Edgar Filing: CROWN HOLDINGS INC

Large accelerated filer

Accelerated filer

Non-accelerated filer

¨ (Do not check if a smaller reporting company)

Smaller reporting company

Form 10-Q

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 SEPTEMBER 30, 2011

¨	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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one)

Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2). Yes ¨ No x

There were 151,168,669 shares of Common Stock outstanding as of November 1, 2011.

Crown Holdings, Inc.

PART I – FINANCIAL INFORMATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(In millions except share and per share data)

(Unaudited)


Three months ended September 30	2011			2010

Net sales	$	2,423		$	2,205


Cost of products sold, excluding depreciation and amortization		1,980			1,788
Depreciation and amortization		47			40


Gross profit		396			377


Selling and administrative expense		96			82
Provision for asbestos		0			15
Provision for restructuring		2			17
Asset impairments and sales		(2	)		(11	)
Loss from early extinguishments of debt		0			16
Interest expense		58			55
Interest income		(2	)		(3	)
Translation and foreign exchange		(1	)		(2	)


Income before income taxes and equity earnings		245			208
Provision for income taxes		87			47
Equity earnings in affiliates		1			0

Net income		159			161
Net income attributable to noncontrolling interests		(30	)		(35	)

Net income attributable to Crown Holdings	$	129		$	126


Earnings per common share attributable to Crown Holdings:
Basic	$	0.86		$	0.79

Diluted	$	0.84		$	0.78


Weighted average common shares outstanding:
Basic		150,138,644			159,181,133
Diluted		152,680,719			161,674,329

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

Crown Holdings, Inc.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In millions except share and per share data)

(Unaudited)


Nine months ended September 30	2011			2010

Net sales	$	6,586		$	5,992


Cost of products sold, excluding depreciation and amortization		5,395			4,902
Depreciation and amortization		132			128


Gross profit		1,059			962


Selling and administrative expense		298			256
Provision for asbestos		0			15
Provision for restructuring		27			41
Asset impairments and sales		(2	)		(18	)
Loss from early extinguishments of debt		32			16
Interest expense		174			147
Interest income		(8	)		(6	)
Translation and foreign exchange		0			(4	)


Income before income taxes and equity earnings		538			515
Provision for income taxes		182			143
Equity earnings in affiliates		1			0

Net income		357			372
Net income attributable to noncontrolling interests		(83	)		(93	)

Net income attributable to Crown Holdings	$	274		$	279


Earnings per common share attributable to Crown Holdings:
Basic	$	1.80		$	1.74

Diluted	$	1.77		$	1.71


Weighted average common shares outstanding:
Basic		152,347,988			160,280,362
Diluted		155,069,413			162,683,432

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

Crown Holdings, Inc.

CONSOLIDATED BALANCE SHEETS (Condensed)

(In millions)

(Unaudited)


	September 30, 2011			December 31, 2010

Assets
Current assets
Cash and cash equivalents	$	479		$	463
Receivables, net		1,317			936
Inventories		1,339			1,060
Prepaid expenses and other current assets		170			190

Total current assets		3,305			2,649


Goodwill		1,977			1,984
Property, plant and equipment, net		1,710			1,610
Other non-current assets		607			656

Total	$	7,599		$	6,899


Liabilities and equity
Current liabilities
Short-term debt	$	295		$	241
Current maturities of long-term debt		66			158
Accounts payable and accrued liabilities		2,021			1,978

Total current liabilities		2,382			2,377


Long-term debt, excluding current maturities		3,396			2,649
Postretirement and pension liabilities		1,142			1,159
Other non-current liabilities		499			485
Commitments and contingent liabilities (Note I)

Noncontrolling interests		280			325
Crown Holdings shareholders’ deficit		(100	)		(96	)

Total equity		180			229


Total	$	7,599		$	6,899

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

Crown Holdings, Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Condensed)

(In millions)

(Unaudited)


Nine months ended September 30	2011			2010

Cash flows from operating activities
Net income	$	357		$	372
Adjustments to reconcile net income to net cash provided by / (used for) operating activities:
Depreciation and amortization		132			128
Provision for restructuring		27			41
Asset impairments and sales		(2	)		(18	)
Pension expense		74			83
Pension contributions		(56	)		(43	)
Stock-based compensation		15			17
Changes in assets and liabilities:
Receivables		(419	)		(564	)
Inventories		(299	)		(120	)
Accounts payable and accrued liabilities		(51	)		48
Other, net		88			95

Net cash provided by/(used for) operating activities		(134	)		39


Cash flows from investing activities
Capital expenditures		(273	)		(187	)
Proceeds from sale of property, plant and equipment		25			20
Other		0			3

Net cash used for investing activities		(248	)		(164	)


Cash flows from financing activities
Proceeds from long-term debt		1,421			718
Payments of long-term debt		(1,047	)		(714	)
Net change in revolving credit facility and short-term debt		342			448
Debt issue costs		(17	)		(27	)
Common stock issued		9			6
Common stock repurchased		(212	)		(105	)
Purchase of noncontrolling interests		(48	)		(168	)
Dividends paid to noncontrolling interests		(60	)		(77	)
Other		11			5

Net cash provided by financing activities		399			86


Effect of exchange rate changes on cash and cash equivalents		(1	)		(5	)


Net change in cash and cash equivalents		16			(44	)

Cash and cash equivalents at January 1		463			459


Cash and cash equivalents at September 30	$	479		$	415

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

Crown Holdings, Inc.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY AND COMPREHENSIVE INCOME

(In millions) (Unaudited)


	Crown Holdings, Inc. Shareholders’ Equity
									Accumulated
						Accumulated			Other						Total
	Common		Paid-in			Earnings/			Comprehensive			Treasury			Crown			Noncontrolling
	Stock		Capital			(Deficit)			Loss			Stock			Equity			Interests			Total

Balance at January 1, 2010	$	929	$	1,536		$	(94	)	$	(2,255	)	$	(122	)	$	(6	)	$	389		$	383

Comprehensive income:
Net income							279									279			93			372
Translation adjustments																			(3	)		(3	)
Amortization of net loss and prior service cost included in pension and postretirement cost										50						50						50
Derivatives qualifying as hedges										3						3			(2	)		1

Total comprehensive income																332			88			420


Dividends paid to noncontrolling interests																			(77	)		(77	)
Restricted stock awarded				(3	)								3
Stock-based compensation				17												17						17
Common stock issued				3									3			6						6
Common stock repurchased				(88	)								(17	)		(105	)					(105	)
Purchase of noncontrolling interests				(114	)					9						(105	)		(63	)		(168	)
Sale of business																			(9	)		(9	)


Balance at September 30, 2010	$	929	$	1,351		$	185		$	(2,193	)	$	(133	)	$	139		$	328		$	467


Balance at January 1, 2011	$	929	$	1,231		$	230		$	(2,333	)	$	(153	)	$	(96	)	$	325		$	229

Comprehensive income:
Net income							274									274			83			357
Translation adjustments										(26	)					(26	)		2			(24	)
Amortization of net loss and prior service cost included in pension and postretirement cost										49						49						49
Derivatives qualifying as hedges										(65	)					(65	)		(4	)		(69	)

Total comprehensive income																232			81			313


Dividends paid to noncontrolling interests																			(60	)		(60	)
Contribution from noncontrolling interests																			2			2
Restricted stock awarded				(2	)								2
Stock-based compensation				15												15						15
Common stock issued				6									3			9						9
Common stock repurchased				(186	)								(26	)		(212	)					(212	)
Purchase of noncontrolling interests				(48	)											(48	)		(68	)		(116	)


Balance at September 30, 2011	$	929	$	1,016		$	504		$	(2,375	)	$	(174	)	$	(100	)	$	280		$	180

The accompanying notes are an integral part of these consolidated 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 consolidated subsidiaries (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 for a fair statement of the financial position of Crown Holdings, Inc. as of September 30, 2011 and the results of its operations for the three and nine month periods ended September 30, 2011 and 2010 and of its cash flows for the nine months ended September 30, 2011 and 2010. The results reported in these consolidated financial statements are not necessarily indicative of the results that may be expected for the entire year. These results have been determined on the basis of accounting principles generally accepted in the United States of America (“GAAP”).

Certain information and footnote disclosures normally included in financial statements presented in accordance with GAAP have been condensed or omitted. The year-end condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP. 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, 2010. Certain reclassifications of prior years’ data have been made to conform to the current year presentation.

B.	Stock-Based Compensation

A summary of restricted stock transactions during the nine months ended September 30, 2011 follows:


	Number of shares
Nonvested shares outstanding at January 1, 2011		1,059,481
Awarded:
Time-vesting (grant date fair value of $33.70)		121,940
Performance-based (grant date fair value of $41.69)		196,667
Performance-based – achieved 200% level (grant date fair value of $33.87)		145,278
Released:
Time-vesting shares awarded in 2008 through 2010		(235,313	)
Performance-based shares awarded in 2008		(145,278	)
Performance-based awards – achieved 200% level		(145,278	)

Nonvested shares outstanding at September 30, 2011		997,497

The time-vesting awards vest ratably over three years. The performance-based shares cliff vest at the end of three years based on the results of the market criterion. The number of performance-based shares that will ultimately vest is based on the level of market performance achieved, ranging between 0% and 200% of the shares awarded, and will be settled in stock. The estimated grant-date fair value of each performance-based share was calculated using a Monte Carlo valuation model. At September 30, 2011, unrecognized compensation cost related to unvested restricted stock was $7. The weighted average period over which the expense is expected to be recognized is 1.3 years.

The aggregate market value of the shares released and issued on the vesting dates was $18.

Crown Holdings, Inc.

C.	Inventories

Inventories are stated at the lower of cost or market, with cost for U.S. inventories principally determined under the first-in, first-out (“FIFO”) method. Non-U.S. inventories are principally determined under the average cost method.


	September 30, 2011		December 31, 2010
Finished goods	$	508	$	365
Work in process		179		128
Raw materials and supplies		652		567

	$	1,339	$	1,060

D.	Fair Value Measurements

Under GAAP a framework exists for measuring fair value, providing a three-tier hierarchy of pricing inputs used to report assets and liabilities that are adjusted to fair value. Level 1 includes inputs such as quoted prices which are available in active markets for identical assets or liabilities as of the report date. Level 2 includes inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the report date. Level 3 includes unobservable pricing inputs that are not corroborated by market data or other objective sources. The Company has no items valued using Level 3 inputs other than certain pension plan assets.

The following table sets forth the fair value hierarchy of the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis as of September 30, 2011 and December 31, 2010, respectively.


					Fair value at reporting date using
					Level 1				Level 2
	Sept. 30, 2011		Dec. 31, 2010		Sept. 30, 2011		Dec. 31, 2010		Sept. 30, 2011		Dec. 31, 2010
Assets
Derivative instruments:
Foreign exchange	$	23	$	26					$	23	$	26
Commodities		9		53	$	9	$	53

Total	$	32	$	79	$	9	$	53	$	23	$	26

Liabilities
Derivative instruments:
Foreign exchange	$	32	$	15					$	32	$	15
Commodities		45		1	$	45	$	1

Total	$	77	$	16	$	45	$	1	$	32	$	15

The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of assets and liabilities measured at fair value and their placement within the fair value hierarchy.

The Company applies a market approach to value its commodity price hedge contracts. Prices from observable markets are used to develop the fair value of these financial instruments and they are reported under Level 1. The Company uses an income approach to value its foreign exchange forward contracts. These contracts are valued using a discounted cash flow model that calculates the present value of future cash flows under the terms of the contracts using market information as of the reporting date, such as foreign exchange spot and forward rates, and are reported under Level 2 of the fair value hierarchy.

Refer to Note E for further discussion of the Company’s use of derivative instruments and their fair values.

Crown Holdings, Inc.

E.	Derivative Financial Instruments

In the normal course of business the Company is subject to risk from adverse fluctuations in currency exchange rates, interest rates and commodity prices. The Company manages these risks through a program that includes the use of derivative financial instruments, primarily swaps and forwards. Counterparties to these contracts are major financial institutions. The Company is exposed to credit loss in the event of nonperformance by these counterparties. The Company does not use derivative instruments for trading or speculative purposes.

The Company’s objective in managing exposure to market risk is to limit the impact on earnings and cash flow. The extent to which the Company uses such instruments is dependent upon its access to these contracts in the financial markets and its success using other methods, such as netting exposures in the same currencies to mitigate foreign exchange risk and using sales agreements that permit the pass-through of commodity price and foreign exchange rate risk to customers.

For derivative financial instruments accounted for as hedging instruments, the Company formally designates and documents, at inception, the financial instrument as a hedge of a specific underlying exposure, the risk management objective and the manner in which effectiveness will be assessed. The Company formally assesses, both at inception and at least quarterly thereafter, whether the derivative financial instruments used in hedging transactions are effective in offsetting changes in fair value or cash flows of the related underlying exposures. Any ineffective portion of the change in fair value of the instruments is recognized immediately in earnings.

Cash Flow Hedges

The Company designates certain derivative financial instruments as cash flow hedges. No components of the hedging instruments are excluded from the assessment of hedge effectiveness. Changes in fair value of outstanding derivatives accounted for as cash flow hedges, except any ineffective portion, are recorded in other comprehensive income until earnings are impacted by the hedged transaction. Classification of the gain or loss in the Consolidated Statements of Operations upon release from comprehensive income is the same as that of the underlying exposure. Contracts outstanding at September 30, 2011 mature between one and thirty-five months.

When the Company discontinues hedge accounting because it is no longer probable that an anticipated transaction will occur in the originally specified period, changes to fair value accumulated in other comprehensive income are recognized immediately in earnings.

The Company uses commodity forwards to hedge anticipated purchases of various commodities, including aluminum, fuel oil and natural gas and these exposures are hedged by a central treasury unit.

The Company also designates certain foreign exchange contracts as cash flow hedges of anticipated foreign-currency-denominated sales or purchases. The Company manages these risks at the operating unit level. Often the hedging of foreign currency risk is performed in concert with related commodity price hedges.

The following table sets forth financial information about the impact on Accumulated Other Comprehensive Income (“AOCI”) and earnings from changes in fair value related to derivative instruments accounted for as cash flow hedges.


	Amount of gain/(loss) recognized in AOCI (effective portion)						Amount of gain/(loss) reclassified from AOCI into earnings
Derivatives in cash flow hedges	Quarter ended Sept. 30, 2011			Nine months ended Sept. 30, 2011			Quarter ended Sept. 30, 2011			Nine months ended Sept. 30, 2011

Foreign exchange contracts	$	(1	)	$	(5	)	$	(2	)	$	(3	)⁽¹⁾
Commodity contracts		(41	)		(41	)		6			22	⁽²⁾

Total	$	(42	)	$	(46	)	$	4		$	19

Crown Holdings, Inc.


	Amount of gain/(loss) recognized in AOCI (effective portion)					Amount of gain/(loss) reclassified from AOCI into earnings
Derivatives in cash flow hedges	Quarter ended Sept. 30, 2010			Nine months ended Sept. 30, 2010		Quarter ended Sept. 30, 2010			Nine months ended Sept. 30, 2010

Cross-currency swap	$	(28	)	$	11	$	(27	)	$	14	⁽³⁾
Foreign exchange contracts		(4	)		1					3	⁽⁴⁾
Commodity contracts		24			12		(2	)		4	⁽⁵⁾

Total	$	(8	)	$	24	$	(29	)	$	21

(1)	Within the Statement of Operations for the three months ended September 30, 2011, $1 was credited to cost of products sold and $3 was charged to net sales. During the nine months ended September 30, 2011, $2 was charged to net sales and $1 was charged to cost of products sold.

(2)	Within the Statement of Operations for the three months ended September 30, 2011, $8 was credited to cost of products sold and $2 was charged to income tax expense. During the nine months ended September 30, 2011, $30 was credited to cost of products sold and $8 was charged to income tax expense.

(3)	Within the Statement of Operations for the three months ended September 30, 2010, $27 was charged to translation and foreign exchange. During the nine months ended September 30, 2010, $14 was credited to translation and foreign exchange.

(4)	Within the Statement of Operations for the three months ended September 30, 2010, $1 was charged to net sales and $1 was credited to cost of products sold. During the nine months ended September 30, 2010, $1 was credited to net sales and $2 was credited to cost of products sold.

(5)	Within the Statement of Operations for the three and nine months ended September 30, 2010 $2 was charged to income tax expense and for the nine months ended September 30, 2010, $6 was credited to cost of products sold.

For the twelve month period ending September 30, 2012, a net loss of $29 ($23, net of tax) is expected to be reclassified to earnings. No amounts were reclassified during the three and nine months ended September 30, 2011 and 2010 in connection with anticipated transactions that were no longer considered probable and the ineffective portion recorded in earnings was less than $1.

Fair Value Hedges and Contracts Not Designated as Hedges

The Company designates certain derivative financial instruments as fair value hedges of recognized foreign-denominated assets and liabilities, generally trade accounts receivable and payable and unrecognized firm commitments. The notional values and maturity dates of the derivative instruments coincide with those of the hedged items. Changes in fair value of the derivative financial instruments, excluding time value, are offset by changes in fair value of the related hedged items. Other than for firm commitments, amounts related to time value are excluded from the assessment and measurement of hedge effectiveness and are reported in earnings. Less than $1 was reported in earnings for the nine months ended September 30, 2011.

Certain derivative financial instruments, including foreign exchange contracts related to intercompany debt, were not designated or did not qualify for hedge accounting; however, they are effective economic hedges as the changes in their fair value, except for time value, are offset by changes in remeasurement of the related hedged items. The Company’s primary use of these derivative instruments is to offset the earnings impact that fluctuations in foreign exchange rates have on certain monetary assets and liabilities denominated in nonfunctional currencies. Changes in fair value of these derivative instruments are immediately recognized in earnings as foreign exchange adjustments.

Crown Holdings, Inc.

The impact on earnings from foreign exchange contracts designated as fair value hedges was a loss of $4 for the three months ended September 30, 2011 and gains of $10 and $2 for the three and nine months ended September 30, 2010. The impact on earnings from foreign exchange contracts not designated as hedges were losses of $25 and $6 for the three and nine months ended September 30, 2011 and a loss of $8 and a gain of $17 for the same periods in 2010. These adjustments were reported within translation and foreign exchange in the Consolidated Statements of Operations and were offset by changes in the fair values of the related hedged items.

The fair values of outstanding derivative instruments in the Consolidated Balance Sheets at September 30, 2011 and December 31, 2010 were:


Derivative Assets	Balance Sheet Classification	September 30,		December 31,
		2011		2010
Derivatives designated as hedges:
Foreign exchange contracts	Other current assets	$	9	$	12
Commodity contracts	Other current assets		8		40
Commodity contracts	Other non-current assets		1		13

Derivatives not designated as hedges:
Foreign exchange contracts	Other current assets		14		14

	Total	$	32	$	79


Derivative Liabilities	Balance Sheet Classification
Derivatives designated as hedges:

Foreign exchange contracts	Accounts payable and accrued liabilities	$	9	$	12
Commodity contracts	Accounts payable and accrued liabilities		36		1
Commodity contracts	Other non-current liabilities		9		0

Derivatives not designated as hedges:
Foreign exchange contracts	Accounts payable and accrued liabilities		23		3

	Total	$	77	$	16

The aggregate U.S. dollar-equivalent notional values of outstanding derivative instruments in the Consolidated Balance Sheets at September 30, 2011 and December 31, 2010 were:


	September 30, 2011		December 31, 2010
Derivatives in cash flow hedges:
Foreign exchange	$	422	$	751
Commodities		465		326

Derivatives in fair value hedges:
Foreign exchange		157		256

Derivatives not designated as hedges:
Foreign exchange		710		827

Crown Holdings, Inc.

F.	Restructuring

During the first nine months of 2011, the Company recorded a pre-tax charge of $27 for restructuring costs, including $20 related to the relocation of the Company’s European Division headquarters and management to Switzerland, $4 related to severance costs in the Company’s European Specialty Packaging segment and $3 related to prior restructuring actions in the Company’s North America Food segment.

During the first nine months of 2010, the Company recorded a pre-tax charge of $41 for restructuring costs, including $25 related to plant closures in the Company’s North America Food segment and $16 related to the relocation of the Company’s European Division headquarters and management to Switzerland.

European Division Headquarters

During the first nine months of 2010, the Company recorded a pre-tax charge of $16 related to the relocation of its European Division headquarters and management to Switzerland in order to benefit from a more centralized management location and increased efficiencies.

During the first nine months of 2011, the Company recorded a pre-tax charge of $20 related to the relocation of which $19 represents the estimated employee compensation costs resulting from an intercompany payment related to the relocation. The Company expects to pay these costs over the next four years. As of September 30, 2011, the Company incurred costs of $34 which are expected to be the total costs related to the relocation.

The following table summarizes the restructuring accrual balances and utilization by cost type for the relocation:


	Termination benefits			Other exit costs			Asset writedowns		Total

Balance at January 1, 2010	$	0		$	0		$	0	$	0
Provisions		13			3			0		16
Payments made		(0	)		(1	)		0		(1	)

Balance at September 30, 2010	$	13		$	2		$	0	$	15


	Termination benefits			Other exit costs			Asset writedowns		Total

Balance at January 1, 2011	$	8		$	2		$	0	$	10
Provisions		1			19			0		20
Payments made		(3	)		(2	)		0		(5	)

Balance at September 30, 2011	$	6		$	19		$	0	$	25

North America Food

In 2010 and 2009, the Company closed certain Canadian food can plants in an effort to reduce costs through consolidation of its U.S. and Canadian operations. The actions resulted in headcount reductions of approximately 400 and are expected to be completed in 2011.

During the first nine months of 2011, the Company recorded a pre-tax charge of $3 related to the closures. As of September 30, 2011, the Company incurred total costs of $55 and expects to incur future additional charges of approximately $1 for strip and clean costs and may incur future additional charges for pension settlements of approximately $40 when the Company receives regulatory approval and settles the obligations. The Company expects the total cash cost related to the pension settlements to be approximately $15.

Crown Holdings, Inc.

The following table summarizes the restructuring accrual balances and utilization by cost type for these actions:


	Termination benefits			Other exit costs			Asset writedowns			Total

Balance at January 1, 2010	$	6		$	0		$	0		$	6
Provision		10			5			10			25
Payments		(4	)		(5	)		0			(9	)
Reclassified to other accounts		(5	)		0			(10	)		(15	)

Balance at September 30, 2010	$	7		$	0		$	0		$	7


Balance at January 1, 2011	$	3		$	0		$	0		$	3
Provisions		1			2			0			3
Payments made		(2	)		(2	)		0			(4	)

Balance at September 30, 2011	$	2		$	0		$	0		$	2

European Food

In 2009, the Company initiated a restructuring as part of ongoing cost reduction efforts in its European Food segment. The restructuring resulted in a headcount reduction of approximately 160 and is expected to be completed in 2011. The Company incurred total costs of $14 which are expected to be the total costs related to the restructuring.

The following table summarizes the restructuring accrual balances and utilization by cost type for this action:


	Termination benefits			Other exit costs		Asset writedowns		Total

Balance at January 1, 2010	$	14		$	0	$	0	$	14
Payments made		(6	)		0		0		(6	)

Balance at September 30, 2010	$	8		$	0	$	0	$	8


Balance at January 1, 2011	$	8		$	0	$	0	$	8
Payments made		(3	)		0		0		(3	)

Balance at September 30, 2011	$	5		$	0	$	0	$	5

Other

In 2009, the Company initiated a restructuring as part of ongoing cost reduction efforts primarily in its European Specialty Packaging segment. The restructuring resulted in a headcount reduction of approximately 90 and is expected to be completed in 2011. The Company incurred costs of $5 which are expected to be the total costs related to the restructuring.

During the first nine months of 2011, the Company initiated a restructuring as part of ongoing cost reduction efforts in its European Specialty Packaging segment. The restructuring resulted in a headcount reduction of approximately 32 and is expected to be completed in 2011. The Company incurred costs of $4 which are expected to be the total costs related to the restructuring.

Crown Holdings, Inc.

The following table summarizes the restructuring accrual balances and utilization by cost type for these actions:


	Termination benefits			Other exit costs		Asset writedowns		Total

Balance at January 1, 2010	$	5		$	0	$	0	$	5
Payments made		(3	)		0		0		(3	)

Balance at September 30, 2010	$	2		$	0	$	0	$	2


Balance at January 1, 2011	$	2		$	0	$	0	$	2
Provisions		4			0		0		4
Payments made		(1	)		0		0		(1	)

Balance at September 30, 2011	$	5		$	0	$	0	$	5

Debt

In January 2011, the Company sold $700 principal amount of 6.25% senior notes due 2021. The notes were issued at par by Crown Americas LLC and Crown Americas Capital Corp. III, each a subsidiary of the Company, and are unconditionally guaranteed by the Company and substantially all of its U.S. subsidiaries. The Company paid $11 in bond issue costs that will be amortized over the term of the debt. In addition, concurrently with the offering of the notes, the Company retired all of its $600 outstanding 7.75% senior notes due 2015. The Company recorded a loss from early extinguishment of debt of $30 including $25 for premiums paid and $5 for the write off of deferred financing fees.

In June 2011, the Company amended its existing senior secured credit facilities to add a $200 term loan facility and a €274 ($367 at September 30, 2011) term loan facility, each of which will mature in June 2016 and bear interest at LIBOR or EURIBOR plus 1.75%. The Company paid $6 in issuance costs that will be amortized over the term of the facilities The Company used borrowings under the facilities to repay its existing $147 and €108 ($159) term loans, which were scheduled to mature in November 2012, and to redeem all €83 ($121) of its outstanding 6.25% first priority senior secured notes due September 2011 and to pay accrued interest and related fees. The Company recorded a loss from early extinguishment of debt of $2.

Crown Holdings, Inc.

The Company’s outstanding debt at September 30, 2011 and December 31, 2010 was as follows.


	September 30 2011			December 31 2010

Short-term debt	$	295		$	241

Long-term debt
Senior secured borrowings:
Revolving credit facilities	$	472		$	184
Term loan facilities
U.S. dollar at LIBOR plus 1.75% due 2012		0			147
Euro at EURIBOR plus 1.75% due 2012		0			145
U.S. dollar at LIBOR plus 1.75% due 2016		200			0
Euro (€274 at September 30, 2011) at EURIBOR plus 1.75% due 2016		367			0
Euro 6.25% first priority notes due 2011		0			112

Senior notes and debentures:
U.S. dollar 7.75% due 2015		0			600
U.S. dollar 7.625% due 2017		400			400
Euro (€500 at September 30, 2011) 7.125% due 2018		670			669
U.S. dollar 6.25% due 2021		700			0
U.S. dollar 7.375% due 2026		350			350
U.S. dollar 7.50% due 2096		64			64
Other indebtedness in various currencies		250			148
Unamortized discounts		(11	)		(12	)

Total long-term debt		3,462			2,807
Less: current maturities		(66	)		(158	)

Total long-term debt, less current maturities	$	3,396		$	2,649

The estimated fair value of the Company’s long-term borrowings, based on quoted market prices for the same or similar issues, was $3,323 at September 30, 2011.

H.	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 assets and was later merged into Crown Cork.

Prior to 1998, amounts paid to asbestos claimants were covered by a fund made available to Crown Cork under a 1985 settlement with carriers insuring Crown Cork through 1976, when Crown Cork became self-insured. The fund was depleted in 1998 and the Company has no remaining coverage for asbestos-related costs.

During 2010 and 2011, the states of Alabama, Nebraska, South Dakota and Wyoming enacted legislation that limits asbestos-related liabilities under state 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.

Similar legislation was enacted in Florida, Georgia, Indiana, Mississippi, North Dakota, Ohio, Oklahoma, South Carolina and Wisconsin in recent years. The legislation, which applies to future and, with the exception of Georgia, South Carolina and South Dakota, pending claims, 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 adjusted for inflation. Crown Cork has integrated 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.

Crown Holdings, Inc.

In June 2003, the State of Texas enacted legislation that limits the asbestos-related liabilities in Texas courts 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 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 22, 2010, the Texas Supreme Court, in a 6-2 decision, reversed a lower court decision, Barbara Robinson v. Crown Cork & Seal Company, Inc., No. 14-04-00658-CV, Fourteenth Court of Appeals, Texas, which had upheld the dismissal of an asbestos-related case against Crown Cork. The Texas Supreme Court held that the Texas legislation was unconstitutional under the Texas Constitution when applied to asbestos-related claims pending against Crown Cork when the legislation was enacted in June of 2003. In 2010, the Company recorded a pre-tax charge of $15 including estimated legal fees to increase its accrual for asbestos related costs for claims pending in Texas on June 11, 2003. The Company believes that the decision of the Texas Supreme Court is limited to retroactive application of the Texas legislation to asbestos-related cases that were pending against Crown Cork in Texas on June 11, 2003 and therefore continues to assign no value to claims filed after June 11, 2003.

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 paid significantly more for asbestos-related claims than the acquired company’s adjusted asset value. In November 2004, the legislation was amended to address a Pennsylvania Supreme Court decision (Ieropoli v. AC&S Corporation, et. al., No. 117 EM 2002) which held that the statute violated the Pennsylvania Constitution due to retroactive application. The Company cautions that the limitations of the statute, as amended, are subject to litigation and may not be upheld. Adverse rulings in cases challenging the constitutionality of the Pennsylvania statute could have a material impact on the Company.

During the nine months ended September 30, 2011, the Company paid $14 to settle outstanding claims and had claims activity as follows:


Beginning claims	50,000
New claims	2,000
Settlements or dismissals	(2,000	)

Ending claims	50,000

As of December 31, the Company’s outstanding claims by year of exposure and state filed were:


	2010		2009
Claimants alleging first exposure after 1964		15,000		15,000
Claimants alleging first exposure before or during 1964 filed in:
Texas		12,000		12,000
Pennsylvania		2,000		2,000
Other states that have enacted asbestos legislation		6,000		6,000
Other states		15,000		15,000

Total claims outstanding		50,000		50,000

The outstanding claims in each period exclude 3,100 pending claims involving plaintiffs who allege that they are, or were, maritime workers subject to exposure to asbestos, but whose claims the Company believes will not have a material effect on the Company’s consolidated results of operations, financial position or cash flow. The outstanding claims also exclude approximately 19,000 inactive claims. Due to the passage of time, the Company considers it unlikely that the plaintiffs in these cases will pursue further action against the Company. The exclusion of these inactive claims had no effect on the calculation of the Company’s accrual as the claims were filed in states, as described above, where the Company’s liability is limited by statute.

Historically (1977-2010), 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.

Crown Holdings, Inc.

With respect to claimants alleging first exposure to asbestos before or during 1964, the Company does not include in its accrual any amounts for settlements in states where the Company’s liability is limited by statute except for certain pending claims in Texas as described earlier.

With respect to post-1964 claims, regardless of the existence of asbestos legislation, the Company does not include in its accrual any amounts for settlement of these claims because of increased difficulty of establishing identification of relevant insulation products as the cause of injury. Given our settlement experience with post-1964 claims, we do not believe that an adverse ruling in the Texas or Pennsylvania asbestos litigation cases, or in any other state that has enacted asbestos legislation, would have a material impact on the Company with respect to such claims.

As of December 31, the percentage of outstanding claims related to claimants alleging serious diseases (primarily mesothelioma and other malignancies) were as follows:


	2010			2009			2008
Total claims		18	%		16	%		15	%
Pre-1964 claims in states without asbestos legislation		31	%		29	%		25	%

Crown Cork has entered into arrangements with plaintiffs’ counsel in certain jurisdictions with respect to claims which are not yet filed, or asserted, against us. However, Crown Cork expects claims under these arrangements to be filed or asserted against Crown Cork in the future. The projected value of these claims is included in the Company’s estimated liability as of September 30, 2011.

As of September 30, 2011, the Company’s accrual for pending and future asbestos-related claims and related legal costs was $235, including $186 for unasserted claims. The Company’s accrual includes estimated probable costs for claims through the year 2020. The Company’s accrual excludes potential costs for claims beyond 2020 because the Company believes that the key assumptions underlying its accrual are subject to greater uncertainty as the projection period lengthens.

It is reasonably possible that the actual loss could be in excess of the Company’s accrual. However, the Company is unable to estimate the reasonably possible loss in excess of its accrual due to uncertainty in the following assumptions that underlie the Company’s accrual and the possibility of losses in excess of such accrual: the amount of damages sought by the claimant (which was not specified for approximately 96% of the claims outstanding at the end of 2010), the Company and claimant’s willingness to negotiate a settlement, the terms of settlements of other defendants with asbestos-related liabilities, the bankruptcy filings of other defendants (which may result in additional claims and higher settlements for non-bankrupt defendants), the nature of pending and future claims (including the seriousness of alleged disease, whether claimants allege first exposure to asbestos before or during 1964 and the claimant’s ability to demonstrate the alleged link to Crown Cork), the volatility of the litigation environment, the defense strategies available to the Company, the level of future claims, the rate of receipt of claims, the jurisdiction in which claims are filed, and the effect of state asbestos legislation (including the validity and applicability of the Pennsylvania legislation to non-Pennsylvania jurisdictions, where the substantial majority of the Company’s asbestos cases are filed).

I.	Commitments and Contingent Liabilities

The Company, along with others in most cases, has been identified by the EPA or a comparable state environmental agency as a Potentially Responsible Party (“PRP”) at a number of sites and has recorded aggregate accruals of $6 for its share of estimated future remediation costs at these sites. The Company has been identified as having either directly or indirectly disposed of commercial or industrial waste at the sites subject to the accrual, and where appropriate and supported by available information, generally has agreed to be responsible for a percentage of future remediation costs based on an estimated volume of materials disposed in proportion to the total materials disposed at each site. The Company has not had monetary sanctions imposed nor has the Company been notified of any potential monetary sanctions at any of the sites.

Crown Holdings, Inc.

The Company has also recorded aggregate accruals of $9 for remediation activities at various worldwide locations that are owned by the Company and for which the Company is not a member of a PRP group. Although the Company believes its accruals are adequate to cover its portion of future remediation costs, there can be no assurance that the ultimate payments will not exceed the amount of the Company’s accruals and will not have a material effect on its results of operations, financial position and cash flow. Any possible loss or range of potential loss that may be incurred in excess of the recorded accruals cannot be estimated.

In August 2010, the Spanish National Antitrust Commission issued a Proposal for Resolution (Propuesta de Resolución) alleging that Crown European Holdings SA, a wholly-owned subsidiary of the Company, and one of its subsidiaries violated Spanish and European competition law by coordinating certain commercial terms and exchanging information with competitors in Spain. In May 2011, the Antitrust Commission concluded that there was no violation and closed the investigation without rendering a formal decision. There can be no assurance that the Antitrust Commission will not re-open its investigation against the Company’s subsidiary in the event new facts or other circumstances justify a new investigation.

In July 2010, a subsidiary of the Company became aware of an investigation by the Netherlands Competition Authority in relation to competition law matters. In April 2011, the Netherlands Competition Authority terminated its investigation having found no evidence to support any charges against the Company’s subsidiary. There can be no assurance that the Netherlands Competition Authority will not re-open its investigation against the Company’s subsidiary in the event new facts or other circumstances justify a new investigation.

The Company’s Italian subsidiaries have received or expect to receive assessments for value added taxes and related income taxes from the Italian tax authorities resulting from certain third party suppliers’ failures to remit required value added tax payments due by those suppliers under Italian law with respect to purchases for resale to the Company. The assessments cover tax periods 2004 and 2005 and additional assessments are expected to cover periods 2006 through 2009. The expected total assessments resulting from these third party suppliers failing to remit the tax payments are approximately €40 ($54 at September 30, 2011) plus any applicable interest and penalties. The Company intends to dispute these assessments and believes that, if necessary, it should be able to successfully demonstrate in the Italian courts that it has no additional liability for the asserted taxes. While the Company intends to dispute the assessments, there can be no assurance that it will be successful in such disputes or regarding the final amount of additional taxes, if any, payable to the Italian tax authorities.

The Company and its subsidiaries are also subject to various other lawsuits and claims with respect to labor, environmental, securities, vendor and other matters arising out of the Company’s 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 Company’s consolidated results of operations, financial position or cash flow.

The Company has various commitments to purchase materials, supplies and utilities as part of the ordinary conduct of business. The Company’s basic raw materials for its products are steel and aluminum, both 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 assurance, 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.

In January 2010, the Company received a net one time payment of $20 as part of an overall resolution of a long-time dispute unrelated to the Company’s ongoing operations and recorded as a gain in the first quarter of 2010 within selling and administrative expense.

Crown Holdings, Inc.

At September 30, 2011, the Company was party to certain indemnification agreements covering environmental remediation, lease payments and other potential costs associated with properties sold or businesses divested. For agreements with defined liability limits the maximum potential amount of future liability was $13. The Company accrues for costs related to these items when it is probable that a liability has been incurred and the amount can be reasonably estimated. At September 30, 2011, the Company also had guarantees of $16 related to the residual values of leased assets.

J.	Earnings Per Share

The following table summarizes the computations of basic and diluted earnings per share attributable to Crown Holdings for the periods ended September 30, 2011 and 2010, respectively:


	Three Months Ended September 30				Nine Months Ended September 30
	2011		2010		2011		2010

Net income attributable to Crown Holdings	$	129	$	126	$	274	$	279

Weighted average shares outstanding:
Basic		150.1		159.2		152.3		160.3
Add: dilutive stock options and restricted stock		2.6		2.5		2.8		2.4

Diluted		152.7		161.7		155.1		162.7


Basic earnings per share	$	0.86	$	0.79	$	1.80	$	1.74

Diluted earnings per share	$	0.84	$	0.78	$	1.77	$	1.71

For the nine months ended September 30, 2010, 2.3 million contingently issuable common shares were excluded from the computation of diluted earnings per share because the effect would have been antidilutive. An immaterial amount of antidilutive shares was excluded from the computation in the other periods presented.

K.	Pension and Other Postretirement Benefits

The components of net periodic pension and other postretirement benefits costs for the three and nine months ended September 30 were as follows:


	Three Months Ended September 30						Nine Months Ended September 30
Pension Benefits – U.S. Plans	2011			2010			2011			2010

Service cost	$	3		$	3		$	9		$	7
Interest cost		18			18			54			54
Expected return on plan assets		(20	)		(20	)		(60	)		(60	)
Recognized prior service cost		1						2			1
Recognized net loss		12			16			36			50

Net periodic cost	$	14		$	17		$	41		$	52


	Three Months Ended September 30						Nine Months Ended September 30
Pension Benefits – Non-U.S. Plans	2011			2010			2011			2010

Service cost	$	7		$	7		$	19		$	20
Interest cost		42			39			121			115
Expected return on plan assets		(50	)		(45	)		(147	)		(133	)
Recognized prior service (credit)/cost		0			(2	)		1			(4	)
Recognized net loss		12			10			39			33
Curtailment		0			0			0			5

Net periodic cost	$	11		$	9		$	33		$	36

Crown Holdings, Inc.


	Three Months Ended September 30						Nine Months Ended September 30
Other Postretirement Benefits	2011			2010			2011			2010

Service cost	$	1		$	2		$	6		$	6
Interest cost		5			7			16			22
Recognized prior service credit		(8	)		(5	)		(25	)		(16	)
Recognized net loss		3						10			5

Net periodic cost	$	1		$	4		$	7		$	17

L.	Accelerated Share Repurchase

In December 2010, the Company entered into an agreement to purchase shares of its common stock under an accelerated share repurchase program. Pursuant to the agreement, the Company initially purchased 4,354,838 shares for $150. The purchase price of these shares was subject to an adjustment based on the Company’s volume-weighted average stock price during the term of the transaction. The purchase price adjustment was settled in April, 2011 and resulted in an additional cash payment of $6.

In May 2011, the Company entered into an agreement to purchase shares of its common stock under an accelerated share repurchase program. Pursuant to the agreement, the Company purchased 5,018,701 shares for $200.

M.	Income Taxes

The provision for income taxes differs from the amount of income tax determined by applying the U.S. statutory federal income tax rate to pre-tax income as a result of the following items:


	Three Months Ended September 30						Nine Months Ended September 30
	2011			2010			2011			2010

U.S. statutory rate at 35%	$	86		$	73		$	188		$	180
Tax on foreign income		(9	)		(18	)		(44	)		(42	)
Valuation allowance		(13	)		(10	)		(1	)		(3	)
Nontaxable settlement of legal dispute		0			0			0			(7	)
Tax law changes		28			2			25			10
Other items, net		(5	)		0			14			5

Income tax provision	$	87		$	47		$	182		$	143

The other items caption for the nine months ended September 30, 2011 includes $20 of increase due to tax charges in connection with the relocation of the Company’s European headquarters and management to Switzerland, partially offset by other net differences.

N.	Segment Information

The Company evaluates performance and allocates resources based on segment income. Segment income, which is not a defined term under GAAP, is defined by the Company as gross profit less selling and administrative expenses. Segment income should not be considered in isolation or as a substitute for net income data prepared in accordance with GAAP and may not be comparable to calculations of similarly titled measures by other companies. Transactions between operating segments are not material.

Crown Holdings, Inc.

The tables below present information about operating segments for the three and nine months ended September 30, 2011 and 2010:


	External Sales				External Sales
	Three Months Ended September 30				Nine Months Ended September 30
	2011		2010		2011		2010

Americas Beverage	$	594	$	547	$	1,697	$	1,576
North America Food		271		275		676		686
European Beverage		451		411		1,291		1,164
European Food		623		558		1,554		1,383
European Specialty Packaging		122		108		341		296

Total reportable segments		2,061		1,899		5,559		5,105

Non-reportable segments		362		306		1,027		887

Total	$	2,423	$	2,205	$	6,586	$	5,992

The primary sources of revenue included in non-reportable segments are the Company’s aerosol can businesses in North America, Europe and Thailand, the Company’s beverage can businesses in Cambodia, China, Malaysia, Singapore, Thailand and Vietnam and the Company’s food can and closures business in Thailand.


	Intersegment Sales				Intersegment Sales
	Three Months Ended September 30				Nine Months Ended September 30
	2011		2010		2011		2010

Americas Beverage	$	19	$	25	$	61	$	62
North America Food		6		4		12		7
European Beverage		0		0		1		0
European Food		27		23		89		60
European Specialty Packaging		16		14		53		40

Total reportable segments		68		66		216		169

Non-reportable segments		24		22		62		45

Total	$	92	$	88	$	278	$	214

Intersegment sales primarily include sales of ends and components used to manufacture cans, such as printed and coated metal, as well as parts and equipment used in the manufacturing process.


	Segment Income				Segment Income
	Three Months Ended September 30				Nine Months Ended September 30
	2011		2010		2011		2010

Americas Beverage	$	77	$	74	$	217	$	204
North America Food		49		42		115		91
European Beverage		61		70		176		197
European Food		87		83		202		182
European Specialty Packaging		11		12		30		23

Total reportable segments	$	285	$	281	$	740	$	697

Crown Holdings, Inc.

A reconciliation of segment income of reportable segments to income before income taxes and equity earnings for the three and nine months ended September 30, 2011 and 2010 follows:


	Segment Income						Segment Income
	Three Months Ended September 30						Nine Months Ended September 30
	2011			2010			2011			2010

Segment income of reportable segments	$	285		$	281		$	740		$	697
Segment income of non-reportable segments		62			57			174			149
Corporate and unallocated items		(47	)		(43	)		(153	)		(140	)
Provision for asbestos		0			(15	)		0			(15	)
Provision for restructuring		(2	)		(17	)		(27	)		(41	)
Asset impairments and sales		2			11			2			18
Loss from early extinguishments of debt		0			(16	)		(32	)		(16	)
Interest expense		(58	)		(55	)		(174	)		(147	)
Interest income		2			3			8			6
Translation and foreign exchange		1			2			0			4

Income before income taxes and equity earnings	$	245		$	208		$	538		$	515

For the three and nine months ended September 30, 2011, intercompany profit of $2 and $4 related to non-reportable segments was eliminated within the segment income of non-reportable segments. For the three and nine months ended September 30, 2010, the intercompany profit elimination was less than $1.

“Corporate and unallocated items” includes corporate and division administrative costs, technology costs, and unallocated items such as the U.S. and U.K. pension plan costs.

O.	Subsequent Event

In October 2011, the Company’s beverage can plant in Thailand was shut down due to damage caused by severe flooding. The Company has also temporarily suspended operations at its food and aerosol plants in the Bangkok region. The Company expects that operations at the beverage can plant could be suspended for as long as twelve months. The Company is currently evaluating the extent of the damage at the beverage can plant and insurance coverage to assess the impact on the Company’s operations and consolidated financial statements. As of September 30, 2011, the net carrying value of property, plant and equipment at the beverage can plant was $29 and inventory was $14. For the nine months ended September 30, 2011, the Company’s beverage can sales from this plant were $42.

Crown Holdings, Inc.

P.	Condensed Combining Financial Information

Crown European Holdings SA (Issuer), a 100% owned subsidiary of the Company, has €500 ($670 at September 30, 2011) principal amount of 7.125% senior notes due 2018 outstanding that are fully and unconditionally guaranteed by Crown Holdings, Inc. (Parent) and certain subsidiaries. The guarantors are 100% owned by the Company and the guarantees are made on a joint and several basis. The guarantor column includes financial information for all subsidiaries in the United States (except for an insurance subsidiary and a receivable securitization subsidiary), substantially all subsidiaries in Belgium, Canada, France, Germany, Mexico, Switzerland and the United Kingdom, and a subsidiary in the Netherlands. The following condensed combining financial statements:

•

statements of operations for the three and nine months ended September 30, 2011 and 2010,

•

balance sheets as of September 30, 2011 and December 31, 2010, and

•

statements of cash flows for the nine months ended September 30, 2011 and 2010

are presented on the following pages to comply with the Company’s requirements under Rule 3-10 of Regulation S-X.

CONDENSED COMBINING STATEMENT OF OPERATIONS

For the three months ended September 30, 2011

(in millions)


	Parent		Issuer			Guarantors			Non- Guarantors			Eliminations			Total Company

Net sales						$	1,326		$	1,097					$	2,423
Cost of products sold, excluding depreciation and amortization							1,077			903						1,980
Depreciation and amortization							21			26						47


Gross profit							228			168						396


Selling and administrative expense			$	(1	)		73			24						96
Provision for restructuring							2			0						2
Asset impairments and sales							(2	)								(2	)
Net interest expense				20			24			12						56
Technology royalty							(10	)		10
Translation and foreign exchange							(1	)								(1	)


Income/(loss) before income taxes				(19	)		142			122						245
Provision for income taxes							60			27						87
Equity earnings in affiliates	$	129		100			47					$	(275	)		1


Net income		129		81			129			95			(275	)		159
Net income attributable to noncontrolling interests										(30	)					(30	)

Net income attributable to Crown Holdings	$	129	$	81		$	129		$	65		$	(275	)	$	129

Crown Holdings, Inc.

CONDENSED COMBINING STATEMENT OF OPERATIONS

For the three months ended September 30, 2010

(in millions)


	Parent		Issuer			Guarantors			Non- Guarantors			Eliminations			Total Company

Net sales						$	1,256		$	949					$	2,205
Cost of products sold, excluding depreciation and amortization			$	(4	)		1,027			765						1,788
Depreciation and amortization							21			19						40


Gross profit				4			208			165						377


Selling and administrative expense							62			20						82
Provision for asbestos							15									15
Provision for restructuring							17									17
Asset impairments and sales				(1	)		(12	)		2						(11	)
Loss from early extinguishment of debt				5			11									16
Net interest expense				14			34			4						52
Technology royalty							(11	)		11
Translation and foreign exchange										(2	)					(2	)


Income/(loss) before income taxes				(14	)		92			130						208
Provision for income taxes							10			37						47
Equity earnings in affiliates	$	126		92			44					$	(262	)


Net income		126		78			126			93			(262	)		161
Net income attributable to noncontrolling interests										(35	)					(35	)

Net income attributable to Crown Holdings	$	126	$	78		$	126		$	58		$	(262	)	$	126

Crown Holdings, Inc.

CONDENSED COMBINING STATEMENT OF OPERATIONS

For the nine months ended September 30, 2011

(in millions)


	Parent		Issuer			Guarantors			Non- Guarantors			Eliminations			Total Company

Net sales						$	3,675		$	2,911					$	6,586
Cost of products sold, excluding depreciation and amortization			$	(1	)		3,018			2,378						5,395
Depreciation and amortization							61			71						132


Gross profit				1			596			462						1,059


Selling and administrative expense				(2	)		230			70						298
Provision for restructuring							27			0						27
Asset impairments and sales							(184	)				$	182			(2	)
Loss from early extinguishment of debt				2			30									32
Net interest expense				59			79			28						166
Technology royalty							(25	)		25
Translation and foreign exchange							(1	)		1


Income/(loss) before income taxes				(58	)		440			338			(182	)		538
Provision for income taxes				1			99			82						182
Equity earnings/(loss) in affiliates	$	274		239			(67	)					(445	)		1


Net income		274		180			274			256			(627	)		357
Net income attributable to noncontrolling interests										(83	)					(83	)

Net income attributable to Crown Holdings	$	274	$	180		$	274		$	173		$	(627	)	$	274

Crown Holdings, Inc.

CONDENSED COMBINING STATEMENT OF OPERATIONS

For the nine months ended September 30, 2010

(in millions)


	Parent		Issuer			Guarantors			Non- Guarantors			Eliminations			Total Company

Net sales						$	3,464		$	2,528					$	5,992
Cost of products sold, excluding depreciation and amortization			$	(10	)		2,878			2,034						4,902
Depreciation and amortization							66			62						128


Gross profit				10			520			432						962


Selling and administrative expense				(1	)		183			74						256
Provision for asbestos							15									15
Provision for restructuring							41									41
Asset impairments and sales							(14	)		(4	)					(18	)
Loss from early extinguishment of debt				5			11									16
Net interest expense				18			112			11						141
Technology royalty							(27	)		27
Translation and foreign exchange							(2	)		(2	)					(4	)


Income/(loss) before income taxes				(12	)		201			326						515
Provision for income taxes							69			74						143
Equity earnings in affiliates	$	279		199			147					$	(625	)


Net income		279		187			279			252			(625	)		372
Net income attributable to noncontrolling interests										(93	)					(93	)

Net income attributable to Crown Holdings	$	279	$	187		$	279		$	159		$	(625	)	$	279

Crown Holdings, Inc.

CONDENSED COMBINING BALANCE SHEET

As of September 30, 2011

(in millions)


	Parent			Issuer		Guarantors			Non- Guarantors		Eliminations			Total Company
Assets
Current assets
Cash and cash equivalents						$	56		$	423				$	479
Receivables, net				$	29		400			888					1,317
Intercompany receivables					2		69			18	$	(89	)
Inventories							697			642					1,339
Prepaid expenses and other current assets					3		144			23					170

Total current assets					34		1,366			1,994		(89	)		3,305


Intercompany debt receivables					1,257		3,270			265		(4,792	)
Investments	$	493			3,178		(586	)				(3,085	)
Goodwill							1,404			573					1,977
Property, plant and equipment, net							595			1,115					1,710
Other non-current assets					15		543			49					607

Total	$	493		$	4,484	$	6,592		$	3,996	$	(7,966	)	$	7,599


Liabilities and equity
Current liabilities
Short-term debt				$	19	$	34		$	242				$	295
Current maturities of long-term debt							1			65					66
Accounts payable and accrued liabilities	$	18			9		1,222			772					2,021
Intercompany payables							18			71	$	(89	)

Total current liabilities		18			28		1,275			1,150		(89	)		2,382


Long-term debt, excluding current maturities					1,118		2,096			182					3,396
Long-term intercompany debt		575			2,108		1,271			838		(4,792	)
Postretirement and pension liabilities							1,124			18					1,142
Other non-current liabilities							335			164					499
Commitments and contingent liabilities

Noncontrolling interests							(2	)		282					280
Crown Holdings shareholders’ equity/(deficit)		(100	)		1,230		493			1,362		(3,085	)		(100	)

Total equity/(deficit)		(100	)		1,230		491			1,644		(3,085	)		180


Total	$	493		$	4,484	$	6,592		$	3,996	$	(7,966	)	$	7,599

Crown Holdings, Inc.

CONDENSED COMBINING BALANCE SHEET

As of December 31, 2010

(in millions)


	Parent			Issuer		Guarantors			Non- Guarantors		Eliminations			Total Company
Assets
Current assets
Cash and cash equivalents						$	65		$	398				$	463
Receivables, net				$	66		111			759					936
Intercompany receivables					1		101			64	$	(166	)
Inventories							575			485					1,060
Prepaid expenses and other current assets	$	1			12		148			29					190

Total current assets		1			79		1,000			1,735		(166	)		2,649


Intercompany debt receivables					1,374		2,956			373		(4,703	)
Investments		308			3,039		(350	)				(2,997	)
Goodwill							1,411			573					1,984
Property, plant and equipment, net							626			984					1,610
Other non-current assets					16		590			50					656

Total	$	309		$	4,508	$	6,233		$	3,715	$	(7,866	)	$	6,899


Liabilities and equity
Current liabilities
Short-term debt				$	48	$	5		$	188				$	241
Current maturities of long-term debt					116		5			37					158
Accounts payable and accrued liabilities	$	28			26		1,085			839					1,978
Intercompany payables					2		62			102	$	(166	)

Total current liabilities		28			192		1,157			1,166		(166	)		2,377


Long-term debt, excluding current maturities					810		1,731			108					2,649
Long-term intercompany debt		377			2,362		1,556			408		(4,703	)
Postretirement and pension liabilities							1,149			10					1,159
Other non-current liabilities							331			154					485
Commitments and contingent liabilities

Noncontrolling interests							1			324					325
Crown Holdings shareholders’ equity/(deficit)		(96	)		1,144		308			1,545		(2,997	)		(96	)

Total equity/(deficit)		(96	)		1,144		309			1,869		(2,997	)		229


Total	$	309		$	4,508	$	6,233		$	3,715	$	(7,866	)	$	6,899

Crown Holdings, Inc.

CONDENSED COMBINING STATEMENT OF CASH FLOWS

For the nine months ended September 30, 2011

(in millions)


	Parent			Issuer			Guarantors			Non- Guarantors			Eliminations			Total Company

Net cash provided by/(used for) operating activities	$	5		$	(38	)	$	(72	)	$	(29	)				$	(134	)


Cash flows from investing activities
Capital expenditures								(62	)		(211	)					(273	)
Intercompany investing activities					6			247			(180	)	$	(73	)
Proceeds from sale of property, plant and equipment								25									25


Net cash provided by/(used for) investing activities					6			210			(391	)		(73	)		(248	)


Cash flows from financing activities
Proceeds from long-term debt					385			900			136						1,421
Payments of long-term debt					(277	)		(747	)		(23	)					(1,047	)
Net change in revolving credit facility and short-term debt					53			246			43						342
Debt issue costs					(3	)		(14	)								(17	)
Net change in long-term intercompany balances		198			(129	)		(503	)		434
Common stock issued		9															9
Common stock repurchased		(212	)														(212	)
Dividends paid											(73	)		73
Purchase of noncontrolling interests								(37	)		(11	)					(48	)
Dividends paid to noncontrolling interests											(60	)					(60	)
Other					3			8									11


Net cash provided by/(used for) financing activities		(5	)		32			(147	)		446			73			399


Effect of exchange rate changes on cash and cash equivalents											(1	)					(1	)


Net change in cash and cash equivalents								(9	)		25						16

Cash and cash equivalents at January 1								65			398						463


Cash and cash equivalents at September 30	$	0		$	0		$	56		$	423		$	0		$	479

Crown Holdings, Inc.

CONDENSED COMBINING STATEMENT OF CASH FLOWS

For the nine months ended September 30, 2010

(in millions)


	Parent			Issuer			Guarantors			Non- Guarantors			Eliminations			Total Company

Net cash provided by/(used for) operating activities	$	14		$	(4	)	$	166		$	(137	)				$	39


Cash flows from investing activities
Capital expenditures								(43	)		(144	)					(187	)
Intercompany investing activities					(190	)		433			35		$	(278	)
Proceeds from sale of property, plant and equipment								9			11						20
Other								1			2						3


Net cash provided by/(used for) investing activities					(190	)		400			(96	)		(278	)		(164	)


Cash flows from financing activities
Proceeds from long-term debt					650						68						718
Payments of long-term debt					(301	)		(401	)		(12	)					(714	)
Net change in revolving credit facility and short-term debt					31			212			205						448
Net change in long-term intercompany balances		85			34			(379	)		260
Common stock issued		6															6
Common stock repurchased		(105	)														(105	)
Purchase of noncontrolling interests											(168	)					(168	)
Dividends paid					(211	)					(67	)		278
Dividends paid to noncontrolling interests											(77	)					(77	)
Other					(14	)		(8	)								(22	)


Net cash provided by/(used for) financing activities		(14	)		189			(576	)		209			278			86


Effect of exchange rate changes on cash and cash equivalents											(5	)					(5	)


Net change in cash and cash equivalents					(5	)		(10	)		(29	)					(44	)

Cash and cash equivalents at January 1					5			49			405						459


Cash and cash equivalents at September 30	$	0		$	0		$	39		$	376		$	0		$	415

Crown Holdings, Inc.

Crown Cork & Seal Company, Inc. (Issuer), a 100% owned subsidiary, has $350 principal amount of 7.375% senior notes due 2026 and $64 principal amount of 7.5% senior notes due 2096 outstanding that are fully and unconditionally guaranteed by Crown Holdings, Inc. (Parent). No other subsidiary guarantees the debt. The following condensed combining financial statements:

•

statements of operations for the three and nine months ended September 30, 2011 and 2010,

•

balance sheets as of September 30, 2011 and December 31, 2010, and

•

statements of cash flows for the nine months ended September 30, 2011 and 2010

are presented on the following pages to comply with the Company’s requirements under Rule 3-10 of Regulation S-X.

CONDENSED COMBINING STATEMENT OF OPERATIONS

For the three months ended September 30, 2011

(in millions)


	Parent		Issuer			Non- Guarantors			Eliminations			Total Company

Net sales						$	2,423					$	2,423
Cost of products sold, excluding depreciation and amortization							1,980						1,980
Depreciation and amortization							47						47


Gross profit							396						396


Selling and administrative expense			$	3			93						96
Provision for restructuring							2						2
Asset impairments and sales							(2	)					(2	)
Net interest expense				21			35						56
Translation and foreign exchange							(1	)					(1	)


Income/(loss) before income taxes				(24	)		269						245
Provision for income taxes				11			76						87
Equity earnings in affiliates	$	129		164			1		$	(293	)		1


Net income		129		129			194			(293	)		159
Net income attributable to noncontrolling interests							(30	)					(30	)

Net income attributable to Crown Holdings	$	129	$	129		$	164		$	(293	)	$	129

Crown Holdings, Inc.

CONDENSED COMBINING STATEMENT OF OPERATIONS

For the three months ended September 30, 2010

(in millions)


	Parent		Issuer			Non- Guarantors			Eliminations			Total Company

Net sales						$	2,205					$	2,205
Cost of products sold, excluding depreciation and amortization							1,788						1,788
Depreciation and amortization							40						40


Gross profit							377						377


Selling and administrative expense			$	2			80						82
Provision for asbestos				15									15
Provision for restructuring							17						17
Asset impairments and sales							(11	)					(11	)
Loss from early extinguishment of debt							16						16
Net interest expense				20			32						52
Translation and foreign exchange							(2	)					(2	)


Income/(loss) before income taxes				(37	)		245						208
Provision for/(benefit from) income taxes				(2	)		49						47
Equity earnings in affiliates	$	126		161					$	(287	)


Net income		126		126			196			(287	)		161
Net income attributable to noncontrolling interests							(35	)					(35	)

Net income attributable to Crown Holdings	$	126	$	126		$	161		$	(287	)	$	126

Crown Holdings, Inc.

CONDENSED COMBINING STATEMENT OF OPERATIONS

For the nine months ended September 30, 2011

(in millions)


	Parent		Issuer			Non- Guarantors			Eliminations			Total Company

Net sales						$	6,586					$	6,586
Cost of products sold, excluding depreciation and amortization							5,395						5,395
Depreciation and amortization							132						132


Gross profit							1,059						1,059


Selling and administrative expense			$	8			290						298
Provision for restructuring							27						27
Asset impairments and sales							(2	)					(2	)
Loss from early extinguishment of debt							32						32
Net interest expense				63			103						166
Translation and foreign exchange							0						0


Income/(loss) before income taxes				(71	)		609						538
Provision for income taxes				6			176						182
Equity earnings in affiliates	$	274		351			1		$	(625	)		1


Net income		274		274			434			(625	)		357
Net income attributable to noncontrolling interests							(83	)					(83	)

Net income attributable to Crown Holdings	$	274	$	274		$	351		$	(625	)	$	274

Crown Holdings, Inc.

CONDENSED COMBINING STATEMENT OF OPERATIONS

For the nine months ended September 30, 2010

(in millions)


	Parent		Issuer			Non- Guarantors			Eliminations			Total Company

Net sales						$	5,992					$	5,992
Cost of products sold, excluding depreciation and amortization							4,902						4,902
Depreciation and amortization							128						128


Gross profit							962						962


Selling and administrative expense			$	(14	)		270						256
Provision for asbestos				15									15
Provision for restructuring							41						41
Asset impairments and sales							(18	)					(18	)
Loss from early extinguishment of debt							16						16
Net interest expense				62			79						141
Translation and foreign exchange							(4	)					(4	)


Income/(loss) before income taxes				(63	)		578						515
Provision for/(benefit from) income taxes				(2	)		145						143
Equity earnings in affiliates	$	279		340					$	(619	)


Net income		279		279			433			(619	)		372
Net income attributable to noncontrolling interests							(93	)					(93	)

Net income attributable to Crown Holdings	$	279	$	279		$	340		$	(619	)	$	279

Crown Holdings, Inc.

CONDENSED COMBINING BALANCE SHEET

As of September 30, 2011

(in millions)


	Parent			Issuer		Non- Guarantors		Eliminations			Total Company
Assets
Current assets
Cash and cash equivalents						$	479				$	479
Receivables, net							1,317					1,317
Inventories							1,339					1,339
Prepaid expenses and other current assets				$	79		91					170

Total current assets					79		3,226					3,305


Intercompany debt receivables							1,267	$	(1,267	)
Investments	$	493			1,398				(1,891	)
Goodwill							1,977					1,977
Property, plant and equipment, net							1,710					1,710
Other non-current assets					416		191					607

Total	$	493		$	1,893	$	8,371	$	(3,158	)	$	7,599


Liabilities and equity
Current liabilities
Short-term debt						$	295				$	295
Current maturities of long-term debt							66					66
Accounts payable and accrued liabilities	$	18		$	39		1,964					2,021

Total current liabilities		18			39		2,325					2,382


Long-term debt, excluding current maturities					411		2,985					3,396
Long-term intercompany debt		575			692			$	(1,267	)
Postretirement and pension liabilities							1,142					1,142
Other non-current liabilities					258		241					499
Commitments and contingent liabilities

Noncontrolling interests							280					280
Crown Holdings shareholders’ equity/(deficit)		(100	)		493		1,398		(1,891	)		(100	)

Total equity/(deficit)		(100	)		493		1,678		(1,891	)		180


Total	$	493		$	1,893	$	8,371	$	(3,158	)	$	7,599

Crown Holdings, Inc.

CONDENSED COMBINING BALANCE SHEET

As of December 31, 2010

(in millions)


	Parent			Issuer		Non- Guarantors		Eliminations			Total Company
Assets
Current assets
Cash and cash equivalents						$	463				$	463
Receivables, net							936					936
Inventories							1,060					1,060
Prepaid expenses and other current assets	$	1		$	79		110					190

Total current assets		1			79		2,569					2,649


Intercompany debt receivables							1,014	$	(1,014	)
Investments		308			1,133				(1,441	)
Goodwill							1,984					1,984
Property, plant and equipment, net							1,610					1,610
Other non-current assets					449		207					656

Total	$	309		$	1,661	$	7,384	$	(2,455	)	$	6,899


Liabilities and equity
Current liabilities
Short-term debt						$	241				$	241
Current maturities of long-term debt							158					158
Accounts payable and accrued liabilities	$	28		$	42		1,908					1,978

Total current liabilities		28			42		2,307					2,377


Long-term debt, excluding current maturities					411		2,238					2,649
Long-term intercompany debt		377			637			$	(1,014	)
Postretirement and pension liabilities							1,159					1,159
Other non-current liabilities					263		222					485
Commitments and contingent liabilities

Noncontrolling interests							325					325
Crown Holdings shareholders’ equity/(deficit)		(96	)		308		1,133		(1,441	)		(96	)

Total equity/(deficit)		(96	)		308		1,458		(1,441	)		229


Total	$	309		$	1,661	$	7,384	$	(2,455	)	$	6,899

Crown Holdings, Inc.

CONDENSED COMBINING STATEMENT OF CASH FLOWS

For the nine months ended September 30, 2011

(in millions)


	Parent			Issuer			Non- Guarantors			Eliminations			Total Company

Net cash provide by/(used for) operating activities	$	5		$	(54	)	$	(85	)				$	(134	)


Cash flows from investing activities
Capital expenditures								(273	)					(273	)
Proceeds from sale of property, plant and equipment								25						25
Investment dividends					36					$	(36	)
Other								0						0


Net cash provided by/(used for) investing activities					36			(248	)		(36	)		(248	)


Cash flows from financing activities
Proceeds from long-term debt								1,421						1,421
Payments of long-term debt								(1,047	)					(1,047	)
Net change in revolving credit facility and short-term debt								342						342
Debt issue costs								(17	)					(17	)
Net change in long-term intercompany balances		198			55			(253	)
Common stock issued		9												9
Common stock repurchased		(212	)											(212	)
Dividends paid								(36	)		36
Purchase of noncontrollling interests					(37	)		(11	)					(48	)
Dividend paid to noncontrolling interests								(60	)					(60	)
Other								11						11


Net cash provided by/(used for) financing activities		(5	)		18			350			36			399


Effect of exchange rate changes on cash and cash equivalents								(1	)					(1	)


Net change in cash and cash equivalents								16						16

Cash and cash equivalents at January 1								463						463


Cash and cash equivalents at September 30	$	0		$	0		$	479		$	0		$	479

Crown Holdings, Inc.

CONDENSED COMBINING STATEMENT OF CASH FLOWS

For the nine months ended September 30, 2010

(in millions)


	Parent			Issuer			Non- Guarantors			Eliminations			Total Company

Net cash provided by operating activities	$	14		$	1		$	24					$	39


Cash flows from investing activities
Capital expenditures								(187	)					(187	)
Proceeds from sale of property, plant and equipment								20						20
Intercompany investing activities					46					$	(46	)
Other								3						3


Net cash provided by/(used for) investing activities					46			(164	)		(46	)		(164	)


Cash flows from financing activities
Proceeds from long-term debt								718						718
Payments of long-term debt								(714	)					(714	)
Net change in revolving credit facility and short-term debt								448						448
Net change in long-term intercompany balances		85			(47	)		(38	)
Common stock issued		6												6
Common stock repurchased		(105	)											(105	)
Purchase of noncontrolling interests								(168	)					(168	)
Dividends paid								(46	)		46
Dividend paid to noncontrolling interests								(77	)					(77	)
Other								(22	)					(22	)


Net cash provided by/(used for) financing activities		(14	)		(47	)		101			46			86


Effect of exchange rate changes on cash and cash equivalents								(5	)					(5	)


Net change in cash and cash equivalents								(44	)					(44	)

Cash and cash equivalents at January 1								459						459


Cash and cash equivalents at September 30	$	0		$	0		$	415		$	0		$	415

Crown Holdings, Inc.

Crown Americas, LLC, Crown Americas Capital Corp. II and Crown Americas Capital Corp. III (collectively, the Issuers), 100% owned subsidiaries of the Company, have $400 principal amount of 7.625% senior notes due 2017 and $700 principal amount of 6.25% senior notes due 2021 outstanding that are fully and unconditionally guaranteed by Crown Holdings, Inc. (Parent) and substantially all subsidiaries in the United States. The guarantors are 100% owned by the Company and the guarantees are made on a joint and several basis. The following condensed combining financial statements:

•

statements of operations for the three and nine months ended September 30, 2011 and 2010,

•

balance sheets as of September 30, 2011 and December 31, 2010, and

•

statements of cash flows for the nine months ended September 30, 2011 and 2010

are presented on the following pages to comply with the Company’s requirements under Rule 3-10 of Regulation S-X.

CONDENSED COMBINING STATEMENT OF OPERATIONS

For the three months ended September 30, 2011

(in millions)


	Parent		Issuer			Guarantors			Non- Guarantors			Eliminations			Total Company

Net sales						$	634		$	1,789					$	2,423
Cost of products sold, excluding depreciation and amortization							505			1,475						1,980
Depreciation and amortization							10			37						47


Gross profit							119			277						396


Selling and administrative expense			$	2			33			61						96
Provision for restructuring							0			2						2
Asset impairments and sales										(2	)					(2	)
Net interest expense				10			22			24						56
Technology royalty							(16	)		16
Translation and foreign exchange										(1	)					(1	)


Income/(loss) before income taxes				(12	)		80			177						245
Provision for/(benefit from) income taxes				(5	)		60			32						87
Equity earnings in affiliates	$	129		69			109					$	(306	)		1


Net income		129		62			129			145			(306	)		159
Net income attributable to noncontrolling interests										(30	)					(30	)

Net income attributable to Crown Holdings	$	129	$	62		$	129		$	115		$	(306	)	$	129

Crown Holdings, Inc.

CONDENSED COMBINING STATEMENT OF OPERATIONS

For the three months ended September 30, 2010

(in millions)


	Parent		Issuer			Guarantors			Non- Guarantors			Eliminations			Total Company

Net sales						$	612		$	1,593					$	2,205
Cost of products sold, excluding depreciation and amortization							503			1,285						1,788
Depreciation and amortization							10			30						40


Gross profit							99			278						377


Selling and administrative expense			$	2			28			52						82
Provision for asbestos							15									15
Provision for restructuring										17						17
Asset impairments and sales				(2	)		2			(11	)					(11	)
Loss from early extinguishment of debt				11						5						16
Net interest expense				10			24			18						52
Technology royalty							(13	)		13
Translation and foreign exchange										(2	)					(2	)


Income/(loss) before income taxes				(21	)		43			186						208
Provision for/(benefit from) income taxes				(8	)		13			42						47
Equity earnings in affiliates	$	126		59			96					$	(281	)


Net income		126		46			126			144			(281	)		161
Net income attributable to noncontrolling interests										(35	)					(35	)

Net income attributable to Crown Holdings	$	126	$	46		$	126		$	109		$	(281	)	$	126

Crown Holdings, Inc.

CONDENSED COMBINING STATEMENT OF OPERATIONS

For the nine months ended September 30, 2011

(in millions)


	Parent		Issuer			Guarantors			Non- Guarantors			Eliminations			Total Company

Net sales						$	1,770		$	4,816					$	6,586
Cost of products sold, excluding depreciation and amortization							1,431			3,964						5,395
Depreciation and amortization							29			103						132


Gross profit							310			749						1,059


Selling and administrative expense			$	5			103			190						298
Provision for restructuring							0			27						27
Asset impairments and sales										(2	)					(2	)
Loss from early extinguishment of debt				30			2									32
Net interest expense				36			62			68						166
Technology royalty							(39	)		39


Income/(loss) before income taxes				(71	)		182			427						538
Provision for/(benefit from) income taxes				(27	)		104			105						182
Equity earnings in affiliates	$	274		185			196					$	(654	)		1


Net income		274		141			274			322			(654	)		357
Net income attributable to noncontrolling interests										(83	)					(83	)

Net income attributable to Crown Holdings	$	274	$	141		$	274		$	239		$	(654	)	$	274

Crown Holdings, Inc.

CONDENSED COMBINING STATEMENT OF OPERATIONS

For the nine months ended September 30, 2010

(in millions)


	Parent		Issuer			Guarantors			Non- Guarantors			Eliminations			Total Company

Net sales						$	1,731		$	4,261					$	5,992
Cost of products sold, excluding depreciation and amortization							1,448			3,454						4,902
Depreciation and amortization							30			98						128


Gross profit							253			709						962


Selling and administrative expense			$	3			83			170						256
Provision for asbestos							15									15
Provision for restructuring										41						41
Asset impairments and sales				(2	)		2			(18	)					(18	)
Loss from early extinguishment of debt				11						5						16
Net interest expense				28			74			39						141
Technology royalty							(32	)		32
Translation and foreign exchange										(4	)					(4	)


Income/(loss) before income taxes				(40	)		111			444						515
Provision for/(benefit from) income taxes				(15	)		57			101						143
Equity earnings in affiliates	$	279		125			225					$	(629	)


Net income		279		100			279			343			(629	)		372
Net income attributable to noncontrolling interests										(93	)					(93	)

Net income attributable to Crown Holdings	$	279	$	100		$	279		$	250		$	(629	)	$	279

Crown Holdings, Inc.

CONDENSED COMBINING BALANCE SHEET

As of September 30, 2011

(in millions)


	Parent			Issuer		Guarantors		Non- Guarantors		Eliminations			Total Company
Assets
Current assets
Cash and cash equivalents				$	31	$	1	$	447				$	479
Receivables, net							11		1,306					1,317
Intercompany receivables							58		17	$	(75	)
Inventories							311		1,028					1,339
Prepaid expenses and other current assets					1		88		81					170

Total current assets					32		469		2,879		(75	)		3,305


Intercompany debt receivables					1,436		1,411		222		(3,069	)
Investments	$	493			1,354		814				(2,661	)
Goodwill							453		1,524					1,977
Property, plant and equipment, net					1		295		1,414					1,710
Other non-current assets					30		388		189					607

Total	$	493		$	2,853	$	3,830	$	6,228	$	(5,805	)	$	7,599


Liabilities and equity
Current liabilities
Short-term debt								$	295				$	295
Current maturities of long-term debt						$	1		65					66
Accounts payable and accrued liabilities	$	18		$	32		352		1,619					2,021
Intercompany payables							17		58	$	(75	)

Total current liabilities		18			32		370		2,037		(75	)		2,382


Long-term debt, excluding current maturities					1,577		411		1,408					3,396
Long-term intercompany debt		575			735		1,448		311		(3,069	)
Postretirement and pension liabilities							816		326					1,142
Other non-current liabilities							292		207					499
Commitments and contingent liabilities

Noncontrolling interests									280					280
Crown Holdings shareholders’ equity/(deficit)		(100	)		509		493		1,659		(2,661	)		(100	)

Total equity/(deficit)		(100	)		509		493		1,939		(2,661	)		180


Total	$	493		$	2,853	$	3,830	$	6,228	$	(5,805	)	$	7,599

Crown Holdings, Inc.

CONDENSED COMBINING BALANCE SHEET

As of December 31, 2010

(in millions)


	Parent			Issuer		Guarantors			Non- Guarantors		Eliminations			Total Company
Assets
Current assets
Cash and cash equivalents				$	38	$	1		$	424				$	463
Receivables, net							(6	)		942					936
Intercompany receivables							28			13	$	(41	)
Inventories							281			779					1,060
Prepaid expenses and other current assets	$	1			1		84			104					190

Total current assets		1			39		388			2,262		(41	)		2,649


Intercompany debt receivables					1,428		1,231			383		(3,042	)
Investments		308			1,197		670					(2,175	)
Goodwill							453			1,531					1,984
Property, plant and equipment, net					1		301			1,308					1,610
Other non-current assets					26		482			148					656

Total	$	309		$	2,691	$	3,525		$	5,632	$	(5,258	)	$	6,899


Liabilities and equity
Current liabilities
Short-term debt									$	241				$	241
Current maturities of long-term debt				$	4	$	1			153					158
Accounts payable and accrued liabilities	$	28			24		316			1,610					1,978
Intercompany payables							13			28	$	(41	)

Total current liabilities		28			28		330			2,032		(41	)		2,377


Long-term debt, excluding current maturities					1,278		413			958					2,649
Long-term intercompany debt		377			1,017		1,363			285		(3,042	)
Postretirement and pension liabilities							816			343					1,159
Other non-current liabilities							295			190					485
Commitments and contingent liabilities

Noncontrolling interests										325					325
Crown Holdings shareholders’ equity/(deficit)		(96	)		368		308			1,499		(2,175	)		(96	)

Total equity/(deficit)		(96	)		368		308			1,824		(2,175	)		229


Total	$	309		$	2,691	$	3,525		$	5,632	$	(5,258	)	$	6,899

Crown Holdings, Inc.

CONDENSED COMBINING STATEMENT OF CASH FLOWS

For the nine months ended September 30, 2011

(in millions)


	Parent			Issuer			Guarantors			Non- Guarantors			Eliminations			Total Company

Net provided by/(used for) operating activities	$	5		$	(25	)	$	139		$	(253	)				$	(134	)


Cash flows from investing activities
Capital expenditures								(27	)		(246	)					(273	)
Proceeds from sale of property, plant and equipment											25						25
Intercompany investing activities					11			38			24		$	(73	)
Other								0			0						0


Net cash provided by/(used for) investing activities					11			11			(197	)		(73	)		(248	)


Cash flows from financing activities
Proceeds from long-term debt					900						521						1,421
Payments of long-term debt					(746	)		(1	)		(300	)					(1,047	)
Net change in revolving credit facility and short-term debt					140						202						342
Debt issuance costs					(14	)					(3	)					(17	)
Net change in long-term intercompany balances		198			(273	)		(112	)		187
Common stock issued		9															9
Common stock repurchased		(212	)														(212	)
Purchase of noncontrolling interests								(37	)		(11	)					(48	)
Dividends paid											(73	)		73
Dividends paid to noncontrolling interests											(60	)					(60	)
Other											11						11


Net cash provided by/(used for) financing activities		(5	)		7			(150	)		474			73			399


Effect of exchange rate changes on cash and cash equivalents											(1	)					(1	)


Net change in cash and cash equivalents					(7	)					23						16

Cash and cash equivalents at January 1					38			1			424						463


Cash and cash equivalents at September 30	$	0		$	31		$	1		$	447		$	0		$	479

Crown Holdings, Inc.

CONDENSED COMBINING STATEMENT OF CASH FLOWS

For the nine months ended September 30, 2010

(in millions)


	Parent			Issuer			Guarantors			Non- Guarantors			Eliminations			Total Company

Net provided by/(used for) operating activities	$	14		$	7		$	167		$	(149	)				$	39


Cash flows from investing activities
Capital expenditures								(20	)		(167	)					(187	)
Proceeds from sale of property, plant and equipment								1			19						20
Intercompany investing activities					2			15			35		$	(52	)
Other								1			2						3


Net cash provided by/(used for) investing activities					2			(3	)		(111	)		(52	)		(164	)


Cash flows from financing activities
Proceeds from long-term debt											718						718
Payments of long-term debt					(400	)		(1	)		(313	)					(714	)
Net change in revolving credit facility and short-term debt					205						243						448
Net change in long-term intercompany balances		85			189			(163	)		(111	)
Common stock issued		6															6
Common stock repurchased		(105	)														(105	)
Purchase of noncontrolling interests											(168	)					(168	)
Dividends paid											(52	)		52
Dividends paid to noncontrolling interests											(77	)					(77	)
Other					(10	)					(12	)					(22	)


Net cash provided by/(used for) financing activities		(14	)		(16	)		(164	)		228			52			86


Effect of exchange rate changes on cash and cash equivalents											(5	)					(5	)


Net change in cash and cash equivalents					(7	)					(37	)					(44	)

Cash and cash equivalents at January 1					27			1			431						459


Cash and cash equivalents at September 30	$	0		$	20		$	1		$	394		$	0		$	415

PART I – FINANCIAL INFORMATION

Item 2.

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

(in millions)

Introduction

The following discussion presents management’s analysis of the results of operations for the three and nine months ended September 30, 2011 compared to the corresponding periods in 2010 and the changes in financial condition and liquidity from December 31, 2010. This discussion 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, 2010, along with the consolidated financial statements and related notes included in and referred to within this report.

Executive Overview

The Company’s focus is to increase shareholder value by maximizing cash flow while investing in promising growth projects in emerging markets and generating sufficient returns which can be used to pay down debt and/or returned to shareholders. The Company’s current growth projects include expansion in the emerging markets of Brazil, China, Eastern Europe and Southeast Asia. When the current lineup of expansion projects is completed, the Company will have built nine new beverage can plants and added 16 new production lines with approximately 13 billion units of incremental capacity to its year-end 2010 levels, a 27% increase in annual beverage can capacity. In the mature, developed markets of North America and Western Europe, the Company continues to focus on improving productivity and efficiency while reducing material and resource use and waste.

The key performance measure used by the Company is segment income, which is a non-GAAP measure. Segment income is defined by the Company as gross profit less selling and administrative expenses. Improving segment income is primarily dependent on the Company’s ability to increase revenues and manage costs. The Company’s key strategies for increasing revenues include investing in geographic markets with growth potential and developing innovative packaging products using proprietary technology. The Company’s cost control efforts focus on improving operating efficiencies and managing material and labor costs, including pension and other benefit costs.

The Company’s revenues and costs are impacted by the cost of aluminum and steel, the primary raw materials used to manufacture the Company’s products, which have been subject to significant volatility in recent years. The Company attempts to pass-through these costs to its customers either through provisions that adjust the selling prices to certain customers based on changes in the market price of the applicable raw material, or through surcharges where no such provision exists. However, there can be no assurance that the Company will be able to fully recover from its customers the impact of any increased aluminum and steel costs. In addition, if the Company is unable to purchase steel or aluminum for a significant period of time, its operations would be disrupted.

Results of Operations

The foreign currency translation impacts referred to below were primarily due to changes in the euro and pound sterling in the Company’s European segments, the Canadian dollar in the Company’s Americas segments and the Chinese renminbi and Thai baht in the Company’s Asian businesses included in non-reportable segments.

Net Sales and Segment Income

Net sales increased from $2,205 for the three months ended September 30, 2010 to $2,423 for the same period in 2011 primarily due to $137 from the pass-through of higher raw material costs and $92 from the impact of foreign currency translation partially offset by $11 from lower sales unit volumes as lower demand in the Company’s food can businesses more than offset increased volumes in the Company’s beverage can businesses. Net sales increased from $5,992 for the nine months ended September 30, 2010 to $6,586 for the same period in 2011 primarily due to $300 from the pass-through of higher raw material costs, $80 from increased sales unit volumes primarily due to organic growth and increased customer demand and $224 from the impact of foreign currency translation.

Item 2.

Management’s Discussion and Analysis (Continued)

Approximately 73% of net sales were generated outside the U.S. in the first nine months of 2011 compared to 71% for the same period in 2010. Sales of beverage cans and ends accounted for 51.6% and sales of food cans and ends accounted for 30.8% of consolidated net sales in the first nine months of 2011 compared to 51.1% and 31.4% for the same period in 2010.

Discussion and analysis of net sales and segment income by segment follows.

Americas Beverage

The Americas Beverage segment manufactures aluminum beverage cans and ends and steel crowns, commonly referred to as “bottle caps”, and supplies a variety of customers throughout the United States, Brazil, Canada, Colombia and Mexico. The Company recently completed construction of a new plant in Ponta Grossa, Brazil with the first line commencing commercial operations in the first quarter of 2011 and a second line commencing commercial operations in the second quarter of 2011. In addition, the Company commenced commercial operations at a second line in its plant in Estancia, Brazil in the second quarter of 2011. At full capacity and efficiency, these additions are expected to add capacity of 2.7 billion cans. The Company also plans to construct a new beverage can plant in Belem, Brazil which is expected to be completed in the second half of 2012.

Three months ended September 30, 2011

Net sales in the Americas Beverage segment increased from $547 for the three months ended September 30, 2010 to $594 for the same period in 2011. The increase is primarily due to $30 from the pass-through of higher raw material costs, primarily aluminum, $10 from increased sales unit volumes due to market growth in Brazil which offset lower sales unit volumes in North America and $7 from the impact of foreign currency translation. The increase in sales unit volumes is primarily due to the start of operations at the Company’s plant in Ponta Grossa, Brazil which began commercial operations in the first quarter of 2011.

Segment income in the Americas Beverage segment increased from $74 for the three months ended September 30, 2010 to $77 for the same period in 2011. The increase is primarily due to favorable product mix.

Nine months ended September 30, 2011

Net sales in the Americas Beverage segment increased from $1,576 for the nine months ended September 30, 2010 to $1,697 for the same period in 2011. The increase is primarily due to $82 from the pass-through of higher raw material costs, primarily aluminum, $19 from increased sales unit volumes and favorable product mix and $20 from the impact of foreign currency translation. The increase in sales unit volumes is primarily due to the Company’s plant in Ponta Grossa, Brazil which began commercial operations in 2011.

Segment income in the Americas Beverage segment increased from $204 for the nine months ended September 30, 2010 to $217 for the same period in 2011. The increase is primarily due to $9 from increased sales unit volumes and favorable product mix and $3 from lower operating costs.

North America Food

The North America Food segment manufactures steel and aluminum food cans and ends and metal vacuum closures and supplies a variety of customers in the United States and Canada.

Three months ended September 30, 2011

Net sales in the North America Food segment decreased from $275 for the three months ended September 30, 2010 to $271 for the same period in 2011. The decrease is primarily due to $20 from lower sales unit volumes in the United States partly due to poor weather conditions, partially offset by $13 from the pass-through of higher raw material costs, primarily tinplate, and $3 from the impact of foreign currency translation.

Segment income in the North America Food segment increased from $42 for the three months ended September 30, 2010 to $49 for the same period in 2011 primarily due to lower operating costs including the benefits from prior plant closures in Canada and favorable product mix.

Item 2.

Management’s Discussion and Analysis (Continued)

Nine months ended September 30, 2011

Net sales in the North America Food segment decreased from $686 for the nine months ended September 30, 2010 to $676 for the same period in 2011. The decrease is primarily due to $46 from lower sales unit volumes due to decreased customer demand in the United States partially offset by $29 from the pass-through of higher raw material costs, primarily tinplate, and $7 from the impact of foreign currency translation.

Segment income in the North America Food segment increased from $91 for the nine months ended September 30, 2010 to $115 for the same period in 2011. The increase is primarily due to $16 from lower operating costs including the benefits from prior plant closures in Canada and lower post-retirement benefits in the U.S. resulting from plan amendments in 2010 and $5 from inventory holding gains from the sale of inventory on hand at the end of 2010.

European Beverage

The Company’s European Beverage segment manufactures steel and aluminum beverage cans and ends and supplies a variety of customers throughout Eastern and Western Europe, the Middle East and North Africa. In the second quarter of 2011, the Company commenced commercial operations of the second line at its plant in Kechnec, Slovakia. The second line is expected to add full annualized capacity of 750 million cans. In 2012, the Company expects to complete construction of a new plant in Osmaniye, Turkey which is expected to add full annualized capacity of 700 million cans.

Three months ended September 30, 2011

Net sales in the European Beverage segment increased from $411 for the three months ended September 30, 2010 to $451 for the same period in 2011. The increase is primarily due to $17 from the pass-through of higher raw material costs, $8 from increased sales unit volumes primarily in Slovakia and $15 from the impact of foreign currency translation.

Segment income in the European Beverage segment decreased from $70 for the three months ended September 30, 2010 to $61 for the same period in 2011 primarily due to increased costs, including lower productivity, which were not fully offset by increases in selling prices.

Nine months ended September 30, 2011

Net sales in the European Beverage segment increased from $1,164 for the nine months ended September 30, 2010 to $1,291 for the same period in 2011. The increase is primarily due to $51 from increased sales unit volumes primarily in Slovakia, $35 from the pass-through of higher raw material costs and $41 from the impact of foreign currency translation.

Segment income in the European Beverage segment decreased from $197 for the nine months ended September 30, 2010 to $176 for the same period in 2011 primarily due to increased costs, including lower productivity, which were not fully offset by increases in selling prices.

European Food

The European Food segment manufactures steel and aluminum food cans and ends, and metal vacuum closures and supplies a variety of customers throughout Europe and Africa.

Three months ended September 30, 2011

Net sales in the European Food segment increased from $558 for the three months ended September 30, 2010 to $623 for the same period in 2011. The increase is primarily due to $55 from the pass-through of higher raw material costs, primarily tinplate, and $42 from the impact of foreign currency translation partially offset by $32 from lower sales unit volumes.

Segment income in the European Food segment increased from $83 for the three months ended September 30, 2010 to $87 for the same period in 2011 primarily due to $7 from the impact of foreign currency translation, partially offset by lower sales unit volumes due to decreased customer demand partly attributable to damp weather conditions across much of Northern Europe.

Item 2.

Management’s Discussion and Analysis (Continued)

Nine months ended September 30, 2011

Net sales in the European Food segment increased from $1,383 for the nine months ended September 30, 2010 to $1,554 for the same period in 2011. The increase is primarily due to $98 from the pass-through of higher raw material costs, primarily tinplate, and $95 from the impact of foreign currency translation partially offset by $22 from lower sales unit volumes.

Segment income in the European Food segment increased from $182 for the nine months ended September 30, 2010 to $202 for the same period in 2011. The increase is primarily due to $13 from the impact of foreign currency translation and $12 from lower operating costs partially offset by $5 from lower sales unit volumes.

European Specialty Packaging

The European Specialty Packaging segment manufactures a wide variety of specialty containers, with numerous lid and closure variations and supplies a variety of customers throughout Europe.

Three months ended September 30, 2011

Net sales in the European Specialty Packaging segment increased from $108 for the three months ended September 30, 2010 to $122 for the same period in 2011. The increase is primarily due to $8 from the pass-through of higher raw material costs and $10 from the impact of foreign currency translation partially offset by $4 from lower sales unit volumes.

Segment income in the European Specialty Packaging segment was relatively unchanged in the quarter decreasing from $12 for the three months ended September 30, 2010 to $11 for the same period in 2011.

Nine months ended September 30, 2011

Net sales in the European Specialty Packaging segment increased from $296 for the nine months ended September 30, 2010 to $341 for the same period in 2011. The increase is primarily due to $20 from the pass-through of higher raw material costs and $23 from the impact of foreign currency translation.

Segment income in the European Specialty Packaging segment increased from $23 for the nine months ended September 30, 2010 to $30 for the same period in 2011. The increase is primarily due to $5 from increased sales unit volumes and favorable product mix and $2 from the impact of foreign currency translation.

Non-reportable Segments

The Company’s non-reportable segments primarily include its aerosol can businesses in North America, Europe and Thailand, its beverage can businesses in Cambodia, China, Malaysia, Singapore, Thailand and Vietnam, its food can and closures business in Thailand and its tooling and equipment operations in the United States and United Kingdom.

In the second quarter of 2011, the Company commenced commercial operations at its new beverage can plant in Hangzhou, China. In October 2011, the Company began production on the second beverage can line at its plant in Phnom Penh, Cambodia. In 2012, the Company expects to complete new plants in Putian, Ziyang and Heshan, China and to expand capacity in Ho Chi Minh City, Vietnam.

Three months ended September 30, 2011

Net sales in non-reportable segments increased from $306 for the three months ended September 30, 2010 to $362 for the same period in 2011 primarily due to $33 from increased beverage can sales and the pass-through of higher raw material costs in China, Thailand and Vietnam, $9 from increased beverage equipment sales to can manufacturers and $13 from the impact of foreign currency translation. Growth in sales unit volumes in China, Thailand and Vietnam is primarily the result of increased regional demand driven by macroeconomic factors such as GDP growth and increased consumer spending.

Segment income in non-reportable segments increased from $57 for the three months ended September 30, 2010 to $62 for the same period in 2011 primarily due to $3 from increased sales unit volumes in China, Thailand and Vietnam and $2 from the impact of foreign currency translation.

Item 2.

Management’s Discussion and Analysis (Continued)

Nine months ended September 30, 2011

Net sales in non-reportable segments increased from $887 for the nine months ended September 30, 2010 to $1,027 for the same period in 2011 primarily due to $79 from increased beverage can sales and the pass-through of higher raw material costs in Cambodia, China, Thailand and Vietnam, $26 from increased beverage equipment sales to can manufacturers and $38 from the impact of foreign currency translation partially offset by $9 from the April 2010 sale of the Company’s plastic closures business in Brazil. Growth in sales unit volumes in Cambodia, China, Thailand and Vietnam is primarily the result of increased regional demand driven by macroeconomic factors such as GDP growth and increased consumer spending.

Segment income in non-reportable segments increased from $149 for the nine months ended September 30, 2010 to $174 for the same period in 2011 primarily due to $8 from increased sales unit volumes in Cambodia, China, Thailand and Vietnam, $7 from increased beverage equipment sales and $6 from the impact of foreign currency translation.

Corporate and Unallocated Expense

Corporate and unallocated expenses increased from $43 for the three months ended September 30, 2010 to $47 for the same period in 2011 primarily due to $8 from increased legal and professional fees partially offset by $3 from lower pension expense and $1 from other costs.

Corporate and unallocated expenses increased from $140 for the nine months ended September 30, 2010 to $153 for the same period in 2011 primarily due to a $20 benefit from the settlement of a legal dispute unrelated to the Company’s operations in 2010 that did not recur in 2011 and $10 from increased legal and professional fees partially offset by $11 from lower pension expense and $2 from lower stock compensation costs.

Cost of Products Sold (Excluding Depreciation and Amortization)

Cost of products sold, excluding depreciation and amortization, increased from $1,788 for the three months ended September 30, 2010 to $1,980 for the same period in 2011 primarily due to increased aluminum and tinplate costs and $76 from the impact of foreign currency translation.

Cost of products sold, excluding depreciation and amortization, increased from $4,902 for the nine months ended September 30, 2010 to $5,395 for the same period in 2011 primarily due to increased aluminum and tinplate costs and $187 from the impact of foreign currency translation.

Depreciation and Amortization

Depreciation and amortization increased from $40 for the three months ended September 30, 2010 to $47 for the same period in 2011 primarily due to increased depreciation from recently completed expansion projects and $2 from the impact of foreign currency translation. Depreciation and amortization increased from $128 for the nine months ended September 30, 2010 to $132 for the same period in 2011 primarily due to the impact of foreign currency translation.

Selling and Administrative Expense

Selling and administrative expense increased from $82 for the three months ended September 30, 2010 to $96 for the same period in 2011. The increase is primarily due to $8 from increased legal and professional fees and $4 from the impact of foreign currency translation.

Selling and administrative expense increased from $256 for the nine months ended September 30, 2010 to $298 for the same period in 2011 primarily due to the $20 of benefit from the settlement of a legal dispute unrelated to the Company’s operations in 2010 that did not recur in 2011, $10 from increased legal and professional fees and $11 from the impact of foreign currency translation.

Item 2.

Management’s Discussion and Analysis (Continued)

Provision for Restructuring

For the nine months ended September 30, 2011, the Company recorded a pre-tax charge of $27 for restructuring costs; including $20 related to the relocation of its European Division headquarters and management to Switzerland, $4 related to severance costs in its European Specialty Packaging segment and $3 related to prior restructurings in its North America Food segment. The European Division headquarters charge includes $19 for the estimated employee compensation costs resulting from an intercompany payment related to the relocation and is expected to be paid over the next one to four years. The Company expects that the restructuring in its European Specialty Packaging segment and the 2009 and 2010 restructurings in its North America Food segment, when fully implemented, may result in annual pre-tax savings of $3 and $25. However, there can be no assurance that any such pre-tax savings will be realized.

For the nine months ended September 30, 2010, the Company recorded a pre-tax charge of $41 for restructuring costs, including $25 related to plant closures in the Company’s North America Food segment and $16 related to the relocation of the Company’s European Division headquarters and management to Switzerland.

Loss from Early Extinguishments of Debt

For the nine months ended September 30, 2011, the Company recorded a pre-tax charge of $32 in connection with the repayment of its $600 outstanding 7.75% senior secured notes due 2015 and its €83 ($121) 6.25% first priority senior secured notes due 2011.

For the nine months ended September 30, 2010, the Company recorded a pre-tax charge of $16 in connection with the purchase of €75 ($99) principal amount of its €150 6.25% first priority senior secured notes due 2011 and the redemption of its outstanding $200 principal amount of 7.625% senior notes due 2013.

Interest Expense

Interest expense increased from $55 for the three months ended September 30, 2010 to $58 for the same period in 2011 primarily due to $2 from the impact of foreign currency translation. Interest expense increased from $147 for the nine months ended September 30, 2010 to $174 for the same period in 2011 primarily due to higher borrowings and $4 from the impact of foreign currency translation.

The higher borrowings were primarily to fund the Company’s capacity expansion projects, to repurchase shares of the Company’s stock and to purchase additional ownership interests from noncontrolling interests.

Provision for Income Taxes

The Company’s effective income tax rate increased from 23% for the three months ended September 30, 2010 to 36% for the same period in 2011. The increase is primarily due to $25 of valuation allowance adjustments to recognize the impact of a tax law change in France that limits the amount of tax loss carryforwards that can be used in a year.

The Company’s effective income tax rate increased from 28% for the nine months ended September 30, 2010 to 34% for the same period in 2011. The increase is primarily due to the tax law change in France described above and a tax charge of $20 from the relocation of the Company’s European Division headquarters and management to Switzerland.

Net Income Attributable to Noncontrolling Interests

Net income attributable to noncontrolling interests decreased from $35 for the three months ended September 30, 2010 to $30 for the same period in 2011 and from $93 for the nine months ended September 30, 2010 to $83 for the same period in 2011. For the three and nine months ended September 30, 2011, the decreases included $2 and $6 from the acquisition of additional ownership interests in certain operations in China and Vietnam from the noncontrolling interests.

Item 2.

Management’s Discussion and Analysis (Continued)

Liquidity and Capital Resources

Operating Activities

Net cash used for operating activities increased from $39 provided by operating activities for the nine months ended September 30, 2010 to $134 used for operating activities for the same period in 2011 primarily due to increased inventories and receivables, as described below.

Inventories increased from $1,060 at December 31, 2010 to $1,339 at September 30, 2011, including a decrease of $20 from the impact of foreign currency translation, and impacted operating cash flows for the nine months ended September 30, 2011 by $299 compared to $120 for the same period in 2010. The increase in inventories is primarily due to $90 from higher raw material costs, $80 from capacity expansion and other increases including seasonal build and lower than anticipated customer demand. Seasonal build includes increased inventory levels for anticipated customer demand in Asia and Brazil which enter their peak periods in the fourth quarter.

Receivables increased from $936 at December 31, 2010 to $1,317 at September 30, 2011, including a decrease of $33 from the impact of foreign currency translation, and impacted operating cash flows for the nine months ended September 30, 2011 by $419 compared to $318 for the same period in 2010 after adjusting 2010 by $246 from the impact of adopting new accounting guidance related to securitizations. The increase in receivables since December 2010 is primarily due to the pass-through of higher raw material costs and increased sales unit volumes. Sales in the month of September 2011 were higher than sales in the month of December 2010. Sales generally increase each month of the year until peaking in the third quarter. As a result, receivables generally increase through the third quarter of each year. Days sales outstanding for trade receivables decreased from 45 for the three months ended September 30, 2010 to 42 for the same period in 2011.

Investing Activities

Net cash used for investing activities increased from $164 for the nine months ended September 30, 2010 to $248 for the same period in 2011 primarily due to an increase in capital expenditures related to the Company’s current beverage can capacity expansion projects in Brazil, China, Eastern Europe and Southeast Asia. Currently, the Company expects capital expenditures of approximately $400 in 2011 and $325 in 2012.

Financing activities

Net cash provided by financing activities increased from $86 for the nine months ended September 30, 2010 to $399 for the same period in 2011 primarily to fund the Company’s capacity expansion projects and working capital.

For the nine months ended September 30, 2011, the Company repurchased $212 of its common stock pursuant to the program authorized by its Board of Directors to repurchase up to $600 of the Company’s common stock through the end of 2012. As of September 30, 2011, $394 of the Company’s outstanding common stock may still be purchased under this program.

In September 2011, the Company purchased the remaining public ownership interests in Hellas Can, the Company’s public holding company in Greece for $65. The Company recorded a liability for the purchase price, which was included in accounts payable and accrued liabilities, at September 30, 2011 and paid the cash in October 2011.

Liquidity

As of September 30, 2011, the Company had $668 of borrowing capacity available under its revolving credit facility, equal to the total facility of $1,200 less $472 of borrowings and $60 of outstanding standby letters of credit.

Item 2.

Management’s Discussion and Analysis (Continued)

As of September 30, 2011, $439 of the Company’s $479 cash and cash equivalents was located outside the U.S. The Company is not currently aware of any legal restrictions under foreign law that materially impact its access to cash held outside the U.S.

The Company funds its cash needs in the U.S. through a combination of cash flows generated in the U.S. and dividends from certain foreign subsidiaries. The Company records current and/or deferred U.S. taxes for the earnings of these foreign subsidiaries. For certain other foreign subsidiaries, the Company considers earnings indefinitely reinvested and has not recorded any U.S. taxes. Of cash and cash equivalents located outside the U.S., $310 was held by subsidiaries for which earnings are considered indefinitely reinvested. While based on current operating plans the Company does not foresee a need to repatriate these funds, if such earnings were repatriated the Company would be required to record any incremental U.S. taxes on the repatriated funds.

The Company’s debt agreements contain covenants that provide limits on the ability of the Company and its subsidiaries to, among other things, incur additional debt, pay dividends or repurchase capital stock, make certain other restricted payments, create liens and engage in sale and leaseback transactions. These restrictions are subject to a number of exceptions, however, allowing the Company to incur additional debt or make otherwise restricted payments. The amount of restricted payments permitted to be made, including dividends and repurchases of the Company’s common stock, is generally limited to the cumulative excess of $200 plus 50% of adjusted net income plus proceeds from the exercise of employee stock options over the aggregate of restricted payments made since July 2004. Adjustments to net income may include, but are not limited to, items such as asset impairments, gains and losses from asset sales and early extinguishments of debt. The Company’s revolving credit facility and term loans also contain various financial covenants.

Capital Resources

As of September 30, 2011, the Company has approximately $91 of capital commitments primarily related to its expansion projects in Brazil, Cambodia, China, Turkey and Vietnam. The Company expects to fund these commitments primarily through cash flows generated from operations and to fund any excess needs over available cash through external borrowings.

Contractual Obligations

Purchase obligations related to raw materials and utilities increased $374 for 2012, $441 for 2013, $577 for 2014 and $92 for 2015, compared to amounts provided within Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2010.

Commitments and Contingent Liabilities

Information regarding the Company’s commitments and contingent liabilities appears in Part I within Item 1 of this report under Note I, entitled “Commitments and Contingent Liabilities,” to the consolidated financial statements, which information is incorporated herein by reference.

Critical Accounting Policies

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States which require that management make numerous estimates and assumptions. Actual results could differ from these estimates and assumptions, impacting the reported results of operations and financial condition of the Company. Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note A to the consolidated financial statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010 describe the significant accounting estimates and policies used in the preparation of the consolidated financial statements. There have been no significant changes in the Company’s critical accounting policies during the first nine months of 2011.

Item 2.

Management’s Discussion and Analysis (Continued)

Recently Issued Accounting Guidance

In June 2011, the FASB issued changes to the presentation of comprehensive income. These changes give companies the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. The FASB eliminated the option to present the components of other comprehensive income as part of the statement of changes in stockholders’ equity. The FASB did not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. Additionally, no changes were made to the calculation and presentation of earnings per share. These changes become effective for the Company on January 1, 2012. The Company is currently evaluating these changes to determine which option will be chosen for the presentation of comprehensive income. Other than the change in presentation, the Company has determined these changes will not have an impact on the Consolidated Financial Statements.

In September 2011, the FASB issued changes to the testing of goodwill for impairment. These changes give companies the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not (more than 50%) that the fair value of a reporting unit is less than its carrying amount. If an entity elects to perform a qualitative assessment and determines that an impairment is more likely than not, the entity is then required to perform the existing two-step quantitative impairment test, otherwise no further analysis is required. An entity also may elect not to perform the qualitative assessment and, instead, go directly to the two-step quantitative impairment test. These changes become effective for the Company for any goodwill impairment test performed on January 1, 2012 or later, although early adoption is permitted. The Company is currently evaluating whether to early adopt these changes effective for its review of goodwill in the fourth quarter of 2011. As these changes should not affect the outcome of the impairment analysis of a reporting unit, the Company has determined these changes will not have an impact on the Consolidated Financial Statements.

Forward-Looking Statements

Statements included herein in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” including, but not limited to, in the discussions of asbestos in Note H and commitments and contingencies in Note I to the consolidated financial statements included in this Quarterly Report on Form 10-Q and also in Part I, Item 1: “Business” and Item 3: “Legal Proceedings” and in Part II, Item 7: “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” within the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010, which are not historical facts (including any statements concerning plans and objectives of management for future operations or economic performance, or assumptions related thereto), are “forward-looking statements” within the meaning of the federal securities laws. In addition, the Company and its representatives may, from time to time, make oral or written statements which are also “forward-looking statements.”

These forward-looking statements are made based upon management’s expectations and beliefs concerning future events impacting the Company and, therefore, involve a number of risks and uncertainties. Management cautions that forward-looking statements are not guarantees and that actual results could differ materially from those expressed or implied in the forward-looking statements.

While the Company periodically reassesses material trends and uncertainties affecting the Company’s results of operations and financial condition in connection with the preparation of “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and certain other sections contained in the Company’s quarterly, annual or other reports filed with the Securities and Exchange Commission (“SEC”), the Company does not intend to review or revise any particular forward-looking statement in light of future events.

Item 2.

Management’s Discussion and Analysis (Continued)

A discussion of important factors that could cause the actual results of operations or financial condition of the Company to differ from expectations has been set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010 within Part II, Item 7: “Management’s Discussion and Analysis of Financial Condition and Results of Operations” under the caption “Forward Looking Statements” and is incorporated herein by reference. Some of the factors are also discussed elsewhere in this Form 10-Q and in prior Company filings with the SEC. In addition, other factors have been or may be discussed from time to time in the Company’s SEC filings.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

In the normal course of business the Company is subject to risk from adverse fluctuations in foreign exchange and interest rates and commodity prices. The Company manages these risks through a program that includes the use of derivative financial instruments, primarily swaps and forwards. Counterparties to these contracts are major financial institutions. The Company is exposed to credit loss in the event of nonperformance by the counterparties. These instruments are not used for trading or speculative purposes. The extent to which the Company uses such instruments is dependent upon its access to these contracts in the financial markets and its success in using other methods, such as netting exposures in the same currencies to mitigate foreign exchange risk and using sales arrangements that permit the pass-through of commodity prices and foreign exchange rate risks to customers. The Company’s objective in managing its exposure to market risk is to limit the impact on earnings and cash flow. For further discussion of the Company’s use of derivative instruments and their fair values at September 30, 2011, see Note E to the consolidated financial statements included in this Quarterly Report on Form 10-Q.

As of September 30, 2011, the Company had approximately $1,388 principal floating interest rate debt. A change of 0.25% in these floating interest rates would change annual interest expense by approximately $3 before tax.

Item 4.

Controls and Procedures

As of the end of the period covered by this Quarterly Report on Form 10-Q, management, including the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of its disclosure controls and procedures. Based upon that evaluation and as of the end of the quarter for which this report is made, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were effective. Disclosure controls and procedures ensure that information to be disclosed in reports that the Company files and submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and terms of the Securities and Exchange Commission, and ensure that information required to be disclosed in the reports that the Company files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

There has been no change in internal controls over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1.

Legal Proceedings

For information regarding the Company’s potential asbestos-related liabilities and other litigation, see Note H entitled “Asbestos-Related Liabilities” and Note I entitled “Commitments and Contingent Liabilities,” respectively, to the consolidated financial statements within Item 1 of this Quarterly Report on Form 10-Q, which information is incorporated herein by reference.

Item 1A.

Risk Factors

In addition to the other information set forth in this report, carefully consider the factors discussed in Item 1A to Part I in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010, which could materially affect the Company’s business, financial condition or future results. The risks described in the Company’s Quarterly Report on Form 10-Q are not the only risks facing the Company. Additional risks and uncertainties not currently known to the Company or that the Company currently deems to be immaterial also may materially adversely affect the Company’s business, financial condition and/or operating results.

Item 2.

Unregistered Sale of Equity Securities and Use of Proceeds

The Company made no purchases of its equity securities during the third quarter of 2011.

The following table provides information about the Company’s purchase of equity securities during the nine months ended September 30, 2011:


	Total Number of Shares Purchased		Average Price Per Share		Total Number of Shares Purchased as Part of Publicly Announced Programs		Approximate Dollar Value of Shares that May Yet Be Purchased under the Programs As of the end of the period (millions of dollars)
May		5,018,701	$	39.85		5,018,701	$	394

Total		5,018,701	$	39.85		5,018,701	$	394

In December 2010, the Company entered into an agreement to purchase shares of its common stock under an accelerated share repurchase program. Pursuant to the agreement, the Company initially purchased 4,354,838 shares for $150 million. The purchase price of these shares was subject to an adjustment based on the Company’s volume-weighted average stock price during the term of the transaction. The purchase price adjustment was settled in April, 2011 and resulted in an additional cash payment of $6 million.

On December 9, 2010, the Company’s Board of Directors authorized the repurchase of up to $600 million of the Company’s common stock through the end of 2012. Stock repurchases under this program may be made in the open market or through privately negotiated transactions, and at times and in such amounts as management deems appropriate. The timing and actual number of shares repurchased will depend on a variety of factors including price, corporate and regulatory requirements and other market conditions. This repurchase authorization replaces all previous authorizations. As of September 30, 2011, $394 million of the Company’s outstanding common stock may still be purchased under this program.

Item 4.

(Removed and Reserved.)

Item 5.

Other Information

None.

Item 6.

Exhibits


31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, executed by John W. Conway, Chairman of the Board, President and Chief Executive Officer of Crown Holdings, Inc. and Timothy J. Donahue, Executive Vice President and Chief Financial Officer of Crown Holdings, Inc.

101		The following financial information from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2011 formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Statements of Operations for the three and nine months ended September 30, 2011 and 2010, (ii) Consolidated Balance Sheets as of September 30, 2011 and December 31, 2010, (iii) Consolidated Statements of Cash Flows for the nine months ended September 30, 2011 and 2010, (iv) Consolidated Statements of Changes in Equity and Comprehensive Income for the nine months ended September 30, 2011 and 2010 and (v) Notes to Consolidated Financial Statements.

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 thereunto duly authorized.


		Crown Holdings, Inc. Registrant

By:		/s/ Kevin C. Clothier
		Kevin C. Clothier
		Vice President and Corporate Controller

Date: November 7, 2011