, capital structure, or other

financial measures;

· Descriptions of anticipated plans, goals or objectives of our management for operations, products, or services;

· Forecasts of performance; and

· Assumptions regarding any of the foregoing.
For example, our forward-looking statements include our expectations regarding:

· Diluted earnings per common share;

· Operating income growth;

· Net operating revenue growth;

· Volume growth;

· Net price per case growth;

· Cost of goods per case growth;

· Concentrate cost increases from The Coca-Cola Company ("TCCC");

· Return on invested capital ("ROIC");

· Capital expenditures;

· Future repatriation of non-U.S. earnings; and

· Developments in accounting standards.

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In addition to factors that have been previously disclosed in our reports filed with the SEC and those that are discussed
elsewhere in this prospectus supplement, the following factors, among others, could cause actual results to differ materially from the
anticipated results or other expectations expressed in the forward-looking statements:

· the impact of the merger and the separation from our former parent ("Legacy CCE") on our capital resources, cash

requirements, profitability, management resources and liquidity;

· risks and uncertainties relating to our business (including our ability to achieve strategic goals, objectives, and targets over

applicable periods), industry performance and the regulatory environment;

· the effects of adverse financial conditions in the territories in which we operate and a general downturn in the economy;

· delay to realize, or failure to realize, the expected benefits of the merger and the separation from Legacy CCE;

· risks of customer losses, increases in operating costs, and business disruption, including disruption of supply or shortages

of raw materials and other supplies;

· risk of adverse effects on relationships with employees;

· risk of enactment of adverse governmental, legal, or regulatory policies;

· risk that we may not successfully transition to new administrative systems or information technology infrastructures;

· risk that we may experience damage to our reputation; and

· risks that social and political conditions such as war, political unrest and terrorism, pandemics or natural disasters,

unfavorable economic conditions, or increased volatility in foreign exchange rates could have unpredictable negative
effects on our businesses or results of operations.
Do not unduly rely on forward-looking statements. They represent our expectations about the future and are not guarantees.
Forward-looking statements are only as of the date of filing this prospectus supplement, and, except as required by law, might not be
updated to reflect changes as they occur after the forward-looking statements are made. We urge you to review our periodic filings
with the SEC for any updates to our forward-looking statements.
We undertake no obligation, other than as may be required under the federal securities laws, to publicly update or revise any
forward-looking statements, whether as a result of new information, future events or otherwise. We do not assume responsibility for
the accuracy and completeness of the forward-looking statements. Although we believe that the expectations reflected in these
forward-looking statements are reasonable, any or all of the forward-looking statements contained in this prospectus supplement and
in any other public statements that are made may prove to be incorrect. This may occur as a result of inaccurate assumptions as a
consequence of known or unknown risks and uncertainties. We caution that the list of factors above may not be exhaustive. We operate
in a continually changing business environment, and new risk factors emerge from time to time. We cannot predict these new risk
factors, nor can we assess the impact, if any, of the new risk factors on our business or the extent to which any factor or combination
of factors may cause actual results to differ materially from those expressed or implied by any forward-looking statement. In light of
these risks, uncertainties and assumptions, the forward-looking events discussed in this prospectus supplement might not occur.

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THE OFFERING
The summary below sets forth some of the principal terms of the Notes. Please read the "Description of Notes" section in this
prospectus supplement and the "Description of Debt Securities" section in the accompanying prospectus for a more detailed
description of the terms and conditions of the Notes.

Issuer
Coca-Cola Enterprises, Inc.

2016 Notes
$250,000,000 aggregate principal amount of 2.000% Notes due 2016.

2021 Notes
$250,000,000 aggregate principal amount of 3.250% Notes due 2021.

Maturity of Notes
The 2016 Notes mature on August 19, 2016, unless redeemed in whole as
described below under "Description of Notes--Optional Redemption."

The 2021 Notes mature on August 19, 2021, unless redeemed in whole as
described below under "Description of Notes--Optional Redemption."

Interest
We will pay interest on the Notes on each August 19 and February 19, beginning
on February 19, 2012.

Ranking
The Notes will be unsecured and unsubordinated obligations and will rank equally
in right of payment to all of our other unsecured senior indebtedness from time to
time outstanding.

Optional Redemption
At any time with respect to the 2016 Notes, and at any time prior to May 19, 2021
with respect to the 2021 Notes, we have the option to redeem all or a portion of
the Notes at any time, or from time to time, on no less than 30 nor more than
60 days' notice mailed to holders thereof, each at the make-whole price set forth in
this prospectus supplement, plus accrued and unpaid interest to the date of
redemption, if any. See "Description of Notes--Optional Redemption."

At any time on or after May 19, 2021 (three months prior to the maturity date) with
respect to the 2021 Notes, the 2021 Notes may be redeemed in whole or in part, at
our option, at a redemption price equal to 100% of the principal amount of the
2021 Notes to be redeemed, plus accrued and unpaid interest on the 2021 Notes to
be redeemed to the date of redemption.

Sinking Fund
None.

Use of Proceeds
We expect to use the net proceeds of this offering for general corporate purposes,
which may include share repurchases, refinancing of commercial paper and the
repayment of indebtedness. See "Use of Proceeds."

Additional Notes
The 2016 Notes and the 2021 Notes issued in this offering each will be initially
issued in an aggregate principal amount of $250 million. We may, without notice to
or consent of the holders or beneficial owners of the Notes, issue in a separate
offering additional notes (except for the issue date and public offering price)
having the same ranking, interest

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rate, maturity and other terms as the Notes. The Notes and any such additional

notes will constitute a single series under the indenture described below.

Form
Each series of Notes will be represented by one or more global securities (the
"global securities") registered in the name of the nominee of DTC. Beneficial
interests in the global securities will be shown on, and transfers thereof will be
effected only through, records maintained by DTC and its participants. Except as
described herein, beneficial interests in the global securities may not be exchanged
for definitive Notes in registered certificated form. The Notes will be issued only
in minimum denominations of $200,000 and integral multiples of $1,000 in excess
thereof. We expect that the Notes will trade in DTC's Same-Day Funds Settlement
System until maturity or earlier redemption, and secondary market trading activity
for the Notes will therefore be required by DTC to settle in immediately available
funds. We will make all payments of principal, premium, if any, and interest in
immediately available funds. See "Description of Notes--Same-Day Settlement
and Payment." In the event that Notes are issued in registered certificated form,
such Notes may be transferred or exchanged at the offices described in the
immediately following paragraph.

Payments on the Notes issued in book-entry form will be made to DTC's nominee
as the holder of the global securities. In the event the Notes are issued in registered
certificated form, principal, premium, if any, and interest will be payable, the
transfer of the Notes will be registrable, and the Notes will be exchangeable for

Notes bearing identical terms and provisions, at the office of the trustee in The
City of New York designated for such purpose, provided that payment of interest
on an interest payment date may be made at our option by check mailed to the
address of the person entitled thereto as shown in the security register for the
Notes.

No Listing
We do not intend to list either series of Notes on any securities exchange.

Trustee and Paying Agent
Deutsche Bank Trust Company Americas.

Governing Law
New York law.

Certain Risk Factors
An investment in the Notes involves risks. Please refer to the risk factors
beginning on page 3 of the accompanying prospectus and the risk factors included
in our Annual Report on Form 10-K for the year ended December 31, 2010 filed
on February 14, 2011 and in the other reports we file with the SEC pursuant to the
Exchange Act which we incorporate by reference herein.

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USE OF PROCEEDS
We estimate that the net proceeds from this offering will be approximately $492,592,500, after deducting the underwriting
discount and certain offering expenses. We expect to use the net proceeds of this offering for general corporate purposes, which may
include share repurchases, refinancing of commercial paper and the repayment of indebtedness.

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DESCRIPTION OF NOTES
The following description of the terms of the Notes offered in this prospectus supplement and referred to in the accompanying
prospectus as the "debt securities" supplements the description of the general terms of debt securities in the accompanying
prospectus, to which description you are referred. Each of the 2016 Notes and the 2021 Notes will constitute a single series of debt
securities and will be issued under an indenture (the "indenture") dated as of September 14, 2010, between International CCE Inc.
(subsequently renamed Coca-Cola Enterprises, Inc.) and Deutsche Bank Trust Company Americas, as trustee (the "trustee"). The
following summaries of certain provisions of the indenture do not purport to be complete, and are subject to, and are qualified in their
entirety by reference to, all the provisions of the indenture, including the definitions in the indenture of certain terms.
The 2016 Notes will mature on August 19, 2016 and the 2021 Notes will mature on August 19, 2021, unless, in either case,
redeemed in whole as described below under "--Optional Redemption." The 2016 Notes will bear interest from August 19, 2011 at
the rate of 2.000% per year and the 2021 Notes will bear interest from August 19, 2011 at the rate of 3.250% per year. Interest on the
Notes will be payable semi-annually in arrears on each August 19 and February 19 (each such day, an "interest payment date"),
beginning February 19, 2012, to the persons in whose names the Notes are registered at the close of business on the 15th calendar day
preceding the respective interest payment date. Interest on the Notes will be computed on the basis of a 360-day year consisting of
twelve 30-day months.
The 2016 Notes and the 2021 Notes issued in this offering each will be initially issued in an aggregate principal amount of
$250 million. The Notes will be issued in book-entry only form through the facilities of DTC in minimum denominations of $200,000
and integral multiples of $1,000 in excess thereof. We may, without notice to or consent of the holders or beneficial owners of the
Notes, issue in a separate offering additional notes having the same ranking, interest rate, maturity and other terms (except for the
issue date and public offering price) as either series of the Notes. Each series of the Notes and any such additional notes will
constitute a single series under the indenture.
The Notes will constitute part of our unsecured and unsubordinated obligations and will rank equally in right of payment to all
of our other unsecured senior obligations from time to time outstanding. Our rights and the rights of our creditors, including holders of
Notes, to participate in the distribution of assets of any of our subsidiaries upon such subsidiary's liquidation or recapitalization, or
otherwise, will be subject to the prior claims of such subsidiary's preferred equity holders and creditors, except to the extent that we
may ourselves be a creditor with recognized claims against such subsidiary.
The indenture permits the defeasance of debt securities upon the satisfaction of the conditions described under "Description of
Debt Securities--Defeasance" in the accompanying prospectus. The Notes are subject to these defeasance provisions.
We do not intend to list either series of Notes on any securities exchange.
Optional Redemption
At any time with respect to the 2016 Notes, and at any time prior to May 19, 2021 with respect to the 2021 Notes, we have the
option to redeem all or a portion of the Notes at any time, or from time to time, on no less than 30 nor more than 60 days' notice
mailed to holders thereof, at a redemption price equal to the greater of (a) 100% of the principal amount of the Notes to be redeemed
and (b) the sum of the present values of the Remaining Scheduled Payments (as defined below) discounted to the redemption date on a
semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined below) plus
0.200% (20 basis points) in the case of the 2016 Notes and 0.200% (20 basis points) in the case of the 2021 Notes, plus, in either
case, accrued and unpaid interest, if any, on the principal amount being redeemed to, but excluding, the redemption date.

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