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 16, 2008

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

2

Item 2.02. Results of Operations and Financial Condition

      On April 16, 2008, Crown Holdings, Inc. issued a press release announcing its earnings for the first quarter of 2008. 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 16, 2008.

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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 16, 2008

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INDEX TO EXHIBITS

Exhibit Number	Description
99.	Press release, dated April 16, 2008, issued by Crown Holdings, Inc.

5

EX-99

Exhibit 99

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

CROWN HOLDINGS REPORTS FIRST QUARTER 2008 RESULTS

GROSS PROFIT IMPROVES BY MORE THAN 19%

Philadelphia, PA – April 16, 2008.   Crown Holdings, Inc. (NYSE: CCK) today announced its financial results for the first quarter ended March 31, 2008.

Net sales in the first quarter grew to $1,863 million, up 8.8% over the $1,713 million in the first quarter of 2007. The increase in sales was primarily due to $119 million from foreign currency translation and also included the pass-through of higher raw material costs in the form of higher selling prices. Approximately 74% of net sales were generated outside the U.S. in the first quarter of 2008.

First quarter gross profit rose 19.1% to $256 million over the $215 million in the 2007 first quarter. As a percentage of net sales, gross profit improved to 13.7% in the first quarter from 12.6% in the first quarter last year. Lower manufacturing costs, ongoing efficiency improvements and $15 million from foreign currency translation primarily drove the improvement.

Selling and administrative expense in the first quarter was $102 million compared to $95 million in last year’s first quarter. The increase reflects foreign currency translation of $6 million.

Segment income (a non-GAAP measure defined by the Company as gross profit less selling and administrative expense) grew to $154 million in the first quarter, up 28.3% over the $120 million in the 2007 first quarter. Foreign currency translation increased segment income by $9 million in the first quarter of 2008 compared to the same prior year period. Segment income as a percentage of net sales expanded to 8.3% in the first quarter of 2008 from 7.0% in the same period last year.

Commenting on the quarter, John W. Conway, Chairman and Chief Executive Officer, stated, “The first quarter results reflect global growth in beverage can volumes with particular benefit from a full quarter of operations by our new beverage can line in Ho Chi Minh City, Vietnam, our new beverage can plant in Phnom Penh, Cambodia, and increased capacity utilization in the Middle East. We also benefited from Americas beverage can volume recovery and its improved mix, as well as continued improvement in European beverage can margins. While the first quarter is traditionally a seasonally smaller sales period, plant productivity and efficiency was high and we believe we are on track for a strong year.”

During the first quarter of 2008, the Company redeemed the remaining $12 million of its U.S. Dollar 9.5% and 10.875% Senior Notes due 2011 and 2013 and the remaining € 18 million ($29 million) of its Euro 10.25% Senior Notes due 2011. The redemption resulted in a charge of $2 million ($2 million net of tax) for repurchase premiums and the write-off of finance fees related to the notes which were repaid prior to their maturity.

Interest expense in the first quarter was $77 million compared to $76 million in the first quarter of 2007. The increase reflects $4 million of foreign currency translation which was offset by lower average debt outstanding.

Page 1 of 7

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

Net income in the first quarter was $27 million, or $0.17 per diluted share compared to first quarter 2007 net income of $18 million, or $0.11 per diluted share. First quarter 2008 net income includes the net charge of $2 million, or $0.01 per diluted share, for the loss on early extinguishments of debt.

Net debt (a non-GAAP measure defined by the Company as total debt less cash) increased by $557 million from December 31, 2007 with $83 million due to foreign currency translation ($157 million from March 31, 2007) and $45 million due to decreased accounts receivable securitization.

Debt and cash amounts were:

	March 31,		December 31,		March 31
	2008		2007		2007
Total debt	$	3,819	$	3,437	$	3,709
Cash		282		457		278
Net debt	$	3,537	$	2,980	$	3,431
Receivables securitization	$	231	$	272	$	245

Non-GAAP Measures
Segment income, free cash flow and net debt 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, cash flow or total debt 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 and for the allocation of resources. The Company believes net debt is a useful measure of the Company’s debt levels. Segment income, free cash flow and net debt are derived from the Company’s Consolidated Statements of Operations and Cash Flows and Consolidated Balance Sheets, respectively, and reconciliations to segment income, free cash flow and net debt can be found within this release.

Conference Call
The Company will hold a conference call tomorrow, April 17, 2008 at 9:00 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 webcast 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 24. The telephone numbers for the replay are (203) 369-3252 or toll free (800) 337-5610 and the access passcode is 3275.

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

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 improve beverage can volumes and margins and to enhance plant productivity and efficiency. 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, 2007 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 subsidiaries, is a leading supplier of packaging products to consumer marketing companies around the world. World headquarters are located in Philadelphia, Pennsylvania.

For more information, contact:
Timothy J. Donahue, Senior Vice President – Finance, (215) 698-5088, or
Edward Bisno, Bisno Communications, (212) 717-7578.

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

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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,
	2008				2007
Net sales		$	1,863			$	1,713
Cost of products sold			1,554				1,443
Depreciation and amortization			53				55
Gross profit  (1)			256				215
Selling and administrative expense			102				95
Loss from early extinguishments of debt			2
Interest expense			77				76
Interest income	(		3	)	(		3	)
Translation and foreign exchange adjustments			4		(		1	)
Income before income taxes, minority interests and equity earnings			74				48
Provision for income taxes			26				18
Minority interests and equity earnings	(		21	)	(		12	)
Net income		$	27			$	18
Earnings per average common share:
Basic		$	0.17			$	0.11
Diluted		$	0.17			$	0.11
Weighted average common shares outstanding:
Basic			159,187,316				162,273,457
Diluted			162,776,273				166,681,273
Actual common shares outstanding			160,280,546				163,440,860

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

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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, 2008 and 2007 follows:

	Three Months Ended March 31,
	2008		2007
Gross profit	$	256	$	215
Selling and administrative expense		102		95
Segment income	$	154	$	120

Segment Information

	Three Months Ended March 31,
Net Sales	2008		2007
Americas Beverage	$	417	$	393
North America Food		185		191
European Beverage		348		281
European Food		488		446
European Specialty Packaging		105		97
Total reportable segments		1,543		1,408
Non-reportable segments		320		305
Total net sales	$	1,863	$	1,713

Segment Income
Americas Beverage	$	42		$	37
North America Food		11			10
European Beverage		51			30
European Food		41			38
European Specialty Packaging		1			1
Total reportable segments		146			116
Non-reportable segments		41			34
Corporate and other unallocated items		(33	)		(30	)
Total segment income	$	154		$	120

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

Consolidated Balance Sheets (Condensed & Unaudited)

(in millions)

March 31,	2008			2007
Assets
Current assets
Cash and cash equivalents	$	282		$	278
Receivables, net		937			861
Inventories		1,220			1,113
Prepaid expenses and other current assets		115			68
Total current assets		2,554			2,320
Goodwill		2,264			2,200
Property, plant and equipment, net		1,621			1,594
Other non-current assets		961			521
Total	$	7,400		$	6,635
Liabilities and shareholders’ equity/(deficit)
Current liabilities
Short-term debt	$	61		$	90
Current maturities of long-term debt		32			41
Other current liabilities		1,909			1,826
Total current liabilities		2,002			1,957
Long-term debt, excluding current maturities		3,726			3,578
Other non-current liabilities and minority interests		1,604			1,560
Shareholders’ equity/(deficit)		68	(		460	)
Total	$	7,400		$	6,635

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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,			2008			2007
Cash flows from operating activities
Net income		$	27			$	18
Depreciation and amortization			53				55
Other, net	(		523	)	(		307	)
Net cash used for operating activities (A)	(		443	)	(		234	)
Cash flows from investing activities
Capital expenditures	(		33	)	(		44	)
Other, net	(		7	)	(		2	)
Net cash used for investing activities	(		40	)	(		46	)
Cash flows from financing activities
Net change in debt			283				147
Other, net			9		(		1	)
Net cash provided by financing activities			292				146
Effect of exchange rate changes on cash and cash equivalents			16				5
Net change in cash and cash equivalents	(		175	)	(		129	)
Cash and cash equivalents at January 1			457				407
Cash and cash equivalents at March 31		$	282			$	278

(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,	2008		2007
Net cash used for operating activities	($443	)	($234	)
Capital expenditures	(    33	)	(    44	)
Free cash flow	($476	)	($278	)

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