UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 18, 2005
CROWN HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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| Pennsylvania | | 0-50189 | | 75-3099507 |
| (State or other jurisdiction of incorporation or organization) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
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| One Crown Way, Philadelphia, PA | | | | 19154-4599 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code 215-698-5100
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION
Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS
SIGNATURE
INDEX TO EXHIBITS
EX-99 PRESS RELEASE
Item 2.02. Results of Operations and Financial Condition
On April 18, 2005, Crown Holdings, Inc. issued a press release announcing its earnings for the first quarter of 2005. A copy of the press release is attached hereto as Exhibit 99 and incorporated herein by reference.
The news release includes presentation of segment income and free cash flow. Segment income and free cash flow are not defined terms under U.S. generally accepted accounting principles (non-GAAP measures). Non-GAAP measures should not be considered in isolation or as a substitute for net income or cash flow data prepared in accordance with GAAP and may not be comparable to calculations of similarly titled measures by other companies.
The Company views segment income and free cash flow as the principal measures of performance of its operations, for planning and evaluating investment opportunities and of its ability to incur and service debt. Segment income and free cash flow are derived from the Company’s income and cash flow statements, respectively, and reconciliations to segment income and free cash flow can be found with the unaudited Consolidated Statements of Operations and condensed and unaudited Consolidated Statements of Cash Flows contained within the news release.
The information in this Report shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) or otherwise subject to the liability of that section, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits.
The following is furnished as an exhibit to this report.
99 Crown Holdings, Inc. press release dated April 18, 2005.
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.
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| | By: | /s/ Thomas A. Kelly |
| | Thomas A. Kelly |
| | Vice President and Corporate Controller |
Dated: April 19, 2005
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INDEX TO EXHIBITS
| Exhibit Number | | Description |
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| 99. | | Press release, dated April 18, 2005, issued by Crown Holdings, Inc. |
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