SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

Mail Stop 7010
April 7, 2008

via U.S. mail and facsimile

Alan W. Rutherford Executive Vice President and Chief Financial Officer Crown Holdings, Inc. One Crown Way Philadelphia, Pennsylvania  19154
 RE: Crown Holdings, Inc.
  Form 10-K for the Fiscal Year Ended December 31, 2007
  Filed February 28, 2008
Form 10-K/A#1 for the Fiscal Year Ended December 31, 2007
  Filed March 7, 2008   File No. 0-50189
 Dear Mr. Rutherford:
We have reviewed your filing and have the following comments.  We have limited our
review to only your financial statements and related disclosures and do not intend to expand our review to other portions of your document.  Wh ere indicated, we think you should revise your
document in future filings in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicab le or a revision is unnecessary.  Please be as
detailed as necessary in your e xplanation.  In some of our comme nts, we may ask you to provide
us with information so we may better unders tand your disclosure.  After reviewing this
information, we may raise additional comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requir ements and to enhance the overall disclosure in
your filing.  We look forward to working with you in these respects.  We welcome any questions
you may have about our comments or on any other aspe ct of our review.  Feel free to call us at
the telephone numbers listed at  the end of this letter.

Mr. Rutherford
Crown Holdings, Inc.
April 7, 2008 Page 2   Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 23
 Results of Operations, page 24

 1. In future filings, please expand/revise the discussion of your results of operations on a
consolidated basis and at the reportable segment level for each period presented in your
annual and quarterly periodic filin gs.  Provide a more comprehensive analysis of the factors
that impacted net sales, cost of products sold, segment income, etc., ensuring that you
sufficiently explain why an event or transacti on has occurred and is impacting the specific
line item.  In addition you should discuss known or anticipated trends th at have had and/or
may continue to have an impact on your results  of operations.  To provide investors with a
sufficient understanding of th e factors impacting your operations, you may need to discuss
the businesses that underlie each of your reporta ble segments.  Your discussion and analysis
is to provide investors with sufficient informa tion to understand the historical trends and the
expectations for the future as seen through th e eyes of management.  Examples include the
following:
• You attribute the increase in  net sales for the Americas Beverage segment for 2007 as
compared to 2006 to the pass-through of highe r material costs and to the recovery of
sales unit volumes.  Each of these factors should be quantif ied.  Also, there should be an
explanation as to (a) why sa les unit volumes rebounded from th e decline that occurred in
fiscal year 2006; (b) whether the recovery wa s as much as the 2006 decline, less then the
2006 decline or greater than the 2006 declin e; and (c) whether you expect sales unit
volumes to continue to increase in the future.
• You attribute the increase in the European  Beverage segment’s segment income to
increased sales unit volumes.  Given that the sales unit volumes resulted in an increase in
margin from 10.4% for fiscal year 2006 to 12.9% for fiscal year 2007, you should
provide a more detailed explanation as to why sales unit volumes increased and whether
you expect this trend to continue.
• For your restructuring charges, please disclo se the amount of cost savings you expect to
recognize in the future.
Please note that this is not meant to represent an  all-inclusive list of where your MD&A
could be improved.  There are many areas that we are not specifically identifying that should
have further analysis.  Refer to Item 303 of  Regulation S-K, Section 501 of the Financial
Reporting Codification, and SEC Interpretive Release No. 33-8350 dated December 19, 2003 for additional guidance.
 2. We note that you recorded a $29 million charge  in fiscal year 2007 for your asbestos
provision, whereas you recognized a $10 million charge  in fiscal year 2006 and fiscal year
2005, respectively.  In future filings, please di sclose the factors that resulted in you
recognizing an additional $19 million charge fo r your asbestos provision over the prior to
fiscal years as this differential is 9.5% of in come from continuing operations before income
taxes, minority interest and equity earnings.

Mr. Rutherford
Crown Holdings, Inc.
April 7, 2008 Page 3    3. We note that in the fourth quarter of fis cal year 2007 you recognized a goodwill impairment
charge of $103 million for your European metal vacuum closures business, which is part of your European Food reportable segment.  There is a concern that investors may have been
surprised by this charge, wh ich materially impacted tota l stockholders’ equity as of
December 31, 2007 and is 51.2% of fiscal year  2007 income from continuing operations
before income taxes, minority  interest and equ ity earnings.  Item 303 of Regulation S-K
requires MD&A disclosure of ma terial uncertainties unless management has concluded that
the uncertainty is not reasonabl y likely to materially impact  future operating results.
Potential asset write-offs are, inherently, uncertainties over the recoverability of recorded assets and may require specific disclosure prior to the period of the impairment charge.  See
the guidance in Sections 501.02 and 501.12.b.3 of th e Financial Reporting Codification, as
well as in SAB Topic 5:P.4.  Also, Section 216 of  the Financial Reporting Codification states
that “registrants have an obligation to fo rewarn public investors of the deteriorating
conditions which, unless reversed, may result in a subsequent write-off.  This includes an
obligation to provide information regard ing the magnitude of exposure to loss.”

In reading your prior disclosu res, there does not appear to be disclosure regarding the
implications of adverse events and/or underperformance in the European metal vacuum closures business or in the European Food segment such that the associated assets were at
risk of future impairment.  Specifically, in your December 31, 2006 Form 10-K, the
European Food segment net sales increased, whic h you attributed to higher selling prices
from higher material costs being passed thr ough and foreign currency translation.  There is
no mention of an issue with your metal vacuum closures business.  Fiscal year 2006
European Food segment income did decrease; ho wever, you attributed the decrease to higher
material costs without any mention of an issue with the metal vacuum closures business.  You did disclose that you incurred $6 million in restructuring costs (i.e., severance costs) for
the European Food segment; however, there is no mention that such restructuring costs were
due to deteriorating metal vacuum closures  business results.  In  your September 30, 2007
Form 10-Q filed on October 31, 2007, you do note th at while the European Food segment net
sales increased due to positive foreign currency translation, there was a decline in sales unit
volumes due to weather conditions resulting in a weak harvest, which also negatively
impacted segment income.  However, there is  no mention that if these adverse weather
conditions persists for the remainder of fiscal year 2007, the metal vacuum closures business’ assets are at risk for impairment .  In addition, without specific disclosure to the contrary, an
investor may assume that adverse weather conditi ons for one year is a temporary issue to the
corresponding business and not a pervasive issue that will have  a long-term negative impact
on the business’s financial results.   Further, these disclosures ma y indicate to an investor that
management has no uncertainties with regards to the recoverability of the European Food
segment’s long-lived assets.  Finally, your Crit ical Accounting Policies disclosures in your
December 31, 2006 and December 31, 2007 Forms 10-K do not include disclosure regarding the amount of headroom between the estimated  fair value and the carrying value of

Mr. Rutherford
Crown Holdings, Inc.
April 7, 2008 Page 4
your reporting units.  The lack of disclosure may indicate to an invest or that the estimated
fair value of the reporting unit exceeds th e carrying value in a sufficient amount that
goodwill impairment is not reasonably possible.

Please clarify for us why there appears to be no specific, prior disclosure  regarding a material
uncertainty over the recoverabi lity of the European Food reportable segment and/or
European metal vacuum closures business goodw ill asset.  Describe the specific factors
considered by management at October 31, 2007 in assessing the lik elihood of a future
goodwill impairment.

4. There is a concern about whether the disclosures in your fis cal year 2007 Form 10-K fully
explain the goodwill impairment charge of $103 milli on taken in the fourth quarter of fiscal
year 2007.  Specifically, you attribute the goodwill impairment charge to a decrease in
projected operating results.  As noted in the above comment, th ere does not appear to be any
prior disclosures and there does not appear to be  any current disclosure  that explain why the
European metal vacuum closures business has de teriorated to a level that resulted in you
revising the assumptions in your estimation of the fair value of th e corresponding reporting
unit that led to a $103 million impairment to goodw ill.  Given that the impairment charge had
a material impact to your stockholders’ equ ity balance as of December 31, 2007, substantive
and informative disclosure should be provided th at clearly iden tifies the specific facts and
circumstances that caused management to change its estimated fair value of the
corresponding reporting unit and to  recognize the impairment charge.  In this regard, we note
the requirements of para graph 47.a. of SFAS 142 and Sections 501.12.b.4 and 501.14 of the
Financial Reporting Codification.  At a minimum, such disclosure should clarify/address the
following:
• When the deterioration of the European metal vacuum closures business developed.
Given the lack of disclosure regarding these events and the uncertainty of the
recoverability of this busin ess’ assets in your 2006 Form 10-K and the September 30,
2007 Form 10-Q, it is unclear whether the dete rioration in the proj ected operating results
are specific to the fourth quarter of fiscal ye ar 2007 or have been developing over time.
• The specific events that developed and the sp ecific changes in mark et conditions that you
identified that are expected to occur going forward that would significantly change your
projected operating results fo r the European metal vacuum closures business.  We note
that the European Food reportable segment had a decline in sales unit volumes due to
weather conditions resulting in  a poor harvest.  We note that you use discounted cash
flow projections, in part, to estimate the fa ir value of your reporti ng units.  One year of
poor harvest would not appear to have a mate rial, negative impact on long-term financial
projections, which would be used in a discounted cash flow model.  Please ensure such disclosure clarifies how th ese events and conditions impacted the European metal
vacuum closures busin ess in the long-term.

Mr. Rutherford
Crown Holdings, Inc.
April 7, 2008 Page 5
• The decrease in projected operating results for the European metal vacuum closures
business that resulted in the goodwill impairme nt charge appear in consistent with the
European Food segment’s performance.  Specifically, the SFAS 131 footnote disclosure in your 2007 Form 10-K reflects an increas e in external sales from 2005 to 2007.
Further, the European Food segment generate d operating income for each of the three
years ended December 31, 2007.  Based on the European Food segment’s operating results and related disclosures within MD&A, it is not obvious why $103 million of
goodwill was found to be impaired  as of December 31, 2007.
• The amount, if any, of the remaining goodwill an d/or identifiable intangible assets the
European metal vacuum closures business has as of December 31, 2007.
Please provide us with the disclosures that a ddress each of the above bullet points in addition
to any other information that would be mate rial to an investor’s  understanding of the
European Food segment, the European metal v acuum closures business, and the impairment
charge.
 5. Please provide us with a list of  all of the reportin g units that comprise the European Food
reportable segment.  For each reporting unit, plea se provide us with net sales, gross profit,
pre-tax income, total assets, and goodwill for each period presented.  Also, please tell us which of these reporting units relate to the pack ing business and also to the spec pack sector.

Critical Accounting Policies, page 32

6. In future filings, if the carryi ng value of your reporti ng units is not materially different from
the estimated fair value and the reasonably possi ble impairment charge would be material to
your consolidated financial statements, please revise your disclosures for testing goodwill for
impairment to address each of the following points:
• Define the reporting unit level at which you test goodwill for impairment.
• We note that you estimate the fair value of your reporting units using both market values
for comparable businesses and disc ounted cash flow projections.
o Describe each of these methodologies, incl uding sufficient information to enable a
reader to understand how the two methods di ffer, the assumed benefits of a valuation
prepared under each method, and why management selected these two methods as being the most meaningful for the comp any in preparing their goodwill impairment
analysis.
o Disclose how you weight each of these methods, including how you determined the weights for each method.  Given that th e weight assigned to each method is a
subjective estimate, please include a sensitiv ity analysis to addre ss the amount the fair
value would have changed by had you weighted  the fair value methods differently.
• For each methodology, provide a description of the material assumptions used and the sensitivity of those assumptions.  For exam ple, such assumptions should include for a
discounted cash flow method the discount ra te used, the revenue growth rates, the
operating profit margins, and the terminal rate, at a minimum; and for a comparable business method the revenue and/or EBITDA multiple used.

Mr. Rutherford
Crown Holdings, Inc.
April 7, 2008 Page 6
• Disclose those reporting units, including the amount of goodwill for the reporting unit,
the carrying value of the re porting unit and the fair va lue of the reporting unit.
 Refer to Section 501.14 of the Financia l Reporting Codification for guidance.
 7. Please provide us with a list of  each of your reporting units including (a) the carrying value
of the reporting unit, (b) the fair  value of the reporting unit, and (c) the amount of goodwill as
of December 31, 2007.  If there are any reporting un its with fair values that do not materially
exceed the carrying value, please provide us with the disclosure you intend to include in future filings that addresses the points made in comment 6.
 8. We note that in the fourth quarter of fiscal  year 2007 you released $462 million of your U.S.
deferred tax asset valuation allowances due to  cumulative earnings in recent years and
projections of future income.  We also note that