SecProbe.io

June 8, 2016
Mail Stop 4631

Via E -Mail
Crown Holdings, Inc.
Mr. Thomas Kelly
Chief Financial Officer
One Crown Way,
Philadelphia, PA  19154 -4599

Re: Crown Holdings, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2015
Filed  February 29, 2016
File No. 0 -50189

Dear Thomas Kelly :

We have limited our review  of your filing  to the financial statements and related
disclosures and have the following comments.  In some of our  comments, we may ask you to
provide us with information so we may better understand your disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Form 10 -K for the Fiscal Year Ended December 31, 2015

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 25

Critical Accounting Policies, page 35

Goodwill Impairment, page 36

1. We note that you have identified the European Aerosols and Specialty Pack aging
reporting unit as having a fair value that is not substantially in excess of the carrying
value.  Please expand your disclosures to provide the following additional information to
allow for an assessment of the probability of a future material impair ment charge:

 A discussion of the degree of uncertainty associated with the specific key
assumptions; and

Crown Holdings, Inc.
June 8, 2016
Page 2

  A description of the specific facts and circumstances that could reasonably occur and
result in a change in the assumptions used to estimate the fair  value of each reporting
unit and result in the recognition of a material impairment charge.

Please refer to Item 303(a)(3)(ii) of Regulation S -K, Sections 216, 501.02, 501.12.b.3 and
501.14 of the Financial Reporting Codification, and SAB 5:P.4 for guidance.

M. Commitments and Contingent Liabilities, page 59

2. Please disclose the possible loss or range of loss related to FCO investigation or provide a
statement, if true,  that such an estimate cannot be made  in accordance with ASC 450 -20-
50-4(b).  Please note that ASC 450 -20-50-4 does not require the amount or range of
reasonably possible loss to be estimated with precision or certainty.

Liquidity and Capital Resources, page 39

3. Please provide a discussion and analysis for the significant increase in  inventories’
turnover days for the first quarter of fiscal year 2016 as compared to the first quarter of
fiscal year 2015 and the fourth quarter of fiscal year 2015.  In this regard, we note that
inventories is your largest current asset at $1.4 billion, or 48.7% of total current assets as
of March 31, 2016.  Please also refer to comment 27 in our letter dated May 24, 2011,
along with your response letter dated June 8, 2011, for additional guidance.

Form 8 -K Filed April 20, 2016

4. Please ensure your disclo sures appropriately characterize your non -GAAP measures as
operating performance measures and/or liquidity or cash flow measures.  For example,
you appear to have characterized free cash flow as an operating performance measure on
page 2.  However, you rec oncile free cash flow from net cash used for operating activities
on page 7, which indicates free cash flow is a liquidity measure.

5. Please expand your disclosures on page 2 to provide substantive justification specific to
your circumstances as to why each  non-GAAP measure presented is useful to investors in
accordance with Item 10(e)(1)(i)(c) of Regulation S -K.  Please also refer to Instruction 2
to Item 2.02 of Form 8 -K that indicates that the requirements of Item 10(e)(1)(i) of
Regulation S -X apply to in formation furnished under Item 2.02 of Form 8 -K and
Question 102.10 of the Compliance & Disclosure Interpretations on Non -GAAP
Financial Measures.

6. Please reconcile each non -GAAP measure  presented to the most comparable GAAP
measure in accordance with Ite m 10(e)(1)(i)(a) of Regulation S -K.  Specifically, we did
not note a reconciliation for (a) adjusted earnings per share from earnings per share, (b)
the percentage increase in constant currency adjusted earnings per share over the prior
year from the perce ntage increase in earnings per share; and (c) the percentage increase in

Crown Holdings, Inc.
June 8, 2016
Page 3

 constant currency segment income from the percentage increase in income from
operations.

7. You disclose (a) the change in constant currency segment income and segment income
without al so presenting the comparable GAAP measure and (b) you tax effect the
adjustments to net income without a clear explanation for how the tax effect is calculated,
which is inconsistent with the updated Compliance and Disclosure Interpretations issued
on May 17, 2016.  Please review this guidance when preparing your next earnings
release.

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 E xchange Act of
1934 and all applicable Exchange 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 .

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 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 t he United States.

You may contact Tracey McKoy, Staff Accountant, at (202) 551 -3772 or, in her absence
Tracey Houser , Staff Accountant, at (202) 551 - 3736 or, the undersigned Accounting Branch
Chief at (202) 551 -3355  if you have questions regarding commen ts on the financial statements
and related matters.

Sincerely,

 /s/ Terence O ’Brien

Terence O’Brien
Accounting Branch Chief
Office of Manufacturing and
Construction