8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 17, 2006

CROWN HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Pennsylvania	0-50189	75-3099507
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)
One Crown Way, Philadelphia, PA		19154-4599
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code     215-698-5100

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR 240.13e-4(c))

TABLE OF CONTENTS

Item 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS

SIGNATURE

INDEX TO EXHIBITS

EX-99 PRESS RELEASE

Item 2.02. Results of Operations and Financial Condition

      On April 17, 2006, Crown Holdings, Inc. issued a press release announcing its earnings for the first quarter of 2006. A copy of the press release is attached hereto as Exhibit 99 and incorporated herein by reference.

      The information in this Report shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) or otherwise subject to the liability of that section, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01.  Financial Statements and Exhibits

(c)   Exhibits.

The following is furnished as an exhibit to this report.

99    Crown Holdings, Inc. press release dated April 17, 2006.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CROWN HOLDINGS, INC.

By:	/s/ Thomas A. Kelly
	Thomas A. Kelly
	Vice President and Corporate Controller

Dated:  April 18, 2006

3

INDEX TO EXHIBITS

Exhibit Number	Description
99.	Press release, dated April 17, 2006, issued by Crown Holdings, Inc.

4

EX-99

Exhibit 99

News Release
Corporate Headquarters
One Crown Way
Philadelphia, PA 19154-4599

CROWN HOLDINGS REPORTS FIRST QUARTER 2006 RESULTS

Philadelphia, PA – April 17, 2006.   Crown Holdings, Inc. (NYSE:CCK) today announced its financial results for the first quarter ended March 31, 2006.

Net sales in the first quarter rose to $1,579 million, up 3.3% over the $1,529 million in the first quarter of 2005. The European Division’s net sales grew 4.5% to $832 million, the Americas Division’s net sales were up 0.7% to $637 million, and the Asia Division’s net sales increased 10.0% to $110 million.

First quarter gross profit was up 1.1% to $184 million over the $182 million in the 2005 first quarter. As a percentage of net sales, gross profit declined to 11.7% in the first quarter compared to 11.9% in the first quarter last year. The decline was primarily driven by the impact of higher raw material cost and weaker foreign currencies.

Segment income (defined by the Company as gross profit less selling and administrative expense) grew to $101 million in the first quarter, up 3.1% over the $98 million in the 2005 first quarter. Segment income as a percentage of net sales was 6.4% in both periods.

Commenting on the quarter, John W. Conway, Chairman and Chief Executive Officer, stated, “Considering the substantial raw material price increases impacting our business in the first quarter, we are pleased with the result achieved. We have announced selling price increases to pass through these higher input costs and we expect this to be reflected in increased revenues throughout the year. Unit volumes were firm in this seasonally smaller first quarter.”

“During the quarter, we announced plans to build on our 30 years of experience in Southeast Asia and construct a beverage can plant in the fast growing Cambodian market. We also announced that we are increasing our capability to manufacture specialty beverage cans in North America to meet demand. These actions demonstrate our commitment to grow with our customers around the world, and at the same time, supply them with the innovative packaging they need to distinguish their products on the shelf and build brand equity with consumers. As we move further in 2006, Crown remains well positioned to further leverage our worldwide manufacturing expertise and platform as well as our industry leading research and development capability,” Mr. Conway added.

Interest expense in the first quarter was $67 million compared to $94 million in the first quarter of 2005. The decrease reflects the impact of lower average debt outstanding and lower average interest rates. The Company’s free cash flow improved by $85 million primarily due to lower interest payments and less working capital offset by higher capital spending.

During the quarter, the Company recorded a net charge of $10 million, or $0.06 per diluted share, primarily related to the restructuring of our Spanish food can operation and expensing stock options as required under FAS 123R. In last year’s first quarter, the Company reported a net charge of $17 million, or $0.10 per diluted share, related to a net loss on the remeasurement of foreign currency exposures in Europe partially offset by a net gain on the sale of assets.

Net income from continuing operations in the first quarter was $7 million, or $0.04 per diluted share, compared to a net loss from continuing operations of $18 million, or $0.11 per diluted share, in the first quarter of 2005.

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News Release
Corporate Headquarters
One Crown Way
Philadelphia, PA 19154-4599

Debt and cash amounts were:

	March 31,		December 31,		March 31,
	2006		2005		2005
Total debt	$	3,643	$	3,403	$	4,023
Cash		293		294		340
	$	3,350	$	3,109	$	3,683
Receivables securitization	$	229	$	234	$	105

Non-GAAP Measures
Segment income and free cash flow are not defined terms under U.S. generally accepted accounting principles (non-GAAP measures). Non-GAAP measures should not be considered in isolation or as a substitute for net income or cash flow data prepared in accordance with GAAP and may not be comparable to calculations of similarly titled measures by other companies.

The Company views segment income and free cash flow as the principal measures of performance of its operations, for planning and evaluating investment opportunities and its ability to incur and service debt. Segment income and free cash flow are derived from the Company’s income and cash flow statements, respectively, and reconciliations to segment income and free cash flow can be found on the accompanying unaudited Consolidated Statements of Operations and condensed and unaudited Consolidated Statements of Cash Flows.

Conference Call
The Company will hold a conference call tomorrow, April 18, 2006 at 9:30 a.m. (EDT) to discuss this news release. Forward-looking and other material information may be discussed on the conference call. The dial-in numbers for the conference call are (517) 308-9457 or toll-free (888) 820-8951 and the access password is “packaging.” A live web cast of the call will be made available to the public on the Internet at the Company’s Web site, www.crowncork.com. A replay of the conference call will be available for a one-week period ending at midnight on April 25. The telephone numbers for the replay are (402) 220-9768 or toll free (800) 294-3089 and the access passcode is 1483.

Cautionary Note Regarding Forward–Looking Statements
Except for historical information, all other information in this press release consists of forward-looking statements. These forward-looking statements involve a number of risks, uncertainties and other factors that may cause actual results to be materially different from those expressed or implied in the forward-looking statements. Important factors that could cause the statements made in this press release or the actual results of operations or financial condition of the Company to differ include the Company’s ability to increase revenues by passing through costs and growth of the Company’s markets and customers. Other important factors are discussed under the caption “Forward-Looking Statements” in the Company’s Form 10-K Annual Report for the year ended December 31, 2005 and in subsequent filings made prior to or after the date hereof. The Company does not intend to review or revise any particular forward-looking statement in light of future events.

Crown Holdings, Inc., through its affiliated companies, is a leading supplier of packaging products to consumer marketing companies around the world. World headquarters are located in Philadelphia, Pennsylvania.

*  *  *  end  *  *  * 

For more information, contact:
Timothy J. Donahue, Senior Vice President – Finance, (215) 698-5088, or
Edward Bisno, Bisno Communications, (917) 881-5441.

Unaudited Consolidated Statements of Operations, Statements of Cash Flows, Balance Sheets and Segment Information follow this page.

Page 2 of 6

News Release
Corporate Headquarters
One Crown Way
Philadelphia, PA 19154-4599

Consolidated Statements of Operations (Unaudited)

(in millions, except share and per share data)

	Three months ended March 31,
	2006				2005
Net sales		$	1,579			$	1,529
Cost of products sold			1,329				1,262
Depreciation and amortization			55				61
Pension expense			11				24
Gross profit  (1)			184				182
Selling and administrative expense			83				84
Provision for restructuring			9
Gain on sale of assets					(		5	)
Interest expense			67				94
Interest income	(		3	)	(		2	)
Translation and foreign exchange adjustments							30
Income/(loss) from continuing operations before income taxes,      minority interests and equity earnings			28		(		19	)
Provision for income taxes			7		(		5	)
Minority interests and equity earnings	(		14	)	(		4	)
Income/(loss) from continuing operations			7		(		18	)
Income of discontinued operations							8
Net income/(loss)		$	7		(	$	10	)
Basic earnings/(loss) per average common share:
Continuing operations		$	0.04		(	$	0.11	)
Discontinued operations							0.05
Net income/(loss)		$	0.04		(	$	0.06	)
Diluted earnings/(loss) per average common share:
Continuing operations		$	0.04		(	$	0.11	)
Discontinued operations							0.05
Net income/(loss)		$	0.04		(	$	0.06	)
Weighted average common shares outstanding:
Basic			167,075,638				165,819,217
Diluted			171,640,555				171,863,163
Actual Common shares outstanding			168,171,574				166,424,152

Diluted earnings per share for 2005 are the same as basic because common shares contingently issuable upon the exercise of stock options were anti-dilutive.

⁽¹⁾ A reconciliation from gross profit to segment income in found on the following page.

Amounts for 2005 related to the Company’s plastic closures business have been reclassified to discontinued operations as a result of the October 2005 sale of that business.

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News Release
Corporate Headquarters
One Crown Way
Philadelphia, PA 19154-4599

Consolidated Supplemental Financial Data (Unaudited)
(in millions)

Reconciliation from Gross Profit to Segment Income
The Company views segment income, as defined below, as a principal measure of performance of its operations and for the allocation of resources. Segment income is defined by the Company as gross profit less selling and administrative expense. A reconciliation from gross profit to segment income for the three months ended March 31, 2006 and 2005 follows:

	Three Months Ended March 31,
	2006		2005
Gross profit	$	184	$	182
Selling and administrative expense		83		84
Segment income	$	101	$	98

Segment Information

	Three Months Ended March 31,
Net Sales	2006		2005
Americas Beverage	$	347	$	370
North America Food		182		160
Europe Beverage		238		184
Europe Food		411		407
Europe Specialty Packaging		86		94
Non-reportable segments and unallocated items		315		314
Total	$	1,579	$	1,529

Segment Income
Americas Beverage	$	25		$	37
North America Food		8			5
Europe Beverage		25			26
Europe Food		42			39
Europe Specialty Packaging		2			4
Non-reportable segments and unallocated items		(1	)		(13	)
Total	$	101		$	98

Amounts for 2005 related to the Company’s plastic closures business have been reclassified to discontinued operations as a result of the October 2005 sale of that business.

Page 4 of 6

News Release
Corporate Headquarters
One Crown Way
Philadelphia, PA 19154-4599

Consolidated Balance Sheets (Condensed & Unaudited)

(in millions)

March 31,		2006			2005
Assets
Current assets
Cash and cash equivalents		$	293		$	340
Receivables, net			814			995
Inventories			965			1,059
Prepaid expenses and other current assets			85			89
Total current assets			2,157			2,483
Goodwill			2,040			2,533
Property, plant and equipment, net			1,608			1,905
Other non-current assets			1,080			1,158
Total		$	6,885		$	8,079
Liabilities and shareholders’ (deficit) / equity
Current liabilities
Short-term debt		$	75		$	112
Current maturities of long-term debt			140			27
Other current liabilities			1,771			1,880
Total current liabilities			1,986			2,019
Long-term debt, excluding current maturities			3,428			3,884
Other non-current liabilities and minority interests			1,684			1,948
Shareholders’ (deficit) / equity	(		213	)		228
Total		$	6,885		$	8,079

Amounts as of March 31, 2005 include the Company’s plastic closures business that was sold in October 2005.

Page 5 of 6

News Release
Corporate Headquarters
One Crown Way
Philadelphia, PA 19154-4599

Consolidated Statements of Cash Flows (Condensed & Unaudited)

(in millions)

Three months ended March 31,			2006			2005
Cash flows from operating activities
Net income/(loss)		$	7		(	$	10	)
Depreciation and amortization			55				72
Other, net	(		240	)	(		343	)
Net cash used for operating activities (A)	(		178	)	(		281	)
Cash flows from investing activities
Capital expenditures	(		54	)	(		36	)
Other, net			14		(		5	)
Net cash used for investing activities	(		40	)	(		41	)
Cash flows from financing activities
Net change in debt			213				210
Other, net	(		2	)	(		12	)
Net cash provided by financing activities			211				198
Effect of exchange rate changes on cash and cash equivalents			6		(		7	)
Net change in cash and cash equivalents	(		1	)	(		131	)
Cash and cash equivalents at January 1			294				471
Cash and cash equivalents at March 31		$	293			$	340

(A) Free cash flow is defined by the Company as net cash used for operating activities less capital expenditures. A reconciliation from net cash used for operating activities to free cash flow for the three months ended March 31 follows:

Three months ended March 31,	2006		2005
Net cash used for operating activities	($178	)	($281	)
Capital expenditures	(    54	)	(    36	)
Free cash flow	($232	)	($317	)

Cash flows related to the Company’s plastic closures business are included for the periods prior to the October 2005 sale of that business.

Page 6 of 6