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 JUNE 30, 2010

¨	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 162,150,980 shares of Common Stock outstanding as of July 30, 2010.

Crown Holdings, Inc.

PART I – FINANCIAL INFORMATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(In millions except share and per share data)

(Unaudited)


Three months ended June 30	2010			2009

Net sales	$	2,010		$	2,055


Cost of products sold, excluding depreciation and amortization		1,631			1,676
Depreciation and amortization		44			46


Gross profit		335			333


Selling and administrative expense		95			90
Provision for restructuring		2			1
Asset impairments and sales		(6	)		(1	)
Interest expense		45			62
Interest income		(2	)		(1	)


Income before income taxes and equity earnings		201			182
Provision for income taxes		57			44
Equity earnings in affiliates					1

Net income		144			139
Net income attributable to noncontrolling interests		(32	)		(34	)

Net income attributable to Crown Holdings	$	112		$	105


Earnings per share attributable to Crown Holdings common shareholders:
Basic	$	0.70		$	0.66

Diluted	$	0.69		$	0.65


Weighted average common shares outstanding:
Basic		160,961,879			158,920,842
Diluted		163,292,749			161,728,278

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)


Six months ended June 30	2010			2009

Net sales	$	3,787		$	3,739


Cost of products sold, excluding depreciation and amortization		3,114			3,068
Depreciation and amortization		88			93


Gross profit		585			578


Selling and administrative expense		174			179
Provision for restructuring		24			2
Asset impairments and sales		(7	)		(1	)
Interest expense		92			123
Interest income		(3	)		(3	)
Translation and foreign exchange		(2	)		4


Income before income taxes and equity earnings		307			274
Provision for income taxes		96			68
Equity loss in affiliates					(4	)

Net income		211			202
Net income attributable to noncontrolling interests		(58	)		(57	)

Net income attributable to Crown Holdings	$	153		$	145


Earnings per share attributable to Crown Holdings common shareholders:
Basic	$	0.95		$	0.91

Diluted	$	0.94		$	0.90


Weighted average common shares outstanding:
Basic		160,839,086			158,707,472
Diluted		163,197,094			161,508,765

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

Crown Holdings, Inc.

CONSOLIDATED BALANCE SHEETS (Condensed)

(In millions)

(Unaudited)


	June 30, 2010		December 31, 2009

Assets
Current assets
Cash and cash equivalents	$	412	$	459
Receivables, net		1,095		714
Inventories		1,076		960
Prepaid expenses and other current assets		122		109

Total current assets		2,705		2,242


Goodwill		1,884		2,050
Property, plant and equipment, net		1,418		1,509
Other non-current assets		694		731

Total	$	6,701	$	6,532


Liabilities and equity
Current liabilities
Short-term debt	$	234	$	30
Current maturities of long-term debt		38		29
Accounts payable and accrued liabilities		1,819		1,866

Total current liabilities		2,091		1,925


Long-term debt, excluding current maturities		2,707		2,739
Postretirement and pension liabilities		1,000		1,037
Other non-current liabilities		425		448
Commitments and contingent liabilities (Note K)

Noncontrolling interests		373		389
Crown Holdings shareholders’ equity/(deficit)		105		(6	)

Total equity		478		383


Total	$	6,701	$	6,532

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

Crown Holdings, Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Condensed)

(In millions)

(Unaudited)


Six months ended June 30	2010			2009

Cash flows from operating activities
Net income	$	211		$	202
Adjustments to reconcile net income to net cash used for operating activities:
Depreciation and amortization		88			93
Provision for restructuring		24			2
Asset impairments and sales		(7	)		(1	)
Pension expense		57			62
Pension contributions		(28	)		(31	)
Stock-based compensation		15			9
Changes in assets and liabilities:
Receivables		(466	)		(195	)
Inventories		(188	)		(214	)
Accounts payable and accrued liabilities		66			(108	)
Other, net		34			18

Net cash used for operating activities		(194	)		(163	)


Cash flows from investing activities
Capital expenditures		(104	)		(75	)
Proceeds from sale of property, plant and equipment		16			1
Other		3			(4	)

Net cash used for investing activities		(85	)		(78	)


Cash flows from financing activities
Proceeds from long-term debt		47			396
Payments of long-term debt		(426	)		(6	)
Net change in revolving credit facility and short-term debt		679			(15	)
Common stock issued		4			4
Common stock repurchased		(5	)		(4	)
Dividends paid to noncontrolling interests		(49	)		(27	)
Other		6			(4	)

Net cash provided by financing activities		256			344


Effect of exchange rate changes on cash and cash equivalents		(24	)		7


Net change in cash and cash equivalents		(47	)		110

Cash and cash equivalents at January 1		459			596


Cash and cash equivalents at June 30	$	412		$	706

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/(LOSS)

(In millions) (Unaudited)


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

Balance at January 1, 2009	$	929	$	1,510		($	428	)	($	2,195	)	($	133	)	($	317	)	$	353		$	36

Comprehensive income:
Net income							145									145			57			202
Translation adjustments										78						78			1			79
Amortization of net loss and prior service cost included in pension and postretirement cost										31						31						31
Derivatives qualifying as hedges										32						32						32

Total comprehensive income																286			58			344


Dividends paid																			(27	)		(27	)
Restricted stock awarded				(3	)								3
Stock-based compensation				9												9						9
Common stock issued – benefit plans				2									2			4						4
Common stock repurchased				(3	)								(1	)		(4	)					(4	)
Acquisition of business																			2			2


Balance at June 30, 2009	$	929	$	1,515		($	283	)	($	2,054	)	($	129	)	($	22	)	$	386		$	364


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

Comprehensive income:
Net income							153									153			58			211
Translation adjustments										(74	)					(74	)		(14	)		(88	)
Amortization of net loss and prior service cost included in pension and postretirement cost										36						36						36
Derivatives qualifying as hedges										(18	)					(18	)		(2	)		(20	)

Total comprehensive income																97			42			139


Dividends paid																			(49	)		(49	)
Restricted stock awarded				(3	)								3
Stock-based compensation				15												15						15
Common stock issued – benefit plans				2									2			4						4
Common stock repurchased				(4	)								(1	)		(5	)					(5	)
Sale of business																			(9	)		(9	)

Balance at June 30, 2010	$	929	$	1,546		$	59		($	2,311	)	($	118	)	$	105		$	373		$	478

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 June 30, 2010 and the results of its operations for the three and six month periods ended June 30, 2010 and 2009 and of its cash flows for the six months ended June 30, 2010 and 2009. 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, 2009. Certain reclassifications of prior years’ data have been made to conform to the current year presentation.

B. Recent Accounting and Reporting Pronouncements

Effective January 1, 2010, the Company adopted the FASB’s amended guidance on transfers of financial assets. The guidance removes the concept of a qualifying special-purpose entity, establishes a new “participating interest” definition that must be met for transfers of portions of financial assets to be eligible for sale accounting and clarifies and amends the derecognition criteria for a transfer to be accounted for as a sale. As a result of adopting the guidance, the Company’s current receivables securitization and certain factoring facilities are now accounted for as secured borrowings. The impact of adopting the new guidance on the Company’s Consolidated Balance Sheet was to increase both the Company’s receivables and short-term debt as of June 30, 2010 by $215. The impact of adopting the new guidance on the Company’s Consolidated Statement of Cash Flows was to both increase net cash used for operating activities and net cash provided by financing activities by $215 for the six months ended June 30, 2010. The adoption of the guidance did not materially impact the Company’s results of operations. In accordance with the guidance, prior period amounts have not been restated. See Note D for additional information.

Effective January 1, 2010, the Company adopted the FASB’s amended guidance on the consolidation of variable interest entities (VIEs). The guidance requires an entity to qualitatively assess the determination of the primary beneficiary of a VIE based on whether the entity (1) has the power to direct the activities of a VIE that most significantly impact the entity’s economic performance and (2) has the obligation to absorb losses of the entity or the right to receive benefits from the entity that could potentially be significant to the VIE. Also, the guidance requires an ongoing reconsideration of the primary beneficiary and amends the events that trigger a reassessment of whether an entity is a VIE. The adoption of the guidance had no impact on the Company’s financial statements.

The FASB provided guidance that requires new disclosures about fair value measurements and clarifies existing disclosure requirements. The new disclosures include (1) transfers in and out of level 1 and level 2 fair value measurements and (2) a gross presentation of activities within level 3 fair value measurements. The clarifications to existing disclosures include a requirement to provide fair value measurement disclosures for each class of assets and liabilities. A class is often a subset of assets or liabilities within a line item in the statement of financial position. A reporting entity is also required to provide disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements in either level 2 or level 3. The disclosures were required beginning with our quarter ended March 31, 2010 except for the

Crown Holdings, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(In millions, except per share and statistical data)

(Unaudited)

requirement to disclose gross presentation of activities within level 3, which is not effective until the first quarter of 2011. The disclosure requirement for transfers in and out of level 1 and level 2 had no impact on the Company. The requirement to disclose gross presentation of activities within level 3 is expected to affect only the Company’s level 3 pension assets. See Note F for additional information.

C. Stock-Based Compensation

During the first six months of 2010, the Company awarded 373,149 shares of restricted stock to certain senior executives, including 143,525 shares with time-vesting requirements and 229,624 shares with a market performance feature. The time-vested awards vest ratably over three years and had a grant-date fair value of $26.80 per share. The performance shares vest at the end of three years based on the results of a market performance criterion. The number of performance shares that will ultimately vest is based on the level of performance achieved, ranging between 0% and 200% of the shares awarded, and will be settled in stock. The estimated fair value of each performance share was calculated as $36.25 using a Monte Carlo valuation model. During the first six months of 2010, 246,693 shares of previously issued service-based awards and 136,003 shares of previously issued performance-based shares vested. The weighted average fair value of these shares on the vesting date was $26.10 per share. Also during the first six months of 2010, 108,177 performance-based shares were issued because the Company exceeded the target level of performance shares established on the original date of the related awards by approximately 80%. These shares were issued without restriction.

As of June 30, 2010, outstanding stock options included 5,368,808 shares that were fully vested or expected to vest of which 3,562,857 were exercisable. The weighted average exercise price of the options that were fully vested or expected to vest was $16.71, the aggregate intrinsic value was $45, and the weighted average remaining contractual life was 5.0 years. The weighted average exercise price of options that were currently exercisable was $13.27, the aggregate intrinsic value was $42, and the weighted average remaining contractual life was 4.2 years.

At June 30, 2010, unrecognized compensation cost related to unvested stock options and restricted stock was $13 and $8, respectively. The weighted average period over which the expense is expected to be recognized is 2.7 years for stock options and 1.4 years for restricted stock.

The Company received cash proceeds of $1 from the exercise of stock options in each of the second quarters of 2010 and 2009 and $3 and $4 in the first six months of 2010 and 2009, respectively.

D. Receivables

The Company utilizes receivable securitization facilities in the normal course of business as part of its management of cash flow activities. Under its committed $200 North American facility, the Company sells receivables, on a revolving basis, to a wholly-owned, bankruptcy-remote subsidiary. The subsidiary was formed for the sole purpose of buying and selling receivables generated by the Company and, in turn, sells undivided percentage ownership interests in the pool of purchased receivables to a syndicate of financial institutions. The Company generally retains an ownership interest in the pool of receivables that is subordinated to the ownership interests in the pool of receivables that are sold to third parties. Accordingly, the Company has determined that transactions under these facilities do not qualify for sale accounting and has therefore accounted for the transactions as secured borrowings.

Under the Company’s committed €120 European securitization facility, certain subsidiaries in the U.K. and France sell receivables to an entity formed in France for the sole purpose of buying receivables from the selling subsidiaries. The buying entity finances the purchase of receivables through the issuance of senior units to a third party. Since the units issued to the third party are senior to the interests retained by the Company, the Company has determined that transactions under these facilities do not qualify for sale accounting and has therefore accounted for the transactions as secured borrowings.

In addition, the Company utilizes receivables factoring arrangements in the normal course of business as part of managing cash flow activities for its European operations. Under the arrangements, the Company sells its entire interest in specified receivables to various third parties. Where the Company has surrendered control over factored receivables, the Company has accounted for the transfers as sales.

Crown Holdings, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(In millions, except per share and statistical data)

(Unaudited)

The Company’s continuing involvement in factored receivables accounted for as sales is limited to servicing the receivables. The Company receives adequate compensation for servicing the receivables; therefore, no servicing asset or liability was recorded.

At June 30, 2010, included in the Company’s Consolidated Balance Sheet were $215 of receivables that were securitized or factored and $215 of associated liabilities. In addition, at June 30, 2010, the Company derecognized receivables of $109 related to factoring arrangements accounted for as sales. At December 31, 2009, receivables of $392 securitized or factored under the Company’s facilities were accounted for as sales and reflected as a reduction of receivables in the Company’s Consolidated Balance Sheet.

For the three and six month periods ended June 30, 2010, the Company recorded expenses related to securitization and factoring facilities of $3 and $4 as interest expense. For the three and six month periods ended June 30, 2009, the Company recorded expenses related to securitization and factoring facilities of $1 and $2 as interest expense.

Collections from customers on securitized or factored receivables and related fees and costs are included in operating activities in the Consolidated Statements of Cash Flows. Proceeds and repayments from issuances of ownership interests in the consolidated entity that buys and sells the Company’s receivables under its securitization facilities as well as amounts received from factors for transactions that do not qualify for sale accounting are included in financing activities in the Consolidated Statements of Cash Flows.

E. 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.


	June 30, 2010		December 31, 2009

Finished goods	$	465	$	368
Work in process		135		102
Raw materials and supplies		476		490

	$	1,076	$	960

F. 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.

Crown Holdings, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(In millions, except per share and statistical data)

(Unaudited)

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 June 30, 2010 and December 31, 2009, respectively.


					Fair value at reporting date using
	June 30, 2010		Dec. 31, 2009		Level 1				Level 2
	June 30, 2010		Dec. 31, 2009		2010		2009		2010		2009
Assets
Derivative instruments:
Foreign exchange	$	27	$	14					$	27	$	14
Commodities		18		31	$	18	$	31

Total	$	45	$	45	$	18	$	31	$	27	$	14

Liabilities
Derivative instruments:
Cross-currency swaps	$	8	$	49					$	8	$	49
Foreign exchange		34		17						34		17
Commodities		13		1	$	13	$	1

Total	$	55	$	67	$	13	$	1	$	42	$	66

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 outstanding cross-currency swaps and 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 prevailing interest rates and foreign exchange spot and forward rates, and are reported under Level 2 of the fair value hierarchy.

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

G. Derivative Financial Instruments

In the normal course of business the Company is subject to risk from adverse fluctuations in foreign exchange, 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.

Crown Holdings, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(In millions, except per share and statistical data)

(Unaudited)

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 June 30, 2010 mature between one and thirty 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 may use cross-currency and interest rate swaps to manage its portfolio of fixed and variable debt, including foreign-currency denominated intercompany debt, and to manage the impact of debt on local cash flows. Currently the Company has one cross-currency swap outstanding, which matures in November 2010, with a notional value of $235. The swap is effective in mitigating the risk of changes in foreign exchange and interest rates because the critical terms of the swap, including notional amount, interest reset date, maturity date and underlying market index, match those of the foreign currency-denominated debt.

The Company uses commodity forwards to hedge anticipated purchases of various commodities, including aluminum, fuel oil and natural gas. Information about commodity price exposure is derived from supply forecasts submitted by customers and these exposures are hedged by a central treasury unit. The aggregate U.S. dollar-equivalent notional value of commodity contracts designated as cash flow hedges at June 30, 2010 and December 31, 2009 was $284 and $167.

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 aggregate U.S. dollar-equivalent notional value of foreign exchange contracts designated as cash flow hedges at June 30, 2010 and December 31, 2009 was $549 and $283.

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 6/30/2010			Six Months Ended 6/30/2010			Quarter Ended 6/30/2010		Six Months Ended 6/30/2010

Cross-currency swap	$	22		$	39		$	24	$	41	⁽¹⁾
Foreign exchange contracts		3			5			2		3	⁽²⁾
Commodity contracts		(24	)		(14	)		4		6	⁽³⁾

Total	$	1		$	30		$	30	$	50

Crown Holdings, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(In millions, except per share and statistical data)

(Unaudited)


	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 6/30/2009			Six Months Ended 6/30/2009			Quarter Ended 6/30/2009			Six Months Ended 6/30/2009

Cross-currency swap	($	31	)	($	2	)	($	29	)	$	2	⁽⁴⁾
Foreign exchange contracts		12			6			5			3	⁽⁵⁾
Commodity contracts		16			(2	)		(15	)		(35	)⁽⁶⁾

Total	($	3	)	$	2		($	39	)	($	30	)

(1)	Within the Statement of Operations for the six months ended June 30, 2010, $41 was credited to translation and foreign exchange. During the three months ended June 30, 2010, $24 was credited to translation and foreign exchange.

(2)	Within the Statement of Operations for the six months ended June 30, 2010, $2 was credited to net sales and $1 was credited to cost of goods sold. During the three months ended June 30, 2010, $2 was credited to cost of goods sold.

(3)	Within the Statement of Operations for the six months ended June 30, 2010, $6 was credited to cost of goods sold. During the three months ended June 30, 2010, $4 was credited to cost of goods sold.

(4)

Within the Statement of Operations for the six months ended June 30, 2009, $4 was charged to translation and foreign exchange and $6 was credited to interest expense. During the three months ended June 30, 2009, $34 was charged to translation and foreign exchange and $5 was credited to interest expense.

(5)	Within the Statement of Operations for the six months ended June 30, 2009, $2 was charged to net sales and $5 was credited to cost of products sold. During the three months ended June 30, 2009, $2 was credited to net sales and $3 was credited to cost of products sold.

(6)	Within the Statement of Operations for the six months ended June 30, 2009, $50 was charged to cost of products sold and $15 credited to income tax expense. During the three months ended June 30, 2009, $30 was charged to cost of products sold and $15 credited to income tax expense.

During the twelve months ending June 30, 2011, a net gain of $1 ($1, net of tax) is expected to be reclassified to earnings. The actual amount that will be reclassified may differ from this amount due to changing market conditions. No amounts were reclassified during the three and six months ended June 30, 2010 and 2009 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 three and six months ended June 30, 2010. The U.S. dollar-equivalent notional value of foreign exchange contracts designated as fair value hedges at June 30, 2010 and December 31, 2009 was $292 and $114.

Crown Holdings, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(In millions, except per share and statistical data)

(Unaudited)

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. The aggregate U.S dollar-equivalent notional value of these contracts at June 30, 2010 and December 31, 2009 was $695 and $575.

The impact on earnings of foreign exchange contracts designated as fair value hedges was losses of $6 and $8 for the three and six months ended June 30, 2010 and $35 and $26 for the three and six months ended June 30, 2009. The impact on earnings of foreign exchange contracts not designated as hedges were gains of $8 and $25 for the three and six months ended June 30, 2010 and a loss of $21 for each of the three and six months ended June 30, 2009. These items were reported as translation and foreign exchange and were offset by changes in the fair value of the related hedged items.

The fair values of outstanding derivative instruments in the Consolidated Balance Sheet at June 30, 2010 and December 31, 2009 were:


Assets	June 30, 2010			December 31, 2009
Derivatives designated as hedges:
Foreign exchange	$	23	⁽⁴⁾	$	4	⁽⁴⁾
Commodities		18	⁽⁵⁾		31	⁽⁵⁾
Derivatives not designated as hedges:
Foreign exchange		4	⁽⁴⁾		10	⁽⁴⁾

Total	$	45		$	45


Liabilities
Derivatives designated as hedges:
Cross-currency swaps	$	8	⁽⁶⁾	$	49	⁽⁶⁾
Foreign exchange		20	⁽⁶⁾		4	⁽⁶⁾
Commodities		13	⁽⁷⁾		1	⁽⁶⁾
Derivatives not designated as hedges:
Foreign exchange		14	⁽⁶⁾		13	⁽⁶⁾

Total	$	55		$	67

⁽⁴⁾	Reported in other current assets.

⁽⁵⁾	$8 and $14 reported in other current assets in 2010 and 2009 and $10 and $17 reported in other non- current assets in 2010 and 2009.

⁽⁶⁾	Reported in accounts payable and accrued liabilities.

⁽⁷⁾	$9 reported in accounts payable and accrued liabilities and $4 reported in other non-current liabilities.

Crown Holdings, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(In millions, except per share and statistical data)

(Unaudited)

H. Restructuring

The components of the outstanding restructuring reserve and movements within these components during the six months ended June 30, 2010 and 2009, respectively, were as follows:


	Termination benefits			Other exit costs			Asset writedowns			Total
Balance at January 1, 2009	$	11		$	1					$	12
Provision					2						2
Payments		(6	)		(2	)					(8	)

Balance at June 30, 2009	$	5		$	1					$	6


Balance at January 1, 2010	$	25		$	0		$	0		$	25
Provision		10			4			10			24
Payments		(11	)		(4	)					(15	)
Reclassify to other accounts		(5	)					(10	)		(15	)
Other		(1	)								(1	)

Balance at June 30, 2010	$	18		$	0		$	0		$	18

The provision of $24 in 2010 included $10 for asset writedowns, $5 for pension and postretirement plan curtailment charges and $5 for severance costs related to the closure of a Canadian plant in the Company’s Americas Food segment and $4 for strip and clean costs from prior restructuring actions.

The Company expects to incur future additional charges of approximately $21 related to the closure of the Canadian plant including $17 for pension settlements when the Company receives regulatory approval and settles these obligations. The Company expects the total cash cost of the closure to be $16 including $8 for the pension settlement. In addition, the Company expects to incur future additional charges related to prior restructuring actions in Canada of approximately $38 including $33 for pension settlements when the Company receives regulatory approval and settles these obligations and $5 for strip and clean costs. The Company expects the total cash cost of these prior restructuring actions to be $12 including $7 for the pension settlement.

The provision of $1 and $2 for the second quarter and first six months of 2009 related to maintenance and closing costs for a Canadian food can plant that ceased operations in 2008.

I. Debt

In June 2010, the Company amended its existing senior secured credit facilities to extend the maturity date of its revolving facilities and increase from $800 to $1,200 the aggregate principal amount available thereunder. The Company’s amended senior secured credit facilities now include new revolving facilities that mature on June 15, 2015 as well as the existing term loan facilities, that mature on November 15, 2012. The new revolving credit facilities are subject to a pricing grid and have an initial pricing of 2.25% above Libor or Euribor, respectively.

Lenders under the new senior secured revolving credit facilities include certain lenders under the existing senior secured revolving credit facilities who elected to convert their commitments under the existing senior secured revolving credit facilities into commitments under the new senior secured revolving credit facilities, as well as new lenders. To the extent that lenders under the existing senior secured revolving credit facilities did not participate as lenders under the new senior secured revolving credit facilities, the existing senior secured revolving credit facilities remain outstanding, subject to their maturity on May 15, 2011. The available capacity under the existing revolving facilities now consists of $194. Prior to maturity of the existing revolving facilities, borrowings under the existing revolving facilities and the new revolving facilities are limited to $1,200 in the aggregate.

At June 30, 2010 the Company had borrowings of $562 under its revolving credit facilities. The Company used borrowings under the new revolving facilities to repay $200 of the Company’s existing U.S. dollar term loan facility and the equivalent of $200 of the Company’s existing euro term loan facility.

Crown Holdings, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(In millions, except per share and statistical data)

(Unaudited)

The Company’s outstanding debt at June 30, 2010 and December 31, 2009 was as follows.


	2010			2009

Short-term debt	$	234		$	30


Long-term debt
Revolving credit facility borrowings	$	562		$	113
Senior secured notes:
Euro (€150 at June 30, 2010) 6.25% first priority due 2011		183			229
First priority term loans:
U.S. dollar at LIBOR plus 1.75% due 2012		150			350
Euro (€111 at June 30, 2010) at EURIBOR plus 1.75% due 2012		136			394
Senior notes and debentures:
U.S. dollar 7.625% due 2013		200			200
U.S. dollar 7.75% due 2015		600			600
U.S. dollar 7.625% due 2017		400			400
U.S. dollar 7.375% due 2026		350			350
U.S. dollar 7.50% due 2096		64			64
Other indebtedness in various currencies		113			82
Unamortized discounts		(13	)		(14	)

Total long-term debt		2,745			2,768
Less: current maturities		(38	)		(29	)

Total long-term debt, less current maturities	$	2,707		$	2,739

See Note O for subsequent events.

J. 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, the states of Nebraska and South Dakota 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.

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. In May 2006 the Texas Fourteenth Court of Appeals upheld a grant of summary judgment to Crown Cork and upheld the state constitutionality of the statute

Crown Holdings, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(In millions, except per share and statistical data)

(Unaudited)

(Barbara Robinson v. Crown Cork & Seal Company, Inc., No. 14-04-00658-CV, Fourteenth Court of Appeals, Texas). The Appeals Court decision has been appealed by the plaintiff to the Texas Supreme Court. A favorable ruling for summary judgment in an asbestos case pending against Crown Cork in the district court of Travis County, Texas (in Re Rosemarie Satterfield as Representative of the Estate of Jerrold Braley Deceased v. Crown Cork & Seal Company, Inc., No. 03-04-00518-CV, Texas Court of Appeals, Third District, at Austin) has been reversed on appeal on state constitutional grounds due to retroactive application of the statute. Although the Company believes that the Texas legislation is constitutional, there can be no assurance that the legislation will be upheld by the Texas Supreme Court on appeal. An adverse ruling by the Texas Supreme Court could have a material impact on the Company.

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. On February 6, 2009, the Superior Court of Pennsylvania affirmed, due to the plaintiff’s lack of standing, the Philadelphia Court of Common Pleas’ dismissal of three cases against Crown Cork raising federal and state constitutional challenges to the amended statute (Stea v. A.W. Chesterton, Inc., et. al, No. 2956 EDA 2006). The Pennsylvania Supreme Court has accepted an appeal of this decision. 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.

At December 31, 2009. the Company had 50,000 claims outstanding. Of these claims, approximately 15,000 relate to claimants alleging first exposure to asbestos after 1964 and 35,000 relate to claimants alleging first exposure to asbestos before or during 1964, of which approximately 12,000 were filed in Texas, 2,000 were filed in Pennsylvania, 6,000 were filed in other states that have enacted asbestos legislation and 15,000 were filed in other states. Historically (1977-2009), 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.

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.

With respect to post-1964 claims, regardless of the existence of asbestos legislation, the Company does not include in its accrual any amounts for settlements 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 adverse impact on the Company with respect to such claims.

Of the approximately 50,000 claims outstanding at the end of 2009, 2008 and 2007 approximately 16%, 15% and 15%, respectively, relate to claims alleging serious diseases (primarily mesothelioma and other malignancies).

During the six months ended June 30, 2010, Crown Cork received approximately 1,100 new claims, settled or dismissed approximately 500 claims for a total of $4, and had approximately 50,000 claims outstanding at the end of the period. Settlement amounts include amounts committed to be paid in future periods. The outstanding claims at June 30, 2010 exclude 33,000 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 at June 30, 2010 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. The

Crown Holdings, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(In millions, except per share and statistical data)

(Unaudited)

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.

As of June 30, 2010, the Company’s accrual for pending and future asbestos-related claims and related legal costs was $222, including $169 for unasserted claims and $1 for committed settlements that will be paid over time. The Company’s accrual includes estimates for probable costs for claims through the year 2019. Potential estimated additional claims costs of $38 beyond 2019 have not been included in the Company’s accrual, as the Company believes cost projections beyond ten years are inherently unreliable due to potential changes in the litigation environment and other factors whose impact cannot be known or reasonably estimated.

Crown Cork has entered into arrangements with plaintiffs’ counsel in certain jurisdictions where claims 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 June 30, 2010.

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

K. 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.

The Company has also recorded aggregate accruals of $12 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.

The Company is subject to antitrust investigations in Europe. In July 2010, the Spanish National Antitrust Commission issued a Statement of Facts (Pliego de Concreción de Hechos) 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. The Statement of Facts does not constitute a decision on the merits and is subject to a reply by the Company. If the Antitrust Commission finds that the Company’s subsidiaries violated competition law, the Antitrust Commission has the authority to levy fines. Also in July 2010, a subsidiary of the Company became aware of an investigation by the Netherlands Competition Authority in relation to competition law matters. No allegations have been made at this stage by the Dutch authorities. The Company believes that the allegations in Spain are without merit and intends to defend its position vigorously. However, the Company is unable to predict the ultimate outcome of the foregoing or their impact on the Company.

Crown Holdings, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(In millions, except per share and statistical data)

(Unaudited)

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 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 a gain of $20 in the first quarter of 2010.

At June 30, 2010, the Company had 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 $17. 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 June 30, 2010, the Company also had guarantees of $31 related to the residual values of leased assets.

L. Earnings Per Share

The following table summarizes the computations of basic and diluted earnings per share attributable to Crown Holdings for the periods ended June 30, 2010 and 2009, respectively:


	Three Months Ended June 30				Six Months Ended June 30
	2010		2009		2010		2009
Net income attributable to Crown Holdings	$	112	$	105	$	153	$	145

Weighted average shares outstanding:
Basic		161.0		158.9		160.8		158.7
Add: dilutive stock options and restricted stock		2.3		2.8		2.4		2.8

Diluted		163.3		161.7		163.2		161.5

Basic earnings per share	$	0.70	$	0.66	$	0.95	$	0.91

Diluted earnings per share	$	0.69	$	0.65	$	0.94	$	0.90

Excluded from the computation of diluted earnings per share were common shares contingently issuable upon the exercise of outstanding stock options, amounting to 3.2 million shares and 3.3 million shares for the three and six months ended June 30, 2010 and 3.4 million shares and 4.1 million shares for the same periods in 2009 because the effect would have been antidilutive.

Crown Holdings, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(In millions, except per share and statistical data)

(Unaudited)

M. Pension and Other Postretirement Benefits

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


	Three Months Ended June 30						Six Months Ended June 30
Pension Benefits – U.S. Plans	2010			2009			2010			2009

Service cost	$	2		$	2		$	4		$	4
Interest cost		18			20			36			40
Expected return on plan assets		(20	)		(17	)		(40	)		(35	)
Recognized prior service cost								1			1
Recognized net loss		17			19			34			39

Net periodic cost	$	17		$	24		$	35		$	49


	Three Months Ended June 30						Six Months Ended June 30
Pension Benefits – Non-U.S. Plans	2010			2009			2010			2009

Service cost	$	6		$	4		$	13		$	9
Interest cost		37			36			76			70
Expected return on plan assets		(43	)		(40	)		(88	)		(77	)
Recognized prior service cost		(1	)		(2	)		(2	)		(3	)
Recognized net loss		12			8			23			14

Net periodic cost	$	11		$	6		$	22		$	13


	Three Months Ended June 30						Six Months Ended June 30
Other Postretirement Benefits	2010			2009			2010			2009

Service cost	$	2		$	2		$	4		$	4
Interest cost		8			8			15			15
Recognized prior service credit		(6	)		(5	)		(11	)		(11	)
Recognized net loss		3			1			5			4

Net periodic cost	$	7		$	6		$	13		$	12

N. Segment Information

The Company’s business is organized geographically within three divisions, Americas, Europe and Asia-Pacific. Within the Americas and Europe, the Company has determined that it has the following reportable segments organized along a combination of product lines and geographic areas: Americas Beverage and North America Food in the Americas, and European Beverage, European Food and European Specialty Packaging in Europe.

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.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(In millions, except per share and statistical data)

(Unaudited)

The tables below present information about operating segments for the three and six months ended June 30, 2010 and 2009:


	External Sales				External Sales
	Three Months Ended June 30				Six Months Ended June 30
	2010		2009		2010		2009
Americas Beverage	$	549	$	478	$	1,029	$	887
North America Food		214		250		411		447
European Beverage		439		453		753		792
European Food		421		466		825		855
European Specialty Packaging		97		108		188		189

Total reportable segments		1,720		1,755		3,206		3,170

Non-reportable segments		290		300		581		569

Total	$	2,010	$	2,055	$	3,787	$	3,739


	Segment Income				Segment Income
	Three Months Ended June 30				Six Months Ended June 30
	2010		2009		2010		2009
Americas Beverage	$	73	$	62	$	130	$	103
North America Food		33		29		49		47
European Beverage		75		88		127		145
European Food		59		71		99		123
European Specialty Packaging		8		8		11		9

Total reportable segments	$	248	$	258	$	416	$	427

A reconciliation of segment income of reportable segments to income before income taxes and equity earnings for the three and six months ended June 30, 2010 and 2009 follows:


	Segment Income						Segment Income
	Three Months Ended June 30						Six Months Ended June 30
	2010			2009			2010			2009
Segment income of reportable segments	$	248		$	258		$	416		$	427
Segment income of non-reportable segments		47			46			92			88
Corporate and unallocated items		(55	)		(61	)		(97	)		(116	)
Provision for restructuring		(2	)		(1	)		(24	)		(2	)
Asset impairments and sales		6			1			7			1
Interest expense		(45	)		(62	)		(92	)		(123	)
Interest income		2			1			3			3
Translation and foreign exchange								2			(4	)

Income before income taxes and equity earnings	$	201		$	182		$	307		$	274

“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.

Crown Holdings, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(In millions, except per share and statistical data)

(Unaudited)

O. Subsequent Events

In August 2010, the Company entered into an agreement with Citigroup Global Markets, Inc. to purchase shares of its common stock under an accelerated share repurchase program. Pursuant to the agreement, the Company initially purchased 3,182,461 shares, currently estimated to be approximately 90 percent of the shares to be repurchased, from Citigroup for $100. The final number of shares to be repurchased and the aggregate cost to the Company will be based on the Company’s volume-weighted average stock price during the term of the transaction, which the Company expects to be completed during the fourth quarter of 2010. At termination of the transaction, the Company may receive additional shares or may be required to pay a price adjustment based on the volume-weighted average stock price. The Company may elect to settle the price adjustment, if any, in shares or in cash.

Crown Holdings, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(In millions, except per share and statistical data)

(Unaudited)

P. Condensed Combining Financial Information

Crown European Holdings SA (Issuer), a 100% owned subsidiary of the Company, has outstanding senior notes 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), and 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 six months ended June 30, 2010 and 2009,

•

balance sheets as of June 30, 2010 and December 31, 2009, and

•

statements of cash flows for the six months ended June 30, 2010 and 2009

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 June 30, 2010

(in millions)


	Parent		Issuer			Guarantors			Non- Guarantors			Eliminations			Total Company
Net sales						$	1,161		$	849					$	2,010
Cost of products sold, excluding depreciation and amortization			$	(4	)		956			679						1,631
Depreciation and amortization							23			21						44


Gross profit				4			182			149						335


Selling and administrative expense				(1	)		69			27						95
Provision for restructuring							2									2
Asset impairments and sales				1			(1	)		(6	)					(6	)
Net interest expense				6			35			2						43
Technology royalty							(9	)		9


Income/(loss) before income taxes				(2	)		86			117						201
Provision for income taxes							35			22						57
Equity earnings in affiliates	$	112		75			61					$	(248	)


Net income		112		73			112			95			(248	)		144
Net income attributable to noncontrolling interests										(32	)					(32	)

Net income attributable to Crown Holdings	$	112	$	73		$	112		$	63		$	(248	)	$	112

Crown Holdings, Inc.

CONDENSED COMBINING STATEMENT OF OPERATIONS

For the three months ended June 30, 2009

(in millions)


	Parent		Issuer			Guarantors			Non- Guarantors			Eliminations			Total Company
Net sales						$	1,189		$	866					$	2,055
Cost of products sold, excluding depreciation and amortization			$	(2	)		983			695						1,676
Depreciation and amortization							25			21						46


Gross profit				2			181			150						333


Selling and administrative expense				(1	)		68			23						90
Provision for restructuring							1									1
Asset impairments and sales							(1	)								(1	)
Net interest expense				6			50			5						61
Technology royalty							(10	)		10
Translation and foreign exchange				4			(3	)		(1	)


Income/(loss) before income taxes				(7	)		76			113						182
Provision for income taxes							23			21						44
Equity earnings in affiliates	$	105		76			52			1		$	(233	)		1


Net income		105		69			105			93			(233	)		139
Net income attributable to noncontrolling interests										(34	)					(34	)

Net income attributable to Crown Holdings	$	105	$	69		$	105		$	59		$	(233	)	$	105

Crown Holdings, Inc.

CONDENSED COMBINING STATEMENT OF OPERATIONS

For the six months ended June 30, 2010

(in millions)


	Parent		Issuer			Guarantors			Non- Guarantors			Eliminations			Total Company
Net sales						$	2,208		$	1,579					$	3,787
Cost of products sold, excluding depreciation and amortization			$	(6	)		1,851			1,269						3,114
Depreciation and amortization							45			43						88


Gross profit				6			312			267						585


Selling and administrative expense				(1	)		121			54						174
Provision for restructuring							24									24
Asset impairments and sales				1			(2	)		(6	)					(7	)
Net interest expense				4			78			7						89
Technology royalty							(16	)		16
Translation and foreign exchange							(2	)								(2	)


Income before income taxes				2			109			196						307
Provision for income taxes							59			37						96
Equity earnings in affiliates	$	153		107			103					$	(363	)


Net income		153		109			153			159			(363	)		211
Net income attributable to noncontrolling interests										(58	)					(58	)

Net income attributable to Crown Holdings	$	153	$	109		$	153		$	101		$	(363	)	$	153

Crown Holdings, Inc.

CONDENSED COMBINING STATEMENT OF OPERATIONS

For the six months ended June 30, 2009

(in millions)


	Parent		Issuer			Guarantors			Non- Guarantors			Eliminations			Total Company
Net sales						$	2,179		$	1,560					$	3,739
Cost of products sold, excluding depreciation and amortization			$	(5	)		1,819			1,254						3,068
Depreciation and amortization							48			45						93


Gross profit				5			312			261						578


Selling and administrative expense				(2	)		134			47						179
Provision for restructuring							2									2
Asset impairments and sales							(1	)								(1	)
Net interest expense				14			96			10						120
Technology royalty							(17	)		17
Translation and foreign exchange				4			(2	)		2						4


Income/(loss) before income taxes				(11	)		100			185						274
Provision for income taxes							28			40						68
Equity earnings/(loss) in affiliates	$	145		125			73					$	(347	)		(4	)


Net income		145		114			145			145			(347	)		202
Net income attributable to noncontrolling interests										(57	)					(57	)

Net income attributable to Crown Holdings	$	145	$	114		$	145		$	88		$	(347	)	$	145

Crown Holdings, Inc.

CONDENSED COMBINING BALANCE SHEET

As of June 30, 2010

(in millions)


	Parent		Issuer		Guarantors			Non- Guarantors		Eliminations			Total Company
Assets
Current assets
Cash and cash equivalents					$	39		$	373				$	412
Receivables, net			$	74		184			837					1,095
Intercompany receivables				1		72			37	$	(110	)
Inventories						598			478					1,076
Prepaid expenses and other current assets	$	3		1		93			25					122

Total current assets		3		76		986			1,750		(110	)		2,705


Intercompany debt receivables				1,445		2,088			312		(3,845	)
Investments		272		2,528		(98	)				(2,702	)
Goodwill						1,354			530					1,884
Property, plant and equipment, net						608			810					1,418
Other non-current assets				1		681			12					694

Total	$	275	$	4,050	$	5,619		$	3,414	$	(6,657	)	$	6,701


Liabilities and equity
Current liabilities
Short-term debt			$	35	$	10		$	189				$	234
Current maturities of long-term debt				4		4			30					38
Accounts payable and accrued liabilities	$	12		13		1,021			773					1,819
Intercompany payables				3		34			73	$	(110	)

Total current liabilities		12		55		1,069			1,065		(110	)		2,091


Long-term debt, excluding current maturities				517		2,111			79					2,707
Long-term intercompany debt		158		2,453		862			372		(3,845	)
Postretirement and pension liabilities						983			17					1,000
Other non-current liabilities						322			103					425
Commitments and contingent liabilities

Noncontrolling interests									373					373
Crown Holdings shareholders’ equity		105		1,025		272			1,405		(2,702	)		105

Total equity		105		1,025		272			1,778		(2,702	)		478


Total	$	275	$	4,050	$	5,619		$	3,414	$	(6,657	)	$	6,701

Crown Holdings, Inc.

CONDENSED COMBINING BALANCE SHEET

As of December 31, 2009

(in millions)


	Parent			Issuer		Guarantors			Non- Guarantors		Eliminations			Total Company
Assets
Current assets
Cash and cash equivalents				$	5	$	49		$	405				$	459
Receivables, net					77		101			536					714
Intercompany receivables					2		59			32	$	(93	)
Inventories							529			431					960
Prepaid expenses and other current assets	$	2					81			26					109

Total current assets		2			84		819			1,430		(93	)		2,242


Intercompany debt receivables					1,833		2,433			432		(4,698	)
Investments		174			2,571		(69	)				(2,676	)
Goodwill							1,443			607					2,050
Property, plant and equipment, net							671			838					1,509
Other non-current assets					2		715			14					731

Total	$	176		$	4,490	$	6,012		$	3,321	$	(7,467	)	$	6,532


Liabilities and equity
Current liabilities
Short-term debt				$	2	$	1		$	27				$	30
Current maturities of long-term debt					4		6			19					29
Accounts payable and accrued liabilities	$	21			54		1,000			791					1,866
Intercompany payables					2		30			61	$	(93	)

Total current liabilities		21			62		1,037			898		(93	)		1,925


Long-term debt, excluding current maturities					619		2,063			57					2,739
Long-term intercompany debt		161			2,797		1,389			351		(4,698	)
Postretirement and pension liabilities							1,019			18					1,037
Other non-current liabilities							330			118					448
Commitments and contingent liabilities

Noncontrolling interests										389					389
Crown Holdings shareholders’ equity/(deficit)		(6	)		1,012		174			1,490		(2,676	)		(6	)

Total equity/(deficit)		(6	)		1,012		174			1,879		(2,676	)		383


Total	$	176		$	4,490	$	6,012		$	3,321	$	(7,467	)	$	6,532

Crown Holdings, Inc.

CONDENSED COMBINING STATEMENT OF CASH FLOWS

For the six months ended June 30, 2010

(in millions)


	Parent			Issuer			Guarantors			Non- Guarantors			Eliminations			Total Company

Net cash provided by/(used for) operating activities	$	4					$	12		$	(210	)				$	(194	)


Cash flows from investing activities
Capital expenditures								(31	)		(73	)					(104	)
Intercompany investing activities				$	(193	)		231			3		$	(41	)
Proceeds from sale of property, plant and equipment								5			11						16
Other								1			2						3


Net cash provided by/(used for) investing activities					(193	)		206			(57	)		(41	)		(85	)


Cash flows from financing activities
Proceeds from long-term debt											47						47
Payments of long-term debt					(215	)		(201	)		(10	)					(426	)
Net change in revolving credit facility and short-term debt					255			257			167						679
Net change in long-term intercompany balances		(3	)		134			(274	)		143
Common stock issued		4															4
Common stock repurchased		(5	)														(5	)
Dividends paid											(41	)		41
Dividends paid to noncontrolling interests											(49	)					(49	)
Other					14			(8	)								6


Net cash provided by/(used for) financing activities		(4	)		188			(226	)		257			41			256


Effect of exchange rate changes on cash and cash equivalents								(2	)		(22	)					(24	)


Net change in cash and cash equivalents					(5	)		(10	)		(32	)					(47	)

Cash and cash equivalents at January 1					5			49			405						459


Cash and cash equivalents at June 30	$	0		$	0		$	39		$	373		$	0		$	412

Crown Holdings, Inc.

CONDENSED COMBINING STATEMENT OF CASH FLOWS

For the six months ended June 30, 2009

(in millions)


	Parent			Issuer			Guarantors			Non- Guarantors			Eliminations			Total Company
Net cash used for operating activities	$	(2	)	$	(7	)	$	(58	)	$	(96	)				$	(163	)


Cash flows from investing activities
Capital expenditures								(30	)		(45	)					(75	)
Proceeds from sale of property, plant and equipment								1									1
Intercompany investing activities								107			(77	)	$	(30	)
Other											(4	)					(4	)


Net cash provided by/(used for) investing activities								78			(126	)		(30	)		(78	)


Cash flows from financing activities
Proceeds from long-term debt								388			8						396
Payments of long-term debt								(1	)		(5	)					(6	)
Net change in revolving credit facility and short-term debt											(15	)					(15	)
Net change in long-term intercompany balances		2			39			(327	)		286
Common stock issued		4															4
Common stock repurchased		(4	)														(4	)
Dividends paid											(30	)		30
Dividends paid to noncontrolling interests											(27	)					(27	)
Other					(17	)		13									(4	)


Net cash provided by financing activities		2			22			73			217			30			344


Effect of exchange rate changes on cash and cash equivalents								5			2						7


Net change in cash and cash equivalents					15			98			(3	)					110

Cash and cash equivalents at January 1					77			138			381						596


Cash and cash equivalents at June 30	$	0		$	92		$	236		$	378		$	0		$	706

Crown Holdings, Inc.

Crown Cork & Seal Company, Inc. (Issuer), a 100% owned subsidiary, has outstanding registered debt that is 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 six months ended June 30, 2010 and 2009,

•

balance sheets as of June 30, 2010 and December 31, 2009, and

•

statements of cash flows for the six months ended June 30, 2010 and 2009

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 June 30, 2010

(in millions)


	Parent		Issuer			Non- Guarantors			Eliminations			Total Company
Net sales						$	2,010					$	2,010
Cost of products sold, excluding depreciation and amortization							1,631						1,631
Depreciation and amortization							44						44


Gross profit							335						335

Selling and administrative expense			$	2			93						95
Provision for restructuring							2						2
Asset impairments and sales							(6	)					(6	)
Net interest expense				20			23						43


Income/(loss) before income taxes				(22	)		223						201
Provision for/(benefit from) income taxes				(2	)		59						57
Equity earnings in affiliates	$	112		132					$	(244	)


Net income		112		112			164			(244	)		144
Net income attributable to noncontrolling interests							(32	)					(32	)

Net income attributable to Crown Holdings	$	112	$	112		$	132		$	(244	)	$	112

Crown Holdings, Inc.

CONDENSED COMBINING STATEMENT OF OPERATIONS

For the three months ended June 30, 2009

(in millions)


	Parent		Issuer			Non- Guarantors			Eliminations			Total Company
Net sales						$	2,055					$	2,055
Cost of products sold, excluding depreciation and amortization							1,676						1,676
Depreciation and amortization							46						46


Gross profit							333						333


Selling and administrative expense			$	3			87						90
Provision for restructuring							1						1
Asset impairments and sales							(1	)					(1	)
Net interest expense				20			41						61


Income/(loss) before income taxes				(23	)		205						182
Provision for/(benefit from) income taxes				(9	)		53						44
Equity earnings in affiliates	$	105		119			1		$	(224	)		1


Net income		105		105			153			(224	)		139
Net income attributable to noncontrolling interests							(34	)					(34	)

Net income attributable to Crown Holdings	$	105	$	105		$	119		$	(224	)	$	105

Crown Holdings, Inc.

CONDENSED COMBINING STATEMENT OF OPERATIONS

For the six months ended June 30, 2010

(in millions)


	Parent		Issuer			Non- Guarantors			Eliminations			Total Company
Net sales						$	3,787					$	3,787
Cost of products sold, excluding depreciation and amortization							3,114						3,114
Depreciation and amortization							88						88


Gross profit							585						585


Selling and administrative expense			$	(16	)		190						174
Provision for restructuring							24						24
Asset impairments and sales							(7	)					(7	)
Net interest expense				42			47						89
Translation and foreign exchange							(2	)					(2	)


Income/(loss) before income taxes				(26	)		333						307
Provision for income taxes							96						96
Equity earnings in affiliates	$	153		179					$	(332	)


Net income		153		153			237			(332	)		211
Net income attributable to noncontrolling interests							(58	)					(58	)

Net income attributable to Crown Holdings	$	153	$	153		$	179		$	(332	)	$	153

Crown Holdings, Inc.

CONDENSED COMBINING STATEMENT OF OPERATIONS

For the six months ended June 30, 2009

(in millions)


	Parent		Issuer			Non- Guarantors			Eliminations			Total Company
Net sales						$	3,739					$	3,739
Cost of products sold, excluding depreciation and amortization							3,068						3,068
Depreciation and amortization							93						93


Gross profit							578						578


Selling and administrative expense			$	6			173						179
Provision for restructuring							2						2
Asset impairments and sales							(1	)					(1	)
Net interest expense				41			79						120
Translation and foreign exchange							4						4


Income/(loss) before income taxes				(47	)		321						274
Provision for/(benefit from) income taxes				(18	)		86						68
Equity earnings/(loss) in affiliates	$	145		174			(4	)	$	(319	)		(4	)


Net income		145		145			231			(319	)		202
Net income attributable to noncontrolling interests							(57	)					(57	)

Net income attributable to Crown Holdings	$	145	$	145		$	174		$	(319	)	$	145

Crown Holdings, Inc.

CONDENSED COMBINING BALANCE SHEET

As of June 30, 2010

(in millions)


	Parent		Issuer		Non- Guarantors		Eliminations			Total Company
Assets
Current assets
Cash and cash equivalents					$	412				$	412
Receivables, net						1,095					1,095
Inventories						1,076					1,076
Prepaid expenses and other current assets	$	3				119					122

Total current assets		3				2,702					2,705


Intercompany debt receivables						786	$	(786	)
Investments		272	$	1,047				(1,319	)
Goodwill						1,884					1,884
Property, plant and equipment, net						1,418					1,418
Other non-current assets				532		162					694

Total	$	275	$	1,579	$	6,952	$	(2,105	)	$	6,701


Liabilities and equity
Current liabilities
Short-term debt					$	234				$	234
Current maturities of long-term debt						38					38
Accounts payable and accrued liabilities	$	12	$	33		1,774					1,819

Total current liabilities		12		33		2,046					2,091


Long-term debt, excluding current maturities				412		2,295					2,707
Long-term intercompany debt		158		628			$	(786	)
Postretirement and pension liabilities						1,000					1,000
Other non-current liabilities				234		191					425
Commitments and contingent liabilities

Noncontrolling interests						373					373
Crown Holdings shareholders’ equity		105		272		1,047		(1,319	)		105

Total equity		105		272		1,420		(1,319	)		478

Total	$	275	$	1,579	$	6,952	$	(2,105	)	$	6,701

Crown Holdings, Inc.

CONDENSED COMBINING BALANCE SHEET

As of December 31, 2009

(in millions)


	Parent			Issuer		Non- Guarantors		Eliminations			Total Company
Assets
Current assets
Cash and cash equivalents						$	459				$	459
Receivables, net							714					714
Inventories							960					960
Prepaid expenses and other current assets	$	2					107					109

Total current assets		2					2,240					2,242


Intercompany debt receivables							826	$	(826	)
Investments		174		$	961				(1,135	)
Goodwill							2,050					2,050
Property, plant and equipment, net							1,509					1,509
Other non-current assets					567		164					731

Total	$	176		$	1,528	$	6,789	$	(1,961	)	$	6,532


Liabilities and equity
Current liabilities
Short-term debt						$	30				$	30
Current maturities of long-term debt							29					29
Accounts payable and accrued liabilities	$	21		$	38		1,807					1,866

Total current liabilities		21			38		1,866					1,925


Long-term debt, excluding current maturities					412		2,327					2,739
Long-term intercompany debt		161			665			$	(826	)
Postretirement and pension liabilities							1,037					1,037
Other non-current liabilities					239		209					448
Commitments and contingent liabilities

Noncontrolling interests							389					389
Crown Holdings shareholders’ equity/(deficit)		(6	)		174		961		(1,135	)		(6	)

Total equity/(deficit)		(6	)		174		1,350		(1,135	)		383


Total	$	176		$	1,528	$	6,789	$	(1,961	)	$	6,532

Crown Holdings, Inc.

CONDENSED COMBINING STATEMENT OF CASH FLOWS

For the six months ended June 30, 2010

(in millions)


	Parent			Issuer			Non- Guarantors			Eliminations			Total Company

Net cash provided by/(used for) operating activities	$	4		$	(1	)	$	(197	)				$	(194	)


Cash flows from investing activities
Capital expenditures								(104	)					(104	)
Proceeds from sale of property, plant and equipment.								16						16
Intercompany investing activities					38					$	(38	)
Other								3						3


Net cash provided by/(used for) investing activities					38			(85	)		(38	)		(85	)


Cash flows from financing activities
Proceeds from long-term debt								47						47
Payments of long-term debt								(426	)					(426	)
Net change in revolving credit facility and short-term debt								679						679
Net change in long-term intercompany balances		(3	)		(37	)		40
Common stock issued		4												4
Common stock repurchased		(5	)											(5	)
Dividends paid								(38	)		38
Dividend paid to noncontrolling interests								(49	)					(49	)
Other								6						6

Net cash provided by/(used for) financing activities		(4	)		(37	)		259			38			256


Effect of exchange rate changes on cash and cash equivalents								(24	)					(24	)


Net change in cash and cash equivalents								(47	)					(47	)

Cash and cash equivalents at January 1								459						459


Cash and cash equivalents at June 30	$	0		$	0		$	412		$	0		$	412

Crown Holdings, Inc.

CONDENSED COMBINING STATEMENT OF CASH FLOWS

For the six months ended June 30, 2009

(in millions)


	Parent			Issuer			Non- Guarantors			Eliminations			Total Company

Net cash used for operating activities	$	(2	)	$	(23	)	$	(138	)				$	(163	)


Cash flows from investing activities
Capital expenditures								(75	)					(75	)
Proceeds from sale of property, plant and equipment								1						1
Other					23			(4	)	$	(23	)		(4	)


Net cash provided by/(used for) investing activities					23			(78	)		(23	)		(78	)


Cash flows from financing activities
Proceeds from long-term debt								396						396
Payments of long-term debt								(6	)					(6	)
Net change in revolving credit facility and short-term debt								(15	)					(15	)
Net change in long-term intercompany balances		2						(2	)
Common stock issued		4												4
Common stock repurchased		(4	)											(4	)
Dividends paid								(23	)		23
Dividend paid to noncontrolling interests								(27	)					(27	)
Other								(4	)					(4	)


Net cash provided by financing activities		2						319			23			344


Effect of exchange rate changes on cash and cash equivalents								7						7


Net change in cash and cash equivalents								110						110

Cash and cash equivalents at January 1								596						596


Cash and cash equivalents at June 30	$	0		$	0		$	706		$	0		$	706

Crown Holdings, Inc.

Crown Americas, LLC, Crown Americas Capital Corp. and Crown Americas Capital Corp. II (collectively, the Issuers), 100% owned subsidiaries of the Company, have outstanding senior unsecured notes 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 six months ended June 30, 2010 and 2009,

•

balance sheets as of June 30, 2010 and December 31, 2009, and

•

statements of cash flows for the six months ended June 30, 2010 and 2009

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 June 30, 2010

(in millions)


	Parent		Issuer			Guarantors			Non- Guarantors			Eliminations			Total Company

Net sales						$	597		$	1,413					$	2,010
Cost of products sold, excluding depreciation and amortization							491			1,140						1,631
Depreciation and amortization							10			34						44


Gross profit							96			239						335


Selling and administrative expense			$	(1	)		40			56						95
Provision for restructuring										2						2
Asset impairments and sales										(6	)					(6	)
Net interest expense				(3	)		37			9						43
Technology royalty							(12	)		12


Income before income taxes				4			31			166						201
Provision for income taxes				2			20			35						57
Equity earnings in affiliates	$	112		38			101					$	(251	)


Net income		112		40			112			131			(251	)		144
Net income attributable to noncontrolling interests										(32	)					(32	)

Net income attributable to Crown Holdings	$	112	$	40		$	112		$	99		$	(251	)	$	112

Crown Holdings, Inc.

CONDENSED COMBINING STATEMENT OF OPERATIONS

For the three months ended June 30, 2009

(in millions)


	Parent		Issuer			Guarantors			Non- Guarantors			Eliminations			Total Company

Net sales						$	589		$	1,466					$	2,055
Cost of products sold, excluding depreciation and amortization							504			1,172						1,676
Depreciation and amortization							11			35						46


Gross profit							74			259						333


Selling and administrative expense			$	1			34			55						90
Provision for restructuring										1						1
Asset impairments and sales							(1	)								(1	)
Net interest expense				13			28			20						61
Technology royalty							(12	)		12


Income/(loss) before income taxes				(14	)		25			171						182
Provision for/(benefit from) income taxes				(5	)		16			33						44
Equity earnings in affiliates	$	105		32			96					$	(232	)		1


Net income		105		23			105			138			(232	)		139
Net income attributable to noncontrolling interests										(34	)					(34	)

Net income attributable to Crown Holdings	$	105	$	23		$	105		$	104		$	(232	)	$	105

Crown Holdings, Inc.

CONDENSED COMBINING STATEMENT OF OPERATIONS

For the six months ended June 30, 2010

(in millions)


	Parent		Issuer			Guarantors			Non- Guarantors			Eliminations			Total Company

Net sales						$	1,119		$	2,668					$	3,787
Cost of products sold, excluding depreciation and amortization							945			2,169						3,114
Depreciation and amortization							20			68						88


Gross profit							154			431						585


Selling and administrative expense			$	1			55			118						174
Provision for restructuring										24						24
Asset impairments and sales										(7	)					(7	)
Net interest expense				18			50			21						89
Technology royalty							(19	)		19
Translation and foreign exchange										(2	)					(2	)


Income/(loss) before income taxes				(19	)		68			258						307
Provision for/(benefit from) income taxes				(7	)		44			59						96
Equity earnings in affiliates	$	153		66			129					$	(348	)


Net income		153		54			153			199			(348	)		211
Net income attributable to noncontrolling interests										(58	)					(58	)

Net income attributable to Crown Holdings	$	153	$	54		$	153		$	141		$	(348	)	$	153

Crown Holdings, Inc.

CONDENSED COMBINING STATEMENT OF OPERATIONS

For the six months ended June 30, 2009

(in millions)


	Parent		Issuer			Guarantors			Non- Guarantors			Eliminations			Total Company

Net sales						$	1,085		$	2,654					$	3,739
Cost of products sold, excluding depreciation and amortization							941			2,127						3,068
Depreciation and amortization							22			71						93


Gross profit							122			456						578


Selling and administrative expense			$	2			68			109						179
Provision for restructuring										2						2
Asset impairments and sales							(1	)								(1	)
Net interest expense				22			56			42						120
Technology royalty							(22	)		22
Translation and foreign exchange										4						4


Income/(loss) before income taxes				(24	)		21			277						274
Provision for/(benefit from) income taxes				(9	)		27			50						68
Equity earnings/(loss) in affiliates	$	145		26			151					$	(326	)		(4	)


Net income		145		11			145			227			(326	)		202
Net income attributable to noncontrolling interests										(57	)					(57	)

Net income attributable to Crown Holdings	$	145	$	11		$	145		$	170		$	(326	)	$	145

Crown Holdings, Inc.

CONDENSED COMBINING BALANCE SHEET

As of June 30, 2010

(in millions)


	Parent		Issuer		Guarantors		Non- Guarantors		Eliminations			Total Company
Assets
Current assets
Cash and cash equivalents			$	13	$	2	$	397				$	412
Receivables, net				1		11		1,083					1,095
Intercompany receivables						43		8	$	(51	)
Inventories						293		783					1,076
Prepaid expenses and other current assets	$	3		1		39		79					122

Total current assets		3		15		388		2,350		(51	)		2,705


Intercompany debt receivables				1,690		1,166		229		(3,085	)
Investments		272		1,091		540				(1,903	)
Goodwill						453		1,431					1,884
Property, plant and equipment, net				1		289		1,128					1,418
Other non-current assets				37		523		134					694

Total	$	275	$	2,834	$	3,359	$	5,272	$	(5,039	)	$	6,701


Liabilities and equity
Current liabilities
Short-term debt							$	234				$	234
Current maturities of long-term debt			$	4	$	1		33					38
Accounts payable and accrued liabilities	$	12		24		355		1,428					1,819
Intercompany payables						8		43	$	(51	)

Total current liabilities		12		28		364		1,738		(51	)		2,091


Long-term debt, excluding current maturities				1,651		414		642					2,707
Long-term intercompany debt		158		886		1,321		720		(3,085	)
Postretirement and pension liabilities						717		283					1,000
Other non-current liabilities						271		154					425
Commitments and contingent liabilities

Noncontrolling interests								373					373
Crown Holdings shareholders’ equity		105		269		272		1,362		(1,903	)		105

Total equity		105		269		272		1,735		(1,903	)		478

Total	$	275	$	2,834	$	3,359	$	5,272	$	(5,039	)	$	6,701

Crown Holdings, Inc.

CONDENSED COMBINING BALANCE SHEET

As of December 31, 2009

(in millions)


	Parent			Issuer		Guarantors		Non- Guarantors		Eliminations			Total Company
Assets
Current assets
Cash and cash equivalents				$	27	$	1	$	431				$	459
Receivables, net							17		697					714
Intercompany receivables							46		10	$	(56	)
Inventories							260		700					960
Prepaid expenses and other current assets	$	2			1		36		70					109

Total current assets		2			28		360		1,908		(56	)		2,242


Intercompany debt receivables					1,671		1,094		256		(3,021	)
Investments		174			1,031		572				(1,777	)
Goodwill							453		1,597					2,050
Property, plant and equipment, net					1		295		1,213					1,509
Other non-current assets					22		545		164					731

Total	$	176		$	2,753	$	3,319	$	5,138	$	(4,854	)	$	6,532


Liabilities and equity
Current liabilities
Short-term debt								$	30				$	30
Current maturities of long-term debt				$	4	$	1		24					29
Accounts payable and accrued liabilities	$	21			19		300		1,526					1,866
Intercompany payables							10		46	$	(56	)

Total current liabilities		21			23		311		1,626		(56	)		1,925


Long-term debt, excluding current maturities					1,616		413		710					2,739
Long-term intercompany debt		161			901		1,395		564		(3,021	)
Postretirement and pension liabilities							746		291					1,037
Other non-current liabilities							280		168					448
Commitments and contingent liabilities

Noncontrolling interests									389					389
Crown Holdings shareholders’ equity/(deficit)		(6	)		213		174		1,390		(1,777	)		(6	)

Total equity/(deficit)		(6	)		213		174		1,779		(1,777	)		383

Total	$	176		$	2,753	$	3,319	$	5,138	$	(4,854	)	$	6,532

Crown Holdings, Inc.

CONDENSED COMBINING STATEMENT OF CASH FLOWS

For the six months ended June 30, 2010

(in millions)


	Parent			Issuer			Guarantors			Non- Guarantors			Eliminations			Total Company

Net cash provided by/(used for) operating activities	$	4		$	(2	)	$	88		$	(284	)				$	(194	)


Cash flows from investing activities
Capital expenditures								(13	)		(91	)					(104	)
Proceeds from sale of property, plant and equipment								1			15						16
Intercompany investing activities					2			39					$	(41	)
Other, net								1			2						3


Net cash provided by/(used for) investing activities					2			28			(74	)		(41	)		(85	)


Cash flows from financing activities
Proceeds from long-term debt											47						47
Payments of long-term debt					(200	)		(1	)		(225	)					(426	)
Net change in revolving credit facility and short-term debt					235						444						679
Net change in long-term intercompany balances		(3	)		(34	)		(114	)		151
Common stock issued		4															4
Common stock repurchased		(5	)														(5	)
Dividends paid											(41	)		41
Dividends paid to noncontrolling interests											(49	)					(49	)
Other					(15	)					21						6


Net cash provided by/(used for) financing activities		(4	)		(14	)		(115	)		348			41			256


Effect of exchange rate changes on cash and cash equivalents											(24	)					(24	)


Net change in cash and cash equivalents					(14	)		1			(34	)					(47	)

Cash and cash equivalents at January 1					27			1			431						459


Cash and cash equivalents at June 30	$	0		$	13		$	2		$	397		$	0		$	412

Crown Holdings, Inc.

CONDENSED COMBINING STATEMENT OF CASH FLOWS

For the six months ended June 30, 2009

(in millions)


	Parent			Issuer			Guarantors			Non- Guarantors			Eliminations			Total Company

Net cash provided by/(used for) operating activities	$	(2	)	$	(12	)	$	31		$	(180	)				$	(163	)


Cash flows from investing activities
Capital expenditures								(15	)		(60	)					(75	)
Proceeds from sale of property, plant and equipment								1									1
Intercompany investing activities								22					$	(22	)
Other											(4	)					(4	)


Net cash provided by/(used for) investing activities								8			(64	)		(22	)		(78	)


Cash flows from financing activities
Proceeds from long-term debt					388						8						396
Payments of long-term debt								(1	)		(5	)					(6	)
Net change in revolving credit facility and short-term debt											(15	)					(15	)
Net change in long-term intercompany balances		2			(298	)		(40	)		336
Common stock issued		4															4
Common stock repurchased		(4	)														(4	)
Dividends paid											(22	)		22
Dividends paid to noncontrolling interests											(27	)					(27	)
Other					(8	)					4						(4	)


Net cash provided by/(used for) financing activities		2			82			(41	)		279			22			344


Effect of exchange rate changes on cash and cash equivalents											7						7


Net change in cash and cash equivalents					70			(2	)		42						110

Cash and cash equivalents at January 1					92			3			501						596


Cash and cash equivalents at June 30	$	0		$	162		$	1		$	543		$	0		$	706

Crown Holdings, Inc.

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 six months ended June 30, 2010 compared to the corresponding periods in 2009 and the changes in financial condition and liquidity from December 31, 2009. 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, 2009, along with the consolidated financial statements and related notes included in and referred to within this report.

Executive Overview

The Company’s principal areas of focus include improving segment income and cash flow from operations and reducing debt. Segment income is a non-GAAP measure defined by the Company as gross profit less selling and administrative expenses. See Note N to the consolidated financial statements for information regarding segment income.

Improving segment income is primarily dependent on the Company’s ability to increase revenues and manage costs. Key strategies for expanding sales include targeting geographic markets with strong growth potential, such as Asia, the Middle East, South America and Eastern Europe, improving selling prices in certain product lines 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.

Debt reduction remains a focus of the Company and is primarily dependent upon the Company’s ability to generate cash flow from operations. The Company’s total debt of $2,979 at June 30, 2010 decreased $756 from $3,735 at June 30, 2009, primarily due to repayments of borrowings and $76 due to foreign currency translation, partially offset by an increase of $215 due to new accounting guidance related to receivables securitization. The Company’s cash balances decreased from $706 to $412 during the same period, including a decrease of $23 due to foreign currency translation.

The Company considers possible transactions such as acquisitions (which, if effected, may increase the Company’s indebtedness or involve the issuance of Company securities), dispositions, refinancings or the repurchase of Company common stock pursuant to Board approved repurchase authorizations (under which $467 was available at June 30, 2010). Such transactions would be subject to compliance with the Company’s debt agreements. The Company also expects capital expenditures of approximately $300 in 2010, with particular focus on increasing capacity in Asia and Brazil.

The cost of aluminum and steel, the primary raw materials used to manufacture the Company’s products, has been subject to significant volatility in recent years. Moreover, future steel supply contracts may provide for prices that fluctuate or adjust rather than provide a fixed price during a one-year period. The Company attempts to pass-through these costs to its customers 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. The Company recognizes revenue related to selling price increases when all of the revenue recognition criteria has been met. 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, decreased costs resulting from raw material price fluctuations may be passed through to customers, which would in turn result in decreases to the Company’s revenue.

Results of Operations

The foreign currency translation impacts referred to below were primarily due to changes in the euro and pound sterling in the European Division operating segments and the Canadian dollar in the Americas Division operating segments.

Crown Holdings, Inc.

Item 2.

Management’s Discussion and Analysis (Continued)

Net Sales

Net sales decreased $45 or 2.2% in the second quarter of 2010 compared to 2009 primarily due to the pass-through of lower raw material costs and $17 from foreign currency translation, partially offset by an increase in global sales unit volumes. Net sales increased $48 or 1.3% for the first six months ended 2010 compared to 2009 primarily due to an increase in global sales unit volumes and $62 from foreign currency translation, partially offset by the pass-through of lower raw material costs. Sales from U.S. operations accounted for 29.0% of consolidated net sales in the first six months of 2010 and 2009. Sales of beverage cans and ends accounted for 52.6% and sales of food cans and ends accounted for 29.6% of consolidated net sales in the first six months of 2010 compared to 50.1% and 31.5%, respectively, in 2009.

Net sales in the Americas Beverage segment increased $71 from $478 in the second quarter of 2009 to $549 in the second quarter of 2010, primarily due to a 10% increase in sales unit volumes and $13 from the impact of foreign currency translation. Net sales increased $142 from $887 in the first six months of 2009 to $1,029 in the first six months of 2010, primarily due to a 9% increase in sales unit volumes and $27 from the impact of foreign currency translation.

Net sales in the North America Food segment decreased $36 from $250 in the second quarter of 2009 to $214 in the second quarter of 2010, primarily due to the pass-through of lower raw material costs and a 5% decrease in sales unit volumes, partially offset by $4 from the impact of foreign currency translation. Net sales decreased $36 from $447 in the first six months of 2009 to $411 in the first six months of 2010, primarily due to the pass through of lower raw material costs and a 3% decrease in sales unit volumes, partially offset by $9 from the impact of foreign currency translation.

Net sales in the European Beverage segment decreased $14 from $453 in the second quarter of 2009 to $439 in the second quarter of 2010, primarily due to the pass through of lower raw material costs and $10 from the impact of foreign currency translation, partially offset by a 7% increase in sales unit volumes. Net sales decreased $39 from $792 in the first six months of 2009 to $753 in the first six months of 2010, primarily due to the pass-through of lower raw material costs, partially offset by a 2% increase in sales unit volumes and $5 from the impact of foreign currency translation.

Net sales in the European Food segment decreased $45 from $466 in the second quarter of 2009 to $421 in the second quarter of 2010, primarily due to the pass-through of lower raw material costs and $23 from the impact of foreign currency translation, partially offset by a 6% increase in sales unit volumes. Net sales decreased $30 from $855 in the first six months of 2009 to $825 in the first six months of 2010, primarily due to the pass-through of lower raw material costs, partially offset by a 3% increase in sales unit volumes and $7 from the impact of foreign currency translation.

Net sales in the European Specialty Packaging segment decreased $11 from $108 in the second quarter of 2009 to $97 in the second quarter of 2010, primarily due to the pass-through of lower raw material costs and $5 from the impact of foreign currency translation. Net sales decreased $1 from $189 in the first six months of 2009 to $188 in the first six months of 2010, as the pass-through of lower raw material costs was partially offset by an increase in sales unit volumes.

Cost of Products Sold (Excluding Depreciation and Amortization)

Cost of products sold, excluding depreciation and amortization, decreased $45 from $1,676 in the second quarter of 2009 to $1,631 in the second quarter of 2010 primarily due to lower raw material costs and $11 from the impact of foreign currency translation, partially offset by higher sales unit volumes.

Cost of products sold, excluding depreciation and amortization, increased $46 from $3,068 in the first six months of 2009 to $3,114 in the first six months of 2010 primarily due to higher sales unit volumes and $57 from the impact of foreign currency translation, partially offset by lower raw material costs.

Crown Holdings, Inc.

Item 2.

Management’s Discussion and Analysis (Continued)

As a result of steel and aluminum price increases in recent years, the Company has implemented significant price increases to many of its customers. However, there can be no assurance that the Company will be able to fully recover from its customers the impact of any price increases or surcharges. In addition, if the Company is unable to purchase steel or aluminum for a significant period of time, the Company’s operations would be disrupted.

Depreciation and Amortization

Depreciation and amortization was $44 and $88 in the second quarter and first six months of 2010 compared to $46 and $93 in the prior year periods, primarily due to lower capital expenditures in recent years.

Selling and Administrative Expense

Selling and administrative expense was $95 in the second quarter of 2010 compared to $90 for the same period in 2009. The increase in 2010 primarily reflects increased incentive compensation costs, partially offset by $2 from the impact of foreign currency translation.

Selling and administrative expense was $174 in the first six months of 2010 compared to $179 for the same period in 2009. The decrease in 2010 was primarily due to $20 from the settlement of a legal dispute unrelated to the Company’s ongoing operations, partially offset by other net increases including $2 from the impact of foreign currency translation and increased incentive compensation costs.

Provision for Restructuring

The provision of $1 and $2 for the second quarter and first six months of 2009 related to maintenance and closing costs for a Canadian food can plant that ceased operations in 2008.

Segment Income

Segment income in the Americas Beverage segment increased from $62 in the second quarter of 2009 to $73 in the second quarter of 2010 and from $103 in the first six months of 2009 to $130 in the first six months of 2010. The increases were primarily due to increased sales unit volumes in the U.S. and Brazil.

Segment income in the North America Food segment increased from $29 in the second quarter of 2009 to $33 in the second quarter of 2010 and from $47 in the first six months of 2009 to $49 in the first six months of 2010. The increases were primarily due to cost reductions, including plant operating efficiencies.

Segment income in the European Beverage segment decreased from $88 in the second quarter of 2009 to $75 in the second quarter of 2010 primarily due to operating inefficiencies related to the start up of operations in Slovakia and to a labor strike in a Spanish beverage can plant which was subsequently resolved in the third quarter of 2010. Segment income decreased from $145 in the first six months of 2009 to $127 in the first six months of 2010 partially due to inventory holding gains from 2009 that did not recur in 2010 and due to operating inefficiencies related to the start up of operations in Slovakia and to a labor strike in a Spanish beverage can plant which was subsequently resolved in the third quarter of 2010.

Crown Holdings, Inc.

Item 2.

Management’s Discussion and Analysis (Continued)

Segment income in the European Food segment decreased from $71 in the second quarter of 2009 to $59 in the second quarter of 2010 and from $123 in the first six months of 2009 to $99 in the first six months of 2010. The decreases were primarily due to inventory holding gains from 2009 that did not recur in 2010 and included $4 from the impact of foreign currency translation for the second quarter of 2010 that offset the impact of foreign currency translation for the first quarter of 2010.

Segment income in the European Specialty Packaging segment remained unchanged at $8 for the second quarter of 2010 compared to 2009 and increased from $9 in the first six months of 2009 to $11 in the first six months of 2010 primarily due to increased sales unit volumes and cost reductions, including plant operating efficiencies.

Interest Expense

Interest expense decreased $17 from $62 in the second quarter of 2009 to $45 in the second quarter of 2010 primarily due to lower average debt outstanding. Interest expense decreased $31 from $123 in the first six months of 2009 to $92 for the same period in 2010 primarily due to $29 from lower average debt outstanding and $2 from lower interest rates.

Taxes on Income

The second quarter of 2010 included net tax charges of $57 on pre-tax income of $201 for an effective rate of 28.4%. The difference of $13 between pre-tax income at the U.S. statutory rate of 35% or $70, and the tax charge of $57 is primarily explained as follows: $16 of decrease from lower tax rates in non-U.S. jurisdictions, partially offset by $2 of increase to the valuation allowance in Canada for the tax benefit of current year losses that are not expected to be realized.

The first six months of 2010 included net tax charges of $96 on pre-tax income of $307 for an effective rate 31.3%. The difference of $11 between pre-tax income at the U.S. statutory rate of 35% or $107, and the tax charge of $96 is primarily explained as follows: $7 of increase to recognize the tax impact of the new U.S. health care legislation, $11 of increase to the valuation allowance in Canada for the tax benefit of current year losses that are not expected to be realized, partially offset by $7 of decrease for the nontaxable settlement benefit of a legal dispute unrelated to the Company’s ongoing operations and $24 of decrease from lower tax rates in non-U.S. jurisdictions.

Under the new U.S. health care legislation, federal subsidies received by the Company related to payments made for retiree prescription drug benefits must be offset against the Company’s deduction for health care expenses beginning in 2013. In addition to the one-time charge of $7 recorded in the first quarter of 2010 to adjust the company’s deferred tax assets, the Company expects that the legislation will increase the Company’s annual tax provision by approximately $2 in 2010.

The Company recorded tax expense of $3 and $5 in the second quarter and first six months of 2010 due to the expiration of a U.S. tax law provision that allowed certain dividends and interest to be paid between affiliated foreign subsidiaries without giving rise to a current tax in the U.S. If the tax law provision is not reinstated, the Company’s annual tax provision is expected to increase by $11 in 2010.

The second quarter of 2009 included net tax charges of $44 on pre-tax income of $182 for an effective rate of 24.2%. The difference of $20 between pre-tax income at the U.S. statutory rate of 35% or $64, and the tax charge of $44, was primarily due to benefits of $23 from lower tax rates in certain non-U.S. jurisdictions and $6 for valuation allowance adjustments, partially offset by charges of $9 for withholding taxes, state taxes and other items.

The first six months of 2009 included net tax charges of $68 on pre-tax income of $274 for an effective rate 24.8%. The difference of $28 between pre-tax income at the U.S. statutory rate of 35% or $96, and the tax charge of $68 was primarily due to benefits of $31 from lower tax rates in certain non-U.S. jurisdictions and $13 from valuation allowance adjustments, partially offset by charges of $16 for withholding taxes, state taxes and other items.

Crown Holdings, Inc.

Item 2.

Management’s Discussion and Analysis (Continued)

The Company continues to maintain a valuation allowance against deferred tax assets in certain Belgium and Dutch subsidiaries. The Company does not believe it has sufficient positive evidence at this time to release the valuation allowances for these entities, but it is possible some or all of the valuation allowance will be released in the future if the entities results of operations improve.

Net Income Attributable to Noncontrolling Interests

Net income attributable to noncontrolling interests decreased from $34 to $32 and increased from $57 to $58 in the second quarter and first six months of 2010 compared to 2009.

Liquidity and Capital Resources

Cash from Operations

Cash used by operating activities increased from $163 to $194 in the first six months of 2010 compared to 2009 primarily due to $215 from the change in accounting guidance requiring securitization facilities to be accounted for as secured borrowings, partially offset by lower levels of inventories and payments on accounts payable and accrued liabilities.

Investing Activities

Cash used by investing activities increased from $78 to $85 in the first six months of 2010 compared to 2009 primarily due to $29 of higher capital expenditures, partially offset by higher proceeds from the sales of property, plant and equipment and from the sale of a business. The Company expects its full year capital expenditures to be approximately $300 compared to $180 in 2009, with the difference primarily due to capacity expansion in Asia and Brazil.

Financing Activities

Cash provided by financing activities decreased from $344 in the first six months of 2009 to $256 in the same period of 2010 primarily due to repayments of long-term debt in 2010 partially offset by increased borrowings under the Company’s revolving credit facility and a change in accounting guidance for securitization and certain factoring activities in 2010. Other financing activities of $6 in 2010 are primarily due to $21 of payments received related to the settlement of foreign currency derivatives used to hedge intercompany debt obligations, partially offset by financing fees to amend the Company’s revolving credit facility.

Liquidity

Crown Holdings, Inc.

Item 2.

Management’s Discussion and Analysis (Continued)

At June 30, 2010 the Company had $566 of borrowing capacity available under its revolving credit facilities, equal to the total facilities of $1,200 less $562 of borrowings and $72 of outstanding standby letters of credit. The Company used borrowings under the new revolving facilities to repay $200 of the Company’s existing U.S. dollar term loan facility and the equivalent of $200 of the Company’s existing euro term loan facility.

In July 2010, the Company sold €500 principal amount of 7.125% senior unsecured notes due 2018. The notes were issued at par by Crown European Holdings SA (the “Issuer”). The notes are senior obligations of the Issuer and will be unconditionally guaranteed on a senior basis by the Company and certain of its subsidiaries. The Company has notified the holders of its senior notes due 2013 that it will redeem all of the $200 outstanding 7.625% senior notes due 2013 in August 2010. The Company expects to fund this redemption with a portion of the proceeds from the 7.125% senior notes due 2018. The Company also intends to use a portion of the net proceeds of the offering of the 7.125% senior notes due 2018 to retire all or a portion of the Company’s €150 outstanding 6.25% first priority senior secured notes due 2011 and to repurchase Company stock. In August 2010, the Company commenced a tender offer for any and all of the outstanding 6.25% first priority senior secured notes due 2011.

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 Company’s revolving credit facility and first priority term loans also contain various financial covenants.

Contractual Obligations

During the first six months of 2010 there were no material changes, other than as disclosed in Note I to the consolidated financial statements to the Company’s contractual obligations reported in 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, 2009.

Off Balance Sheet Arrangements

The Company has certain guarantees and indemnification agreements that could require the payment of cash upon the occurrence of certain events. The guarantees and agreements are further discussed under Note K to the consolidated financial statements.

The Company also utilizes receivables securitization and factoring facilities and derivative financial instruments as further discussed under Note D and Note G, respectively, to the consolidated financial statements. As discussed in Note B to the consolidated financial statements, the Company changed its accounting for its securitization and factoring facilities in 2010 due to new accounting guidance.

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 K, 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, 2009 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 six

Crown Holdings, Inc.

Item 2.

Management’s Discussion and Analysis (Continued)

months of 2010. The discussion below supplements the discussion from the Company’s Annual Report on Form 10-K for the year ended December 31, 2009 with respect to asbestos-related liabilities. The discussion below should be read in conjunction with Note J to the consolidated financial statements.

Asbestos Liabilities

The Company’s potential liability for asbestos cases is highly uncertain due to the difficulty of forecasting many factors, including the level of future claims, the rate of receipt of claims, the jurisdiction in which claims are filed, the nature of future claims (including the seriousness of alleged disease, whether claimants allege first exposure to asbestos before or during 1964 and the alleged link to Crown Cork), 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 settlement demands for non-bankrupt defendants), potential liabilities for claims filed after the Company’s ten-year projection period 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). See Note J to the consolidated financial statements for additional information regarding the provision for asbestos-related costs.

At the end of each quarter, the Company considers whether there have been any material developments that would cause it to update its asbestos liability accrual calculations. Absent any significant developments in the asbestos litigation environment in general or with respect to the Company specifically, the Company updates its accrual calculations in the fourth quarter of each year. The Company’s asbestos liability accrual is calculated as the sum of its outstanding and expected future claims, multiplied by the five-year average settlement cost of those claims, plus estimated legal fees. Claims in those states where the Company’s liability is limited by statute and claims alleging first exposure to asbestos after 1964 are included in the number of outstanding claims but are assumed to have no value. The expected number of claims and the average settlement cost per claim are calculated using projections based on the actual data for the most recent five years.

The five year average settlement cost per claim was $6,600, $5,900 and $5,300 for 2009, 2008 and 2007, respectively. The average settlement cost per claim increased due to higher settlement costs for claims alleging serious disease (primarily mesothelioma and other malignancies) in Crown Cork’s settlement pool during the most recent five-year period. Of the approximately 50,000 claims outstanding at the end of 2009, 2008 and 2007 approximately 16%, 15% and 15%, respectively, relate to claims alleging serious diseases. Because claims are not submitted or settled evenly throughout the year, it is difficult to predict at any time during the year whether the number of claims or average settlement cost over the five year period ending December 31 of such year will increase compared to the prior five year period.

The Company’s asbestos liability is calculated using a ten-year projection and the Company therefore expects to incur an annual charge to account for projected claims in the new tenth year. The inclusion of an additional year in the ten-year projection combined with the increased settlement costs per claim, which was partially offset by a projected decrease in the number of future claims led the Company to record a charge of $55 in 2009 compared to $25 in 2008 and $28 in 2007, in each case to increase the Company’s accrual for probable costs for claims through the following ten-year period. During 2009, 2008 and 2007, respectively, the Company made asbestos-related payments of $26, $25 and $26. If the recent trend of settling claims alleging serious disease (primarily mesothelioma and other malignancies) for higher amounts continues, average settlement costs per claim are likely to increase and, if not offset by a reduction in overall claims and settlements, the Company may record additional charges in the future. A 10% change in either the average cost per claim or the number of projected claims would increase or decrease the estimated liability at December 31, 2009 by $23 for the following ten-year period. A 10% increase or decrease in these two factors at the same time would increase or decrease the estimated liability at December 31, 2009 by $48 and $44, respectively, for the following ten-year period.

Crown Holdings, Inc.

Item 2.

Management’s Discussion and Analysis (Continued)

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 J and commitments and contingencies in Note K 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, 2009, 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.

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, 2009 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 June 30, 2010, see Note G to the consolidated financial statements included in this Quarterly Report on Form 10-Q.

As of June 30, 2010, the Company had approximately $1.1 billion principal floating interest rate debt. A change of 0.25% in these floating interest rates would change annual interest expense by approximately $2.8 million before tax.

Crown Holdings, Inc.

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.

Crown Holdings, Inc.

PART II – OTHER INFORMATION

Item 1.

Legal Proceedings

For information regarding the Company’s potential asbestos-related liabilities and other litigation, see Note J entitled “Asbestos-Related Liabilities” and Note K 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 II in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 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 quarter ended June 30, 2010.

On February 28, 2008, the Company’s Board of Directors authorized the repurchase of up to $500 million of the Company’s outstanding common stock from time to time through December 31, 2010, in the open market or through privately negotiated transactions, subject to the terms of the Company’s debt agreements, market conditions, the Company’s ability to generate operating cash flow, alternative uses of operating cash flow (including the reduction of indebtedness) and other factors. This authorization replaces and supersedes all previous outstanding authorizations to repurchase shares. The Company is not obligated to acquire any shares of common stock and the share repurchase plan may be suspended or terminated at any time at the Company’s discretion. The repurchased shares are expected to be used for the Company’s stock-based benefit plans, as required, and for other general corporate purposes. As of June 30, 2010, $467 million of shares remained eligible for repurchase under this authorization.

In August 2010, the Company entered into an agreement with Citigroup Global Markets, Inc. to purchase shares of its common stock under an accelerated share repurchase program. Pursuant to the agreement, the Company initially purchased 3,182,461 shares, currently estimated to be approximately 90 percent of the shares to be repurchased, from Citigroup for $100 million. The final number of shares to be repurchased and the aggregate cost to the Company will be based on the Company’s volume-weighted average stock price during the term of the transaction, which the Company expects to be completed during the fourth quarter of 2010. At termination of the transaction, the Company may receive additional shares or may be required to pay a price adjustment based on the volume-weighted average stock price. The Company may elect to settle the price adjustment, if any, in shares or in cash.

Item 4.

(Removed and Reserved.)

Item 5.

Other Information

None.

Item 6.

Exhibits


a)		4.1		Third Amendment to Credit Agreement, dated as of May 14, 2010, by and among Crown Americas LLC, as U.S. Borrower, the other undersigned Credit Parties, the undersigned financial institutions, including Deutsche Bank AG New York Branch, as lenders thereunder, and Deutsche Bank AG New York Branch, as Administrative Agent and as Collateral Agent for the Lenders (incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K dated May 14, 2010 (File No. 0-50189)).

Crown Holdings, Inc.


		4.2		Fourth Amendment to Credit Agreement and Waiver, dated as of June 15, 2010, by and among Crown Americas LLC, as U. S. Borrower, Crown European Holdings SA, as European Borrower, CROWN Metal Packaging Canada LP, as Canadian Borrower, the Subsidiary Borrowers named therein, the Company, Crown International Holdings, Inc. and Crown Cork & Seal Company, Inc., as Parent Guarantors, the financial institutions party thereto, including Deutsche Bank AG New York Branch, as lenders, The Bank of Nova Scotia, as Canadian Administrative Agent, and Deutsche Bank AG New York Branch, as Administrative Agent and U.K. Administrative Agent, European Swing Line Lender, U.S. Swing Line Lender, Facing Agent and Collateral Agent for the Lenders (incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K dated June 15, 2010 (File No. 0-50189)).

		4.3		First Amendment to Euro Bank Pledge Agreement, dated as of June 15, 2010, by Crown Cork & Seal Company, Inc., Crown Americas LLC, Crown International Holdings, Inc., the U.S. subsidiaries of the Company party thereto, as Pledgors, and Deutsche Bank AG New York Branch, as Euro Collateral Agent (incorporated by reference to Exhibit 4.2 of the Registrant’s Current Report on Form 8-K dated June 15, 2010 (File No. 0-50189)).

		4.4		First Amendment to Second Amended and Restated CEH Pledge Agreement, dated as of June 15, 2010, by Crown European Holdings SA, as Pledgor, and Deutsche Bank AG New York Branch, as Euro Collateral Agent (incorporated by reference to Exhibit 4.3 of the Registrant’s Current Report on Form 8-K dated June 15, 2010 (File No. 0-50189)).

		4.5		First Amendment to Second Amended and Restated Shared Pledge Agreement dated as of June 15, 2010, by the Company, Crown Cork & Seal Company, Inc., Crown Americas LLC, Crown International Holdings, Inc., the U.S. subsidiaries of the Company party thereto, as Pledgors, and Deutsche Bank AG New York Branch, as Collateral Agent (incorporated by reference to Exhibit 4.4 of the Registrant’s Current Report on Form 8-K dated June 15, 2010 (File No. 0-50189)).

		4.6		First Amendment to Bank Pledge Agreement, dated as of June 15, 2010, by the Company, Crown Cork & Seal Company, Inc., Crown Americas LLC, Crown International Holdings, Inc., the U.S. subsidiaries of the Company party thereto, as Pledgors, and Deutsche Bank AG New York Branch, as Collateral Agent (incorporated by reference to Exhibit 4.5 of the Registrant’s Current Report on Form 8-K dated June 15, 2010 (File No. 0-50189)).

		4.7		First Amendment to Second Amended and Restate U.S. Security Agreement, dated as of June 15, 2010, by the Company, Crown Cork & Seal company, Inc., Crown Americas LLC, Crown International Holdings, Inc., the U.S. subsidiaries of the Company party thereto, as Grantors, and Deutsche Bank AG New York Branch, as Collateral Agent (incorporated by reference to Exhibit 4.6 of the Registrant’s Current Report on Form 8-K dated June 15, 2010 (File No. 0-50189)).

		4.8		First Amendment to U.S. Guarantee Agreement, dated as of June 15, 2010, among each of the subsidiaries listed therein of Crown Americas LLC, as Guarantors, and Deutsche Bank AG New York Branch, as Administrative Agent (incorporated by reference to Exhibit 4.7 of the Registrant’s Current Report on Form 8-K dated June 15, 2010 (File No. 0-50189)).

		4.9		First Amendment to Second Amended and Restated U.S. Intercreditor and Collateral Agency Agreement, dated as of June 15, 2010, among Deutsche Bank AG New York Branch, as Administrative Agent, Deutsche Bank AG New York Branch, as U.K. Agent, The Bank of Nova Scotia, as Canadian Administrative Agent, Deutsche Bank AG New York Branch, as U.S. Collateral Agent, the Company, Crown Americas LLC, Crown Cork & Seal company, Inc, Crown International Holdings, Inc., and each of the U.S. subsidiaries of the Company listed therein (incorporated by reference to Exhibit 4.8 of the Registrant’s Current Report on Form 8-K dated June 15, 2010 (File No. 0-50189)).

Crown Holdings, Inc.



		4.10		First Amendment to Second Amended and Restated Euro Intercreditor and Collateral Agency Agreement, dated as of June 15, 2010, among Deutsche Bank AG New York Branch, as U.K. Administrative Agent, The Bank of Nova Scotia, as Canadian Administrative Agent, Deutsche Bank AG New York Branch, as Euro Collateral Agent, Crown European Holdings SA, and each of the subsidiaries of Crown European Holdings identified therein (incorporated by reference to Exhibit 4.9 of the Registrant’s Current Report on Form 8-K dated June 15, 2010 (File No. 0-50189)).

		10.1		Amendment No. 2, effective July 28, 2010, to the Crown Holdings, Inc. 2006 Stock-Based Incentive Compensation Plan.

		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 June 30, 2010 formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Statements of Operations for the three and six months ended June 30, 2010 and 2009, (ii) Consolidated Balance Sheets as of June 30, 2010 and December 31, 2009, (iii) Consolidated Statements of Cash Flows for the six months ended June 30, 2010 and 2009, (iv) Consolidated Statements of Changes in Equity and Comprehensive Income for the six months ended June 30, 2010 and 2009 and (v) Notes to Consolidated Financial Statements.

Crown Holdings, Inc.

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: August 6, 2010