1.	You indicate that you remeasure the financial statements of CP Venezuela at the end of each month at the rate at which you expect to remit future dividends, which, based on the advice of legal counsel, is the SICAD I rate. We have the following comments in this regard.

•	In light of the new exchange mechanism, SICAD II which began operating in March 2014, please tell us what consideration was given to using the SICAD II rate. Please explain the limitations, assumptions and uncertainties regarding the ability to settle transitions using the SICAD I and SICAD II rates; and

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In light of the fact that (i) you disclose that your cash and cash equivalents balance includes amounts that are subject to currency exchange controls which limits the amount of cash and cash equivalents that can be repatriated and (ii) you have undistributed earnings of foreign subsidiaries for which no U.S. income or foreign withholding taxes have been provided because you do not currently anticipate a need to repatriate earnings, please provide us with additional information to explain why you expect to remit future dividends at the SICAD I rate.

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2.

We note your disclosure that you will continue to assess the impact, if any, of the changes in Venezuela’s foreign currency exchange regime. Please expand your disclosures in future filings to quantify the potential impact to your financial statements if (i) you are required to remeasure the financial statements of CP Venezuela at a rate less favorable than the SICAD I rate and (ii) if CP Venezuela is unable to obtain sufficient U.S. dollars from CENOCOEX or the SICAD market to fund its requirement for imported goods and instead needs to access the SIMADI market.

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•	CP Venezuela represented approximately 3% of the Company’s consolidated Net sales in 2014;

•	CP Venezuela represented approximately 1% of the Company’s consolidated Operating profit in 2014 excluding the impact of the 2014 Venezuela Remeasurements (as defined in the Form 10-K), charges related to the Company’s 2012 Restructuring Program, certain European competition law matters and the sale of land in Mexico;

•	CP Venezuela’s local currency-denominated net monetary asset position that would be subject to remeasurement in the event of changes in the SICAD I rate was $549 million at December 31, 2014; and

•	The Company’s total investment in CP Venezuela at December 31, 2014 was $955 million, which included intercompany payables of CP Venezuela.

•	The amount of U.S. dollars actually received from CENCOEX or the SICAD market to fund imports;

•	The amount of imports funded through intercompany borrowings;

•	The exchange rate in the SIMADI market at the time CP Venezuela transacted in that market;

•	The availability, in sufficient quantity, of U.S. dollars in the SIMADI market at the time CP Venezuela needed to access that market;

•	The length of time CP Venezuela needed to access the SIMADI market;

•	The extent to which CP Venezuela is able to implement selling price increases to offset the higher costs as a result of transacting in the SIMADI market;

•	The extent to which CP Venezuela is able to substitute imported materials with locally-sourced materials;

•	The extent to which CP Venezuela discontinues the production and sale of certain SKUs containing imported raw materials or is forced to idle its production facilities because of lack of materials; and

•	The extent to which CP Venezuela discontinues selling certain imported finished goods.

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3.

We note that the asset impairment analysis related to the fixed assets of your subsidiary in Venezuela requires your best estimate of future exchange rates between the U.S. dollar and the Venezuelan bolivares, the rate of inflation in Venezuela, the timing and amount of future selling price increases for products sold in Venezuela and whether you have sufficient access to U.S. dollars to fund imports. In light of your first risk factor on page 4, please expand your disclosures in future filings to provide more insight into these significant management judgments and estimates, including your bases for arriving at these assumptions. See Section 501.14 of the Financial Reporting Codification for guidance.

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•	The Company is responsible for the adequacy and accuracy of the disclosure in its filings;

•	Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•	The Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.