8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K

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

Date of Report (Date of earliest event reported): July 14, 2004

CROWN HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

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

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

TABLE OF CONTENTS

Item 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

SIGNATURE

INDEX TO EXHIBITS

EX-99 PRESS RELEASE

Item 12. Results of Operations and Financial Condition

     On July 14, 2004, Crown Holdings, Inc. issued a press release announcing its earnings for the second quarter of 2004. A copy of the press release is attached hereto as Exhibit 99 and incorporated herein by reference.

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

     Exhibit Index

           99.      Press Release, dated July 14, 2004, issued by Crown Holdings, Inc.

2

SIGNATURE

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

CROWN HOLDINGS, INC.

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

Dated:  July 15, 2004

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INDEX TO EXHIBITS

Exhibit Number	Description
99.	Press release, dated July 14, 2004, issued by Crown Holdings, Inc.

4

EX-99

Exhibit 99

[Crown Holdings, Inc. logo]

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

CROWN HOLDINGS REPORTS SECOND QUARTER 2004 RESULTS;

SEGMENT INCOME INCREASES 20% TO $166 MILLION

Philadelphia, PA – July 14, 2004.   Crown Holdings, Inc. (NYSE:CCK), today announced its financial results for the second quarter and six months ended June 30, 2004.

Second Quarter Results

Net sales in the second quarter rose to $1,836 million, up 6.4% over the $1,726 million in the second quarter of 2003. Americas Division net sales rose 4.2% in the second quarter of 2004 over the same period in 2003 and European Division net sales increased 7.7% compared to the 2003 second quarter.

Gross profit in the 2004 second quarter grew 16.9% to $256 million over the $219 million in the 2003 second quarter. As a percentage of net sales, gross profit expanded to 13.9% in the second quarter compared to 12.7% in the same quarter last year. The improvements reflect increased operating efficiencies, the ongoing positive effects of the Company’s cost containment and restructuring programs in recent years, stronger foreign currencies and firm volumes and pricing.

Segment income (defined by the Company as gross profit less selling and administrative expense and provision for restructuring) was $166 million in the second quarter, up 20.3% over the $138 million in the 2003 second quarter. A reconciliation of segment income from gross profit is provided as a note to the attached unaudited Consolidated Statements of Operations. Segment income as a percentage of net sales expanded to 9.0% from the 8.0% in the same period last year.

Commenting on the quarter, John W. Conway, Chairman and Chief Executive Officer, stated, “With the benefit of improved operating performance from our well capitalized and efficient manufacturing infrastructure, we are in excellent position to continue delevering the balance sheet. At the same time, we also expect to continue to benefit from the Company’s international diversification with 70% of sales derived from operations outside the United States.”

Interest expense in the second quarter was $89 million compared to $101 million in the second quarter of 2003. The decrease reflects the impact of lower average debt outstanding compared to the prior year second quarter.

Net income in the second quarter was $33 million, or $0.20 per diluted share, after a net charge of $0.09 per diluted share for the remeasurement of foreign currency exposures in Europe. In the second quarter of 2003 net income was $50 million, or $0.30 per diluted share which included a net gain of $0.25 per diluted share related to foreign currency exposures in Europe.

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[Crown Holdings, Inc. logo]

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

Six Month Results

For the first six months of 2004, net sales were $3,459 million, an increase of 8.6% over the $3,186 million in the first six months of 2003. Americas Division net sales grew 4.6% in the first six months of 2004 over the same period in 2003 and European Division net sales were up 11.9% compared to the first half of last year.

Gross profit for the six month period increased to $439 million, or 12.7% of net sales, over the $367 million, or 11.5% of net sales in the first six months of 2003. The improvements reflect increased operating efficiencies, stronger foreign currencies and firm volumes and pricing.

Segment income in the first half of 2004 improved to $257 million, or 7.4% of net sales, compared to the $205 million, or 6.4% of net sales in the first six months of 2003.

For the first six months of 2004, interest expense was $179 million compared to $180 million for the same period last year.

Debt and cash amounts were:

	June 30,		March 31,		December 31,		June 30,
	2004		2004		2003		2003
Total debt	$	3,904	$	4,042	$	3,939	$	4,364
Cash		251		243		401		438
	$	3,653	$	3,799	$	3,538	$	3,926
Receivables securitization	$	113	$	100	$	90	$	120

The Company reported net income of $15 million, or $0.09 per diluted share, for the first six months of 2004, after a net charge of $0.10 per diluted share for the remeasurement of foreign currency exposures in Europe. This compares to net income of $16 million, or $0.10 per diluted share, for the first six months of 2003, which included a net gain of $0.32 per diluted share related to foreign currency exposures in Europe.

Conference Call

The Company will hold a conference call tomorrow, July 15, 2004 at 11:00 a.m. (EDT) to discuss this news release. The dial-in numbers for the conference call are (773) 756-4623 or toll-free (888) 459-7564 and the access password is “packaging.” A replay of the conference call will be available for a one-week period ending at midnight on July 22. The telephone numbers for the replay are (402) 220-0181 or toll free (800) 327-0512 and the access passcode is 2893. A live web cast of the call will be made available to the public on the Internet at the Company’s Web site, www.crowncork.com.

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[Crown Holdings, Inc. logo]

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

Cautionary Note Regarding Forward-Looking Statements

Except for historical information, all other information in this press release consists of forward-looking statements. These forward-looking statements involve a number of risks, uncertainties and other factors that may cause actual results to be materially different from those expressed or implied in the forward-looking statements. Important factors that could cause the statements made in this press release or the actual results of operations or financial condition of the Company to differ are discussed under the caption “Forward-Looking Statements” in the Company’s Form 10-K Annual Report for the year ended December 31, 2003 and in subsequent filings made prior to or after the date hereof. The Company does not intend to review or revise any particular forward-looking statement in light of future events.

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

*  *  *  end  *  *  * 

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

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

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[Crown Holdings, Inc. logo]

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

Consolidated Statements of Operations (Unaudited)

(In millions except share and per share data)

		Three Months Ended								Six Months Ended
		June 30,								June 30,
		2004				2003				2004				2003
Net sales		$	1,836			$	1,726			$	3,459			$	3,186
Cost of products sold			1,478				1,399				2,815				2,610
Depreciation and amortization			76				85				153				163
Pension expense			26				23				52				46
Gross profit (1)			256				219				439				367
Selling and administrative expense			90				81				182				162
Gain on sale of assets					(		3	)					(		3	)
(Gain)/loss from early extinguishments of debt					(		2	)			4				9
Interest expense			89				101				179				180
Interest income	(		1	)	(		3	)	(		3	)	(		5	)
Translation and foreign exchange adjustments			23		(		56	)			27		(		69	)
Income before income taxes, minority interests      and equity earnings			55				101				50				93
Provision for income taxes			16				20				24				39
Minority interests and equity earnings	(		6	)	(		31	)	(		11	)	(		38	)
Net income		$	33			$	50			$	15			$	16
Income per average common share:
Basic:		$	0.20			$	0.30			$	0.09			$	0.10
Diluted:		$	0.20			$	0.30			$	0.09			$	0.10
Weighted average common shares outstanding:
Basic	165,165,133				164,910,274				165,120,811				164,379,638
Diluted	167,343,493				165,843,258				167,247,804				165,312,801
Actual common shares outstanding	165,234,044				164,922,827				165,234,044				164,922,827

⁽¹⁾ The Company views segment income, as defined below, as the principal measure of performance of its operations and for the allocation of resources. Segment income is defined by the Company as gross profit less selling and administrative expense and provision for restructuring. A reconciliation from gross profit to segment income for the three and six months ended June 30 follows:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2004		2003		2004		2003
Gross profit	$	256	$	219	$	439	$	367
Selling and administrative expense		90		81		182		162
Segment income	$	166	$	138	$	257	$	205

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[Crown Holdings, Inc. logo]

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

CONSOLIDATED BALANCE SHEETS (CONDENSED & UNAUDITED)

(in millions)

June 30,	2004		2003
Assets
Current assets
Cash and cash equivalents	$	251	$	438
Receivables, net		1,008		1,023
Inventories		978		975
Prepaid expenses and other current assets		92		94
Total current assets		2,329		2,530
Goodwill		2,430		2,362
Property, plant and equipment, net		1,992		2,176
Other non-current assets		1,117		1,139
Total	$	7,868	$	8,207
Liabilities and shareholders’ equity
Current liabilities
Short-term debt	$	79	$	62
Current maturities of long-term debt		116		190
Other current liabilities		1,897		1,820
Total current liabilities		2,092		2,072
Long-term debt, excluding current maturities		3,709		4,112
Other non-current liabilities and minority interests		1,889		1,967
Shareholders’ equity		178		56
Total	$	7,868	$	8,207

Consolidated Supplemental Financial Data (Unaudited)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
(in millions)
Net Sales	2004			2003			2004			2003
Americas	$	748		$	718		$	1,388		$	1,327
Europe		996			925			1,895			1,693
Asia		92			83			176			166
	$	1,836		$	1,726		$	3,459		$	3,186
Segment Income
Americas	$	57		$	46		$	82		$	64
Europe		117			101			197			163
Asia		14			13			26			22
Corporate		(22	)		(22	)		(48	)		(44	)
	$	166		$	138		$	257		$	205

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