SEC Comment Letter for CROWN HOLDINGS, INC. (CCK) (CIK 0001219601) (CCK) — May 12, 2017
CROWN HOLDINGS, INC. (CCK) (CIK 0001219601)
Date: May 12, 2017 · CIK: 0001219601 · Accession: 0000000000-17-016736
AI Filing Summary & Sentiment
Reasoning
Letter
May 9, 2017 Mail Stop 4631 Via E -Mail Thomas A. Kelly Chief Financial Officer Crown Holdings, Inc One Crown Way Philadelphia, PA 19154 -4599
Re: Crown Holdings, Inc. Form 10-K Filed February 24, 2017 File No. 0-50189
Dear Mr. Kelly :
We have reviewed your filing an d 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 r esponse.
After reviewing your response to these comments, we may have additional comments.
Form 10 -K for the Fiscal Year Ended December 31, 201 6
General
1. You stated in your letter to us dated July 1, 2014 that you sold products in Sudan and Syria, countries which are designated by the State Department as state sponsors of terrorism and are subject to U.S. economic sanctions and export controls. Your Form 10 - K does not include disclosure about any contacts with Sudan or Syria. Please des cribe to us the nature and extent of your past, current and anticipated contacts with Sudan and Syria since the referenced letter, whether through subsidiaries, joint ventures or other direct or indirect arrangements. You should describe any goods or serv ices you have provided into Sudan and Syria, directly or indirectly, and any agreements, arrangements or other contacts you have had with the governments of those countries or entities they control.
Mr. Kelly Crown Holdings, Inc . May 9, 2017 Page 2
2. Please discuss for us the materiality of the contacts wi th Sudan and Syria you describe in response to the comment above, and whether those contacts constitute a material investment risk for your security holders. You should address materiality in quantitative terms, including the approximate dollar amounts of any associated revenues, assets and liabilities for the last three fiscal years and the subsequent interim period. Also, address materiality in terms of qualitative factors that a reasonable investor would deem important in making an investment decision, including the potential impact of corporate activities upon a company’s reputation and share value. Various state and municipal governments, universities and other investors have proposed or adopted divestment or similar initiatives regarding investment in companies that do business with U.S. - designated state sponsors of terrorism. Your materiality analysis should address the potential impact of the investor sentiment evidenced by such actions directed toward companies that have operations associated wit h Sudan or Syria.
We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Please contact Tracey McKoy, Staff Accountant, at (202) 551 -3772 or, in her absence Jeanne Baker , Assistant Chief Accountant, at (202) 551 - 3691 or, the undersigned Accounting Branch Chief. You may contact Edward Kelly, Senior Counsel, at (202) 551 -3728 or, in his absence Pamela Long, Assistant Director, at (202) 551 -3765 with legal related questions.
Sincerely,
/s/ Terence O ’Brien
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May 9, 2017 Mail Stop 4631 Via E -Mail Thomas A. Kelly Chief Financial Officer Crown Holdings, Inc One Crown Way Philadelphia, PA 19154 -4599 Re: Crown Holdings, Inc. Form 10-K Filed February 24, 2017 File No. 0-50189 Dear Mr. Kelly : We have reviewed your filing an d 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 r esponse. After reviewing your response to these comments, we may have additional comments. Form 10 -K for the Fiscal Year Ended December 31, 201 6 General 1. You stated in your letter to us dated July 1, 2014 that you sold products in Sudan and Syria, countries which are designated by the State Department as state sponsors of terrorism and are subject to U.S. economic sanctions and export controls. Your Form 10 - K does not include disclosure about any contacts with Sudan or Syria. Please des cribe to us the nature and extent of your past, current and anticipated contacts with Sudan and Syria since the referenced letter, whether through subsidiaries, joint ventures or other direct or indirect arrangements. You should describe any goods or serv ices you have provided into Sudan and Syria, directly or indirectly, and any agreements, arrangements or other contacts you have had with the governments of those countries or entities they control. Mr. Kelly Crown Holdings, Inc . May 9, 2017 Page 2 2. Please discuss for us the materiality of the contacts wi th Sudan and Syria you describe in response to the comment above, and whether those contacts constitute a material investment risk for your security holders. You should address materiality in quantitative terms, including the approximate dollar amounts of any associated revenues, assets and liabilities for the last three fiscal years and the subsequent interim period. Also, address materiality in terms of qualitative factors that a reasonable investor would deem important in making an investment decision, including the potential impact of corporate activities upon a company’s reputation and share value. Various state and municipal governments, universities and other investors have proposed or adopted divestment or similar initiatives regarding investment in companies that do business with U.S. - designated state sponsors of terrorism. Your materiality analysis should address the potential impact of the investor sentiment evidenced by such actions directed toward companies that have operations associated wit h Sudan or Syria. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Tracey McKoy, Staff Accountant, at (202) 551 -3772 or, in her absence Jeanne Baker , Assistant Chief Accountant, at (202) 551 - 3691 or, the undersigned Accounting Branch Chief. You may contact Edward Kelly, Senior Counsel, at (202) 551 -3728 or, in his absence Pamela Long, Assistant Director, at (202) 551 -3765 with legal related questions. Sincerely, /s/ Terence O ’Brien Terence O’Brien Accounting Branch Chief Office of Manufacturing and Construction