Good morning and welcome to the Crown Holdings First Quarter 2008 Earnings Conference Call. Your lines have been placed on listen-only mode until the questions-and-answer session. Please be advised that this conference is being recorded. I would now like to turn the call over to Mr. Alan Rutherford, Executive Vice President and Chief Financial Officer. Mr. Rutherford, you may begin.

Thank you and good morning to everybody. 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 tax, interest and foreign exchange after which John Conway will discuss the quarter and outlook for the coming year before opening the call to questions. Total Company revenues grew 8.8% in the quarter over prior year reflecting strong volumes in beverage cans worldwide and foreign exchange movement. Segment income of $154 million grew 28% over prior year as a result of improved margins in most segments of the business. America’s beverage revenues increased 6.1% over prior year to $417 million and segment income improved 13.5% to 42 million. Volumes overall increased 1.3% with the Latin American volumes improving 11% and North America, US, and Canada approximately 1%. This additional volume along with strong end including super end sales contributed to the improved segment income in the quarter. European beverage can revenues were 23.8% higher at 348 million and segment income improved 70% to 51 million or 14.7% of sales. Volumes increased 15.4% with the Middle East volumes improving by…

Thank you, Alan, and good morning to everyone. As can be seen in the earnings release currency translation had an impact throughout the income statement. Sales 74% of which were generated outside the United States benefited from $119 million in currency translation. Of our non-US sales 30% are denominated in Euros, 10% Sterling and 5 are posted in Canadian dollars, each representing the same amount as in the first quarter of 2007. The remaining 29% of our non-US sales are spread among the balance of countries we operate in. We also highlighted for you the $4 million impact the currency translation had on our net interest expense in the quarter, this is the result of approximately 50% of our net debt being denominated in Euros. Previously we had guided you towards net interest expense of 285 million we now project 295 million of the 10 million increase, solely the result of currency. The effective tax rate in the first quarter was 35.3% compared to 37.5% in last year’s first quarter, we still project an overall tax rate of 29% for the year. As we discussed on the February call, the second and third quarters will have a lower rate than 29%, and the fourth quarter similar to the first quarter will have a higher rate than 29%. And with that, I will turn it over to John.

Thank you, Tim and good morning. As Alan and Tim reviewed with you, Crown had a very strong start to the year. As we told you in January and characterizing 2007 performance and the fourth quarter of 2007, we believe that then that the strong performance we saw in 2007 would carry over into 2008, clearly that has occurred. I will not go into lot of detail about the quarter, but as Tim and Alan have already given you quite a bit of information. However, we thought it would be well, if I would have simply summarized the quarter for you. First, volume was largely as we expected, beverage volume overall was very strong particularly on emerging markets businesses, which are now going to be quite substantial. Food and aerosol unit volumes were of somewhat versus 2007, but the first quarter is a seasonally very light quarter and we have no reason to believe the 2008 volumes will not perform in a normal manner, which will involve some growth year-on-year. So we think volumes across all of our businesses will be solid and positive for the full year. We have largely settled 2008 pricing, very little remains to be done. We believe that visibility for price cost for the year is reasonably clear and we feel very good about what we’ve been able to achieve on the price front. Costs are well contained and we anticipate that we will improve our cost base through productivity improvements over the course of the year, as we have been doing for the past several years. These improvements are reflected in margin gains in the first quarter and we anticipate these gains will be sustained through the full year. I believe that all of you know that we have two major capital projects underway this year both involve beverage cans. The first is our new can plant in the Northeast of Brazil and the second is the doubling of capacity in Seville, Spain through the addition of a new high speed beverage can line. Both of those projects are on budget and within schedule for commercial production at the end of 2008. All in all as I said earlier, we had a very good start for the year and we believe that solid and stable performance will continue. And with that operator, I think we are ready to throw the call open to questions.

Alright. Thank you. (Operator Instructions). And our first question comes from George Staphos of Banc of America Securities.

Hello, hello can you hear me on?

Yeah we can George, good morning.

Good morning, sorry about that, I’ll try the headset. Good quarter congratulations. I guess historically you have a rough bridge of aggregate revenue i.e., volume pricing obviously gave us that facts already.

Yeah. George, I think, if I was to characterize the revenues you see the effects, the balance would largely be the result of pass through.

Okay.

Largely priced.

Okay.

It was some volume impact but a handful of volume the balance being priced.

Realizing that it’s seasonally a very slow period especially for food can, especially in Europe and the numbers on a percent basis move around quite a bit. What were the reasons why if there are any fundamental ones for volumes being off and in either the US or Europe in food can?

George, there were no fundamental reasons at all in food generally speaking we had a little bit of a tailing off after the Easter weekend in late March, April’s picked back up again. So, as you said the volumes were very low in the quarter we’re talking about small volumes creating a 5% yielded volume decline, but very, very small volume. So we don’t read anything into it, everything we are hearing about the potential food packs and plantings and weather and so forth is quite positive. So we don’t think, we are not at all concerned by.

Okay. You understand the question behind the question. Obviously, in European food it’s been of last few years.

No.

So I want to see, if there is anything that we need to be concerned with, any change in terms of how you expect to use cash flow this year, obviously you kept your guidance there and sold one-third debts of two-thirds equity buyback or characterize that how you would?

Well, as always George, we are a user of cash in the first half of the year as you know.

Yeah.

And, after that we have and finally decided I think, we obviously have the Board’s agreement to buyback shares which you know. And I think also we are watching with interest what’s going on in the financial markets. As we generally think that good liquidity is probably an excellent thing to have at this point in time.

Sure.

And it’s not really the [chicken] we have to make until we get further through the year.

Okay. Now working capital seems like it was up a fair amount this quarter. Certainly your free cash flow was down a lot year-on-year again first quarter's your cash burning time a year, I’m assuming a lot of was effect, a lot of that might have been some buying materials for your customers or could you provide color?

George, as you say about 30 or 40 million then working capital, there was also the fact that we did last year are in the bonus, which of course we pay in the first quarter of '08. And if you recall we didn’t have that position in ’07 coming out of ’06. That was also by use of cash and also I think you will see that securitization was lower which meant of course that we were sort of using cash that was not the source of cash. And this accounted all together for about 130, and the rest of it is just more volume, higher pricing, higher raw-material costs, et cetera.

Last question and I will turn it over. Realizing that Spain has been sold out, obviously from a macro standpoint they have been signs of Spain is weakening somewhat, do you have any concerns at all that Seville will be coming off its next expansion at the time when demand may be a softening a bit and if that’s the case what do you do with that capacity? Thanks guys.

Yeah, now I think the, as you know George, the Spanish market has been in the supply deficit for the last number of years.

I understand

And we think that will continue notwithstanding the slowing the Spanish economy. Now it is true that cans that have been coming in from other parts of the Europe and even in our case we have been bring cans in small quantities from the Middle East. We won’t be doing that anymore but our view is that the overall European, Eastern and Western European markets, North Africa, the Middle East, we don’t anticipate any problems selling the capacity.

All right, thanks guys.

Thank you. Next question please.

Next question is from Richard Skidmore from Goldman Sachs.

Good morning.

Good morning.

Just two questions, first can you just talk more specifically about the opportunities in Europe as it relate to your growth over the next couple of years and what if any of your new capacity in the Middle East is not fully ramped up and what sort of volume is there left out of the Middle East? And then I have got a second question?

Well, we have spoken before our European beverage can capacity as largely in Western and Southern Europe and of course Spain and Mediterranean have been growing nicely and that’s been to our benefit. We have not been participating in any significant way in the Eastern European beverage can market and we've been looking at that and considering some opportunities. We think that could be a good opportunity for us and we think we could do it in a way that doesn’t disrupt price and allows us to begin to participate in that quite dynamic market. As far as the Middle East is concerned all of our capacity in the Middle East is now being fully utilized. Now some of it is still in a relative sense and new, so we know that we can improve output simply through efficiency gains driving down and exploring so forth and we plan to do that. So we will get again this year as a consequence of that, but all of the capacity that we have installed over the last five years is running on a fully commercial way, but could run a little bit better we know that and we anticipate that it will.

Okay. And then just second topic question, what opportunity do you see in the beverage can business specifically in North America and Europe to be more aggressive on the can price given perhaps some relative pricing that you are seeing in some of the other sub straight like glass and plastic?

Well, we are well aware of the increased costs and pricing for plastic containers and glass. And so we think that combined with the cost pressures that the beverage can makers all of us are under in North America and makes it inevitable that we need to push price in North American beverage can business and we've been doing that. Traditionally, we done it over that last six or seven years and we plan to continue to do that. We are cutely aware that the peruse or price index is up quite a bit, but first three months of the year we are running at something an annual rate of something like close to 9% for ’08 and that would continue into ’09 that’s a pretty short increase in our conversion cost. Now we don’t exactly match up against PPI, but it's close enough so that we understand the necessity to increase prices and we plan to do that. We begun to talk to our beverage can customers, pointing out to the most happening with inflation and PPI and the necessity that our conversion cost not withstanding what happens with the underlying aluminum, but our conversion cost inevitably are going up and price will have to go up.

And then John, is there a way to move aggressively than just the PPI or is it just to really offset the inflation that you are seeing?

I think there is room. But just keep in mind, we got about 20% to 21% of market share in the US and Canada and so we are not going to drive this little Crown Cork & Seal can't do it. It can be done. But the industry leaders are going to have to take a low here?

Okay. Thank you very much.

You are welcome. Next question please.

Next question is from Ghansham Panjabi of Wachovia Securities.

Hey guys good morning.

Hey guys good morning.

Good morning.

Your operating margins in North and European bev are above '05 levels, and I think it is pretty close to your record. Was there anything that was unusually strong in the first quarter? And I guess my question is should we expect that sort of year-over-year improvement to continue throughout the rest of the years assuming volumes stay at reasonable levels? Thanks.

Well, I don’t know unusual. George, I mean two or three good things happens. Volume was strong across the entire beverage sector for us. It scored merely so in the Middle East, so that’s pretty obvious. Price has recovered and the extent that we had some tail ends or some bad deals that didn’t provide for full cost pass-throughs, we've worked our way out of all of those. Capacity is tight right across the region and that helps us a little bit. We made a reasonably significant management change there last year and improved our operating management in Europe, we think significantly, put a couple of real good can makers in-charge of the business both in the General Manager of the business and the Head of Operations of the business and they have already begun to have a very positive impact. Our plants are running better. So, all of those things have benefited us and it made the difference in terms of the margin improvement that you are seeing.

And John just one more question if I could. As the industry sort of tries to think about pricing for '09, '10, and beyond in North America and particularly how do you feel about the supply demand balance at this point? Given the weakness we are seeing in PSEs in North America, is it fair to expect some capacity closures in this market as an industry?

Ghansham, I don’t really know. I mean the first quarter, some of the first quarter CMI numbers show a slight decline quarter-to-quarter in units, but I think it is too soon to say, what the outcome is going to be. It seems to me operating rates for the industry as a whole for the full year are going to be well in excess of 90%, again as they have been for the last number of years. Now there may be some producers who are going to need do something on the capacity front. If you recall, I think in 2006 first quarter or so roughly, we shut a plant in Texas, which took a big junk of capacity out for us, and there was 2 to 3 line plant. So and moved it overseas. So we are pretty good balanced. So it could be that there are some regional pockets and some other pockets that some of our competitors might want to be considering, but we are not.

Okay. Great, thanks so much.

Thank you. Next questions please?

Next question is from Claudia Hueston of JP Morgan.

Thanks very much, good morning.

Good morning.

Just a couple of questions, one, if you could just comment on steel price environment and how you feel your position just given the sharp escalation in prices we’re seeing there?

Well, we’ve taken the position in view for the past couple of years that just as in aluminum we cannot take on commodity risk on aluminum, we can’t take on commodity risk in steel either. So virtually all of our contracts if they are multi-year and if they are not, but the year-to-year negotiation we have been insisting with our customers we have to pass through steel and in timely manner. So we have been able to do that and feel reall good about how it’s going frankly in North America and in Europe this year. You are seeing it in the margins even though the volumes are somewhat lighter in our traditional food steel can products. We don’t anticipate that that’s going to change. There has been a little talk in North America perhaps that some of the steel makers want to do something about flat rolled products generally in North America, we do not think that’s going to have an impact on tin plate that we use. And so we feel pretty confident that we will be able to continue to maintain margins and continue to push price through to the extent that the steel industry does the same to us.

Okay, thanks. And then, I was just wondering, if you could talk a little bit about the specialty packaging business, which it seem to -- its hard to talk that the weak quarter, but I guess you have been working to improve that business little bit, just how those efforts are going?

22:10:

Good. And then just finally, we have heard a little bit from some CST producers about shifting market shares in the last couple of months. Are you seeing any impact from changing customers shared all in North America?

You mean among our customers?

Yeah?

There is a little movement. I mean, some of the things have been happening we had anticipated last year. So, as Alan mentioned actually our unit volume is up a little bit in the first quarter year-on-year, but it is true that the customer mix for us has changed a little bit, but nothing that’s dramatic adverse for us.

Okay. Great, thanks very much.

Yeah, you are welcome. Next question please.

Next question is from Chris Manuel of KeyBanc.

Good morning gentlemen and congratulations on a terrific quarter.

Hi, Chris. Thank you.

Couple of questions for you. First, I am going to follow up on what Claudia asked, if tin plate, I know was up sharply here to begin the year, but we have heard from a few folks that there maybe another similar size increase on tap from mid year, similar to what we saw, I think back in ’04. If that want to materialize, do your contracts enable you to go back and essentially re-raise or recover, if there is another mid year hike?

Well, I think that’s what we prefer to focus Chris on the likelihood that there is going to be an increase. So we are pretty convinced there won’t be, because our contractual positions, we think are very, very solid. Now something if totally unexpected were to occur that we don’t think is going to happen then our position isn’t going to change from the position that we have been in the last 5 years or so, which is Crown cannot carry the volatility of commodity price risk and it will have to be passed through the supply chain.

Okay, very good that’s -- I think you guys in a similar situation in ’04, did the exact same thing, I just want to make sure that your result hasn’t changed and it doesn’t sound like it had?

No, no, we do the same thing again.

Okay. When we look at -- just if you can, just remind us coming into 2008 from 2007, in your release you talked about some additional lines in Asia Pacific. How many extra units approximately do you anticipate having '08 versus '07 in the bev can side?

Chris, we just don’t have that data handy. I mean we've talked about this before. The great thing now about our business is that our so called emerging market business is not confined to our country or a region, it’s all over the world now. We are all through the Mediterranean, Southern Europe, North Africa, all over the Middle East and the same thing is true to China and Asia and South America and Mexico and Columbia et cetera. So we've got a great opportunity and we are able to incrementally increase capacity in many, many places as markets grow, but I don’t we think we got that kind of data at hand.

Okay. Alright, that’s helpful. But if I were to look at your improvements in Asia Pacific or your I guess other reportable segments, but in the bev can piece there, how much were volumes up in the first quarter year-over-year? I guess what I am trying to do is….?

Unit volume growth in Asia was just about 7% in the quarter.

Okay. So that helps. What I’m trying to do is disseminate as how much was in improvement with some of the contracts were, you needed some work in China and how much was due to the extra volume you talked about with the Vietnam and Cambodia, so that that helps about 7%?

Yeah beverage, just to give you a see, Asia beverage unit volume was up in the quarter, just little over 7%, Europe 15.5 and the Americas 1.3. So we had good growth pretty much every place.

Okay. And with European food the dialogue you mentioned earlier suggest to me that, are you still anticipating full year volumes in European food, or will recover from what was a bad weather in ’07 and ’06. So volumes probably similar to something in ’05 levels, is that fair?

Yes it is.

Okay.

Thank you very much. That’s all I had.

You’re welcome. Next question please.

Next question is from Alton Stump of Longbow Research.

Thank you. Good morning.

Good morning.

Good morning.

Just had a quick question. Could you just give me the ballpark range of what Europe, volume growth was actually up in bev cans, of course you mentioned the 38% number for Middle East?

Okay. Europe to comment, yeah Alan has that number.

Yeah. Approximately, 6%.

Okay. And then I guess looking ahead to the rest of the year obviously we have the Euro Cup games coming up and its pretty easy weather comps of East and Western Europe later on in this summer, any sort of idea or projection as to what that total market could grow in 2008, in Europe?

We still think the range is 5, to 10 to 12%, 5 in Western Europe and 10 to 12% in Eastern Europe and Southern Europe. So we think it should be good substantial positive growth in Europe for the year.

Okay. That’s all I had. Thank you.

Welcome. Next question please.

The next question is from Christopher [Chan] of Deutsche Bank.

Yeah, thanks. Good morning guys.

Good morning.

Good morning

Hey, I just wanted the follow-up on your guidance about how much segment EBIT would be up in ’08 on a year-over-year basis. I think you mentioned, you are looking for a sort of 16% to 20% growth?

In '08 over '07. Yes.

Right. And that’s certainly very solid, but it actually strike me of somewhat conservative given what happened at 1Q when you were up around 30%, can you talk a little bit about what factors that occurred in 1Q, you are not necessarily counting on for the rest of year?

Well, first of all it’s the first quarter of the year and as I mentioned beverage cans in Europe, we had a big pickup in the Middle East and I think, I also reminded everybody that last year in the Middle East we did not have a good first quarter due to pretty bad weather out there. So, I think we had a big increase first, I’m not sure, if we’re going to go on having such a substantial increase as we get into the second and third weeks still think will have one. But I’m not sure, we’re not sure if its going to be up same rate. And so we think projecting 16 to 20% over a year when we did almost 13 is still pretty good and when we see the second quarter, we’ll have a much better feel about where we’re going to be for the whole year.

Right and then the FX gains, the sustainability of the FX gains one of the issues as well, if the US dollar weaken throughout the course of ’07, would it be unreasonable to look for the same kinds of FX gains absent further weakening in the US dollar throughout ’08?

I don’t think so, because on the income statement, we work on an average. And so as we go through the year, we have for instance on the Euro an average rate. We are now in April and we are running at an average of about a little above 150. As you know today the Euro is at 159. I think it’s likely that as we go through the year, we are at least going to maintain where we are and if as you suggest the dollar was to strengthen or the euro weaken toward the end of the year, it has obviously less impact because we are only picking up one month of that weakness as we get through September, October, November. So, I think we are on track to be at least where we are now for the exchange and could be better.

Right, I guess what I’m asking is if interest rates or exchange rates don’t change from current levels, can we expect the same kinds of FX gains for the rest of the year that we had in the first quarter?

Certainly, last year the rates in Q1 of ’07, the dollar was stronger in Q1 of ’07 then it was in Qs 2, 3, 4. So as we go through the year if the Euro stays where it is today as Alan mentioned our average will tend to trade up towards the spot rate today from the current average we have. But, the average throughout last year also traded up. So, I think we’ll have certainly gains in foreign exchange throughout the year if the rates stay up where they are today. But those gains might be a bit smaller on the revenue line then they were in Q1.

Right. Right that’s what I was asking, thanks. And finally, if I may, can you talk a little bit about the impact of changing your inventory accounting policy from FIFO to LIFO?

It has essentially no impact because everything -- all the historical numbers have been restated to confirm the FIFO. But if you wanted I will tell you that in Q1 of ’07 before the change was made, we had a $2 million charge for the LIFO, but that is not in the numbers any longer. So I really think it’s been restated. So there should be no impact.

Alright. Okay, thanks for your help.

You are welcome.

Next question please.

Our last question from George Staphos, Banc of America Securities

Hi George.

Hi, Alan. Sorry to come back one more time. I guess first half, you mentioned that liquidity is a good thing to have in this kind of environment, how is that your balance sheet has improved markedly over the years, and got very strong free cash flow. Is there, would you say the buyers are holding foreign exchange constant. Would you say the buyers are still the downside or upside on your CapEx over the rest of the year and any other uses of cash? In other words are you looking right now or are there things that have been on the drawing board that may be you might pull in just based on the environment?

Well George, it’s a CapEx plans, the answer is no. We plan to stick to the guidance that Alan gave you earlier which is CapEx modified only by FX impacts. So we don’t plan to change what we consider to be our CapEx discipline over the balance of the year and the projects and opportunities that we are thinking of, we plan to do in such a way that we will continue to adhere to that. Now the times are good and we are doing little bit better and cash flow is stronger, we are not going back to the bad old days, we understand how important it is that we spend every capital dollars very, very carefully and we get a lot of return for every dollar that we put in. We also understand that reasonably large projects take time to get a payback. And so, we are going to be very careful about that and we are not going to change CapEx discipline and Alan will answer the other part of the question.

Hi George, I mean we are on a $170 million as John just said, that can increase is purely to reflect foreign exchange.

I understand.

And that’s what we’re going to stick with.

Okay I guess may be to ask another question, hypothetically realizing that it’s hard to project how the year will go on, and you need to give yourself a little of bit of cushion against that. If you found later in the year that you had an extra $25 million like you didn’t at this juncture expect to have. Where do you think, it will be more likely applied that pay down or stock buyback or reserve for the time being, if you could comment?

Well, I think at the moment George, I mean probably not 25 we would pay down our debt.

Okay.

As things stand at the moment in the financial markets generally.

Okay that’s fine. Switching gears to can way close up, custom cans can you give us a bit of color in terms of how the progression has been. And just in general, we’ve gotten signs both from the company’s and from our channel checks and from the analysts, the other analyst here give way that there is a migration it would seem of the consumer dollar to being at home and then buying products to consume at home as a way as the first away from home. And my guess is well, I will leave it to you. Do you see then how that’s played out in your business as part of the share, if you have seen it?

Yeah, custom cans in North America have increased again for us in the first quarter proportion of mix. I think we are up closing in on something like 13% of our mix, so that’s up from 11. That’s a pretty good increase for us in the first quarter. And otherwise George, I mean we have an expectation of what you are saying is going to be true and is perhaps proving to be true, but we don’t yet know with hard data that in fact people stay in home and consuming food cans, beverage cans, etcetera., in fact we are having positive impact, I would think so, but we don’t have any hard date yet to support that.

Got it. Alright. Thanks very much guys.

Thank you. That concludes Crown Holdings First Quarter Conference Call. We thank you for your interest in our company.