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Article by DailyStocks_admin    (09-25-08 04:05 AM)

Crown Holdings Inc. CEO JOHN W CONWAY bought 50000 shares on 9-19-2008 at $23.93

BUSINESS OVERVIEW

GENERAL

Crown Holdings, Inc. (the “Company” or the “Registrant”) (where the context requires, the “Company” shall include reference to the Company and its consolidated subsidiary companies) is a Pennsylvania corporation.

The Company is a worldwide leader in the design, manufacture and sale of packaging products for consumer goods. The Company’s primary products include steel and aluminum cans for food, beverage, household and other consumer products and metal caps and closures. These products are manufactured in the Company’s plants both within and outside the United States and are sold through the Company’s sales organization to the soft drink, food, citrus, brewing, household products, personal care and various other industries. At December 31, 2007, the Company operated 141 plants along with sales and service facilities throughout 41 countries and had approximately 21,800 employees. Consolidated net sales for the Company in 2007 were $7.7 billion with 73% of 2007 net sales derived from operations outside the United States, of which 74% of these non-U.S. revenues were derived from operations in the Company’s European Division.

During 2005 and 2006, the Company sold its plastic closure business, its remaining European plastics businesses and its Americas health and beauty care business. The sales and segment income amounts presented herein have been recast to exclude those of the divested businesses. Further information about the results of operations of the divested businesses is contained under Note B to the consolidated financial statements.

DIVISIONS AND OPERATING SEGMENTS

The Company’s business is organized geographically within three divisions, Americas, European and Asia-Pacific. Within the Americas and European Divisions the Company is generally organized along product lines. The Company’s reportable segments within the Americas Division are Americas Beverage and North America Food. The Company’s reportable segments within the European Division are European Beverage, European Food and European Specialty Packaging. Americas Beverage includes beverage can operations in the U.S., Canada, Mexico and South America. North America Food includes food can and metal vacuum closure operations in the U.S. and Canada. European Beverage includes beverage can operations in Europe, the Middle East and North Africa. European Food includes food can and metal vacuum closure operations in Europe and Africa. European Specialty Packaging includes specialty packaging operations in Europe. No operating segments within the Asia-Pacific Division are included as reportable segments.

Financial information concerning the Company’s operating segments, and within selected geographic areas, is set forth within “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Report and under Note Y to the consolidated financial statements.

AMERICAS DIVISION

The Americas Division includes operations in the United States, Canada, Mexico, South America and the Caribbean. These operations manufacture beverage, food and aerosol cans and ends, specialty packaging and metal caps and closures. At December 31, 2007, the division operated 53 plants in 8 countries and had approximately 6,200 employees. In 2007, the Americas Division had net sales of $2.9 billion. Approximately 70% of the division’s 2007 net sales were derived from within the United States. Within the Americas Division the Company has determined that there are two reportable segments: Americas Beverage and North America Food. Other operating segments consist of North America Aerosol, and plastic packaging and food can operations in Mexico, South America and the Caribbean.

Americas Beverage

The Americas Beverage segment manufactures aluminum beverage cans and ends and steel crowns, commonly referred to as “bottle caps.” Americas Beverage had net sales in 2007 of $1.8 billion (22.7% of consolidated net sales) and segment income (as defined under Note Y to the consolidated financial statements) of $182 million.

North America Food

The North America Food segment manufactures steel and aluminum food cans and ends and metal vacuum closures. North America Food had net sales in 2007 of $849 million (11.0% of consolidated net sales) and segment income (as defined under Note Y to the consolidated financial statements) of $76 million.

EUROPEAN DIVISION

The European Division includes operations in Europe, the Middle East and Africa. These operations manufacture beverage, food and aerosol cans and ends, specialty packaging, metal vacuum closures and caps, and canmaking equipment. At December 31, 2007 the division operated 75 plants in 27 countries and had approximately 13,200 employees. Net sales in 2007 were $4.2 billion. Net sales in the United Kingdom of $855 million and in France of $679 million represented 20% and 16% of division net sales in 2007.

Within the European Division the Company has determined that there are three reportable segments: European Beverage, European Food and European Specialty Packaging. European Aerosol does not meet the criteria of a reportable segment.

European Beverage

The European Beverage segment manufactures steel and aluminum beverage cans and ends and steel crowns. European Beverage had net sales in 2007 of $1.4 billion (18.6% of consolidated net sales) and segment income (as defined under Note Y to the consolidated financial statements) of $185 million.

European Food

The European Food segment manufactures steel and aluminum food cans and ends, and metal vacuum closures. European Food had net sales in 2007 of $2.0 billion (25.8% of consolidated net sales) and segment income (as defined under Note Y to the consolidated financial statements) of $173 million.

European Specialty Packaging

The European Specialty Packaging segment manufactures a wide variety of specialty containers, with numerous lid and closure variations. In the consumer market, the Company manufactures a wide variety of steel containers for cookies and cakes, tea and coffee, confectionery, giftware, personal care, tobacco, wine and spirits, as well as non-processed food products. In the industrial market, the Company manufactures steel containers for paints, inks, chemical, automotive and household products.

European Specialty Packaging had net sales in 2007 of $460 million (6.0% of consolidated net sales) and segment income (as defined under Note Y to the consolidated financial statements) of $14 million.

ASIA-PACIFIC DIVISION

The Asia-Pacific Division manufactures aluminum beverage cans and ends, steel food and aerosol cans and ends, and metal caps. At December 31, 2007, the division operated 13 plants in 6 countries and had approximately 2,200 employees. Net sales in 2007 were $578 million (7.5% of consolidated net sales) and beverage can and end sales were approximately 80% of division sales. No operating segments within the Asia-Pacific division are included as reportable segments.

PRODUCTS

Beverage Cans

The Company supplies beverage cans and ends and other packaging products to a variety of beverage and beer companies, including Anheuser-Busch, Cadbury Schweppes, Coca-Cola, Cott Beverages, Heineken, InBev, Kroger, National Beverage, Pepsi-Cola, and Scottish & Newcastle, among others. The Company’s beverage business is built around local, regional and global markets, which has served to develop the Company’s understanding of global consumer expectations.

The beverage market is dynamic and highly competitive, with each packaging manufacturer striving to satisfy consumers’ ever-changing needs. The Company competes by offering its customers broad market knowledge, resources at all levels of its worldwide organization and extensive research and development capabilities that have enabled the Company to provide its customers with innovative products. The Company meets its customers’ beverage packaging needs with an array of two-piece beverage cans and ends and metal bottle caps. Recent innovations include the SuperEnd™ beverage can end and shaped beverage cans. The Company expects to continue to add capacity in many of the growth markets around the world.

Beverage can manufacturing is capital intensive, requiring significant investment in tools and machinery. The Company seeks to effectively manage its invested capital and is continuing its efforts to reduce can and end diameter, lighten its cans, reduce non-metal costs and restructure production processes.

Food Cans and Closures

The Company manufactures a variety of food cans and ends, including two-and three-piece cans in numerous shapes and sizes, and sells food cans to food marketers such as Bonduelle, ConAgra, Continentale, H.J. Heinz, Mars, Menu Foods, Nestlé, Premier Foods and Stockmeyer, among others. The Company offers a wide variety of metal closures and sealing equipment solutions to leading marketers such as Abbott Laboratories, Anheuser-Busch, H. J. Heinz, Kraft, Nestlé, and Unilever, among others, from a network of metal closure plants around the world. The Company supplies total packaging solutions, including metal and composite closures, capping systems and services while working closely with customers, retailers and glass and plastic container manufacturers to develop innovative closure solutions and meet customer requirements.

Technologies used to produce food cans include three-piece welded, two-piece drawn and wall-ironed and two-piece drawn and redrawn. The Company also offers its LIFTOFF™ series of food ends, including its EOLE™ (easy-open low energy) full pull-out steel food can ends, and PeelSeam™, a flexible aluminum foil laminated end. The Company offers expertise in closure design and decoration, ranging from quality printing of the closure in up to nine colors, to inside-the-cap printing, which offers customers new promotional possibilities, to better product protection through Ideal Closure™ and Superplus™. The Company’s commitment to innovation has led to developments in packaging materials, surface finishes, can shaping, lithography, filling, retorting, sealing and opening techniques and environmental performance.

The Company manufactures easy open, vacuum and conventional ends for a variety of heat-processed and dry food products including fruits and vegetables, meat and seafood, soups, ready-made meals, infant formula, coffee and pet food.

Aerosol Cans

The Company’s customers for aerosol cans and ends include manufacturers of personal care, food, household and industrial products, including Procter & Gamble (Gillette), S.C. Johnson and Unilever, among others. The aerosol can business, while highly competitive, is marked by its high value-added service to customers. Such value-added services include, among others, the ability to manufacture multiple sizes and design customer labels, multiple color schemes and shaped packaging.

Specialty Packaging

The Company’s specialty packaging business is located primarily in Europe and serves many major European and multinational companies. The Company produces a wide variety of specialty containers, with numerous lid and closure variations. The Company’s specialty packaging customers include Abbott Laboratories, Akzo Nobel, Cadbury Schweppes, Nestlé, Sigma, Teisseire, Tikkurila Oy, Wrigley and United Biscuits, among others.

In the consumer market, the Company manufactures a wide variety of steel containers for cookies and cakes, tea and coffee, confectionery, giftware, personal care, tobacco, wines and spirits, as well as non-processed food products. In the industrial market, the Company manufactures steel containers for paints, coatings, inks, chemical, automotive and household products.

SALES AND DISTRIBUTION

Global marketers continue to demand the consolidation of their supplier base under long-term arrangements and qualify those suppliers on the basis of their ability to provide global service, innovative designs and technologies in a cost-effective manner.

With its global reach, the Company markets and sells products to customers through its own sales and marketing staff located within each operating segment. Regional sales personnel support the segments’ staffs. Contracts with global suppliers may be centrally negotiated, although products are ordered through and distributed directly by each plant. The Company’s facilities are generally located in proximity to their respective major customers. The Company maintains contact with customers in order to develop new business and to extend the terms of its existing contracts.

Many customers provide the Company with quarterly or annual estimates of product requirements along with related quantities pursuant to which periodic commitments are given. Such estimates assist the Company in managing production and controlling working capital levels. The Company schedules its production to meet customer requirements. Because the production time for the Company’s products is short, any backlog of customer orders in relation to overall sales is not significant.

SEASONALITY

The food packaging business is somewhat seasonal with the first quarter tending to be the slowest period as the autumn packing period in the Northern Hemisphere has ended and new crops are not yet planted. The industry enters its busiest period in the third quarter when the majority of fruits and vegetables are harvested. Weather represents a substantial uncertainty in the yield of food products and is a major factor in determining the demand for food cans in any given year.

The Company’s beverage packaging business is predominately located in the Northern Hemisphere. Generally, beverage products are consumed in greater amounts during the warmer months of the year and sales and earnings have generally been higher in the second and third quarters of the calendar year.

The Company’s other businesses primarily include aerosol and specialty packaging and canmaking equipment, which tend not to be significantly affected by seasonal variations.

COMPETITION

Most of the Company’s products are sold in highly competitive markets, primarily based on price, quality, service and performance. The Company competes with other packaging manufacturers as well as with fillers, food processors and packers, some of who manufacture containers for their own use and for sale to others. The Company’s competitors include, but are not limited to, Ball Corporation, BWAY Corporation, Impress Holdings B.V., Metal Container Corporation, Rexam Plc and Silgan Holdings Inc.

CUSTOMERS

The Company’s largest customers consist of many of the leading manufacturers and marketers of packaged products in the world. Consolidation trends among beverage and food marketers has led to a concentrated customer base. The Company’s top ten global customers represented in the aggregate approximately 28% of its 2007 net sales. In each of the years in the period 2005 through 2007, no one customer of the Company accounted for more than ten percent of the Company’s net sales. Each operating segment of the Company has major customers and the loss of one or more of these major customers could have a material adverse effect on an individual segment or the Company as a whole. Major customers include those listed above under the Products discussion. In addition to sales to Coca-Cola and Pepsi-Cola, the Company also supplies independent licensees of Coca-Cola and Pepsi-Cola.

RESEARCH AND DEVELOPMENT

The Company’s principal Research, Development & Engineering (RD&E) centers are located in Alsip, Illinois and Wantage, England. The Company depends on its centralized RD&E capabilities to (1) promote development of value-added packaging systems, (2) design cost-efficient manufacturing systems and materials that also provide continuous quality improvement, (3) support technical needs in customer and vendor relationships, and (4) provide engineering services for the Company’s worldwide packaging activities. These capabilities allow the Company to identify market opportunities by working directly with customers to develop new products, such as the creation of new packaging shapes and consumer-valued features.

Recent innovations include:
• The SuperEnd™ beverage can end, which requires less metal than existing ends without any reduction in strength. The SuperEnd™ also offers improved pourability, drinkability, ease-of-opening and appearance over traditional ends. This technology is now commercially available globally through the Company’s efforts and through its licensees in South Africa, Japan and Australia.

• Patented Easylift™ full pullout steel food can ends, launched recently by Nestlé on pet food. This revolutionary new end provides improved tab access and openability even compared to the Company’s market leading EOLE™ ends. Consumer tests indicate strong preference for this end over those of our competitors.

• An expanding family of PeelSeam™ flexible lidding for cans that provides exceptional ease of opening and high quality graphics, and can still be applied with traditional closing technology.

• Patented composite (metal and plastic) closures including the Company’s Ideal™ product line. These closures offer excellent barrier performance and improved tamper resistance while requiring less strength to open than standard metal vacuum closures. The Company supplies composite closures to a growing list of customers including Abbott Laboratories (Ensure), PepsiCo (Tropicana), Tree Top, Smuckers and Kraft (Planters). Other composite closures include Preson™ and the Company’s low-migration Superplus™ closure for baby food.

• Value-added shaped beverage, food and aerosol cans, such as Heineken’s keg can, the Waistline soup can for Crosse & Blackwell and shaped aerosol containers for Wera Kraftform Fluid. This technology has the capability of reinforcing brand image, providing differentiation on the shelf, and reducing counterfeiting.

• New specialty metal containers such as for Altoids Sours, Ballantine Whisky and the new Bosch Isio lawn tools. In addition, the new Clipper paint can was launched that can be opened and closed without the need of a prying tool.

• A double-seam monitor that identifies seam defects on food or beverage containers in real time during high-speed seaming operations. In addition to reducing seam defects in its plants as well as those of fillers, the seamer can be monitored remotely to avoid downtime.

Along with its licensing of SuperEnd™ technology the Company has also licensed BiCan™ technology and can shaping technology in Australia and New Zealand.

The Company spent $48 million in 2007, $42 million in 2006 and $47 million in 2005 on RD&E activities. Certain of these activities are expected to improve and expand the Company’s product lines in the future.

These expenditures include methods to improve manufacturing efficiencies, reduce unit costs, and develop value-added packaging systems, but do not include product and/or process developments occurring in the Company’s decentralized business units.

MATERIALS AND SUPPLIERS

The Company in its manufacturing operations uses various raw materials, primarily aluminum and steel for packaging. In general, these raw materials are purchased in highly competitive, price-sensitive markets which have historically exhibited price and demand cyclicality. These and other materials used in the manufacturing process have historically been available in adequate supply from multiple sources. Generally, the Company’s principal raw materials are obtained from the major suppliers in the countries in which it operates plants. Some plants in less developed countries, which do not have local mills, obtain raw materials from nearby, more developed countries. The Company has agreements for what it considers adequate supplies of raw materials. However, sufficient quantities may not be available in the future due to, among other things, shortages due to excessive demand, weather or other factors, including disruptions in supply caused by raw material transportation or production delays. From time to time, some of the raw materials have been in short supply, but to date, these shortages have not had a significant impact on the Company’s operations.

In 2007, consumption of steel and aluminum represented approximately 27% and 34%, respectively, of consolidated cost of products sold, excluding depreciation and amortization. Due to the significance of these raw materials to overall cost of products sold, raw material efficiency is a critical cost component of the products manufactured. Supplier consolidations, changes in ownership, government regulations, political unrest and increased demand for raw materials in the packaging and other industries, among other risk factors, provide uncertainty as to the level of prices at which the Company might be able to source such raw materials in the future. Moreover, the prices of aluminum and steel have at times been subject to volatility.

During 2007, the average market price for steel used in the Company’s global packaging operations increased approximately 4%. Suppliers indicate that the difficulty in obtaining raw materials combined with rising utility and distribution costs may require additional steel price increases for their customers.

The average price of aluminum ingot on the London Metal Exchange (“LME”) increased approximately 3% in 2007. The Company generally attempts to mitigate its aluminum ingot risk by matching its purchase obligations with its sales agreements; however, there can be no assurance that the Company will be able to fully mitigate that risk.

The Company, in agreement with customers in many cases, also uses commodity and foreign currency forwards in an attempt to manage the exposure to steel and aluminum price volatility.

There can be no assurance that the Company will be able to fully recover from its customers the impact of aluminum and steel price increases or that the use of derivative instruments will effectively manage the Company’s exposure to price volatility. In addition, if the Company is unable to purchase steel and aluminum for a significant period of time, its metal-consuming operations would be disrupted and if the Company is unable to fully recover the higher cost of steel and aluminum, its financial results may be adversely affected. The Company continues to monitor this situation and the effect on its operations.

In response to the volatility of raw material prices, ongoing productivity and cost reduction efforts in recent years have focused on improving raw material cost management.

The Company’s manufacturing facilities are dependent, in varying degrees, upon the availability of water and processed energy, such as, natural gas and electricity. Certain of these sources may become difficult or impossible to obtain on acceptable terms due to external factors which could increase the Company’s costs or interrupt its business.

Metal, by its very nature, can be recycled at high levels and can be repeatedly reused to form new consumer packaging with minimal or no degradation in its performance, quality or safety. By recycling metal, large amounts of energy can be saved.

ENVIRONMENTAL MATTERS

The Company’s operations are subject to numerous laws and regulations governing the protection of the environment, disposal of waste, discharges into water, emissions into the atmosphere and the protection of employee health and safety. Future regulations may impose stricter environmental requirements on the packaging industry and may require additional capital investment. Anticipated future restrictions in some jurisdictions on the use of certain coatings may require the Company to employ additional control equipment or process modifications. The Company has a Corporate Environmental Protection Policy, and environmental considerations are among the criteria by which the Company evaluates projects, products, processes and purchases. There can be no assurance that current or future environmental laws or remediation liabilities will not have a material effect on the Company’s financial condition, liquidity or results of operations. Discussion of the Company’s environmental matters is contained within “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Report under the caption “Environmental Matters,” and under Note N to the consolidated financial statements.

WORKING CAPITAL

The Company generally uses cash during the first nine months of the year to finance seasonal working capital needs. The Company’s working capital requirements are funded by its revolving credit facility, its receivables securitization and factoring programs, and from operations.

Further information relating to the Company’s liquidity and capital resources is set forth within “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of this Report under the caption “Debt Refinancing” and under Note S and Note T to the consolidated financial statements.

Collection and payment periods tend to be longer for the Company’s operations located outside the U.S. due to local business practices.

EMPLOYEES

At December 31, 2007, the Company had approximately 21,800 employees. Collective bargaining agreements with varying terms and expiration dates cover approximately 13,900 employees. The Company does not expect that renegotiations of the agreements expiring in 2008 will have a material adverse effect on its results of operations, financial position or cash flow.

CEO BACKGROUND

Jenne K. Britell, Ph.D.
65
Chairman and Chief Executive Officer of Structured Ventures; former Executive Officer of several General Electric financial services companies; also a Director of U.S.-Russia Investment Fund, Quest Diagnostics, West Pharmaceutical Services and United Rentals


John W. Conway
62
Chairman of the Board, President and Chief Executive Officer; also a Director of PPL Corporation


Arnold W. Donald
53
Former President and Chief Executive Officer of the Juvenile Diabetes Research Foundation International; former Chairman and Chief Executive Officer of Merisant Company; also a Director of Oil-Dri Corporation of America, Carnival Corporation, The Scotts Company and The Laclede Group


William G. Little
65
Former Chairman and Chief Executive Officer of West Pharmaceutical Services


Hans J. Löliger
65
Vice Chairman of Winter Group; former Chief Executive Officer of SICPA Group; also a Director of Fritz Meyer Holding, BĂĽhler Holding and Franke Holding


Thomas A. Ralph
67
Retired Partner, Dechert LLP


Hugues du Rouret
69
Chairman of Automobile Club de France Management Company; Chairman of the European School of Management; Executive Vice President International of the Chamber of Commerce and Industry of Paris; former Chairman and Chief Executive Officer of Shell France; also a Director of Gras Savoye, Banque Saint-Olive and CF Partners


Alan W. Rutherford
64
Vice Chairman of the Board, Executive Vice President and Chief Financial Officer


Jim L. Turner
62
Principal of JLT Beverages LP; former Chairman, President and Chief Executive Officer of Dr Pepper/Seven Up Bottling Group; also a Director of Dean Foods

William S. Urkiel
62
Former Senior Vice President and Chief Financial Officer of IKON Office Solutions; also a Director of Suntron Corporation

MANAGEMENT DISCUSSION FROM LATEST 10K

RESULTS OF OPERATIONS

The foreign currency translation impacts referred to below are primarily due to changes in the euro and pound sterling in the European Division operating segments and the Canadian dollar in the Americas Division operating segments.

NET SALES

Net sales during 2007 were $7,727, an increase of $745 or 10.7% versus 2006 net sales of $6,982. The increase in net sales during 2007 reflects higher sales unit volumes, the pass-through of material cost increases to customers and $376 from the favorable impact of foreign currency translation.

Net sales from U.S. operations accounted for 27.2% of consolidated net sales in 2007, 28.3% in 2006 and 30.1% in 2005. Sales of beverage cans and ends accounted for 46.5% of net sales in 2007 compared to 44.5% of net sales in 2006 and 43.8% of net sales in 2005. Sales of food cans and ends accounted for 33.5% of net sales in 2007, 35.0% in 2006 and 35.3% in 2005.

Net sales in the Americas Beverage segment increased 9.4% from $1,600 in 2006 to $1,751 in 2007, primarily due to the pass-through of higher material costs to customers and recovery of sales unit volumes. Net sales during 2006 decreased 4.4% from $1,674 in 2005, primarily due to lower sales unit volumes.

Net sales in the North America Food segment increased 3.4% from $821 in 2006 to $849 in 2007, and net sales during 2006 increased 6.3% from $772 in 2005, primarily due to the pass-through of higher material costs to customers.

Net sales in the European Beverage segment increased 22.3% from $1,174 in 2006 to $1,436 in 2007, primarily due to increased sales unit volumes and the pass-through of higher material costs to customers, and also included $69 of foreign currency translation. Net sales in 2006 increased 21.9% from $963 in 2005, primarily due to $117 from the full year consolidation of certain Middle East operations as discussed in Note C to the consolidated financial statements, and increased sales unit volumes.

Net sales in the European Food segment increased 5.6% from $1,885 in 2006 to $1,991 in 2007 primarily due to $176 from the favorable impact of foreign currency translation, partially offset by a decline in sales unit volumes due to weather conditions and the resulting poor harvest. Net sales in 2006 increased 2.3% from $1,842 in 2005, primarily due to the pass-through of higher material costs to customers, and also included $17 from foreign currency translation.

Net sales in the European Specialty Packaging segment increased 7.7% from $427 in 2006 to $460 in 2007, primarily due to the favorable impact of foreign currency translation. Net sales in 2006 increased 5.2% from $406 in 2005, primarily due to the pass-through of higher material costs to customers.

COST OF PRODUCTS SOLD (EXCLUDING DEPRECIATION AND AMORTIZATION)

Cost of products sold, excluding depreciation and amortization, was $6,471 in 2007, an increase of 10.4% from $5,863 in 2006. The increase in 2007 was primarily due to the impact of currency translation of $316 and higher material costs, primarily aluminum and steel. Cost of products sold, excluding depreciation and amortization, of $5,863 in 2006 increased 6.1% from $5,527 in 2005. The increase in 2006 was primarily due to the impact of foreign currency translation of $55 and higher material costs. As a percentage of net sales, cost of products sold, excluding depreciation and amortization, was 83.7% in 2007 compared to 84.0% in 2006 and 82.8% in 2005.

Steel suppliers have indicated that a shortage of raw materials to produce steel and increased global demand, primarily in China, have combined to create the need for steel price increases to their customers and have resulted in a tighter supply of steel which could require allocation among their steel purchasing customers.

As a result of the steel and aluminum price increases, the Company has implemented price increases to many of its customers. However, there can be no assurance that the Company will be able to fully recover from its customers the impact of price increases. In addition, if the Company is unable to purchase steel or aluminum for a significant period of time, its operations would be disrupted.

DEPRECIATION AND AMORTIZATION

Depreciation and amortization during 2007 was $229, an increase of $2 from $227 in 2006, after a decrease of $10 from expense of $237 in 2005. The increase in 2007 was primarily due to $11 of foreign currency translation, offset by $9 of decreases due to decreased capital spending in recent years. The decrease in 2006 was primarily due to decreased capital spending in recent years.

SELLING AND ADMINISTRATIVE EXPENSE

Selling and administrative expense for 2007 was $385, an increase of 21.8% from the 2006 expense of $316, following a decrease of 6.8% from $339 in 2005. The increase in 2007 was primarily due to higher incentive compensation costs and and $16 from the impact of foreign currency translation. The decrease in 2006 was primarily due to decreased incentive compensation costs.

SEGMENT INCOME

Segment income in the Americas Beverage segment increased $22 or 13.8% from $160 in 2006 to $182 in 2007, primarily due to higher sales unit volumes. Segment income in 2006 decreased $37 or 18.8% from $197 in 2005, primarily due to higher costs for freight, coatings and utilities, and also included $13 due to lower sales unit volumes.

Segment income in the North America Food segment increased $6 or 8.6% from $70 in 2006 to $76 in 2007, primarily due to cost reductions, including from prior year capital spending programs. Segment income in 2006 increased $28 or 66.7% from $42 in 2005, also primarily due to cost reductions, and included $9 from increased sales unit volumes.

Segment income in the European Beverage segment increased $63 or 51.6% from $122 in 2006 to $185 in 2007, primarily due to increased sales unit volumes. Segment income in 2006 decreased $18 or 12.9% from $140 in 2005, primarily due to higher material costs.

Segment income in the European Food segment decreased from $174 in 2006 to $173 in 2007, primarily due to lower sales unit volumes offset by the favorable impact of foreign currency translation. Segment income in 2006 decreased $24 or 12.1% from $198 in 2005, primarily due to higher material costs, partially offset by a reduction of $11 in depreciation expense.

Segment income in the European Specialty Packaging segment decreased $9 or 39.1% from $23 in 2006 to $14 in 2007, primarily due to lower sales unit volumes. Segment income in 2006 increased $3 or 15.0% from $20 in 2005, primarily due to improved selling prices.

PROVISION FOR ASBESTOS

Crown Cork & Seal Company, Inc. is one of many defendants in a substantial number of lawsuits filed throughout the United States by persons alleging bodily injury as a result of exposure to asbestos. During 2007, 2006 and 2005 the Company recorded charges of $29, $10 and $10, respectively, to increase its accrual for asbestos-related costs. See Note M to the consolidated financial statements for additional information regarding the provision for asbestos-related costs.

PROVISION FOR RESTRUCTURING

During 2007, the Company provided a pre-tax charge of $20 for restructuring costs, including $7 for severance and other exit costs in the European Food segment, $6 for the reclassification of cumulative translation adjustments to earnings from the closure of its operations in Indonesia, $3 of corporate costs for the settlement of a labor dispute related to prior restructurings, and $4 for other severance and exit costs. The actions are expected to save $7 pre-tax on an annual basis when fully implemented.

During 2006, the Company provided a net pre-tax charge of $15 for restructuring costs, including $6 for severance costs in the European Food segment to close a plant, $4 of corporate charges for the estimated settlement costs of a labor dispute related to prior restructurings, $3 for severance costs in the European Specialty Packaging segment to reduce headcount, and $4 for other severance and exit costs, partially offset by a reversal of $2 of severance costs provided during 2005.

During 2005, the Company provided a pre-tax charge of $13 for restructuring costs, including $3 in the Americas Beverage segment for severance costs to reduce headcount at a plant, $5 for severance costs to reduce headcount in a European aerosol can plant, $2 for severance costs to reduce headcount in the U.S. research and development group, and $3 for other severance and exit costs.

See Note O to the consolidated financial statements for additional information on these charges.

PROVISION FOR ASSET IMPAIRMENTS AND LOSS/GAIN ON SALE OF ASSETS

During 2007, the Company recorded net pre-tax charges of $100 for asset sales and asset impairments, primarily including a non-cash goodwill impairment charge of $103 in the European metal vacuum closures business, partially offset by $3 of other net gains from asset sales and impairment charges. The Company had net pre-tax gains of $64 in 2006 and $18 in 2005. See Note P to the consolidated financial statements for additional information.

LOSS FROM EARLY EXTINGUISHMENTS OF DEBT

During 2005, the Company repaid its prior revolving credit facility and the majority of its second and third priority senior secured notes and recognized a loss of $379 in connection with the transactions, consisting of $278 of premiums and fees and the write-off of $101 of unamortized fees and unamortized interest rate swap termination costs related to the refinanced facilities and notes. The Company recognized an additional loss of $4 from early extinguishments of debt for premiums paid to purchase certain unsecured notes prior to their maturity.

See Note T to the consolidated financial statements for additional information on the early extinguishments of debt.

INTEREST EXPENSE

Interest expense of $318 in 2007 increased $32 or 11.2% from 2006 interest expense of $286 due to higher average short-term borrowing rates and foreign currency translation. Interest expense of $286 in 2006 decreased $75 or 20.8% from 2005 interest expense of $361 primarily due to decreased borrowing rates from the Company’s November 2005 refinancing.

Information about the Company’s 2005 refinancing activities is summarized in the Liquidity and Capital Resources section of this discussion and in Notes S and T to the consolidated financial statements.

TRANSLATION AND EXCHANGE ADJUSTMENTS

During 2007, 2006 and 2005, the Company recorded pre-tax foreign exchange gains of $12, and losses of $6 and $94 respectively, primarily for certain subsidiaries that had unhedged currency exposure arising from intercompany debt obligations. The gains and losses are included in translation and exchange adjustments in the Consolidated Statements of Operations.

TAXES ON INCOME

Taxes on income for 2007, 2006 and 2005 were benefits of $400 and $62, and a provision of $11, respectively, against pre-tax income of $201 in 2007, $335 in 2006 and a pre-tax loss of $262 in 2005.

The primary items causing the 2007 effective rate to differ from the 35.0% U.S. statutory rate were benefits of $485 for valuation allowance adjustments and $35 due to foreign income taxed at lower rates, and a cost of $36 for the effect of a non-deductible goodwill impairment charge.

The primary items causing the 2006 effective rate to differ from the 35.0% U.S. statutory rate were benefits of $121 related to a minimum pension liability adjustment, $30 due to foreign income taxed at lower rates and $13 for a reinvestment tax credit.

The primary items causing the 2005 effective rate to differ from the 35.0% U.S. statutory rate were an increase of $108 due to valuation allowance adjustments and a decrease of $20 due to foreign income taxed at lower rates.

See Note X to the consolidated financial statements for additional information regarding income taxes, including information regarding the Company’s release of a portion of its U.S. deferred tax valuation allowances in the fourth quarter of 2007.

MINORITY INTERESTS AND EQUITY EARNINGS

Minority interests’ share of net income was $73, $55 and $51 in 2007, 2006 and 2005, respectively. The increase in 2006 was primarily due to the consolidation of certain Middle East operations beginning in September 2005 as discussed in Note C to the consolidated financial statements, and the increase in 2007 was primarily due to higher profits in those operations.

Equity in earnings was less than $1 in 2007 and 2006, and $12 in 2005. The decrease in 2007 and 2006 compared to 2005 was primarily due to the consolidation of certain Middle East operations beginning in September 2005 as discussed in Note C to the consolidated financial statements.

DISCONTINUED OPERATIONS

During 2006, the Company sold its remaining European plastics businesses and its Americas health and beauty care business for total proceeds of $6, and recognized a loss of $27 on these transactions. In 2005, the Company sold its plastic closures business for total proceeds of $690, and recognized a loss of $44 related to the transaction. The plastic closures assets that were sold included $50 of cash and the Company paid $13 in fees related to the sale, resulting in net proceeds of $627. See Note B to the consolidated financial statements for further information on these divestitures.

MANAGEMENT DISCUSSION FOR LATEST QUARTER

Results of Operations

Net Sales

Net sales in the second quarter of 2008 were $2,196, an increase of $206 or 10.4% compared to net sales of $1,990 for the same period in 2007. Net sales in the first six months of 2008 were $4,059, an increase of $356 or 9.6% compared to net sales of $3,703 for the same period in 2007. The increase in net sales for the second quarter and first six months included $139 and $258, respectively, of foreign currency translation. Sales from U.S. operations accounted for 26.2% of consolidated net sales in the first six months of 2008 compared to 28.5% for the same period in 2007. Sales of beverage cans and ends accounted for 48.2% and sales of food cans and ends accounted for 32.3% of consolidated net sales in the first six months of 2008 compared to 47.2% and 32.1%, respectively, in 2007.

Net sales in the Americas Beverage segment in the second quarter increased 2.7% from $488 in 2007 to $501 in 2008. Net sales in the first six months increased 4.2% from $881 in 2007 to $918 in 2008. The increases in net sales in 2008 were primarily due to the pass-through of increased aluminum costs to customers in the form of higher selling prices.

Net sales in the North America Food segment in the second quarter increased 4.8% from $210 in 2007 to $220 in 2008, and in the first six months increased 1.0% from $401 in 2007 to $405 in 2008. The increase in net sales in the quarter was primarily due to $12 from the pass-through of increased steel and other costs to customers in the form of higher selling prices and $4 due to foreign currency translation, partially offset by a decrease of $6 due to lower sales unit volumes. The increase in net sales in the first six months was primarily due to $26 from the pass-through of increased costs to customers and $9 due to foreign currency translation, partially offset by a decrease of $32 due to lower sales unit volumes.

Net sales in the European Beverage segment increased 18.7% from $401 in the second quarter of 2007 to $476 in the same period in 2008. Net sales in the first six months of 2008 increased 20.8% from $682 in 2007 to $824 in 2008. The increases in the quarter and first six months of 2008 were primarily due to increased sales unit volumes and also included $26 of foreign currency translation for the quarter and $45 for the six months.

Net sales in the European Food segment increased 18.8% from $469 in the second quarter of 2007 to $557 in the same period in 2008, and net sales in the first six months of 2008 increased 14.2% from $915 in 2007 to $1,045 in 2008, primarily due to the impact of foreign currency translation of $67 for the quarter and $122 for the six months.

Net sales in the European Specialty Packaging segment increased 11.6% from $112 in the second quarter of 2007 to $125 in the same period in 2008, and net sales in the first six months of 2008 increased 10.0% from $209 in 2007 to $230 in 2008. The increases were primarily due to the impact of foreign currency translation.


Cost of Products Sold (Excluding Depreciation and Amortization)

Cost of products sold, excluding depreciation and amortization, was $1,788 and $3,342 for the second quarter and first six months of 2008, increases of $141 and $252 compared to $1,647 and $3,090 for the same periods in 2007. The increases were primarily due to the impact of higher material costs for aluminum and steel and included $114 and $216 due to the impact of foreign currency translation for the quarter and six months.

As a percentage of net sales, cost of products sold, excluding depreciation and amortization, was 81.4% and 82.3% for the second quarter and first six months of 2008 compared to 82.8% and 83.4% for the same periods in 2007.

As a result of steel and aluminum price increases in recent years, the Company has implemented significant price increases with many of its customers. The Company’s major metal suppliers have indicated that they expect prices to significantly increase in 2009. Due to continuing worldwide supply/demand pressures, the Company expects other commodity related costs affecting its business to increase as well, including natural gas, electricity and freight related costs. The Company intends to pass these raw material price increases on to its customers. However, there can be no assurance that the Company will be able to fully recover from its customers the impact of price increases affecting the Company, or the timing of such recovery. In addition, if the Company is unable to purchase steel, aluminum or other critical raw materials for a significant period of time, the Company’s operations would be disrupted. The Company continues to monitor its core commodity and other cost inputs in relation to its pricing strategy.


Depreciation and Amortization

Depreciation and amortization was $56 and $109 in the second quarter and first six months of 2008, compared to $57 and $112 for the prior year periods. Decreases due to lower capital spending in recent years were partially offset by increases due to the impact of foreign currency translation.


Gross Profit

Gross profit increased $66 from $286 in the second quarter of 2007 to $352 in the second quarter of 2008. Gross profit as a percentage of net sales was 16.0% and 15.0% for the second quarter and fist six months of 2008, compared to 14.4% and 13.5% for the same prior year periods. The improvements in gross profit in 2008 included foreign currency translation of $22 and $37 in the second quarter and first six months, respectively. The remaining improvement includes sales unit volume growth, primarily in beverage cans and food cans in the Company’s European division and beverage cans in the Asia-Pacific division.


Selling and Administrative Expense

Selling and administrative expense was $105 in the second quarter of 2008 compared to $93 for the same period in 2007. The increase was primarily due to $7 of foreign currency translation and increased incentive compensation costs . As a percentage of net sales, selling and administrative expense was 4.8% in the second quarter of 2008 compared to 4.7% for the same period in 2007.

Selling and administrative expense was $207 in the first six months of 2008 compared to $188 for the same period in 2007. The increase was primarily due to $13 of foreign currency translation and increased incentive compensation costs. As a percentage of net sales, selling and administrative expense was 5.1% for the first six months of 2008 and 2007 .

The expense for the second quarter and first six months also included a credit of $4 for litigation settlements, and a charge of $3 for pension settlement costs in the Company’s supplemental executive retirement plan. The credit for litigation settlements primarily arose from a malpractice claim the Company filed several years ago related to the sale of property.


Segment Income by Reportable Segment

As discussed in Note N to the consolidated financial statements, the Company defines segment income as net sales less cost of products sold, depreciation and amortization, and selling and administrative expenses.

Segment income in the Americas Beverage segment increased $1 from $57 in the second quarter of 2007 to $58 in the second quarter of 2008. Segment income in the first six months increased $6 from $94 in 2007 to $100 in 2008. The increases in 2008 were primarily due to cost reduction efforts, including improved plant operating efficiencies.

Segment income in the North America Food segment was $20 in the second quarters of 2007 and 2008. Segment income in the first six months increased $1 from $30 in 2007 to $31 in 2008. Lower sales unit volumes in the quarter and first six months of 2008 did not have a significant impact on segment income due to cost reduction efforts and plant operating efficiencies.

Segment income in the European Beverage segment increased $30 from $58 in the second quarter of 2007 to $88 in the second quarter of 2008. Segment income in the first six months increased $51 from $88 in 2007 to $139 in 2008. The increases in 2008 were primarily due to increased sales unit volumes, and also included $3 and $5 of foreign currency translation for the quarter and six months, respectively.

Segment income in the European Food segment increased $16 from $45 in the second quarter of 2007 to $61 in the second quarter of 2008. Segment income in the first six months increased $19 from $83 in 2007 to $102 in 2008. The increase in the quarter was primarily due to $9 of foreign currency translation and $6 from increased sales unit volumes. The increase for six months was primarily due to $15 of foreign currency translation.

Segment income in the European Specialty Packaging segment increased $2 from $9 in the second quarter of 2007 to $11 in the second quarter of 2008. Segment income in the first six months also increased $2, from $10 in 2007 to $12 in 2008. The increases in the quarter and first six months were primarily due to foreign currency translation.


Restructuring

The results for the six month periods ended June 30, 2008 and 2007 included restructuring charges of $1 and $5, respectively. See Note H to the consolidated financial statements for additional information on these charges.


Interest Expense

Interest expense increased $2 and $3, respectively, for the three and six months ended June 30, 2008 versus the same periods in 2007. The increases were due to $5 of foreign currency translation for the second quarter and $9 for the first six months, partially offset by lower average debt outstanding.


Translation and Exchange Adjustments

The results for the three and six month periods ended June 30, 2008 included net foreign exchange losses of $2 and $6, respectively, for certain subsidiaries that have unhedged currency exposures arising primarily from intercompany debt obligations. These currency exposures may continue to result in future foreign exchange gains or losses. The Company may hedge or mitigate a portion of these exposures in the future through derivative instruments or intercompany loans.

Taxes on Income

The second quarter of 2008 included net tax charges of $42 on pre-tax income of $169 for an effective rate of 24.9%. The difference of $17 between the pre-tax income at the U.S. statutory rate of 35% or $59, and the tax charge of $42, was primarily due to benefits of $16 from lower tax rates in certain non-U.S. jurisdictions and $4 for valuation allowance adjustments, partially offset by charges of $2 for withholding taxes and $1 for other items.

The first six months of 2008 included net tax charges of $68 on pre-tax income of $243 for an effective rate of 28.0%. The difference of $17 between the pre-tax income at the U.S. statutory rate of 35% or $85, and the tax charge of $68, was primarily due to $29 of benefits from lower tax rates in certain non-U.S. jurisdictions, partially offset by charges of $4 for withholding taxes, $5 for valuation allowance adjustments, and $3 for other items.

The second quarter of 2007 included net tax charges of $22 on pre-tax income of $132 for an effective rate of 16.7%. The difference of $24 between the pre-tax income at the U.S. statutory rate of 35% or $46, and the tax charge of $22, was primarily due to benefits from lower tax rates in certain non-U.S. jurisdictions and valuation allowance adjustments.

The first six months of 2007 included net tax charges of $40 on pre-tax income of $180 for an effective rate of 22.2%. The difference of $23 between the pre-tax income at the U.S. statutory rate of 35% or $63, and the tax charge of $40, was primarily due to benefits from lower tax rates in certain non-U.S. jurisdictions.

Minority Interests, Net of Equity Earnings

The charge for minority interests, net of equity earnings, increased $9 and $18 in the second quarter and first six months of 2008, respectively, compared to the same periods in 2007. These increases were primarily due to increased profits in the Company’s beverage can operations in the Middle East, South America and China due to increased profits in these emerging markets.

CONF CALL

Alan W. Rutherford

With me on the call this morning are John Conway, Chairman and Chief Executive Officer, and Tim Donahue, Senior Vice President, Finance.

Let me point out that on this call, as in the news release, we will be making a number of forward-looking statements. Actual results could vary materially from such statements. Additional information concerning factors that could cause actual results to vary is contained in our SEC filings, including comments in the section called Management Discussion And Analysis Of Financial Condition and results of operations in Form 10-K for 2007 and in subsequent filings.

In view of Regulation G, we do not intend to provide non-GAAP financial measures of performance on liquidity beyond those already contained in the company’s earnings release.

I will comment on the results, Tim Donahue will then comment on taxes and foreign exchange, after which John Conway will discuss the quarter and the outlook for the coming year before we open the call to questions.

Total company revenues grew 10.4% in the quarter and 9.6% in the first half over prior year, reflecting strong volumes in beverage cans and firm volumes in food, along with the pass-through of higher costs in selling prices and foreign exchange movement. Segment income at $247 million in the quarter and $401 million in the six months grew 28% over prior year, generally reflecting improved margins in most of the segments of the business.

Americas beverage revenue at $501 million in the quarter was 3% higher than prior year and for the six months 4% higher at $918 million. Segment income improved marginally to $58 million in the quarter and for the six months as recorded a 6% improvement over prior year to $100 million.

Volumes in North America, that is U.S. and Canada, were flat in the quarter and six months compared to prior year, while volumes in Central and Latin America were softer in the quarter, it is the winter season, but flat year-on-year for six months.

In Europe beverage revenues at $476 million in the quarter and $824 million in the six months were 19% and 21% higher than prior year respectively, on improved volumes up 9% and 11% year-to-date. The increased volume and improved operating efficiencies resulted in segment income in the quarter increasing 52% to $88 million and 58% to $139 million in the six months over the prior year.

North American food revenues grew 4.8% to $220 million in the quarter and 1% to $405 million in the six months. Volumes for the business were soft, off 2%, however pricing was firm and operating efficiencies good, resulting in flat segment income at the half year point.

Food Europe reported a 19% increase in revenues in the quarter to $557 million and 14% year-to-date to $1.45 billion. This reflected stronger volumes in the quarter, up 4%, and a pass-through of costs in selling price. Segment income at $61 million in the quarter improved 36% over prior year and at $102 million is 23% higher in the six months, reflecting price and volume.

Specialty packaging revenues at $125 million were 12% higher in the quarter, reflecting pass-through of raw material in price and foreign exchange impact. Segment income improved 22% in the quarter to $11 million and 20% in the six months to $12 million, primarily as a result of better efficiencies and cost reductions in the operations.

Non-reportable revenues at $317 million grew 2% in the quarter and 4% in the six months to $637 million. Segment income at $46 million improved 48% in the quarter, 37% in the six months, at $87 million, reflecting strong beverage can demand in Asia and improved results in aerosols worldwide.

With regard to the company’s guidance for 2008, we stated in April that we expected segment income would increase in the range or 16% to 20% in 2008 over 2007, or to around $750 million to $780 million. Based upon current knowledge and current exchange rates we now expect segment income to grow in the range of 24% to 28% in 2008 over 2007, or to around $800 million to $820 million for the full year.

In April we projected free cash flow in the range of $330 million to $370 million, after capital expenditure of $170 million. We now expect free cash flow to be in the range of $350 million to $390 million after capital expenditure of $185 million. The increase in capital expenditure reflects the foreign exchange impact on overseas investments and expected cash outlays for the recently announced beverage can line in Morocco, which although a 2009 project will require certain down payments on equipment in late 2008.

And with that I will turn the call over to Tim for his comments.

Timothy J. Donahue

I will quickly discuss taxes and foreign exchange and then I am going to hand it over to John so that he can discuss the highlights of the quarter and the half year.

As noted in the earnings release, our effective tax rate in the second quarter was 25% compared to 17% last year and 28% for the six-month, which compares to 22% in the first half of 2007. As we have previously described for you, the increase is attributable to the reversal of the valuation allowance on our U.S. deferred-tax assets, which was recorded in the fourth quarter of 2007.

Obviously the increased tax rate has had an impact on the percentage by which our earnings per share has improved, compared to the prior year. For comparison purposes, if we were to apply the 2008 tax rate to the 2007 results our 2008 earnings per share improved approximately 36% from 2007, comparable to the increase in segment income.

The translation of foreign currency amounts back to the U.S. dollar, how we report currencies, continue to impact our income statement, balance sheet, and cash flows. From a balance sheet perspective the Euro was 17% stronger against the dollar at June 30, 2008, compared to the same period in 2007 and on the income statement our average Euro-to-dollar rate for the six months through June was 15% stronger than at the same period last year.

Within the earnings release we have detailed for you the foreign exchange impact on numerous income statement line items, however, as much of our cost basis in these same currencies, including debt and interest expense, taxes, etc., the foreign exchange impact on net income is less significant than at segment income. At net income foreign exchange has benefited us by $4 million, or $0.02 per diluted share, in the second quarter and by $6 million, or $0.04 per diluted share, for the six months compared to the same 2007 periods.

And with that I am going to turn it over to John.

John W. Conway

As Alan and Tim reviewed with you, Crown had another excellent quarter. All of the businesses performed well in their various markets and the momentum for the balance of the year, we think is very strong.

Unit sales performance has been as we had generally expected, which is to say solid in the mature markets and very good in our emerging markets businesses. Price utilization has also been excellent and we have successfully passed through cost increases and in certain markets we have been able to improve margins as a consequence of very strong supply/demand fundamentals.

Our major capital projects for 2008, which are a doubling of our beverage can capacity in Seville, Spain, and building a new beverage can plant in Northeastern Brazil remain on schedule and within budget. Both new facilities will begin production late this year.

We have announced a new major capital project for 2009, which will be beverage cans for the Moroccan market, to be located in Casablanca. This is a market which we know very well and which we currently serve from our various Mediterranean Rim beverage can plants. This is a strong market which we anticipate will continue to grow, in line with the region.

As we look ahead into 2009, we have begun to advise all of our customers, particularly those which use steel packaging that prices will be going up sharply as a consequence of underlying raw material price increases. We have no reason to believe that we will not be successful in passing through these increased costs.

Our overall strategy, which has been to be an excellent performer in rigid metal packaging in all of the categories in which we are present, continues to be, in our view, very sound and we believe we are executing it in a highly effective manner. We will continue to maintain good profitability in mature markets through efficient price adjustments associated with cost changes and through productivity improvements.

We believe that our emerging markets businesses will continue to grow, possibly at alternating rates, but in a very positive manner which will enable us to generate increasingly substantial sales and income in South America, Eastern Europe, the Middle East, North Africa, China and Southeast Asia. In summary, our prospects for 2008 are excellent and we intend to improve on them in 2009.

And with that, that concludes our prepared remarks and we will open the session to questions.

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