SecProbe.io

CORRESP
1
filename1.htm

    Unassociated Document

    April 23,
2009

    VIA
EDGAR

    Mr.
Terence O’Brien

    Branch
Chief

    Securities
and Exchange Commission

    Division
of Corporation Finance

    100 F.
Street, N.E.

    Washington,
DC 20549

    Re:  Crown
Holdings, Inc.

           Form
10-K for the Fiscal Year Ended December 31, 2008

           Filed
February 27, 2009

    Definitive Proxy Statement
on Schedule 14A

           File
No. 0-50189

    Dear Mr.
O’Brien:

    Crown
Holdings, Inc. (“we,” “Crown” or
the “Company”) is
responding to the comments raised in your letter dated March 26, 2009
regarding Crown’s Form 10-K for the fiscal year ended December 31, 2008 and
Definitive Proxy Statement on Schedule 14A. For your convenience, the comments
are included in this letter in italic face type and are followed by the
applicable response.

    Form
10-K for the year ended December 31, 2008

    Item
1. Business, page 1

              1.

              In
      future filings, to the extent material to an understanding of the
      company’s business taken as a whole, please describe in greater detail
      your intellectual property rights as set forth in Item 101(c)(1)(iv) of
      Regulation S-K.  We note your risk factor disclosure on page 19
      under the heading entitled “The loss of the Company’s intellectual
      property rights would negatively impact its ability to
      compete.”

                  We
      will describe our intellectual property rights in greater detail
      in
      our Form 10-K for the year ended December 31,
      2009.

      Item
3.  Legal Proceedings, page 21

                2.

                We
      note your disclosure under Environmental Matters on page
      35.  Please provide to us, with a view toward future disclosure,
      the information required by Item 103 of Regulation S-K for the
      environmental proceedings.  See Instruction 5(c) to Item
      103.

                      We
      will include disclosures similar to the following in our future 10-K
      filings.

                      The
      Company, along with others in most cases, has been identified by the EPA
      or a comparable state environmental agency as a Potentially Responsible
      Party (“PRP”) at a number of sites and has recorded aggregate accruals of
      $6 million for its share of estimated future remediation costs at these
      sites. The Company has been identified as having either directly or
      indirectly disposed of commercial or industrial waste at the sites subject
      to the accrual, and where appropriate and supported by available
      information, generally has agreed to be responsible for a percentage
      of future remediation costs based on an estimated volume of
      materials disposed in proportion to the total materials disposed at each
      site.  The Company has not had monetary sanctions imposed nor
      has the Company been notified of any potential monetary sanctions at any
      of the sites.  The Company has also recorded aggregate accruals
      of $12 million for remediation activities at various worldwide locations
      that are owned by the Company and for which the Company is not a member of
      a PRP group.  Although the Company believes its accruals are
      adequate to cover its portion of future remediation costs, there can be no
      assurance that the ultimate payments will not exceed the amount of the
      Company’s accruals and will not have a material effect on its results of
      operations, financial position and cash flow.  Any possible loss
      or range of potential loss that may be incurred in excess of the recorded
      accruals cannot be
estimated.

                          3.

                          Please
      tell us, with a view toward future disclosure, the relief sought in the
      asbestos lawsuits.  Disclose how many claimants in the asbestos
      litigation do not assert any specific amount of damages and disclose the
      range of damages asserted by all other claimants.  For example,
      “X claims assert damages of $; X claims assert between $ and $ in
      compensatory and between $ and $ in punitive damages; X claims seek
      compensatory damages of less than $,”
etc.

                                  Of
      the 50,000 claims outstanding at the end of 2008, approximately 96% were
      filed by  plaintiffs who do not claim a specific amount of
      damages or claim a minimum amount as established by court rules
      relating to jurisdiction; approximately 2% were filed by plaintiffs who
      claim damages of less than $5 million; approximately 2% were filed by
      plaintiffs who claim damages from $5 million to less than $100 million
      (90% of whom claim damages from $10 million to less than $25 million) and
      one was filed by a plaintiff who claims damages of $111
      million.

                                      Notwithstanding
      the information provided above, our experience has been that the amount of
      damages specified in a claim has no relevance to the merits of the claim
      or the amount ultimately paid to resolve the claim, and we believe that
      disclosure of this information is not meaningful and could be misleading.
      We believe that our estimated liability, the assumptions used to calculate
      our estimated liability, and the cash paid in a particular year, all of
      which we currently disclose, provide the most relevant and useful
      information.

                    2

      Management’s
Discussion and Analysis, page 26

      Environmental
Matters, page 35

                4.

                We
      note your risk factor regarding environmental liabilities.  If
      material, please disclose in future filings the estimated capital
      expenditures for environmental control facilities.  See Item
      101(c)(1)(xii) of Regulation S-K.

                        Capital spending for environmental control facilities was less
      than $1 million in 2008 and we expect to spend approximately $4 million in
      2009.  We do not believe these amounts are material to our total
      capital spending, earnings or competitive position, but will disclose such
      amounts in future periods if they become
  material.

        Critical
Accounting Policies, page 37

        Tax
Valuation Allowance, page 39

                  5.

                  You
      disclose on page 77 that your valuation allowances of $507 million as of
      December 31, 2008, include $246 million in the U.S., $163 million in
      France, $56 million in Canada and $42 million in other non-U.S.
      operations.  You state therein that the $246 million of the
      valuation allowance is against U.S. deferred tax assets that management
      believes will not be realized, primarily U.S. federal tax credits and
      state loss carryforwards that are expected to expire.  In future
      filings, please provide a breakout of these federal tax credits and state
      loss carryforwards by year for the range of years over which they will
      expire.  Discuss within the critical accounting policies
      footnote the necessity of the $246 million valuation allowance, as you
      have done with the amounts attributed to France and
  Canada.

                                    We
      will include the following additional disclosure in the Critical
      Accounting Policy discussion of our Form 10-Q for the three months ended
      March 31, 2009, and in other future filings as
      appropriate.

                                    As
      of December 31, 2008, the Company had a valuation allowance of $246
      million against certain U.S. deferred tax assets that management believes
      will not be realized. The Company expects to realize a significant
      portion of its U.S. deferred tax assets but does not believe, after
      considering all sources of potential future income, that it is more likely
      than not that it will have sufficient taxable income to use certain of its
      U.S. deferred tax assets before they expire.  The valuation
      allowance of $246 million includes $161 million for benefits from state
      tax loss carryforwards, $54 million for foreign tax credits, $26 million
      for capital loss carryforwards, and $5 million for research credits. The
      state tax loss carryforwards expire as follows: $7 million in 2009 through
      2015, $56 million in 2016 through 2020, and $98 million in 2021 through
      2026.  The foreign tax credits expire in 2016 through 2018, the
      capital loss carryforwards expire in 2012 and 2013, and the research
      credits expire in 2014 through
2019.

          3

    Pension
and Postretirement Benefits, page 40

              6.

              Please
      expand your disclosure in future filings to explain the basis for the
      assumed rates of return for the investment categories in each
      plan.  Explain how you have considered the recent adverse
      performance in the equity markets.  Provide us with an example
      of the disclosure you expect to provide in future
  filings.

                              We
      will include the following additional disclosure in the Critical
      Accounting Policy discussion of our Form 10-Q for the three months ended
      March 31, 2009, and in other future filings as
      appropriate.

                                The
      U.S. plan’s 2009 assumed asset rate of return of 8.75% was based on a
      calculation using underlying assumed rates of return of 9.8% for equity
      securities and alternative investments, and 6.7% for debt securities and
      real estate.  An assumed rate of 9.8% was used for equity
      securities and alternative investments based on the total return of the
      S&P 500 for the 25 year period ended December 31, 2008.  The
      Company believes that the equity securities included in the S&P 500
      are representative of the equity securities and alternative investments
      held by its U.S. plan, and that 25 years provides a sufficient time
      horizon as a basis for estimating future returns.  Included in
      the S&P total return of 9.8% for the 25 year period was a loss of
      37.0% in 2008.  The Company used a 6.7% assumed return for debt
      securities, consistent with the U.S. plan discount rate and the return on
      AA corporate bonds with duration equal to the plan’s
      liabilities.  The underlying debt securities in the plan are
      primarily invested in various corporate and government agency securities,
      have an aggregate yield of approximately 10% based on their fair values at
      December 31, 2008, and are benchmarked against returns on AA corporate
      bonds.

                                              The
      U.K. plan’s 2009 assumed asset rate of return of 6.75% was based on a
      calculation using underlying assumed rates of return of 8.75% for equity
      securities and alternative investments, and 5.7% for debt securities and
      real estate. Equity securities in the U.K. plan as of December 31, 2008
      were allocated approximately 50% to U.S. securities, 16% to U.K.
      securities, 19% to securities in European countries  other than
      the U.K., and 15% to securities in other countries. The assumed rate of
      8.75% for equity securities and alternative investments represents the
      weighted average 25 year return of equity securities in these markets. The
      Company believes that the equity securities included in the related market
      indexes are representative of the equity securities and alternative
      investments held by its U.K. plan, and that 25 years provides a sufficient
      time horizon as a basis for estimating future returns. Included in the
      total return of 8.75% for the 25 year period were 2008 losses of, for
      example, 37.0% in the S&P 500 and 29.9% in the U.K. FTSE All Share
      Index.  The U.K. plan’s debt securities investments at December
      31, 2008 were approximately one-third in U.K. gilts with an assumed return
      of 3.8%, and two-thirds in corporate debt securities with an assumed
      return of 6.75%, consistent with the U.K. plan discount rate and the
      return on AA corporate bonds with duration equal to the plan’s
      liabilities.

            4

    Definitive
Proxy Statement on Schedule 14A

    Compensation
Discussion and Analysis, page 11

              7.

              Please
      refer to the last paragraph of Section II.B in Release No. 37-8732A, which
      states that a principal executive officer’s compensation should be
      discussed separately where the policy or decisions for that executive
      officer are materially different.  We note your disclosure in
      the second bullet point on page 13; however, in future filings please
      revise your CD&A to discuss in greater detail your chief executive
      officer’s compensation, as certain amounts listed in your Summary
      Compensation Table appear to be based on policies or decisions that are
      materially different from the policies or decisions for your other
      executive officers.

                                We
      will expand our disclosure in future filings to discuss in greater detail
      the compensation of the Company's chief  executive
      officer.

    Committee
Process, page 12

              8.

              We
      note your disclosure that the compensation committee reviews tally sheets
      which set forth the total compensation of each executive
      officer.  In future filings, please describe in greater detail
      what tally sheet information was analyzed and how it impacted the
      compensation committee’s decision on compensation
  awards.

                                    We
      will expand our disclosure in future filings to include what tally sheet
      information was analyzed and how it impacted the Compensation Committee’s
      decision on compensation
      awards.

    Annual
Incentive Bonus, page 14

              9.

              In
      future filings, please quantify for each executive officer the target and
      the actual corporate performance measures (i.e., the net operating profit
      after tax less cost of capital employed and EBITDA) used to calculate the
      bonuses.  Describe in detail how these measures were
      adjusted.

                                          We
      will expand our disclosure in future filings to quantify target and actual
      corporate performance measures used to calculate the annual incentive
      bonuses awarded to the named executive officers in the last completed
      fiscal year and, to the extent applicable, describe any adjustments to
      such
    measures.

                            10.

                            In
      future filings, please analyze in greater detail how individual roles and
      performance (i.e., the qualitative factors) factored into the compensation
      amounts you disclose for each executive
officer.

                                                        We
      will expand our disclosure in future filings to analyze in greater detail
      how individual roles and performance factored into the compensation
      amounts disclosed for each of the Company’s executive
      officers.

                        5

      Long-Term
Incentives, page 16

                11.

                In
      future filings, please quantify the company’s total shareholder returns
      relative to the selected industry peers and explain in greater detail how
      these returns are analyzed to calculate one-third of the executive
      officers’ long-term incentive.

                                            We
      will expand our disclosure in future filings to quantify the Company’s
      total shareholder returns r