UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 10-Q


[ X ]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
	OF THE SECURITIES EXCHANGE ACT OF 1934


	FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2004


[ ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
	OF THE SECURITIES EXCHANGE ACT OF 1934


	FOR THE TRANSITION PERIOD FROM ________ TO _________

COMMISSION FILE NUMBER 0-50189

CROWN HOLDINGS, INC.

(Exact name of registrant as specified in its charter)


Pennsylvania		75-3099507
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)


One Crown Way, Philadelphia, PA		19154-4599
(Address of principal executive offices)		(Zip Code)

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No __

Indicate by check mark whether the Registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).
Yes X No __

There were 165,146,167 shares of Common Stock outstanding as of April 30, 2004.

Crown Holdings, Inc.

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION


			Page Number

Item 1	Financial Statements

Consolidated Statements of Operations			2

Consolidated Balance Sheets			3

Consolidated Statements of Cash Flows			4

Consolidated Statements of Changes in Shareholders’ Equity / (Deficit)			5

Notes To Consolidated Financial Statements

A.	Statement of Information Furnished		6

B.	Recently Adopted Accounting Standards		6

C.	Stock Options		6

D.	Goodwill		7

E.	Inventories		7

F.	Debt and Liquidity		7

G.	Derivative Financial Instruments		8

H.	Restructuring		8

I	Asbestos-Related Liabilities		8

J.	Commitments and Contingent Liabilities		10

K.	Earnings Per Share		10

L.	Pension and Other Retirement Benefits		11

M.	Segment Information		11

N.	Condensed Combining Financial Information		12

Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations

	Introduction		25

	Results of Operations		25

	Liquidity and Capital Resources		27

Forward Looking Statements			29

Item 3	Quantitative and Qualitative Disclosures About Market Risk		30

Item 4	Controls and Procedures		30



		PART II – OTHER INFORMATION

Item 1	Legal Proceedings		31

Item 2	Changes in Securities and Use of Proceeds		31

Item 4	Submission of Matters to Vote of Security Holders		31

Item 5	Other Information		32

Item 6	Exhibits and Reports on Form 8-K		32

Signature			33

Crown Holdings, Inc.

PART I - FINANCIAL INFORMATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(In millions except share and per share data)
(Unaudited)

Three months ended March 31,			2004			2003

Net sales		$	1,623			$	1,460

Cost of products sold, excluding depreciation and amortization			1,363				1,234
Depreciation and amortization			77				78

Gross profit			183				148


Selling and administrative expense			92				81
Loss from early extinguishments of debt			4				11
Interest expense			90				79
Interest income	(		2	)	(		2	)
Translation and exchange adjustments			4		(		13	)


Loss before income taxes, minority interests and equity earnings	(		5	)	(		8	)

Provision for income taxes			8				19
Minority interests and equity earnings	(		5	)	(		7	)

Net loss	(	$	18	)	(	$	34	)


Net loss per average common share:
Basic and diluted	(	$	.11	)	(	$	.21	)


Weighted average common shares outstanding:
Basic and diluted			165,075,996				163,843,107

The accompanying notes are an integral part of these financial statements.

Crown Holdings, Inc.

CONSOLIDATED BALANCE SHEETS (Condensed)

(In millions)

(Unaudited)

	March 31,		December 31,
	2004		2003


Assets
Current assets
Cash and cash equivalents	$	243	$	401
Receivables, net		919		794
Inventories		954		815
Restricted cash		20		10
Prepaid expenses and other current assets		117		102

Total current assets		2,253		2,122


Long-term notes and receivables		22		23
Investments		85		83
Goodwill		2,450		2,442
Property, plant and equipment, net		2,057		2,112
Other non-current assets		1,020		991

Total	$	7,887	$	7,773


Liabilities and shareholders’ equity
Current liabilities
Short-term debt	$	76	$	69
Current maturities of long-term debt		118		161
Accounts payable and accrued liabilities		1,755		1,744
Income taxes payable		58		62

Total current liabilities		2,007		2,036


Long-term debt, excluding current maturities		3,848		3,709
Postretirement and pension liabilities		995		985
Other non-current liabilities		681		706
Minority interests		191		197
Commitments and contingent liabilities (Notes I and J)
Shareholders’ equity		165		140

Total	$	7,887	$	7,773

The accompanying notes are an integral part of these financial statements.

Certain prior year amounts have been reclassified to improve comparability.

Crown Holdings, Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Condensed)

(In millions)
(Unaudited)

Three months ended March 31,		2004				2003


Net cash used for operating activities	(	$	197	)	(	$	156	)


Cash flows from investing activities
Capital expenditures	(		38	)	(		26	)
Proceeds from sale of property, plant and equipment			1				12
Change in restricted cash	(		10	)	(		280	)
Other, net							1

Net cash used for investing activities	(		47	)	(		293	)


Cash flows from financing activities
Proceeds from long-term debt							2,620
Payments of long-term debt	(		128	)	(		643	)
Net change in short-term debt			225		(		1,504	)
Common stock issued			1
Debt issue costs					(		123	)
Minority contributions, net of dividends paid	(		12	)	(		3	)

Net cash provided by financing activities			86				347


Effect of exchange rate changes on cash and cash equivalents							4


Net change in cash and cash equivalents	(		158	)	(		98	)

Cash and cash equivalents at beginning of period			401				363

Cash and cash equivalents at end of period		$	243			$	265

The accompanying notes are an integral part of these financial statements.

Crown Holdings, Inc.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY / (DEFICIT)

(In millions)
(Unaudited)


	Comprehensive		Common	Paid-In	Accumulated		Treasury		Accumulated Other Comprehensive
	Loss		Stock	Capital	Deficit		Stock		Loss		Total

Balance at January 1, 2003			$902	$1,684	($1,183	)	($104	)	($1,386	)	($87	)
Net loss	($34	)			( 34	)					( 34	)
Translation adjustments	30								30		30
Derivatives qualifying as hedges	( 2	)							( 2	)	( 2	)

Comprehensive loss	($ 6	)

Common stock issued — debt-for-equity exchanges			27	14							41


Balance at March 31, 2003			$929	$1,698	($1,217	)	($104	)	($1,358	)	($52	)

	Comprehensive		Common	Paid-In	Accumulated		Treasury		Accumulated Other Comprehensive
	Income		Stock	Capital	Deficit		Stock		Loss		Total

Balance at January 1, 2004			$929	$1,699	($1,215	)	($103	)	($1,170	)	$140
Net loss	($18	)			( 18	)					( 18	)
Translation adjustments	36								36		36
Derivatives qualifying as hedges	6								6		6

Comprehensive income	$24

Common stock issued — benefit plans							1				1


Balance at March 31, 2004			$929	$1,699	($1,233	)	($102	)	($1,128	)	$165

The accompanying notes are an integral part of these financial statements.

Crown Holdings, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except per share and statistical data)
(Unaudited)

A.	Statement of Information Furnished

	The consolidated financial statements include the accounts of Crown Holdings, Inc. and its wholly-owned and majority-owned subsidiary companies (the “Company”). The accompanying unaudited interim consolidated financial statements have been prepared by the Company in accordance with Form 10-Q instructions. In the opinion of management, these consolidated financial statements contain all adjustments of a normal and recurring nature necessary to present fairly the financial position of Crown Holdings, Inc. as of March 31, 2004 and the results of its operations and cash flows for the three month periods ended March 31, 2004 and 2003. These results have been determined on the basis of U.S. generally accepted accounting principles and practices consistently applied.

	Certain information and footnote disclosures, normally included in financial statements presented in accordance with U.S. generally accepted accounting principles, have been condensed or omitted. The December 31, 2003 balance sheet data was derived from the audited consolidated financial statements as of December 31, 2003. The accompanying consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2003.

B.	Recent Accounting and Reporting Pronouncements

	In January 2003, the Financial Accounting Standards Board (“FASB”) issued Financial Interpretation No. 46 (“FIN 46”), “Consolidation of Variable Interest Entities.” In December 2003, the FASB revised FIN 46 (“FIN 46-R”) to address certain implementation issues of the original interpretation. FIN 46 establishes criteria used in determining whether an investment in a variable interest entity (“VIE”) should be consolidated and is based on the general premise that companies that control another entity through interests other than voting interests should consolidate the controlled entity. FIN 46 required the immediate consolidation of specified VIEs created after January 31, 2003, if the circumstances warrant, and was effective at December 31, 2003. Consolidation of all other VIEs created before February 1, 2003, if warranted, was effective in the first quarter of 2004. Adoption of FIN 46, as revised, had no impact on the Company’s results of operations or financial position.

	In December 2003, the FASB revised SFAS No. 132 (“FAS 132”), “Employers’ Disclosure about Pensions and Other Postretirement Benefits.” The revision enhanced the disclosure requirements about pensions and other postretirement benefit plans, but did not change the measurement or recognition principles for those plans. The statement requires additional annual and interim disclosures about net periodic benefit cost of defined benefit pension plans and other defined benefit postretirement plans as well as related assets, cash flows and obligations. The Company provided the required annual disclosures in Note U to its financial statements for the year ended December 31, 2003. The required interim disclosures, effective March 31, 2004, have been included in Note L. An additional disclosure of estimated future benefit payments is effective for fiscal years ending after June 15, 2004.

	In December 2003, the Medicare Prescription Drug Improvement and Modernization Act of 2003 (the “Act”) was signed into law. The Act introduces a prescription drug benefit under Medicare and a federal subsidy to sponsors of retiree health care benefit plans. In accordance with FASB Staff Position FAS 106-1, the Company has deferred recognition of the effects of the Act in its accounting and disclosures for the plans until authoritative guidance on the accounting for the federal subsidy is issued. Specific authoritative guidance on accounting for the federal subsidy is pending and that guidance, when issued, could require the Company to change previously reported information regarding postretirement medical benefits.

C.	Stock Options

	The Company accounts for its stock option plans under the recognition and measurement principles of APB 25 and related interpretations. No compensation expense is reflected in net loss as all options granted under these plans had an exercise price equal to the market value of the Company’s common stock at the date of grant.

Crown Holdings, Inc.

The following table illustrates the effect on net loss and loss per share if the Company had applied the fair value recognition provisions of FAS 123 to stock options:

		2004				2003

Net loss, as reported	(	$	18	)	(	$	34	)
Deduct: compensation expense determined under fair value based method, net of related tax effects	(		1	)	(		2	)

Pro forma net loss	(	$	19	)	(	$	36	)


Loss per share:
Basic and diluted - as reported	(	$	.11	)	(	$	.21	)

- pro forma	(	$	.12	)	(	$	.22	)

D.	Goodwill

	The changes in the carrying amount of goodwill by reportable segment for the three month period ended March 31, 2004 were as follows:

		Americas			Europe		Total

Balance as of January 1, 2004		$	647		$	1,795	$	2,442
Foreign currency translation	(		1	)		9		8

Balance as of March 31, 2004		$	646		$	1,804	$	2,450

E.	Inventories

	March 31,		December 31,
	2004		2003

Finished goods	$	420	$	313
Work in process		117		99
Raw material and supplies		417		403

	$	954	$	815

F.	Debt and Liquidity

	On February 26, 2003, the Company completed a refinancing. The proceeds from the refinancing consisted of the sale of $1,085 of 9.5% second priority senior secured notes due in 2011, €285 ($306 equivalent) of 10.25% second priority senior secured notes due in 2011, $725 of 10.875% third priority senior secured notes due in 2013, $504 of first priority term loans due in 2008 (which are accelerated to 2006 in the event that Crown’s unsecured public debt that matures in 2006 is not repaid, or funds are not set aside in a designated account to repay such debt, by September 15, 2006) and a new $550 first priority revolving credit facility due in 2006. The first priority term loans consisted of borrowings in U.S. dollars of $450 and in euros of €50 ($54 equivalent).

	The proceeds of $2,620 from the senior secured notes and term loan, and $198 of borrowings under the new $550 credit facility, were used to repay the Company’s previous credit facility, to repurchase certain of the Company’s outstanding unsecured notes prior to maturity, and to pay fees and expenses associated with the refinancing. The remaining proceeds were initially placed in restricted cash accounts and were subsequently used to repay other existing unsecured notes, including some prior to maturity. During the first quarter of 2003, the Company used $642 of the proceeds to repurchase certain of these unsecured notes. Also during the first quarter of 2003, the Company exchanged 5.4 million of its common shares for debt with a face value of $43. The Company recognized a net pretax loss of $11 from the early extinguishments of debt in connection with its repurchases described above and the write-off of unamortized financing fees and expenses from its previous credit facility, partially offset by gains from the debt-for-equity exchanges.

	In March 2004, the Company purchased $21 aggregate principal of its 8.38% notes due 2005 at a premium of 4.5% to principal and €85 aggregate principal of its 6.00% notes due 2004 at a premium of 3.0% to principal, and recognized a loss of $4 from the early extinguishments of debt.

Crown Holdings, Inc.

	The Company also recognized an unrealized foreign exchange loss of $4 and a gain of $13 during the first quarter of 2004 and 2003, respectively, as certain European subsidiaries have unhedged currency exposure arising primarily from the sale of the senior secured notes described above.


G.	Derivative Financial Instruments

	As of March 31, 2004, the Company had three outstanding interest rate swaps with a combined notional value of $800 and a fair value of ($9), reported within other non-current liabilities. The swaps are accounted for as fair value hedges of the second priority U.S. dollar-denominated notes due in 2011.

H.	Restructuring

The components of the outstanding restructuring reserve and movements within these components during the quarters ended March 31, 2004 and 2003, respectively, were as follows:

	Termination		Other Exit
	Benefits		Costs		Total

Balance as of January 1, 2003	$9		$5		$14
Payments made	( 1	)	( 1	)	( 2	)

Balance as of March 31, 2003	$8		$4		$12



Balance as of January 1, 2004	$23		$2		$25
Payments made	( 3	)	( 1	)	( 4	)

Balance as of March 31, 2004	$20		$1		$21

The March 31, 2004 balance includes $18 for termination benefits established in 2003 restructuring actions and $3 for termination benefits and other exit costs for actions prior to 2003. The balance for actions prior to 2003 is covered by contracts or agreements for which payments are extended over time. This includes employee-related agreements with unions and governmental agencies as well as lease arrangements with landlords. The balance of the restructuring reserve was included in the Consolidated Balance Sheet within accounts payable and accrued liabilities.

I.	Asbestos-Related Liabilities

	Crown Cork & Seal Company, Inc. (“Crown Cork”) 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. These claims arose from the insulation operations of a U.S. company, the majority of whose stock Crown Cork purchased in 1963. Approximately ninety days after the stock purchase, this U.S. company sold its insulation operations and was later merged into Crown Cork.

	In December 2001, the Commonwealth of Pennsylvania enacted legislation that limits the asbestos-related liabilities of Pennsylvania corporations that are successors by corporate merger to companies involved with asbestos. The legislation limits the successor’s liability for asbestos to the acquired company’s asset value adjusted for inflation. Crown Cork has already paid significantly more for asbestos-related claims than the acquired company’s adjusted asset value. On February 20, 2004, the Supreme Court of Pennsylvania reversed the June 11, 2002 order of the Philadelphia Court of Common Pleas, in which the Court of Common Pleas ruled favorably on a motion by Crown Cork for summary judgment regarding 376 pending asbestos-related cases against Crown Cork in Philadelphia (Ieropoli v. AC&S Corporation, et. al., No. 117 EM 2002). The Company believes that the ruling by the Pennsylvania Supreme Court is limited only to cases pending against Crown Cork at the time the legislation was enacted in December 2001, and not to cases filed after that date. The Company cautions, however, that the Company’s position regarding the limitation of the Pennsylvania ruling may be contested by asbestos claimants and there can be no assurance that the Company’s position will be upheld in future cases.

Crown Holdings, Inc.


	In June 2003, the State of Texas enacted general tort reform legislation. The legislation includes a provision that limits the asbestos-related liabilities under Texas law of companies such as Crown Cork that allegedly incurred these liabilities because they are successors by corporate merger to companies that had been involved with asbestos. The new Texas legislation, which applies to future claims and pending claims, caps asbestos-related liabilities at the total gross value of the predecessor’s assets adjusted for inflation. Crown Cork has paid significantly more for asbestos-related claims than the total adjusted value of its predecessor’s assets. On October 21, 2003, Crown Cork received a favorable ruling on its motion for summary judgment in two asbestos-related cases pending against it in the District Court of Harris County, Texas (in Re Asbestos Litigation No. 90-23333, District Court, Harris County, Texas). Although the Company believes that the ruling of the District Court is correct, the decision will be subject to appeal by the plaintiffs and there can be no assurance that the legislation will be upheld by the Texas courts.

	In April 2004, the State of Mississippi enacted legislation that limits the asbestos-related liabilities under Mississippi law of companies such as Crown Cork that allegedly incurred these liabilities because they are successors by corporate merger to companies that had been involved with asbestos. The new Mississippi legislation caps asbestos-related liabilities at the fair market value of the predecessor’s total gross assets adjusted for inflation. Crown Cork has paid significantly more for asbestos-related claims than the total value of its predecessor’s assets. Crown Cork intends to integrate the legislation into its claims defense strategy. The Company cautions, however, that the legislation may be challenged and there can be no assurance regarding the ultimate effect of the legislation on Crown Cork.

	During the three months ended March 31, 2004, Crown Cork received 5,000 new claims, settled or dismissed 2,000 claims for a total of $2 and had 78,000 claims outstanding at the end of the period. During the three months ended March 31, 2003, Crown Cork received 9,000 new claims, settled or dismissed 3,000 claims for a total of $6 and had 65,000 claims outstanding at the end of the period. Settlement amounts include amounts committed to be paid in future periods.

	As of March 31, 2004, the Company’s accrual for pending and future asbestos-related claims was $236. The Company estimates that its probable and estimable asbestos liability for pending and future asbestos-related claims will range between $236 and $403. The accrual balance of $236 includes $133 for unasserted claims and $21 for committed settlements that will be paid over time.

	Historically (1977-2003), Crown Cork estimates that approximately one-quarter of all asbestos-related claims made against it have been asserted by claimants who claim first exposure to asbestos after 1964. However, because of Crown Cork’s settlement experience to date and the increased difficulty of establishing identification of the subsidiary’s insulation products as the cause of injury by persons alleging first exposure to asbestos after 1964, the Company has not included in its accrual and range of potential liability any amounts for settlements by persons alleging first exposure to asbestos after 1964.

	Assumptions underlying the accrual and the range of potential liability include that claims for exposure to asbestos that occurred after the sale of the U.S. company’s insulation business in 1964 would not be entitled to settlement payouts and that the Pennsylvania asbestos legislation and Texas tort reform legislation described above are expected to have a highly favorable impact on Crown Cork’s ability to settle or defend against asbestos-related claims in those states, and other states where Pennsylvania law may apply. The Company’s accrual includes estimates for probable costs for claims through the year 2013. The upper end of the Company’s estimated range of possible asbestos costs of $403 includes claims beyond that date.

	While it is not possible to predict the ultimate outcome of the asbestos-related claims and settlements, the Company believes that resolution of these matters is not expected to have a material adverse effect on the Company’s financial position. The Company cautions, however, that estimates for asbestos cases and settlements are difficult to predict and may be influenced by many factors. In addition, there can be no assurance regarding the validity or correctness of the Company’s assumptions or beliefs underlying its accrual and the estimated range of potential liability. Unfavorable court decisions, especially in Pennsylvania or Texas, or other adverse developments, may require the Company to substantially increase its accrual or change its estimate. Accordingly, these matters, if resolved in a manner different from the estimate, could have a material effect on the Company’s results of operations, financial position and cash flow.

Crown Holdings, Inc.

J.	Commitments and Contingent Liabilities

	On March 18, 2003, the European Commission issued a Statement of Objections alleging that certain of the Company’s European subsidiaries engaged in commercial practices that violated European competition law. The Statement of Objections, which is understood to arise from an investigation of a complaint made by a competitor, alleges that certain food can contracts primarily in the United Kingdom and Ireland during the 1990’s infringed Article 82 of the EC Treaty (abuse of dominant position). The issuance of a Statement of Objections by the Commission is the initial step in formal proceedings. It does not constitute a decision on the merits. The Company filed a reply to the Statement of Objections and presented its defense at a formal hearing. It is not known when the Commission will issue a decision. If the Commission finds that the subsidiaries violated European competition law, the Commission has the authority to require the Company to modify its commercial practices and to levy fines. The Commission’s decision may be appealed to the European Court of First Instance. The Company believes that the allegations against it are without merit and intends to continue to defend its position vigorously. However, the matter is in its preliminary stages and the Company is unable to predict the ultimate outcome or its impact on the Company. The Company is also unable at this time to estimate the range of potential fines, which could be material to its results of operations, financial position and cash flow.

	The Company is also subject to various other lawsuits and claims with respect to matters such as governmental and environmental regulations and other actions arising out of the normal course of business. While the impact on future financial results is not subject to reasonable estimation because considerable uncertainty exists, management believes that the ultimate liabilities resulting from such lawsuits and claims will not materially affect the results of operations, financial position or cash flow of the Company.

	The Company has various commitments to purchase materials and supplies as part of the ordinary conduct of business. The Company’s basic raw materials for its products are tinplate, aluminum and resins, all of which are purchased from multiple sources. The Company is subject to fluctuations in the cost of these raw materials and has periodically adjusted its selling prices to reflect these movements. There can be no assurances, however, that the Company will be able to fully recover any increases or fluctuations in raw material costs from its customers. The Company also has commitments for standby letters of credit and for purchases of capital assets.

	The Company has guaranteed $8 related to future rent payments for properties leased by Constar International Inc. The guarantees represent an accommodation to landlords due to Constar’s divestiture from the Company in 2002.

	At March 31, 2004 the Company has certain indemnification agreements covering environmental remediation and other potential costs associated with properties sold or businesses divested. For agreements with defined liability limits, the maximum potential liability is $64. The Company accrues for costs associated with such indemnifications and potential costs when it is probable that a liability has been incurred and the amount can be reasonably estimated.

	At March 31, 2004, the Company also has guarantees of $36 related to the residual values of leased assets.

K.	Earnings Per Share

The following table summarizes the basic and diluted earnings /(loss) per share computations for the periods ended March 31, 2004 and 2003 respectively:

		Quarter Ended March 31,

		2004				2003

Earnings / (loss):
Net loss	(	$	18	)	(	$	34	)


Weighted average shares outstanding
Basic and diluted			165.1				163.8


Basic and diluted loss per share:
Net loss	(	$	.11	)	(	$	.21	)

Crown Holdings, Inc.

Excluded from the computation of diluted earnings per share were common shares contingently issuable upon the exercise of outstanding stock options, amounting to 4.0 million shares at March 31, 2004 and 6.9 million shares at March 31, 2003. These shares were excluded from the computation of diluted earnings per share because the exercise prices of the then outstanding options were above the average market price for the related periods. The effect of dilutive stock options of 2.1 million shares in 2004 and .9 million shares in 2003 were also excluded because of their anti-dilutive effect on the net loss.

L.	Pension and Other Retirement Benefits

Components of Net Periodic Benefit Costs


		U.S. Plans								Non-U.S. Plans

Quarter ended March 31,		2004				2003				2004				2003

Pension Benefits

Service cost		$	2			$	2			$	8			$	5
Interest cost			20				20				40				28
Expected return on plan assets	(		18	)	(		16	)	(		53	)	(		36	)
Recognized prior service cost			1						(		1	)	(		1	)
Recognized actuarial net (gain)/loss			15				13				12				8

Net periodic benefit cost		$	20			$	19			$	6			$	4


Other Postretirement Benefits		Consolidated


Service cost		$	1			$	1
Interest cost			11				11
Recognized prior service cost	(		3	)	(		1	)
Recognized actuarial net (gain)/loss			4		(		1	)

Net periodic benefit cost		$	13			$	10

Employer Contributions

The Company previously disclosed in its financial statements for the year ended December 31, 2003 that it expected to contribute $155 to its pension plans in 2004. Due to the effect of the Pension Funding Equity Act of 2004 in reducing its U.S. contributions, the Company now expects to contribute approximately $120 in 2004. The Act impacts the calculation of pension contributions for 2004 and 2005 by replacing the interest rate on 30-year Treasury bonds with a rate derived from rates on long-term corporate bonds.

M.	Segment Information

The Company has three reportable operating segments: Americas, Europe and Asia-Pacific. Each reportable segment is an operating division within the Company and has a President reporting directly to the Chief Executive Officer. “Corporate” includes Corporate Technology and headquarters costs. Divisional headquarters costs are maintained within the operating segments.

Crown Holdings, Inc.

The interim segment information is as follows:



2004	Americas	Europe	Asia-Pacific	Corporate		Total

External sales	$640	$899	$84			$1,623
Segment income / (loss)	25	80	12	($26	)	91

2003