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, 2006

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

FOR THE TRANSITION PERIOD FROM ________ TO _________

COMMISSION FILE NUMBER 0-50189

CROWN HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

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

215-698-5100

(Registrant’s telephone number, including area code)

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

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one)
Large accelerated filer   X           Accelerated filer   __           Non-accelerated filer   __

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

There were 167,889,098 shares of Common Stock outstanding as of July 31, 2006.

Crown Holdings, Inc.

FORM 10-Q
FOR QUARTER ENDED JUNE 30, 2006

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION

			Page Number
Item 1	Financial Statements
Consolidated Statements of Operations - Three Months			1
Consolidated Statements of Operations - Six Months			2
Consolidated Balance Sheets			3
Consolidated Statements of Cash Flows			4
Consolidated Statements of Changes in Shareholders’ Equity / (Deficit) and Comprehensive Income / (Loss)			5
Notes To Consolidated Financial Statements
A.	Statement of Information Furnished		6
B.	Recent Accounting and Reporting Pronouncements		6
C.	Discontinued Operations		6
D.	Change in Consolidation		7
E.	Stock-Based Compensation		8
F.	Goodwill		10
G.	Inventories		10
H.	Debt and Liquidity		10
I.	Derivative Financial Instruments		10
J.	Restructuring		11
K.	Asbestos-Related Liabilities		11
L.	Commitments and Contingent Liabilities		13
M.	Earnings Per Share		14
N.	Pension and Postretirement Benefits		14
O.	Segment Information		15
P.	Condensed Combining Financial Information		17
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations
	Introduction		41
	Executive Overview		41
	Results of Operations		41
	Liquidity and Capital Resources		44
	Forward Looking Statements		46
Item 3	Quantitative and Qualitative Disclosures About Market Risk		47
Item 4	Controls and Procedures		47
		PART II – OTHER INFORMATION
Item 1	Legal Proceedings		48
Item 1A	Risk Factors		48
Item 2	Unregistered Sale of Equity Securities and Use of Proceeds		48
Item 5	Other Information		49
Item 6	Exhibits		49
Signature			50

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
	2006				2005
Net sales		$	1,805			$	1,783
Cost of products sold, excluding depreciation and amortization			1,500				1,464
Depreciation and amortization			58				62
Gross profit			247				257
Selling and administrative expense			75				88
Gain on sale of assets					(		17	)
Provision for restructuring			5
Loss from early extinguishments of debt							2
Interest expense			70				95
Interest income	(		3	)	(		2	)
Translation and exchange adjustments	(		8	)			65
Income from continuing operations before income taxes,      minority interests and equity earnings			108				26
Provision for income taxes			19				3
Minority interests and equity earnings	(		15	)	(		7	)
Income from continuing operations			74				16
Income/(loss) from discontinued operations	(		24	)			12
Net income		$	50			$	28
Basic earnings/(loss) per average common share:
Continuing operations		$	0.44			$	0.10
Discontinued operations	(		0.14	)			0.07
Net income		$	0.30			$	0.17
Diluted earnings/(loss) per average common share:
Continuing operations		$	0.43			$	0.09
Discontinued operations	(		0.14	)			0.07
Net income		$	0.29			$	0.16
Weighted-average common shares outstanding:
Basic			167,085,962				165,694,221
Diluted			170,917,175				171,526,145

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

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Crown Holdings, Inc.

CONSOLIDATED STATEMENTS OF OPERATIONS

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

	Six months ended June 30
	2006				2005
Net sales		$	3,353			$	3,273
Cost of products sold, excluding depreciation and amortization			2,810				2,714
Depreciation and amortization			112				121
Gross profit			431				438
Selling and administrative expense			156				170
Gain on sale of assets	(		1	)	(		22	)
Provision for restructuring			14
Loss from early extinguishments of debt							2
Interest expense			137				189
Interest income	(		6	)	(		4	)
Translation and exchange adjustments	(		8	)			95
Income from continuing operations before income taxes,      minority interests and equity earnings			139				8
Provision/(benefit) for income taxes			26		(		2	)
Minority interests and equity earnings	(		29	)	(		11	)
Income/(loss) from continuing operations			84			(	1	)
Income/(loss) from discontinued operations	(		27	)			19
Net income		$	57			$	18
Basic earnings per average common share:
Continuing operations		$	0.50		(	$	0.01	)
Discontinued operations	(		0.16	)			0.12
Net income		$	0.34			$	0.11
Diluted earnings per average common share:
Continuing operations		$	0.49		(	$	0.01	)
Discontinued operations	(		0.16	)			0.11
Net income		$	0.33			$	0.10
Weighted-average common shares outstanding:
Basic			167,080,828				165,756,374
Diluted			171,278,893				171,694,310

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

2

Crown Holdings, Inc.

CONSOLIDATED BALANCE SHEETS (Condensed)

(In millions)

(Unaudited)

		June 30, 2006				December 31, 2005
Assets
Current assets
Cash and cash equivalents		$	308			$	294
Receivables, net			929				686
Inventories			1,008				810
Prepaid expenses and other current assets			102				55
Total current assets			2,347				1,845
Goodwill			2,125				2,013
Property, plant and equipment, net			1,622				1,607
Pension assets			1,002				871
Other non-current assets			191				209
Total		$	7,287			$	6,545
Liabilities and shareholders’ deficit
Current liabilities
Short-term debt		$	86			$	72
Current maturities of long-term debt			141				139
Accounts payable and accrued liabilities			1,888				1,674
Income taxes payable			58				58
Total current liabilities			2,173				1,943
Long-term debt, excluding current maturities			3,483				3,192
Postretirement and pension liabilities			769				745
Other non-current liabilities			718				655
Minority interests			268				246
Commitments and contingent liabilities (Note L)
Shareholders’ deficit	(		124	)	(		236	)
Total		$	7,287			$	6,545

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

3

Crown Holdings, Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Condensed)

(In millions)
(Unaudited)

Six months ended June 30		2006				2005
Net cash used for operating activities	(	$	109	)	(	$	53	)
Cash flows from investing activities
Capital expenditures	(		101	)	(		71	)
Proceeds from sale of property, plant and equipment			1				22
Other, net			15		(		7	)
Net cash used for investing activities	(		85	)	(		56	)
Cash flows from financing activities
Proceeds from long-term debt			17				10
Payments of long-term debt	(		7	)	(		72	)
Net change in revolving credit facility and short-term debt			203				17
Common stock repurchased	(		17	)	(		14	)
Common stock issued			11				6
Dividends paid to minority interests	(		12	)	(		28	)
Net cash provided by/(used for) financing activities			195		(		81	)
Effect of exchange rate changes on cash and cash equivalents			13		(		16	)
Net change in cash and cash equivalents			14		(		206	)
Cash and cash equivalents at January 1			294				471
Cash and cash equivalents at June 30		$	308			$	265

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

4

Crown Holdings, Inc.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY / (DEFICIT)
AND COMPREHENSIVE INCOME / (LOSS)

(In millions)
(Unaudited)

	Comprehensive Income					|	Common	Paid-In		Accumulated		Treasury		Accumulated Other Comprehensive
		Quarter		Year–To–Date		|	Stock	Capital		Deficit		Stock		Loss		Total
Balance at January 1, 2006						|	$929	$1,674		($1,526	)	($94	)	($1,219	)	($236	)
Net income		$  50		$  57		|				57						57
Translation adjustments		50		60		|								60		60
Derivatives qualifying as hedges		(       7	)	(      5	)	|								(         5	)	(      5	)
						|
Comprehensive income		$  93		$112		|
						|
Restricted stock released						|		(         2	)			2
Stock-based compensation						|		6								6
Stock repurchased						|		(       12	)			(    5	)			(    17	)
Common stock issued — benefit plans						|		2				9				11
Balance at June 30, 2006						|	$929	$1,668		($1,469	)	($88	)	($1,164	)	($124	)

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

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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, 2006 and the results of its operations and cash flows for the three and six month periods ended June 30, 2006 and 2005. These results have been determined on the basis of U.S. generally accepted accounting principles and practices consistently applied.
	Certain information and footnote disclosures, normally included in financial statements presented in accordance with U.S. generally accepted accounting principles, have been condensed or omitted. The December 31, 2005 balance sheet data was derived from the audited consolidated financial statements as of December 31, 2005. 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, 2005.

B.	Recent Accounting and Reporting Pronouncements
	Effective January 1, 2006, the Company adopted the following accounting and reporting standards:
	Statement of Financial Accounting Standards (“SFAS”) No. 123 (revised 2004) (“FAS 123(R)”), “Share-Based Payment,” which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements as compensation cost based on the estimated grant-date fair value of the awards that are expected to vest. Adoption of the standard resulted in a charge to income from continuing operations and net income of $1 ($1 net of tax, or $.01 per share) and $3 ($3 net of tax, or $.02 per share) in the three and six months ended June 30, 2006, respectively, and had no effect on the statement of cash flows. See Note E for additional disclosures required by the new standard.
	SFAS No. 151, “Inventory Costs — An Amendment of ARB No. 43, Chapter 4,” which amends the guidance in ARB No. 43 to clarify that abnormal amounts of idle capacity expense, freight, handling costs and material spoilage should be expensed as incurred and not included in overhead. The Company prospectively adopted this standard and its adoption had no impact on the Company’s results of operations or financial position in the first six months of 2006.
	SFAS No. 153, “Exchanges of Nonmonetary Assets — An Amendment of APB Opinion No. 29,” which eliminates the exception from fair value measurement for nonmonetary exchanges of similar productive assets in paragraph 21 (b) of APB 29 and replaces it with an exception for exchanges that do not have commercial substance. The Company prospectively adopted this standard and its adoption had no impact on the Company’s results of operations or financial position in the first six months of 2006.
	SFAS No. 154, “Accounting Changes and Error Corrections, a Replacement of APB No. 20 and FASB Statement No. 3,” which requires retrospective application, with minor exceptions, to prior periods’ financial statements for changes in accounting principle. The statement applies primarily to voluntary changes in accounting principle. The Company prospectively adopted this standard and its adoption had no impact on the Company’s results of operations or financial position in the first six months of 2006.

C.

Discontinued Operations

During the second quarter of 2006, the Company completed the sale of two plastics operations in Europe, and has committed to a plan to sell its four remaining European plastics operations. These six operations primarily make plastic bottles as well as products for cosmetics and beauty care companies. In October 2005, the Company completed the sale of its plastic closures business which makes closures for beverage, food and other consumer products. The European plastics operations and the plastic closures business were previously included in non-reportable segments in the Company’s segment reporting and had combined net sales of $698 for the year ended December 31, 2005, which included only nine months for the plastic closures business.

6

Crown Holdings, Inc.

The results of operations for the European plastics operations for the second quarter of 2006 are reported within discontinued operations in the accompanying statements of operations, and the results of operations for prior periods have been recast to report the European plastics operations and the plastic closures business within discontinued operations. The segment results in Note O and the Condensed Combining Statements of Operations in Note P also reflect the reclassification of the divested businesses to discontinued operations. The 2005 Consolidated Statements of Cash Flows, including those in Note P, were not recast to separately report the cash flows of the discontinued operations. Interest expense was not allocated to the plastic closures business and, therefore, all of the Company’s interest expense was included within continuing operations.

The components of income/(loss) from discontinued operations are presented below.

		Three Months Ended June 30								Six Months Ended June 30
		2006				2005				2006				2005
Income/(loss) before tax	(	$	5	)		$	17		(	$	8	)		$	29
Income tax on operations					(		5	)					(		10	)
Loss on disposal	(		20	)					(		18	)
Tax on disposal			1						(		1	)
	(	$	24	)		$	12		(	$	27	)		$	19

The following assets and liabilities of the four remaining European plastic operations as of June 30, 2006 were reported in the accompanying balance sheet under the captions “prepaid expenses and other current assets” and “accounts payable and accrued liabilities,” respectively. The balances were not separately reported as “assets held for sale” and “liabilities held for sale” due to the immaterial amounts involved.

	Assets			Liabilities
Receivables, net	$	2	Accounts payable and
Inventories		8	accrued liabilities	$	4
Property, plant and equipment, net		6	Pension liabilities		2
Other assets		2	Other liabilities		3
	$	18		$	9

D.	Change in Consolidation
	In connection with the Company’s expansion of its beverage can operations in the Middle East, the Company obtained effective control of certain of these operations as of September 1, 2005 through amendments to existing shareholders’ agreements. The Company owns from 40% to 50% of these operations and its ownership percentages did not change as a result of the amendments. With the amendments, the Company now has the unilateral right to establish the operating, capital and financing activities of these operations and, accordingly, has changed its method of accounting to the consolidation method from the equity method.
	The change in accounting had no effect on the Company’s net income or earnings per share. The Company’s proforma net sales for the three and six months ended June 30, 2005 are presented below, as if the Middle East operations had been consolidated as of January 1, 2005.

	Three Months Ended		Six Months Ended
Net sales	June 30, 2005		June 30, 2005
As reported	$	1,783	$	3,273
Proforma		1,827		3,350

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Crown Holdings, Inc.

E.

Stock-Based Compensation

On January 1, 2006 the Company adopted FAS 123(R), as discussed in Note B. The Company is using the modified prospective transition method, under which its consolidated financial statements as of and for the three and six months ended June 30, 2006, reflect the impact of FAS 123(R), while the consolidated financial statements for prior periods have not been restated to reflect, and do not include, the impact of this standard. The following table reflects the proforma impact of the new standard on 2005 earnings as if the Company had applied the fair value recognition provisions of FAS 123(R) as of January 1, 2005.

		Three Months Ended				Six Months Ended
		June 30, 2005
Net income, as reported		$	28			$	18
Add: stock-based compensation expense included     in net income as reported, net of related tax effects							1
Deduct: proforma stock-based compensation expense,    net of tax	(		3	)	(		7	)
Proforma net income		$	25			$	12
Earnings per share:
Basic    - as reported		$	0.17			$	0.11
- proforma		$	0.15			$	0.07
Diluted - as reported		$	0.16			$	0.10
- proforma		$	0.15			$	0.07

Stock-based compensation was reported within Selling and Administrative expense in the Consolidated Statements of Operations.

Stock-Based Compensation Plans

At June 30, 2006 the Company’s 2006 and 2004 Stock-Based Incentive Compensation Plans, which expire in April 2016 and 2009, respectively, had approximately 8.1 million shares available for future awards of stock-based compensation. No remaining shares were available for awards under the Company’s 1990, 1994, 1997 and 2001 plans. On April 27, 2006, the Company’s shareholders approved the 2006 Stock-Based Incentive Compensation Plan. The 2006 and 2004 plans provide for the granting of awards in the form of stock options, deferred stock, restricted stock and stock-appreciation rights and may be subject to the achievement of certain performance goals. Shares awarded are generally issued from the Company’s treasury shares.

Stock Options

Outstanding stock options have a contractual term of ten years, are fixed-price and non-qualified, and vest either semi-annually or annually between two and four years from the date of grant.

Outstanding stock options were valued at their grant-date fair value using the Black-Scholes option pricing model. Valuations incorporate several variables, including expected term, volatility, a risk-free interest rate and employee termination behavior (“forfeiture rate”). The expected term (which is the timeframe under which an award is exercised after grant) is derived from historical data about participant exercise patterns. Volatility is the expected fluctuation of the Company’s stock price in the market and is derived from historical data about the Company’s stock price. The risk-free interest rate is the U.S. Treasury yield curve rate in effect at the date of the grant which has a contractual life similar to the option’s expected term. Employee termination behavior is based on historical data of the forfeiture of nonvested share-based awards through the termination of service by plan participants. Based on historical data, the Company estimates the forfeiture rate on nonvested awards to be 2.65% at January 1, 2006. Compensation expense is recognized in the financial statements on a straight-line basis over the remaining vesting period of the outstanding nonvested stock options.

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Crown Holdings, Inc.

A summary of option activity during the six months ended June 30, 2006 follows:

	Shares		Weighted-Average Exercise Price
Beginning outstanding	12,137,048		$15.01
Exercised	(1,707,024	)	6.22
Forfeited	(7,000	)	11.20
Expired	(1,159,550	)	42.73
Ending outstanding	9,263,474		13.16

Options outstanding at June 30, 2006 had a weighted-average remaining contractual life of 5.7 years and an aggregate intrinsic value (which is the amount by which the stock price exceeded the exercise price of the options as of June 30, 2006) of $57.

As presented above no stock options were granted during the first six months of 2006. The aggregate intrinsic value of options exercised during the six months ended June 30, 2006 was $21 and cash received from exercise of these stock options was $11. Since the Company is in a loss position in the U.S. it does not currently expect to realize a tax benefit from these option exercises.

At June 30, 2006 there were 9,256,053 shares that were vested or expected to vest, with a weighted-average exercise price of $13.17, an aggregate intrinsic value of $57 and a weighted-average remaining contractual term of 5.7 years; and 8,885,724 shares exercisable, with a weighted-average exercise price of $13.32, an aggregate intrinsic value of $55 and a weighted-average remaining contractual term of 5.6 years. Also at June 30, 2006, there was $2 of unrecognized compensation expense related to outstanding nonvested stock options with a weighted-average recognition period of nine months.

Restricted Stock

Restricted stock was issued in 2005 and 2006, under the 2004 stock-based incentive compensation plan, to certain senior executive officers and vests ratably over three years on the anniversary of the date of grant. The fair value for grants with no performance goal was based on the Company’s closing stock price at the grant date. The 2006 grant included 145,144 shares that vest in February 2009 and contain a performance feature. The performance criterion applied to these shares is the median Total Shareholder Return (“TSR”), which includes share price appreciation and dividends paid, of the Company during the term of the grant measured against a peer group of companies. The level of shares which vest in February 2009 is based on the level of performance achieved and ranges between 0% and 200% of the shares awarded. The performance awards are contingent upon the participant’s employment through the end of the three-year performance period and are settled in stock. The 2005 and 2006 awards permit the accelerated vesting of nonvested shares, excluding nonvested performance shares, upon termination of a participant due to retirement, disability or death. The fair value of each performance share was calculated as $21.17 using a Monte Carlo valuation model. The variables used in this model included stock price volatility of 36.9%, an expected term of 3 years and a risk-free interest rate assumption of 4.7%, along with other factors associated with the relative performance of the Company’s stock price and shareholder returns when compared to the companies in the peer group.

A summary of restricted stock transactions during the six months ended June 30, 2006 follows:

	Shares		Weighted-Average Grant Date Fair Value
Beginning outstanding	604,196		$13.05
Awarded	422,584		19.46
Released	(201,397	)	13.05
Ending outstanding	825,383		16.33

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Crown Holdings, Inc.

As of June 30, 2006 there was $11 of unrecognized compensation cost related to outstanding nonvested restricted stock awards. This cost is expected to be recognized over the remaining weighted-average vesting period of 2.1 years. The total fair value of shares that vested during the six months ended June 30, 2006 was $3.

F.	Goodwill
	The changes in the carrying amount of goodwill by reportable segment for the six-month period ended June 30, 2006 were as follows:

	Americas	North America	Europe	Europe	Non-reportable
	Beverage	Food	Beverage	Food	segments	Total
Balance as of January 1, 2006	$420	$151	$673	$629	$140	$2,013
Foreign currency translation	2	3	46	50	11	112
Balance as of June 30, 2006	$422	$154	$719	$679	$151	$2,125

G. Inventories

	June 30,		December 31,
	2006		2005
Finished goods	$	411	$	281
Work in process		131		101
Raw material and supplies		466		428
	$	1,008	$	810

H. Debt and Liquidity

In 2005, the Company sold $500 of 7.625% senior notes due 2013 and $600 of 7.75% senior notes due 2015, and entered into an $800 first priority revolving credit facility due 2011 and a first priority term loan facility due 2012 comprised of $165 and €287 term loans. In August 2006, the Company entered into an additional $200 first priority term loan facility due 2012. The revolving credit and term loan facilities are subject to a pricing grid and have pricing of 1.75% above LIBOR and EURIBOR.

During the first six months of 2006 and 2005, the Company recognized foreign exchange gains of $8 and losses of $95 for certain European subsidiaries that have unhedged currency exposure arising primarily from external and intercompany debt obligations.

I. Derivative Financial Instruments

During the second quarter of 2006, the Company entered into a foreign currency forward contract with a notional value of $107 to buy U.S. dollars against pound sterling. The contract is accounted for as a fair value hedge of U.S. dollar debt of a U.K. subsidiary that is due December 2006. At June 30, 2006 the aggregate fair value of this derivative instrument was a gain of $3 and was reported within other current assets in the consolidated balance sheet.

During the first quarter of 2006, the Company entered into three foreign currency forward contracts with a combined notional value of $150 Canadian dollars to sell Canadian dollars against euro. Changes in the fair values of these contracts are reported currently in earnings as translation and exchange adjustments, and will offset a portion of the foreign currency gain or loss reported by Crown European Holdings on its $316 Canadian dollar intercompany receivable.

In November 2005, the Company entered into four cross-currency swaps with a combined notional value of $700 that are accounted for as cash-flow hedges. At June 30, 2006 the aggregate fair value of these derivatives was a loss of $72 and was reported within other current liabilities and other non-current liabilities in the consolidated balance sheet.

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Crown Holdings, Inc.

J. Restructuring

The components of the outstanding restructuring reserve and movements within these components during the six months ended June 30, 2006 and 2005, respectively, were as follows:

	Termination		Other Exit
	Benefits		Costs		Total
Balance as of January 1, 2005	$14		$ 1		$15
Payments	(  10	)			(  10	)
Foreign currency translation	(    1	)			(    1	)
Balance as of June 30, 2005	$  3		$  1		$  4
Balance as of January 1, 2006	$12		$ 1		$13
Provision	9		5		14
Payments	(    3	)	(   1	)	(    4	)
Foreign currency translation	1				1
Balance as of June 30, 2006	$19		$ 5		$24

The charge of $14 in 2006 included $5 for severance costs in the Europe Food segment to close a plant, $4 of corporate charges for the estimated settlement costs of a labor dispute related to prior restructurings, $3 for severance costs in the Europe Specialty Packaging segment to reduce headcount, and $1 each in South America and Asia for severance related to plant consolidations.

K. 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, the 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.

In May 2006, May 2005, January 2005 and April 2004, the States of South Carolina, Florida, Ohio and Mississippi, respectively, enacted legislation that limits the 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. The new legislation, which applies to future and, with the exception of South Carolina, 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 adjusted value of its predecessor’s assets. 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. On October 31, 2003, Crown Cork received a favorable ruling on its motion for summary judgment in two asbestos-related cases pending against it in the district court of Harris County, Texas (in Re Asbestos-Litigation No. 90-23333, District Court, Harris County, Texas), which were appealed. On May 4, 2006, the Texas Fourteenth Court of Appeals upheld the favorable ruling in one of the two cases (Barbara Robinson v. Crown Cork & Seal Company, Inc., No. 14-04-00658-CV, Fourteenth Court of Appeals, Texas). The Appeals Court decision is subject to potential appeal by the plaintiff. In addition, 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. District Court Travis County, 98th Judicial District Cause No. GN-203572) has been appealed. Although the Company believes that the rulings of the District Court and Appeals Court are correct, there can be no assurance that the legislation will be upheld by the Texas courts on appeal or in other cases that may challenge the legislation.

11

Crown Holdings, Inc.

In December 2001, the Commonwealth of Pennsylvania enacted legislation that limits the asbestos-related liabilities of Pennsylvania corporations that are successors by corporate merger to companies involved with asbestos. The legislation limits the successor’s liability for asbestos to the acquired company’s asset value adjusted for inflation. Crown Cork has already paid significantly more for asbestos-related claims than the acquired company’s adjusted asset value. On February 20, 2004, the Supreme Court of Pennsylvania reversed the June 11, 2002 order of the Philadelphia Court of Common Pleas, in which the Court of Common Pleas ruled favorably on a motion by Crown Cork for summary judgment regarding 376 pending asbestos-related cases against Crown Cork in Philadelphia and remanded the cases to the Philadelphia Court of Common Pleas (Ieropoli v. AC&S Corporation, et. al., No. 117 EM 2002). The Court ruled that the new statute, as applied, violated the Pennsylvania Constitution because it retroactively extinguished the plaintiffs’ pre-existing and accrued causes of action. The Company believes that the ruling by the court was limited only to cases which were pending at the time the legislation was enacted. In November 2004, the Commonwealth of Pennsylvania enacted legislation amending the 2001 successor liability statute providing that the 2001 statute applies only to asbestos-related claims with respect to which the two-year statute of limitations for asbestos-related claims began to run after the statute was enacted on December 17, 2001. On July 28, 2005, the Philadelphia Court of Common Pleas granted Crown Cork’s global motion for summary judgment to dismiss all pending asbestos-related cases filed in the court after December 17, 2003 (In re: Asbestos-Litigation October term 1986, No. 001). This decision remains subject to potential appeal by the plaintiffs. The Company cautions that the Company’s position regarding the limitation of the Pennsylvania Supreme Court ruling may not be upheld.

In recent years, certain other state and federal legislators have considered legislation to reform the treatment of asbestos-related personal injury claims. The Fairness in Asbestos Injury Resolution Act of 2005 (the “FAIR Bill”) was introduced in the United States Senate in April 2005, and was defeated in a procedural vote in the Senate in February 2006 and motion for reconsideration has been filed. The FAIR Bill would create a national trust fund in lieu of state and federal litigation to compensate people with asbestos-related diseases. The trust fund would require contributions from companies, such as Crown Cork, that have made past payments for asbestos-related personal injury claims and would limit the payments made by such companies relating to asbestos-related liabilities during the life of the fund. There can be no assurance that federal asbestos legislation, such as the FAIR Bill, will be passed into law or the form that any such legislation will take. Due to this uncertainty, the Company has not considered possible federal legislation in evaluating the adequacy of the Company’s reserve for asbestos-related claims.

During the six months ended June 30, 2006, Crown Cork received approximately 3,000 new claims, settled or dismissed approximately 3,000 claims for a total of $4 and had approximately 79,000 claims outstanding at the end of the period. Settlement amounts include amounts committed to be paid in future periods.

As of June 30, 2006, the Company’s accrual for pending and future asbestos-related claims was $206. The Company estimates that its probable and estimable liability for pending and future asbestos-related claims will range between $206 and $264. The accrual balance of $206 includes $127 for unasserted claims and $5 for committed settlements that will be paid over time.

Historically (1977-2005), Crown Cork estimates that approximately one-quarter of all asbestos-related claims made against it have been asserted by claimants who claim first exposure to asbestos after 1964. However, because of Crown Cork’s settlement experience to date and the increased difficulty of establishing identification of the subsidiary’s insulation products as the cause of injury by persons alleging first exposure to asbestos after 1964, the Company has not included in its accrual and range of potential liability any amounts for settlements by persons alleging first exposure to asbestos after 1964.

12

Crown Holdings, Inc.

Assumptions underlying the accrual and the range of potential liability include that claims for exposure to asbestos that occurred after the sale of the U.S. company’s insulation business in 1964 would not be entitled to settlement payouts and that the Texas, South Carolina, Florida, Mississippi, Ohio and Pennsylvania asbestos legislation described above are expected to have a highly favorable impact on Crown Cork’s ability to settle or defend against asbestos-related claims in those states, and other states where Pennsylvania law may apply. The Company’s accrual includes estimates for probable costs for claims through the year 2014. The upper end of the Company’s estimated range of possible asbestos costs of $264 includes claims beyond that date.

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

L. Commitments and Contingent Liabilities

In 2003, Crown Cork amended the retiree medical benefits that it had been providing to approximately 10,000 retirees pursuant to a series of collective bargaining agreements between Crown Cork and certain unions. The amendments increased maximum coverage, required additional retiree contributions for medical and prescription drug costs and reduced other coverage benefits. Crown Cork is a party to litigation initiated in June 2003 in which the USWA and IAM unions and retirees claim that the retiree medical benefits were vested and that the amendments breached the applicable collective bargaining agreements in violation of ERISA and the Labor Management Relations Act. Crown Cork and the USWA parties have submitted their dispute to binding arbitration in Pittsburgh, Pennsylvania and litigation involving Crown Cork and the IAM parties is pending in federal district court in Nebraska. The Company believes that it had the right to make such amendments and intends to contest the matter vigorously. However, the ultimate outcome of these cases is uncertain and if they are decided adversely, the Company could be required to restore all or a portion of the retiree medical benefits to their pre-amendment levels. Restoration of the retiree medical benefits to their pre-amendment levels would increase the accumulated postretirement obligation by approximately $56, the annual charge to income by approximately $9, and the annual payments to retirees by approximately $6 in the initial years after restoration.

The Company is 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 results of operations, financial position or cash flow of the Company.

The Company has various commitments to purchase materials and supplies as part of the ordinary conduct of business. The Company’s basic raw materials for its products are tinplate 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 certain customers to reflect these movements.

There can be no assurances, however, that the Company will be able to fully recover any increases or fluctuations in raw material costs from its customers. The Company also has commitments for standby letters of credit and for purchases of capital assets.

At June 30, 2006, the Company had certain indemnification agreements covering environmental remediation and other potential costs associated with properties sold or businesses divested. The Company accrues for costs associated with such indemnifications and potential costs when it is probable that a liability has been incurred and the amount can be reasonably estimated. At June 30, 2006, the Company also had guarantees of $36 related to the residual values of leased assets and recorded a liability of $8 related to these guarantees.

13

Crown Holdings, Inc.

M. Earnings Per Share

The following table summarizes the basic and diluted earnings/(loss) per share computations for the periods ended June 30, 2006 and 2005, respectively:

		Three Months Ended		Six Months Ended
		June 30		June 30
		2006	2005	2006		2005
Earnings:
	Income/(loss) from continuing operations	$     74	$     16	$     84	(	$        1	)
Weighted-average common shares outstanding:
	Basic	167.1	165.7	167.1		165.8
	Add: dilutive stock options and restricted stock	3.8	5.8	4.2		5.9
	Diluted	170.9	171.5	171.3		171.7
Basic earnings per share - continuing operations		$  0.44	$  0.10	$  0.50	(	$   0.01	)
Diluted earnings per share - continuing operations		$  0.43	$  0.09	$  0.49	(	$   0.01	)

Excluded from the computation of diluted earnings per share were common shares contingently issuable upon the exercise of outstanding stock options, amounting to 2.5 million and 2.9 million shares for the three and six month periods ended June 30, 2006, and 3.6 million shares for the three and six months ended June 30, 2005. These shares were excluded because the exercise prices of the then outstanding options were above the average market prices for the related periods

N. Pension and Other Postretirement Benefits

Components of Net Periodic Benefit Cost

		Three Months Ended								Six Months Ended
		June 30								June 30
Pension Benefits - U.S. Plans		2006				2005				2006				2005
Service cost		$	3			$	3			$	5			$	5
Interest cost			20				19				39				39
Expected return on plan assets	(		27	)	(		21	)	(		54	)	(		42	)
Recognized prior service cost											1				1
Recognized net loss			14				16				29				32
Net periodic benefit cost		$	10			$	17			$	20			$	35

		Three Months Ended								Six Months Ended
		June 30								June 30
Pension Benefits - Non-U.S. Plans		2006				2005				2006				2005
Service cost		$	9			$	10			$	18			$	19
Interest cost			38				42				74				85
Expected return on plan assets	(		54	)	(		56	)	(		105	)	(		112	)
Recognized prior service cost	(		1	)	(		2	)	(		3	)	(		4	)
Recognized net loss			9				14				18				27
Net periodic benefit cost		$	1			$	8			$	2			$	15

14

Crown Holdings, Inc.

		Three Months Ended								Six Months Ended
		June 30								June 30
Other Postretirement Benefits		2006				2005				2006				2005
Service cost		$	1			$	1			$	2			$	2
Interest cost			9				9				18				19
Recognized prior service cost	(		4	)	(		3	)	(		8	)	(		6	)
Recognized net loss			5				4				9				8
Net periodic benefit cost		$	11			$	11			$	21			$	23

O. 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 within the Americas, and Europe Beverage, Europe Food and Europe Specialty Packaging within Europe. Prior periods shown below have been conformed to the current presentation.

The Company evaluates performance and allocates resources based on segment income. Segment income, which is not a defined term under U.S. generally accepted accounting principles, is defined by the Company as net sales less cost of products sold, depreciation and amortization, and 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.

The tables below present information about operating segments for the three and six months ended June 30, 2006 and 2005:

	External Sales				External Sales
	Three Months Ended				Six Months Ended
	June 30				June 30
	2006		2005		2006		2005
Americas Beverage	$	426	$	463	$	773	$	833
North America Food		198		199		380		359
Europe Beverage		339		265		577		449
Europe Food		450		465		861		872
Europe Specialty Packaging		106		105		192		199
Total reportable segments		1,519		1,497		2,783		2,712
Non-reportable segments		286		286		570		561
Total	$	1,805	$	1,783	$	3,353	$	3,273

	Segment Income				Segment Income
	Three Months Ended				Six Months Ended
	June 30				June 30
	2006		2005		2006		2005
Americas Beverage	$	41	$	55	$	66	$	92
North America Food		18		14		26		19
Europe Beverage		39		41		64		67
Europe Food		49		59		91		98
Europe Specialty Packaging		12		8		14		12
Total reportable segments	$	159	$	177	$	261	$	288

15

Crown Holdings, Inc.

The following table reconciles the Company’s segment income of reportable segments to consolidated income from continuing operations before income taxes, minority interests and equity earnings:

		Three Months Ended								Six Months Ended
		June 30								June 30
		2006				2005				2006				2005
Segment income of reportable segments		$	159			$	177			$	261			$	288
Segment income of non-reportable segments			32				32				64				63
Corporate and unallocated items	(		19	)	(		40	)	(		50	)	(		83	)
Provision for restructuring	(		5	)					(		14	)
Loss from early extinguishments of debt					(		2	)					(		2	)
Gain on sale of assets							17				1				22
Interest expense	(		70	)	(		95	)	(		137	)	(		189	)
Interest income			3				2				6				4
Translation and exchange adjustments			8		(		65	)			8		(		95	)
Income from continuing operations before income    taxes, minority interests and equity earnings		$	108			$	26			$	139			$	8

“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. The decrease from 2005 to 2006 was primarily due to reduced pension and incentive compensation costs in 2006.

16

Crown Holdings, Inc.

P. Condensed Combining Financial Information

Crown European Holdings (Issuer), a 100% owned subsidiary of the Company, has outstanding senior notes that are fully and unconditionally guaranteed by Crown Holdings, Inc. 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 the United Kingdom, France, Germany, Belgium, Canada, Mexico and Switzerland. The following condensed combining financial statements:

•     statements of operations for the three and six months ended June 30, 2006 and 2005,

•     balance sheets as of June 30, 2006 and December 31, 2005, and

•     statements of cash flows for the six months ended June 30, 2006 and 2005

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, 2006
(in millions)

	Parent	Issuer		Guarantors		Non Guarantors		Eliminations		Total Company
Net sales				$1,115		$690				$1,805
Cost of products sold, excluding depreciation
and amortization		($6	)	935		571				1,500
Depreciation and amortization				37		21				58
Gross profit		6		143		98				247
Selling and administrative expense				59		16				75
Provision for restructuring				3		2				5
Net interest expense		18		48		1				67
Technology royalty				(8	)	8
Translation and exchange adjustments		1		(10	)	1				(8	)
Income/(loss) from continuing operations before
income taxes, minority interests and equity earnings		(13	)	51		70				108
Provision for income taxes				8		11				19
Equity earnings	$50	61		25				($136	)
Income from continuing operations before
minority interests and equity earnings	50	48		68		59		(136	)	89
Minority interests and equity earnings						(15	)			(15	)
Income from continuing operations	50	48		68		44		(136	)	74
Discontinued operations
Loss before income taxes		(1	)	(20	)	(4	)			(25	)
Provision/(benefit) for income taxes				(2	)	1				(1	)
Net income	$50	$47		$50		$39		($136	)	$50

17

Crown Holdings, Inc.

CONDENSED COMBINING STATEMENT OF OPERATIONS

For the three months ended June 30, 2005
(in millions)

	Parent	Issuer		Guarantors		Non Guarantors		Eliminations		Total Company
Net sales				$1,182		$601				$1,783
Cost of products sold, excluding depreciation
and amortization		($6	)	997		473				1,464
Depreciation and amortization				42		20				62
Gross profit		6		143		108				257
Selling and administrative expense				67		21				88
Gain on sale of assets				(10	)	(7	)			(17	)
Loss from early extinguishments of debt				2						2
Net interest expense		30		62		1				93
Technology royalty				(9	)	9
Translation and exchange adjustments		17		30		18				65
Income/(loss) from continuing operations before
income taxes, minority interests and equity earnings		(41	)	1		66				26
Provision/(benefit) for income taxes		(1	)	(20	)	24				3
Equity earnings/(loss)	$28	63		(5	)			($86	)
Income from continuing operations before
minority interests and equity earnings	28	23		16		42		(86	)	23
Minority interests and equity earnings						(7	)			(7	)
Income from continuing operations	28	23		16		35		(86	)	16
Discontinued operations
Income/(loss) before income taxes				19		(1	)			18
Provision/(benefit) for income taxes				7		(1	)			6
Net income	$28	$23		$28		$35		($86	)	$28

18

Crown Holdings, Inc.

CONDENSED COMBINING STATEMENT OF OPERATIONS

For the six months ended June 30, 2006
(in millions)

	Parent	Issuer		Guarantors		Non Guarantors		Eliminations		Total Company
Net sales				$2,093		$1,260				$3,353
Cost of products sold, excluding depreciation
and amortization		($11	)	1,777		1,044				2,810
Depreciation and amortization				72		40				112
Gross profit		11		244		176				431
Selling and administrative expense				119		37				156
(Gain)/loss on sale of assets		(7	)	6						(1	)
Provision for restructuring				7		7				14
Net interest expense		32		98		1				131
Technology royalty				(14	)	14
Translation and exchange adjustments		3		(12	)	1				(8	)
Income/(loss) from continuing operations before
income taxes, minority interests and equity earnings		(17	)	40		116				139
Provision for income taxes				4		22				26
Equity earnings	$57	74		46				($177	)
Income from continuing operations before
minority interests and equity earnings	57	57		82		94		(177	)	113
Minority interests and equity earnings						(29	)			(29	)
Income from continuing operations	57	57		82		65		(177	)	84
Discontinued operations
Loss before income taxes				(24	)	(2	)			(26	)
Provision for income taxes				1						1
Net income	$57	$57		$57		$63		($177	)	$57

19

Crown Holdings, Inc.

CONDENSED COMBINING STATEMENT OF OPERATIONS

For the six months ended June 30, 2005
(in millions)

	Parent	Issuer		Guarantors		Non Guarantors		Eliminations		Total Company
Net sales				$2,190		$1,083				$3,273
Cost of products sold, excluding depreciation
and amortization		($10	)	1,853		871				2,714
Depreciation and amortization				82		39				121
Gross profit		10		255		173				438
Selling and administrative expense				131		39				170
Gain on sale of assets				(10	)	(12	)			(22	)
Loss from early extinguishments of debt				2						2
Net interest expense		61		120		4				185
Technology royalty				(15	)	15
Translation and exchange adjustments		26		40		29				95
Income/(loss) from continuing operations before
income taxes, minority interests and equity earnings		(77	)	(13	)	98				8
Provision/(benefit) for income taxes				(32	)	30				(2	)
Equity earnings/(loss)	$18	105		(19	)			($104	)
Income from continuing operations before
minority interests and equity earnings	18	28				68		(104	)	10
Minority interests and equity earnings						(11	)			(11	)
Income/(loss) from continuing operations	18	28		0		57		(104	)	(1	)
Discontinued operations
Income before income taxes				29		1				30
Provision for income taxes				11						11
Net income	$18	$28		$18		$58		($104	)	$18

20

Crown Holdings, Inc.

CONDENSED COMBINING BALANCE SHEET

As of June 30, 2006
(in millions)

	Parent		Issuer	Guarantors		Non Guarantors	Eliminations		Total Company
Assets
Current assets
Cash and cash equivalents				$48		$260			$308
Receivables, net			$83	159		687			929
Intercompany receivables			1	74		40	($115	)
Inventories				542		466			1,008
Prepaid expenses and other current assets	$1		25	54		22			102
Total current assets	1		109	877		1,475	(115	)	2,347
Intercompany debt receivables			1,496	1,404		401	(3,301	)
Investments	(115	)	3,021	(253	)		(2,653	)
Goodwill				1,504		621			2,125
Property, plant and equipment, net				927		695			1,622
Pension assets				1,002					1,002
Other non-current assets			11	134		46			191
Total	($114	)	$4,637	$5,595		$3,238	($6,069	)	$7,287
Liabilities and shareholders’ equity/(deficit)
Current liabilities
Short-term debt			$12	$17		$57			$86
Current maturities of long-term debt			4	109		28			141
Accounts payable and accrued liabilities	$5		28	1,111		744			1,888
Intercompany payables			1	39		75	($115	)
Income taxes payable			3	9		46			58
Total current liabilities	5		48	1,285		950	(115	)	2,173
Long-term debt, excluding current maturities			1,091	2,312		80			3,483
Long-term intercompany debt	5		2,213	821		262	(3,301	)
Postretirement and pension liabilities			1	752		16			769
Other non-current liabilities			61	540		117			718
Minority interests						268			268
Commitments and contingent liabilities
Shareholders’ equity/(deficit)	(124	)	1,223	(115	)	1,545	(2,653	)	(124	)
Total	($114	)	$4,637	$5,595		$3,238	($6,069	)	$7,287

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Crown Holdings, Inc.

CONDENSED COMBINING BALANCE SHEET

As of December 31, 2005
(in millions)

	Parent		Issuer	Guarantors		Non Guarantors	Eliminations		Total Company
Assets
Current assets
Cash and cash equivalents				$67		$227			$294
Receivables, net			$61	61		564			686
Intercompany receivables			1	65		53	($119	)
Inventories				470		340			810
Prepaid expenses and other current assets				53		2			55
Total current assets			62	716		1,186	(119	)	1,845
Intercompany debt receivables	$3		1,562	1,562		740	(3,867	)
Investments in subsidiaries	(222	)	2,685	(122	)		(2,341	)
Goodwill				1,430		583			2,013
Property, plant and equipment, net				951		656			1,607
Pension assets				871					871
Other non-current assets			11	120		78			209
Total	($219	)	$4,320	$5,528		$3,243	($6,327	)	$6,545
Liabilities and shareholders’ equity/(deficit)
Current liabilities
Short-term debt			$23	$2		$47			$72
Current maturities of long-term debt			3	110		26			139
Accounts payable and accrued liabilities	$17		14	1,037		606			1,674
Intercompany payables			4	49		66	($119	)
Income taxes payable			5	9		44			58
Total current liabilities	17		49	1,207		789	(119	)	1,943
Long-term debt, excluding current maturities			912	2,214		66			3,192
Long-term intercompany debt			2,212	1,066		589	(3,867	)
Postretirement and pension liabilities				730		15			745
Other non-current liabilities			13	533		109			655
Minority interests						246			246
Commitments and contingent liabilities
Shareholders’ equity/(deficit)	(236	)	1,134	(222	)	1,429	(2,341	)	(236	)
Total	($219	)	$4,320	$5,528		$3,243	($6,327	)	$6,545

22

Crown Holdings, Inc.

CONDENSED COMBINING STATEMENT OF CASH FLOWS

For the six months ended June 30, 2006
(in millions)

	Parent		Issuer		Guarantors		Non Guarantors		Eliminations		Total Company
Net cash provided by/(used for) operating activities	($2	)	($34	)	($142	)	$69				($109	)
Cash flows from investing activities
Capital expenditures					(36	)	(65	)			(101	)
Proceeds from sale of property,plant and equipment					1						1
Intercompany investing activities			(77	)	185				($108	)
Other, net							15				15
Net cash provided by/(used for) investing activities			(77	)	150		(50	)	(108	)	(85	)
Cash flows from financing activities
Proceeds from long–term debt							17				17
Payments of long–term debt							(7	)			(7	)
Net change in revolving credit facility and short-term debt			84		111		8				203
Net change in long-term intercompany balances	8		27		(52	)	17
Common stock repurchased	(17	)									(17	)
Common stock issued	11										11
Dividends paid					(87	)	(21	)	108
Minority dividends							(12	)			(12	)
Net cash provided by/(used for) financing activities	2		111		(28	)	2		108		195
Effect of exchange rate changes on cash and cash equivalents					1		12				13
Net change in cash and cash equivalents					(19	)	33				14
Cash and cash equivalents at January 1					67		227				294
Cash and cash equivalents at June 30	$0		$0		$48		$260		$0		$308

23

Crown Holdings, Inc.

CONDENSED COMBINING STATEMENT OF CASH FLOWS

For the six months ended June 30, 2005
(in millions)

	Parent		Issuer		Guarantors		Non Guarantors		Eliminations		Total Company
Net cash provided by /(used for) operating activities	($3	)	($71	)	($37	)	$58				($53	)
Cash flows from investing activities
Capital expenditures					(53	)	(18	)			(71	)
Proceeds from sale of property, plant and equipment					14		8				22
Intercompany investing activities			37		14				($51	)
Other, net							(7	)			(7	)
Net cash provided by / (used for) investing activities			37		(25	)	(17	)	(51	)	(56	)
Cash flows from financing activities
Proceeds from long-term debt							10				10
Payments of long-term debt					(71	)	(1	)			(72	)
Net change in revolving credit facility and short-term debt					35		(18	)			17
Net change in long-term intercompany balances	11		47		29		(87	)
Common stock repurchased	(14	)									(14	)
Common stock issued	6										6
Dividends paid					(15	)	(36	)	51
Minority dividends							(28	)			(28	)
Net cash provided by / (used for) financing activities	3		47		(22	)	(160	)	51		(81	)
Effect of exchange rate changes on cash and cash equivalents					(4	)	(12	)			(16	)
Net change in cash and cash equivalents			13		(88	)	(131	)			(206	)
Cash and cash equivalents at January 1			1		168		302				471
Cash and cash equivalents at June 30	$0		$14		$80		$171		$0		$265

24

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, 2006 and 2005,

•     balance sheets as of June 30, 2006 and December 31, 2005, and

•     statements of cash flows for the six months ended June 30, 2006 and 2005

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, 2006
(in millions)

	Parent	Issuer		Non Guarantors		Eliminations		Total Company
Net sales				$1,805				$1,805
Cost of products sold, excluding depreciation and amortization				1,500				1,500
Depreciation and amortization				58				58
Gross profit				247				247
Selling and administrative expense		$2		73				75
Provision for restructuring				5				5
Net interest expense		15		52				67
Translation and exchange adjustments				(8	)			(8	)
Income/(loss) from continuing operations before income taxes,       minority interests and equity earnings		(17	)	125				108
Provision/(benefit) for income taxes		(15	)	34				19
Equity earnings	$50	51				($101	)
Income from continuing operations before minority interests       and equity earnings	50	49		91		(101	)	89
Minority interests and equity earnings		1		(16	)			(15	)
Income from continuing operations	50	50		75		(101	)	74
Discontinued operations
Loss before income taxes				(25	)			(25	)
Benefit for income taxes				(1	)			(1	)
Net income	$50	$50		$51		($101	)	$50

25

Crown Holdings, Inc.

CONDENSED COMBINING STATEMENT OF OPERATIONS

For the three months ended June 30, 2005
(in millions)

	Parent	Issuer		Non Guarantors		Eliminations		Total Company
Net sales				$1,783				$1,783
Cost of products sold, excluding depreciation and amortization				1,464				1,464
Depreciation and amortization				62				62
Gross profit				257				257
Selling and administrative expense		$1		87				88
Gain on sale of assets				(17	)			(17	)
Loss from early extinguishments of debt				2				2
Net interest expense		81		12				93
Translation and exchange adjustments				65				65
Income/(loss) from continuing operations before income taxes,       minority interests and equity earnings		(82	)	108				26
Provision/(benefit) for income taxes		(31	)	34				3
Equity earnings	$28	75				($103	)
Income from continuing operations before minority interests       and equity earnings	28	24		74		(103	)	23
Minority interests and equity earnings		4		(11	)			(7	)
Income from continuing operations	28	28		63		(103	)	16
Discontinued operations
Income before income taxes				18				18
Provision for income taxes				6				6
Net income	$28	$28		$75		($103	)	$28

26

Crown Holdings, Inc.

CONDENSED COMBINING STATEMENT OF OPERATIONS

For the six months ended June 30, 2006
(in millions)

	Parent	Issuer		Non Guarantors		Eliminations		Total Company
Net sales				$3,353				$3,353
Cost of products sold, excluding depreciation and amortization				2,810				2,810
Depreciation and amortization				112				112
Gross profit				431				431
Selling and administrative expense		$4		152				156
Gain on sale of assets				(1	)			(1	)
Provision for restructuring				14				14
Net interest expense		31		100				131
Translation and exchange adjustments				(8	)			(8	)
Income/(loss) from continuing operations before income taxes,       minority interests and equity earnings		(35	)	174				139
Provision/(benefit) for income taxes		(15	)	41				26
Equity earnings	$57	76				($133	)
Income from continuing operations before minority interests       and equity earnings	57	56		133		(133	)	113
Minority interests and equity earnings		1		(30	)			(29	)
Income from continuing operations	57	57		103		(133	)	84
Discontinued operations
Loss before income taxes				(26	)			(26	)
Provision for income taxes				1				1
Net income	$57	$57		$76		($133	)	$57

27

Crown Holdings, Inc.

CONDENSED COMBINING STATEMENT OF OPERATIONS

For the six months ended June 30, 2005
(in millions)

	Parent	Issuer		Non Guarantors		Eliminations		Total Company
Net sales				$3,273				$3,273
Cost of products sold, excluding depreciation and amortization				2,714				2,714
Depreciation and amortization				121				121
Gross profit				438				438
Selling and administrative expense		$3		167				170
Gain on sale of assets				(22	)			(22	)
Loss from early extinguishments of debt				2				2
Net interest expense		162		23				185
Translation and exchange adjustments				95				95
Income/(loss) from continuing operations before income taxes,       minority interests and equity earnings		(165	)	173				8
Provision/(benefit) for income taxes		(58	)	56				(2	)
Equity earnings	$18	118				($136	)
Income from continuing operations before minority interests       and equity earnings	18	11		117		(136	)	10
Minority interests and equity earnings		7		(18	)			(11	)
Income/(loss) from continuing operations	18	18		99		(136	)	(1	)
Discontinued operations
Income before income taxes				30				30
Provision for income taxes				11				11
Net income	$18	$18		$118		($136	)	$18

28

Crown Holdings, Inc.

CONDENSED COMBINING BALANCE SHEET

As of June 30, 2006
(in millions)

	Parent		Issuer		Non Guarantors	Eliminations		Total Company
Assets
Current assets
Cash and cash equivalents					$308			$308
Receivables, net					929			929
Inventories					1,008			1,008
Prepaid expenses and current assets	$1				101			102
Total current assets	1				2,346			2,347
Intercompany debt receivables					148	($148	)
Investments	(115	)	$952			(837	)
Goodwill					2,125			2,125
Property, plant and equipment, net					1,622			1,622
Pension assets					1,002			1,002
Other non-current assets			8		183			191
Total	($114	)	$960		$7,426	($985	)	$7,287
Liabilities and shareholders’ equity/(deficit)
Current liabilities
Short-term debt					$86			$86
Current maturities of long-term debt			$1		140			141
Accounts payable and accrued liabilities	$5		36		1,847			1,888
Income taxes payable					58			58
Total current liabilities	5		37		2,131			2,173
Long-term debt, excluding current maturities			698		2,785			3,483
Long-term intercompany debt	5		143			($148	)
Postretirement and pension liabilities					769			769
Other non-current liabilities			197		521			718
Minority interests					268			268
Commitments and contingent liabilities
Shareholders’ equity/(deficit)	(124	)	(115	)	952	(837	)	(124	)
Total	($114	)	$960		$7,426	($985	)	$7,287

29

Crown Holdings, Inc.

CONDENSED COMBINING BALANCE SHEET

As of December 31, 2005
(in millions)

	Parent		Issuer		Non Guarantors	Eliminations		Total Company
Assets
Current assets
Cash and cash equivalents					$294			$294
Receivables, net					686			686
Inventories					810			810
Prepaid expenses and current assets					55			55
Total current assets					1,845			1,845
Intercompany debt receivables	$3				117	($120	)
Investments	(222	)	$807			(585	)
Goodwill					2,013			2,013
Property, plant and equipment, net					1,607			1,607
Pension assets					871			871
Other non-current assets			27		182			209
Total	($219	)	$834		$6,635	($705	)	$6,545
Liabilities and shareholders’ equity/(deficit)
Current liabilities
Short-term debt			$1		$71			$72
Current maturities of long-term debt					139			139
Accounts payable and accrued liabilities	$17		35		1,622			1,674
Income taxes payable					58			58
Total current liabilities	17		36		1,890			1,943
Long-term debt, excluding current maturities			698		2,494			3,192
Long-term intercompany debt			120			($120	)
Postretirement and pension liabilities					745			745
Other non-current liabilities			202		453			655
Minority interests					246			246
Commitments and contingent liabilities
Shareholders’ equity/(deficit)	(236	)	(222	)	807	(585	)	(236	)
Total	($219	)	$834		$6,635	($705	)	$6,545

30

Crown Holdings, Inc.

CONDENSED COMBINING STATEMENT OF CASH FLOWS

For the six months ended June 30, 2006
(in millions)

	Parent		Issuer		Non Guarantors		Eliminations		Total Company
Net cash used for operating activities	($2	)	($25	)	($82	)			($109	)
Cash flows from investing activities
Capital expenditures					(101	)			(101	)
Proceeds from sale of property, plant and equipment					1				1
Intercompany investing activities			2				($2	)
Other, net					15				15
Net cash provided by/(used for) investing activities			2		(85	)	(2	)	(85	)
Cash flows from financing activities
Proceeds from long-term debt					17				17
Payments of long-term debt					(7	)			(7	)
Net change in revolving credit facility and short-term debt					203				203
Net change in long-term intercompany balances	8		23		(31	)
Common stock repurchased	(17	)							(17	)
Common stock issued	11								11
Dividends paid					(2	)	2
Minority dividends					(12	)			(12	)
Net cash provided by financing activities	2		23		168		2		195
Effects of exchange rate changes on cash and cash equivalents					13				13
Net change in cash and cash equivalents					14				14
Cash and cash equivalents at January 1					294				294
Cash and cash equivalents at June 30	$0		$0		$308		$0		$308

31

Crown Holdings, Inc.

CONDENSED COMBINING STATEMENT OF CASH FLOWS

For the three months ended June 30, 2005
(in millions)

	Parent		Issuer		Non Guarantors		Eliminations		Total Company
Net cash provided by/(used for) operating activities	($3	)	($117	)	$67				($53	)
Cash flows from investing activities
Capital expenditures					(71	)			(71	)
Proceeds from sale of property, plant and equipment					22				22
Intercompany investing activities			3				($3	)
Other, net					(7	)			(7	)
Net cash provided by / (used for) investing activities			3		(56	)	(3	)	(56	)
Cash flows from financing activities
Proceeds from long-term debt					10				10
Payments of long-term debt					(72	)			(72	)
Net change in revolving credit facility and short-term debt					17				17
Net change in long-term intercompany balances	11		114		(125	)
Common stock repurchased	(14	)							(14	)
Common stock issued	6								6
Dividends paid					(3	)	3
Minority dividends					(28	)			(28	)
Net cash provided by/(used for) financing activities	3		114		(201	)	3		(81	)
Effects of exchange rate changes on cash and cash equivalents					(16	)			(16	)
Net change in cash and cash equivalents					(206	)			(206	)
Cash and cash equivalents at January 1					471				471
Cash and cash equivalents at June 30	$0		$0		$265		$0		$265

32

Crown Holdings, Inc.

In connection with the Company’s 2005 refinancing as discussed in Note H, Crown Americas, LLC and Crown Americas Capital Corp., 100% owned subsidiaries of the Company, issued senior unsecured notes that are fully and unconditionally guaranteed by 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, 2006 and 2005,

•     balance sheets as of June 30, 2006 and December 31, 2005, and

•     statements of cash flows for the six months ended June 30, 2006 and 2005

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, 2006
(in millions)

	Parent	Issuer		Guarantors		Non Guarantors		Eliminations		Total Company
Net sales				$482		$1,323				$1,805
Cost of products sold, excluding depreciation
and amortization				405		1,095				1,500
Depreciation and amortization				16		42				58
Gross profit				61		186				247
Selling and administrative expense		$2		19		54				75
Provision for restructuring						5				5
Net interest expense		14		18		35				67
Technology royalty				(9	)	9
Translation and exchange adjustments				(1	)	(7	)			(8	)
Income/(loss) from continuing operations before
income taxes, minority interests and equity earnings		(16	)	34		90				108
Provision/(benefit) for income taxes		(6	)	5		20				19
Equity earnings	$50	46		20				($116	)
Income from continuing operations before
minority interests and equity earnings	50	36		49		70		(116	)	89
Minority interests and equity earnings						(15	)			(15	)
Income from continuing operations	50	36		49		55		(116	)	74
Discontinued operations
Loss before income taxes				(1	)	(24	)			(25	)
Provision/(benefit) for income taxes				(2	)	1				(1	)
Net income	$50	$36		$50		$30		($116	)	$50

33

Crown Holdings, Inc.

CONDENSED COMBINING STATEMENT OF OPERATIONS

For the three months ended June 30, 2005
(in millions)

	Parent	Issuer		Guarantors		Non Guarantors		Eliminations		Total Company
Net sales				$555		$1,228				$1,783
Cost of products sold, excluding depreciation
and amortization				476		988				1,464
Depreciation and amortization				20		42				62
Gross profit				59		198				257
Selling and administrative expense		$2		28		58				88
Gain on sale of assets				(6	)	(11	)			(17	)
Loss from early extinguishments of debt						2				2
Net interest expense		6		29		58				93
Technology royalty				(12	)	12
Translation and exchange adjustments						65				65
Income/(loss) from continuing operations before
income taxes, minority interests and equity earnings		(8	)	20		14				26
Provision/(benefit) for income taxes		(3	)	(2	)	8				3
Equity earnings/(loss)	$28	75		(2	)			($101	)
Income from continuing operations before
minority interests and equity earnings	28	70		20		6		(101	)	23
Minority interests and equity earnings		1		7		(15	)			(7	)
Income/(loss) from continuing operations	28	71		27		(9	)	(101	)	16
Discontinued operations
Income before income taxes				2		16				18
Provision for income taxes				1		5				6
Net income	$28	$71		$28		$2		($101	)	$28

34

CONDENSED COMBINING STATEMENT OF OPERATIONS

For the six months ended June 30, 2006
(in millions)

	Parent	Issuer		Guarantors		Non Guarantors		Eliminations		Total Company
Net sales				$980		$2,373				$3,353
Cost of products sold, excluding depreciation
and amortization				853		1,957				2,810
Depreciation and amortization				32		80				112
Gross profit				95		336				431
Selling and administrative expense		$4		48		104				156
Gain on sale of assets				(1	)					(1	)
Provision for restructuring				4		10				14
Net interest expense		27		35		69				131
Technology royalty				(17	)	17
Translation and exchange adjustments				(1	)	(7	)			(8	)
Income/(loss) from continuing operations before
income taxes, minority interests and equity earnings		(31	)	27		143				139
Provision/(benefit) for income taxes		(11	)	7		30				26
Equity earnings	$57	59		37				($153	)
Income from continuing operations before
minority interests and equity earnings	57	39		57		113		(153	)	113
Minority interests and equity earnings						(29	)			(29	)
Income from continuing operations	57	39		57		84		(153	)	84
Discontinued operations
Loss before income taxes						(26	)			(26	)
Provision for income taxes						1				1
Net income	$57	$39		$57		$57		($153	)	$57

35

Crown Holdings, Inc.

CONDENSED COMBINING STATEMENT OF OPERATIONS

For the six months ended June 30, 2005
(in millions)

	Parent	Issuer		Guarantors		Non Guarantors		Eliminations		Total Company
Net sales				$985		$2,288				$3,273
Cost of products sold, excluding depreciation
and amortization				855		1,859				2,714
Depreciation and amortization				40		81				121
Gross profit				90		348				438
Selling and administrative expense		$4		54		112				170
Gain on sale of assets				(6	)	(16	)			(22	)
Loss from early extinguishments of debt						2				2
Net interest expense		13		56		116				185
Technology royalty				(22	)	22
Translation and exchange adjustments						95				95
Income/(loss) from continuing operations before
income taxes, minority interests and equity earnings		(17	)	8		17				8
Provision/(benefit) for income taxes		(6	)	1		3				(2	)
Equity earnings	$18	132		2				($152	)
Income from continuing operations before
minority interests and equity earnings	18	121		9		14		(152	)	10
Minority interests and equity earnings		1		7		(19	)			(11	)
Income/(loss) from continuing operations	18	122		16		(5	)	(152	)	(1	)
Discontinued operations
Income before income taxes				4		26				30
Provision for income taxes				2		9				11
Net income	$18	$122		$18		$12		($152	)	$18

36

Crown Holdings, Inc.

CONDENSED COMBINING BALANCE SHEET

As of June 30, 2006
(in millions)

	Parent		Issuer		Guarantors	Non Guarantors	Eliminations		Total Company
Assets
Current assets
Cash and cash equivalents			$19		$2	$287			$308
Receivables, net					16	913			929
Intercompany receivables					61	11	($72	)
Inventories					186	822			1,008
Prepaid expenses and other current assets	$1		3		8	90			102
Total current assets	1		22		273	2,123	(72	)	2,347
Intercompany debt receivables			1,186		583	40	(1,809	)
Investments	(115	)	432		1,054		(1,371	)
Goodwill					445	1,680			2,125
Property, plant and equipment, net			3		397	1,222			1,622
Pension assets						1,002			1,002
Other non-current assets			39		47	105			191
Total	($114	)	$1,682		$2,799	$6,172	($3,252	)	$7,287
Liabilities and shareholders’ equity/(deficit)
Current liabilities
Short-term debt						$86			$86
Current maturities of long-term debt					$2	139			141
Accounts payable and accrued liabilities	$5		$14		358	1,511			1,888
Intercompany payables					11	61	($72	)
Income taxes payable					8	50			58
Total current liabilities	5		14		379	1,847	(72	)	2,173
Long-term debt, excluding current maturities			1,580		696	1,207			3,483
Long-term intercompany debt	5		412		472	920	(1,809	)
Postretirement and pension liabilities					591	178			769
Other non-current liabilities					229	489			718
Minority interests						268			268
Commitments and contingent liabilities
Shareholders’ equity/(deficit)	(124	)	(324	)	432	1,263	(1,371	)	(124	)
Total	($114	)	$1,682		$2,799	$6,172	($3,252	)	$7,287

37

Crown Holdings, Inc.

CONDENSED COMBINING BALANCE SHEET

As of December 31, 2005
(in millions)

	Parent		Issuer		Guarantors		Non Guarantors	Eliminations		Total Company
Assets
Current assets
Cash and cash equivalents			$18		$1		$275			$294
Receivables, net					10		676			686
Intercompany receivables					54			($54	)
Inventories					156		654			810
Prepaid expenses and other current assets			1		1		53			55
Total current assets			19		222		1,658	(54	)	1,845
Intercompany debt receivables	$3		1,096		458		62	(1,619	)
Investments in subsidiaries	(222	)	375		454			(607	)
Goodwill					444		1,569			2,013
Property, plant and equipment, net			3		419		1,185			1,607
Pension assets							871			871
Other non-current assets			42		47		120			209
Total	($219	)	$1,535		$2,044		$5,465	($2,280	)	$6,545
Liabilities and shareholders’ equity/(deficit)
Current liabilities
Short-term debt							$72			$72
Current maturities of long-term debt					$2		137			139
Accounts payable and accrued liabilities	$17		$12		343		1,302			1,674
Intercompany payables							54	($54	)
Income taxes payable					9		49			58
Total current liabilities	17		12		354		1,614	(54	)	1,943
Long-term debt, excluding current maturities			1,475		697		1,020			3,192
Long-term intercompany debt			412		403		804	(1,619	)
Postretirement and pension liabilities					574		171			745
Other non-current liabilities					238		417			655
Minority interests							246			246
Commitments and contingent liabilities
Shareholders’ equity/(deficit)	(236	)	(364	)	(222	)	1,193	(607	)	(236	)
Total	($219	)	$1,535		$2,044		$5,465	($2,280	)	$6,545

38

Crown Holdings, Inc.

CONDENSED COMBINING STATEMENT OF CASH FLOWS

For the six months ended June 30, 2006
(in millions)

	Parent		Issuer		Guarantors		Non Guarantors		Eliminations		Total Company
Net cash used for operating activities	($2	)	($19	)	($25	)	($63	)			($109	)
Cash flows from investing activities
Capital expenditures					(15	)	(86	)			(101	)
Proceeds from sale of property, plant and equipment					1						1
Intercompany investing activities			5		15				($20	)
Other, net							15				15
Net cash provided by/(used for) investing activities			5		1		(71	)	(20	)	(85	)
Cash flows from financing activities
Proceeds from long–term debt							17				17
Payments of long–term debt							(7	)			(7	)
Net change in revolving credit facility and short-term debt			105				98				203
Net change in long-term intercompany balances	8		(90	)	25		57
Common stock repurchased	(17	)									(17	)
Common stock issued	11										11
Dividends paid							(20	)	20
Minority dividends							(12	)			(12	)
Net cash provided by financing activities	2		15		25		133		20		195
Effect of exchange rate changes on cash and cash equivalents							13				13
Net change in cash and cash equivalents			1		1		12				14
Cash and cash equivalents at January 1			18		1		275				294
Cash and cash equivalents at June 30	$0		$19		$2		$287		$0		$308

39

Crown Holdings, Inc.

CONDENSED COMBINING STATEMENT OF CASH FLOWS

For the six months ended June 30, 2005
(in millions)

	Parent		Issuer		Guarantors		Non Guarantors		Eliminations		Total Company
Net cash provided by/(used for) operating activities	($3	)	($7	)	($56	)	$13				($53	)
Cash flows from investing activities
Capital expenditures					(16	)	(55	)			(71	)
Proceeds from sale of property, plant and equipment			4		9		9				22
Intercompany investing activities			9		2				($11	)
Other, net							(7	)			(7	)
Net cash provided by/(used for) investing activities			13		(5	)	(53	)	(11	)	(56	)
Cash flows from financing activities
Proceeds from long-term debt							10				10
Payments of long-term debt							(72	)			(72	)
Net change in revolving credit facility and short-term debt			20				(3	)			17
Net change in long-term intercompany balances	11		(10	)	31		(32	)
Common stock repurchased	(14	)									(14	)
Common stock issued	6										6
Dividends paid							(11	)	11
Minority dividends							(28	)			(28	)
Net cash provided by/(used for) financing activities	3		10		31		(136	)	11		(81	)
Effect of exchange rate changes on cash and cash equivalents							(16	)			(16	)
Net change in cash and cash equivalents			16		(30	)	(192	)			(206	)
Cash and cash equivalents at January 1			9		37		425				471
Cash and cash equivalents at June 30	$0		$25		$7		$233		$0		$265

40

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, 2006 compared to the corresponding periods in 2005 and the changes in financial condition and liquidity from December 31, 2005. 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, 2005, along with the consolidated financial statements and related notes included in and referred to within this report.

Executive Overview

As discussed in Note C to the consolidated financial statements, the Company completed the sale of its plastic closures business in October 2005 and during the second quarter of 2006 has either sold, or has committed to a plan to sell, its European plastics operations. The results of operations for prior periods used in the following discussion have been recast to report these businesses as discontinued operations.

The Company’s principal areas of focus include improving segment income, reducing debt and reducing asbestos-related costs. The Company may also repurchase Company common stock pursuant to Board approved repurchase authorizations, under which approximately $344 is available (subject, however, to compliance with the terms of the Company’s outstanding debt agreements). See Note O 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 revenue include targeting geographic markets with strong growth potential, such as the Middle East, Asia, Latin America and southern and central 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 benefit costs.

The reduction of debt remains a principal strategic goal of the Company and is primarily dependent upon the Company’s ability to generate cash flow from operations. In addition, the Company may consider divestitures from time to time, the proceeds of which may be used to reduce debt.

The Company seeks to reduce its asbestos-related costs through prudent case management. Asbestos-related payments were $29 for the full year of 2005 and $8 for the first six months of 2006, and the Company expects to pay approximately $25 for the full year of 2006.

Results of Operations

Net Sales

Net sales in the second quarter of 2006 were $1,805, an increase of $22 or 1.2% compared to net sales of $1,783 for the same period in 2005. Net sales in the first six months of 2006 were $3,353, an increase of $80 or 2.4% compared to net sales of $3,273 for the same period in 2005. Sales from U.S. operations accounted for 29.6% of consolidated net sales in the first six months of 2006 compared to 31.4% for the same period in 2005. Sales of beverage cans and ends accounted for 44.9% and sales of food cans and ends accounted for 33.1% of consolidated net sales in the first six months of 2006 compared to 43.3% and 33.9%, respectively, in 2005.

Net sales in the Americas Beverage segment in the second quarter decreased 8.0% from $463 in 2005 to $426 in 2006. Net sales in the first six months of 2006 decreased 7.2% from $833 in 2005 to $773 in 2006. The decreases in 2006 were primarily due to lower sales unit volumes.

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Crown Holdings, Inc.

Item 2. Management’s Discussion and Analysis (Continued)

Net sales in the North America Food segment in the second quarter decreased from $199 in 2005 to $198 in 2006. Net sales in the first six months of 2006 increased 5.8% from $359 in 2005 to $380 in 2006, primarily due to increased sale unit volumes and $3 of foreign currency translation.

Net sales in the Europe Beverage segment increased 27.9% from $265 in the second quarter of 2005 to $339 in the same period in 2006. Net sales in the first six months of 2006 increased 28.5% from $449 in 2005 to $577 in 2006. The increases in the quarter and first six months of 2006 included increases of $44 and $77 due to the consolidation of certain Middle East operations, as discussed in Note D to the consolidated financial statements. The remaining increase in the second quarter and first six months was primarily due to increased sales unit volumes.

Net sales in the Europe Food segment decreased 3.2% from $465 in the second quarter of 2005 to $450 in the same period in 2006, primarily due to lower sales unit volumes. Net sales in the first six months of 2006 decreased 1.3% from $872 in 2005 to $861 in 2006, primarily due to $35 from the impact of foreign currency translation, partially offset by selling price increases from the pass-through of higher material costs.

Net sales in the Europe Specialty Packaging segment increased $1 from $105 in the second quarter of 2005 to $106 in the same period in 2006, primarily due to the impact of foreign currency translation. Net sales in the first six months of 2006 decreased 3.5% from $199 in 2005 to $192 in 2006, primarily due to the impact of foreign currency translation.

Cost of Products Sold (Excluding Depreciation and Amortization)

Cost of products sold, excluding depreciation and amortization, was $1,500 and $2,810 for the second quarter and first six months of 2006, increases of $36 and $96 compared to $1,464 and $2,714 for the same periods in 2005. The increases were primarily due to the impact of higher material costs for aluminum and steel, offset by a decrease of $39 due to the impact of foreign currency translation for the six months.

As a percentage of net sales, cost of products sold, excluding depreciation and amortization, was 83.1% and 83.8% for the second quarter and first six months of 2006 compared to 82.1% and 82.9% for the same periods in 2005.

As a result of steel and aluminum price increases, 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 price increases. 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 $58 and $112 in the second quarter and first six months of 2006, decreases of $4 or 6.5% and $9 or 7.4%, respectively, from the prior year periods. The decreases were primarily due to lower capital spending in recent years, and also included $2 due to foreign currency translation for the six months. The effect of foreign currency translation was primarily due to the strengthening of the euro and sterling against the U.S. dollar.

Selling and Administrative Expense

Selling and administrative expense was $75 in the second quarter of 2006 compared to $88 for the same period in 2005. The decrease was primarily due to lower incentive compensation costs. As a percentage of net sales, selling and administrative expense was 4.2% in the second quarter of 2006 compared to 4.9% for the same period in 2005.

Selling and administrative expense was $156 in the first six months of 2006 compared to $170 for the same period in 2005. The decrease was primarily due to lower incentive compensation costs. As a percentage of net sales, selling and administrative expense was 4.7% for the six month period ended June 30, 2006 compared to 5.2% for the same period in 2005.

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Crown Holdings, Inc.

Item 2. Management’s Discussion and Analysis (Continued)

Segment Income

Segment income in the Americas Beverage segment decreased $14 from $55 in the second quarter of 2005 to $41 in the second quarter of 2006. Segment income in the first six months decreased $26 from $92 in 2005 to $66 in 2006. The decreases in 2006 were primarily due to increased costs for freight, coatings and utilities, and also included decreases of $4 and $9 from lower sales unit volumes in the quarter and first six months, respectively.

Segment income in the North America Food segment increased $4 from $14 in the second quarter of 2005 to $18 in the second quarter of 2006. Segment income in the first six months increased $7 from $19 in 2005 to $26 in 2006. The increases in 2006 were primarily due to increased sales unit volumes.

Segment income in the Europe Beverage segment decreased $2 or 4.9% from $41 in the second quarter of 2005 to $39 in the second quarter of 2006. Segment income in the first six months decreased $3 or 4.5% from $67 in 2005 to $64 in 2006. These decreases were primarily due to increased aluminum costs, partially offset by the consolidation of certain Middle East operations, as discussed in Note D to the consolidated financial statements.

Segment income in the Europe Food segment decreased $10 from $59 in the second quarter of 2005 to $49 in the second quarter of 2006. Segment income in the first six months decreased $7 from $98 in 2005 to $91 in 2006. These decreases were primarily due to lower sales unit volumes.

Segment income in the Europe Specialty Packaging segment increased $4 from $8 in the second quarter of 2005 to $12 in the second quarter of 2006. Segment income in the first six months increased $2 from $12 in 2005 to $14 in 2006. The increases in the quarter and first six months were primarily due to operating efficiencies and cost reduction.

Provision for Restructuring

During the first six months of 2006, the Company recorded a restructuring charge of $14, including $5 in the second quarter, as discussed in Note J to the consolidated financial statements.

Gain on Sale of Assets and Provision for Asset Impairments

During the first six months of 2005, the Company recognized a net gain of $22 relating to asset disposals and impairments. The gain of $22 included $16 for asset disposals and $7 for the reversal of a provision in Asia, offset by $1 for asset impairments in the U.S. In Asia, the Company received a waiver of a local requirement to divest a portion of one of its subsidiaries and, accordingly, reversed its provision for the expected loss on divestiture.

Gain / Loss from Early Extinguishments of Debt

During the second quarter of 2005, the Company recognized a loss of $2 in Europe in connection with the repurchase of certain unsecured notes.

Interest Expense

Interest expense decreased $25 and $52, respectively, for the three and six months ended June 30, 2006 versus the same periods in 2005. The decreases were due to decreased borrowing rates from the Company’s refinancing in October 2005.

43

Crown Holdings, Inc.

Item 2. Management’s Discussion and Analysis (Continued)

Translation and Exchange Adjustments

The results for the three and six month periods ended June 30, 2006 included net foreign exchange gains of $8 for certain European subsidiaries that have unhedged currency exposures arising from external and intercompany debt obligations. These currency exposures may continue to result in future foreign exchange gains or losses. The Company may hedge or mitigate a portion of these exposures in the future through derivative instruments or intercompany loans. Further discussion of the potential impact on earnings from foreign currency exposure is provided in Item 3, “Quantitative and Qualitative Disclosures About Market Risk” of this Quarterly Report on Form 10-Q for the quarter ended June 30, 2006.

Taxes on Income

The second quarter of 2006 included net tax charges of $19 on pre-tax income of $108 for an effective rate of 17.6%. The difference of $19 between the pre-tax income at the U.S. statutory rate of 35% or $38, and the tax charge of $19, was primarily due to benefits of $12 from lower non-U.S. tax rates in certain jurisdictions, and $7 for income in jurisdictions where the Company has a full valuation allowance against its deferred taxes.

The first six months of 2006 included a tax charge of $26 on pre-tax income of $139 for an effective rate of 18.7%. The difference of $23 between the pre-tax income of the statutory rate of 35% or $49, and the tax charge of $26, was primarily due to benefits of $20 from lower non-U.S. tax rates in certain jurisdictions, and $5 to reduce a provision for U.S. state tax contingencies due to the completion of an audit with a minor assessment, partially offset by other net items of $2.

The second quarter of 2005 included a tax charge of $3 on pre-tax income of $26 for an effective rate of 11.5%. The difference of $6 between the pre-tax income at the U.S. statutory rate of 35% or $9, and the tax charge of $3, was primarily due to (i) benefits of $6 from lower non-U.S. tax rates in certain jurisdictions, and (ii) a benefit of $6 from the carryback of a prior U.S. tax loss that had a valuation allowance, partially offset by (iii) charges of $3 for withholding taxes, $1 for valuation allowance adjustments, and other net items of $2.

The first six months of 2005 included a tax benefit of $2 on pre-tax income of $8. The difference of $5 between the pre-tax income at the U.S. statutory rate of 35%, or $3, and the tax benefit of $2, was primarily due to (i) benefits of $13 from lower non-U.S. tax rates in certain jurisdictions, and (ii) a benefit $6 from the carryback of a prior U.S. tax loss that had a valuation allowance, partially offset by (iii) charges of $5 for withholding taxes, $7 for net valuation allowance adjustments, and other net items of $2.

Minority Interests, Net of Equity Earnings

The charge for minority interests, net of equity earnings, increased $8 and $18 in the second quarter and first six months of 2006, respectively, compared to the same periods in 2005. These increases were primarily due to the consolidation of the beverage can joint ventures in the Middle East, as discussed in Note D to the consolidated financial statements.

Liquidity and Capital Resources

Cash from Operations

Cash of $109 was used for operating activities in the first six months of 2006 compared to $53 during the same period in 2005. The primary cause of the increase in cash used for operating activities was a decrease of $107, from $127 in 2005 to $20 in 2006, in cash collected from receivables securitization programs. The first six months of 2005 included the addition of a new €120 securitzation facility in the U.K. and France. The decrease of $107 from securitization was partially offset by other net improvements of $51, including $57 of decreased pension contributions primarily due to the advanced funding of the U.S. plan with proceeds from the sale of the plastic closures business in the fourth quarter of 2005. Payments for interest decreased from $165 in 2005 to $119 in 2006 due to lower interest rates, but this improvement was offset by the lack of cash flow from the plastic closures business that was sold in October 2005.

44

Crown Holdings, Inc.

Item 2. Management’s Discussion and Analysis (Continued)

In its Annual Report on Form 10-K for the year ended December 31, 2005, the Company disclosed that it expected its 2006 pension plan contributions to be $23, excluding a potential additional contribution to its U.K. plan. The Company has now determined that an additional contribution of £31 will be made to its U.K. plan in 2006 and that the total pension plan contributions for 2006 will be approximately $80.

Investing Activities

Investing activities used cash of $85 during the first six months of 2006 compared to cash used of $56 in the prior year period, primarily due to an increase in capital expenditures for the expansion of the Middle East operations.

Financing Activities

Financing activities provided cash of $195 during the first six months of 2006 compared to cash used of $81 during the same period in 2005. The cash provided by financing activities in 2006, and used by financing activities in 2005, was primarily related to short-term borrowing and repayment activity. Dividends paid to minority interests decreased from $28 in 2005 to $12 in 2006 due to decreased payments from the Company’s joint venture beverage can operations in South America and China.

During all of 2005, the Company repurchased 2,100,000 shares of common stock at a total cost of $38. The Company purchased 983,500 additional shares for $17 during the first six months of 2006. As of June 30, 2006, and including an additional authorization of $200 in June 2006, the Company has Board authority to purchase $344 of additional shares subject to compliance with the terms of the Company’s outstanding debt agreements.

As of June 30, 2006, the Company had $272 of borrowing capacity available under its revolving credit facility, equal to the total facility of $800 less $456 of borrowings and $72 of outstanding standby letters of credit.

In August 2006, the Company entered into an additional $200 first priority term loan facility due 2012. Proceeds from the new term loan facility were used to repay borrowings under the Company’s revolving credit facility (which may be subsequently reborrowed to redeem, repurchase or otherwise acquire or retire for value shares of Company common stock) and to pay fees and expenses incurred in connection with the term loan.

Further information relating to the Company’s liquidity and capital resources is set forth under Note H to the consolidated financial statements.

Contractual Obligations

Other than the expected increase in pension contributions discussed above, there were no material changes during the first six months of 2006 to the contractual obligations provided within Part I, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” including, but not limited to, in the “Liquidity and Capital Resources” section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2005.

Commitments and Contingent Liabilities

Information regarding the Company’s commitments and contingent liabilities appears in Part I within Item 1 of this report under Notes K and L 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. Management’s Discussion and Analysis 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, 2005 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 months of 2006 other than as discussed below.

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Crown Holdings, Inc.

Item 2. Management’s Discussion and Analysis (Continued)

During the first quarter of 2006, the Company adopted FAS 123(R), “Share Based Payment,” as discussed in Note B to the consolidated financial statements. The Company is using the modified prospective transition method in which compensation expense for all nonvested stock awards, measured by the grant-date fair value of the awards, will be charged to earnings prospectively over the remaining vesting period based on the estimated number of awards that are expected to vest. Similarly, compensation expense for all future awards will be recognized over the vesting period based on the grant-date fair value and the estimated number of awards that are expected to vest. Valuation of awards granted prior to the adoption of the standard were calculated using the Black-Scholes option pricing model.

Calculation of the estimated fair value of stock option awards requires the use of assumptions regarding a number of complex and subjective variables, including the expected term of the options, the annual risk-free interest rate over the options’ expected term, the expected annual dividend yield on the underlying stock over the options’ expected term, and the expected stock price volatility over the options’ expected term. The Company generally bases its assumptions of option term and expected price volatility on historical data, but also considers other factors, such as vesting or expiration provisions in new awards that are inconsistent with past awards, that would make the historical data unreliable as a basis for future assumptions. Estimates of the fair value of stock options are not intended to predict actual future events or the value ultimately realized by employees who receive stock option awards, and subsequent events are not indicative of the reasonableness of the original estimates of fair value made by the Company under FAS 123(R). See Note E to the consolidated financial statements for additional disclosure of the Company’s assumptions related to stock-based compensation.

Recent Accounting Pronouncements

In July 2006, the FASB issued FASB Interpretation No. 48 (“FIN 48”), “Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109,” which clarifies the accounting for uncertainty in tax positions. FIN 48 requires that the impact of a tax position be recognized if that position is more likely than not of being sustained on audit, based on the technical merits of the position. The tax position is measured at the largest amount of benefit that is greater than 50% likely of being realized upon the ultimate settlement. The provisions of FIN 48 are effective for fiscal years beginning after December 15, 2006, with any cumulative effect of the change in accounting principle recorded as an adjustment to opening retained earnings. The Company is currently evaluating the impact that FIN 48 may have on its financial statements.

Forward Looking Statements

Statements included herein in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” including, but not limited to, in the discussions of asbestos in Note K, commitments and contingencies in Note L and pension and other postretirement benefits in Note N 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, 2005, 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.

46

Crown Holdings, Inc.

Item 2. Management’s Discussion and Analysis (Continued)

A discussion of important factors that could cause the actual results of operations or financial condition of the Company to differ from expectations has been set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2005 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

The Company has significant foreign currency exposure in Europe which may result in future material foreign exchange adjustments to earnings. As of June 30, 2006, a euro functional currency subsidiary had a Canadian dollar asset exposure of approximately $316 Canadian dollars from an intercompany loan. As discussed in Note I to the consolidated financial statements, during the first quarter of 2006 the Company entered into foreign currency forward contracts with a combined notional value of $150 Canadian dollars to sell Canadian dollars against euro and partially mitigate this exposure. Based on the net exposure of $166 Canadian dollars at June 30, 2006, a one percentage change in the Canadian dollar against the euro would result in an exchange gain or loss of approximately $1 before tax.

Also during 2006, the Company entered into a foreign currency forward contract with a notional value of $107 to buy U.S. dollars against pound sterling. See Note I to the consolidated financial statements for additional information.

As of June 30, 2006, the Company had approximately $1.2 billion principal floating interest rate debt. A change of 0.25% in these floating interest rates would change annual interest expense by approximately $3 before tax.

Item 4. Controls and Procedures

As of the end of the period covered by this Quarterly Report on Form 10-Q, management, including the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of its disclosure controls and procedures. Based upon that evaluation and as of the end of the quarter for which this report is made, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were effective to 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 to 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 quarter ended June 30 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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Crown Holdings, Inc.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

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

Item 1A. Risk Factors

In addition to the other information set forth in this report, carefully consider the factors discussed in Item 1A to Part I in the Company’s Annual Report on Form 10-K for the year ended December 31, 2005, which could materially affect the Company’s business, financial condition or future results. The risks described in the Company’s Annual Report on Form 10-K 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.

The following additional risk factor has been identified during 2006.

The Company’s shareholders’ deficit could increase if a proposed Statement of Financial Accounting Standards is adopted.

On March 31, 2006, the Financial Accounting Standards Board issued a proposed Statement of Financial Accounting Standards, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans, an amendment of FASB Statements No. 87, 88, 106 and 132 (R).” The proposed statement, if finalized in its current form, would be effective for the Company as of December 31, 2006, and would require the Company, among other things, to recognize in its balance sheet the funded status of its pension and other postretirement plans. Full recognition of the funded status, using the discount rates, assumptions, and other information as disclosed in Note W to the Company’s consolidated financial statements in its Annual Report on Form 10-K for the year ended December 31, 2005, would increase the Company’s shareholders’ deficit by approximately $700. The adjustments to shareholders deficit, if any, will depend on many factors, including but not limited to whether the proposed statement is finalized, and in what form; the discount rates used to record the adjustment; and amendments, if any, made to the Company’s pension and other postretirement plans prior to the adoption of a final standard.

Item 2. Unregistered Sale of Equity Securities and Use of Proceeds

The following table provides information about Crown Holdings, Inc.’s purchase of equity securities during the quarter ended June 30, 2006.

	Total Number of Shares Purchased	Average Price Per Share	Total Number of Shares Purchased as Part of Publicly Announced Programs	Approximate Dollar Value of Shares that May Yet Be Purchased under the Programs As of the end of the period (millions of dollars)
April	500,000	$16.94	500,000	$344.3

The repurchased shares are expected to be used for the Company’s stock-based benefit plans, as required, and to offset dilution resulting from the issuance of shares thereunder and for other general corporate purposes.

In June 2006, the Company’s Board of Directors authorized the repurchase of up to $200 million of the Company’s common stock (in addition to the Company’s prior stock repurchase authorizations in December 2005 to repurchase up to $150 million of the Company’s outstanding stock from time to time through December 31, 2007 and in February 2005 to repurchase up to $50 million of the Company’s common stock through the end of 2006). Each repurchase authorization may be implemented through purchases in the open market, through privately negotiated transactions, through accelerated share repurchase programs, which may be entered into at any time, or otherwise, subject to the terms of the Company’s debt agreements, market conditions and other factors. The Company is not obligated to acquire any shares of common stock and the share repurchase program may be suspended or terminated at any time at the Company’s discretion.

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Crown Holdings, Inc.

Item 5.

Other Information

On August 4, 2006, the Company entered into a First Amendment to Credit Agreement (the “First Amendment”) 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, and Deutsche Bank AG New York Branch, as Administrative Agent and as Collateral Agent for Lenders, and with Deutsche Bank Securities Inc. and Lehman Commercial Paper Inc., as Joint Lead Arrangers for the Additional Term B Loans and as Joint Book Managers, and Lehman Commercial Paper Inc., as Syndication Agent. The First Amendment provides for an additional $200 million first priority term loan facility due 2012. In addition, the First Amendment amends certain covenants under the Company’s existing first priority credit facilities, which amended covenants are described in the First Amendment filed herewith.

Item 6. Exhibits

4.	First Amendment to Credit Agreement, dated as of August 4, 2006, 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, and Deutsche Bank AG New York Branch, as Administrative Agent and as Collateral Agent for Lenders, and with Deutsche Bank Securities, Inc. and Lehman Commercial Paper, Inc., as Joint Lead Arrangers for the Additional Term B Loans and as Joint Book Managers, and Lehman Commercial Paper, Inc., as Syndication Agent.
10.	Crown Holdings, Inc. 2006 Stock-Based Incentive Compensation Plan (incorporated by reference to the Registrant’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on March 24, 2006 (File No. 0-50189)).
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 Alan W. Rutherford, Vice Chairman of the Board, Executive Vice President and Chief Financial Officer of Crown Holdings, Inc.

49

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/ Thomas A. Kelly
	Thomas A. Kelly
	Vice President and Corporate Controller

Date:  August 8, 2006

50

EX-4

EXHIBIT 4

FIRST AMENDMENT TO CREDIT AGREEMENT

         This FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of August 4, 2006, is entered into by and among Crown Americas LLC, a Pennsylvania limited liability company (the “U.S. Borrower”), the other undersigned Credit Parties, the undersigned financial institutions, including Deutsche Bank AG New York Branch, in their capacities as lenders hereunder (collectively, the “Lenders,” and each individually, a “Lender”), and Deutsche Bank AG New York Branch, as Administrative Agent (“Administrative Agent”) and as Collateral Agent (“Collateral Agent”) for the Lenders, and with Deutsche Bank Securities Inc., and Lehman Commercial Paper Inc. (“Lehman”) as Joint Lead Arrangers for the Additional Term B Dollar Loans and as Joint Book Managers and Lehman, as Syndication Agent. Terms used herein and not otherwise defined herein shall have the same meanings as specified in the Credit Agreement (as defined below).

RECITALS:

A. The U.S. Borrower, the other Credit Parties party thereto, the Lenders, the Agents named therein and Administrative Agent have heretofore entered into that certain Credit Agreement dated as of November 18, 2005 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).

B. The Borrowers wish, and the Lenders signatory hereto and Administrative Agent are willing, to amend the Credit Agreement to make the Additional Term B Dollar Loans to the U.S. Borrower in an aggregate principal amount of $200,000,000 to be utilized (i) to repurchase, redeem or otherwise acquire or retire for value outstanding Capital Stock of Crown Holdings, subject to the terms and conditions of this Amendment, (ii) to repay outstanding Revolving Loans, (iii) to pay any fees or expenses incurred in connection with the making of the Additional Term B Dollar Loans and (iv) for general corporate purposes.

C. This Amendment constitutes a Loan Document and these Recitals shall be construed as part of this Amendment.

NOW, THEREFORE, in consideration of the recitals herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

SECTION 1   Amendment of Credit Agreement.

The Credit Agreement is hereby amended as of the First Amendment Effective Date (as hereinafter defined) as follows:

(a) New Defined Terms.  Section 1.1 of the Credit Agreement is amended by inserting the following new definitions in alphabetical order therein:

“Additional Term B Dollar Borrowing Date” has the meaning forth in Section 2.1(a).

“Additional Term B Dollar Commitment” means, with respect to any Lender, the principal amount set forth opposite such Lender’s name on Schedule 1.1 to the First Amendment, as such commitment may be adjusted from time to time pursuant to this Agreement, and “Additional Term B Dollar Commitments” means such commitments collectively, which commitments equal $200,000,000 in the aggregate as of the First Amendment Effective Date.

“Additional Term B Dollar Loan” and “Additional Term B Dollar Loans” have the meanings assigned to those terms in Section 2.1(a).

“First Amendment” means the First Amendment to Credit Agreement dated as of August 4, 2006 by and among the Borrowers, the other Credit Parties party thereto, the Lenders signatory thereto and the Administrative Agent.

“First Amendment Effective Date” has the meaning set forth in Section 3 of the First Amendment.

“Original Term B Dollar Loans” has the meaning assigned to that term in Section 2.1(a).

“OriginalTerm B Dollar Lender” has the meaning assigned to that term in Section 2.1(a).

(b) Applicable Base Rate Margin.   Section 1.1 of the Credit Agreement is further amended by amending and restating in its entirety the existing Applicable Base Rate Margin table in the definition of “Applicable Base Rate Margin” to read as follows:

Most Recent Total Leverage Ratio	Applicable Base Rate Margin For Revolving Loans	Applicable Base Rate Margin For Term B Dollar Loans
Less than 2.5 to 1	0%	0%
Equal to or greater than 2.5 to 1 but less than 3.0 to 1	0%	0%
Equal to or greater than 3.0 to 1 but less than 3.5 to 1	0.25%	0.25%
Equal to or greater than 3.5 to 1 but less than 4.0 to 1	0.50%	0.50%
Equal to or greater than 4.0 to 1 but less than 4.75 to 1	0.75%	0.75%
Equal to or greater than 4.75 to 1	1.00%	0.75%

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(c) Applicable Eurocurrency Margin.   Section 1.1 of the Credit Agreement is further amended by amending and restating in its entirety the existing Applicable Eurocurrency Margin table in the definition of “Applicable Eurocurrency Margin” to read as follows:

Most Recent Total Leverage Ratio	Applicable Eurocurrency Margin For Revolving Loans	Applicable Eurocurrency Margin For Term B Dollar Loans	Applicable Eurocurrency Margin For Term B Euro Loans
Less than 2.5 to 1	0.875%	1.75%	1.75%
Equal to or greater than 2.5 to 1 but less than 3.0 to 1	1.00%	1.75%	1.75%
Equal to or greater than 3.0 to 1 but less than 3.5 to 1	1.25%	1.75%	1.75%
Equal to or greater than 3.5 to 1 but less than 4.0 to 1	1.50%	1.75%	1.75%
Equal to or greater than 4.0 to 1 but less than 4.75 to 1	1.75%	1.75%	1.75%
Equal to or greater than 4.75 to 1	2.00%	1.75%	1.75%

(d) Additional Term B Dollar Lenders.   Section 1.1 of the Credit Agreement is further amended by amending and restating the definition of “Lenders” to read as follows:

“Lender” and “Lenders” have the respective meanings assigned to those terms in the introduction to this Agreement and shall include any Person that becomes a “Lender” (i) pursuant to Section 12.8, (ii) as contemplated by the First Amendment and (iii) in connection with the incurrence of (A) Additional Term B Dollar Loans pursuant to Section 2.1(a) or (B) an Additional Facility pursuant to Section 2.9.

(e) Most Recent Total Leverage Ratio.   Section 1.1 of the Credit Agreement is further amended by deleting the text “4.0 to 1” in the first sentence of the definition of “Most Recent Total Leverage Ratio” and substituting therefor the text “4.75 to 1”.

(f) Scheduled Term B Dollar Repayments.   Section 1.1 of the Credit Agreement is further amended by amending and restating the definition of “Scheduled Term B Dollar Repayments” therein in its entirety to read as follows:

“Scheduled Term B Dollar Repayments” means, with respect to the principal payments on the Term B Dollar Loans for each date set forth below, the Dollar amount set forth opposite thereto, as reduced from time to time pursuant to Sections 4.3 and 4.4:

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Date	Scheduled Term B Dollar Repayment
November 15, 2006	$3,650,000
November 15, 2007	$3,650,000
November 15, 2008	$3,650,000
November 15, 2009	$3,650,000
November 15, 2010	$3,650,000
November 15, 2011	$3,650,000
Term B Dollar Loan Maturity Date	$343,100,000

(g) Additional Term B Dollar Loans.   Section 2.1(a) of the Credit Agreement is amended by amending and restating clause (i) therein in its entirety to read as follows:

"(i) Term B Dollar Loan Facility. Each Lender which, prior to the First Amendment Effective Date, was a Term B Dollar Lender (each an “Original Term B Dollar Lender”), severally and for itself alone, hereby agrees, on the terms and subject to the terms and conditions set forth herein and in reliance upon the representations and warranties set forth herein and in the other Loan Documents to continue its Term B Dollar Loan existing prior to giving effect to the First Amendment (each such loan, an “Original Term B Dollar Loan” and collectively, the “Original Term B Dollar Loans”) on and after the First Amendment Effective Date as a loan. Each Lender with an Additional Term B Dollar Commitment, severally and for itself alone, hereby agrees, on the terms and subject to the conditions set forth in the First Amendment and otherwise set forth herein and in reliance upon the representations and warranties set forth herein and in the other Loan Documents, to make a loan (each such loan, if made, an “Additional Term B Dollar Loan” and collectively, the “Additional Term B Dollar Loans”) to U.S. Borrower on the First Amendment Effective Date in an aggregate principal amount equal to the Additional Term B Dollar Commitment of such Lender (the “Additional Term B Dollar Borrowing Date”). The Additional Term B Dollar Loans (i) shall be incurred by U.S. Borrower pursuant to a single drawing, which shall be on the Additional Term B Dollar Borrowing Date, (ii) shall be denominated in Dollars, (iii) shall be made as Base Rate Loans, or if consented to by Administrative Agent, Eurocurrency Loans with Interest Periods of one month, and, except as hereinafter provided, may, at the option of U.S. Borrower, be maintained as and/or converted into Base Rate Loans or Eurocurrency Loans, provided, that all Additional Term B Dollar Loans made pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Additional Term B Dollar Loans of the same Type and (iv) shall not exceed for any Lender at the time of incurrence thereof on the Additional Term B Dollar Borrowing Date that aggregate principal amount which equals the Additional Term B Dollar Loan Commitment, if any, of such Lender at such time. From and after the Additional Term B Dollar Borrowing Date, the Original Term B Dollar Loans and the Additional Term B Dollar Loans shall be referred to individually as a “Term B Dollar Loan” and collectively, as the “Term B Dollar Loans” and all references to Term B Dollar Loans herein shall be deemed references to either or both, as the context may require, of the Original Term B Loans or the Additional Term B Dollar Loans. Each Lender’s Additional Term B Dollar Commitment shall expire immediately and without further action on the Additional Term B Dollar Borrowing Date, after giving effect to the Additional Term B Dollar Loans made thereon. No amount of a Term B Dollar Loan which is repaid or prepaid by U.S. Borrower may be reborrowed hereunder.”

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(h) Exclusion of Additional Term B Dollar Loans from Additional Facilities Limitation.   Section 2.9 of the Credit Agreement is amended by inserting the following text at the conclusion of clause (a) thereof to read as follows:

"Notwithstanding the foregoing, the Additional Term B Dollar Loans advanced on the Additional Term B Dollar Borrowing Date shall not be Additional Term Loans and therefore are not included for purposes of calculating the $500,000,000 limitation set forth in the preceding sentence."

(i) Mandatory Reduction of Additional Term B Dollar Commitment.   Section 4.2 of the Credit Agreement is amended by inserting a second sentence therein immediately following the first sentence thereof to read as follows:

“The Additional Term B Dollar Commitments shall terminate on the Additional Term B Dollar Borrowing Date after giving effect to the Borrowing of the Additional Term B Dollar Loans on such date.”

(j) Use of Additional Term B Dollar Loan Proceeds.   Section 6.8(a) of the Credit Agreement is amended by inserting a second sentence therein immediately following the first sentence thereof to read as follows:

“All proceeds of the Additional Term B Dollar Loans incurred on the Additional Term B Dollar Borrowing Date shall be used by the U.S. Borrower (i) to redeem, repurchase or otherwise acquire or retire for value up to $200,000,000 of any Capital Stock of Crown Holdings, to the extent permitted pursuant to Section 8.8(f), (ii) to pay any fees or expenses incurred in connection with the making of the Additional Term B Dollar Loans and (iii) for general corporate purposes (including without limitation repayment of outstanding Revolving Loans and subsequent borrowing for use as described in clause (i) above).”

(k) Additional Permitted Restricted Payment.   Section 8.8 of the Credit Agreement is amended by (i) deleting the text "and" immediately following clause (d) therein, (ii) deleting the “.” at the conclusion of clause (e) therein and substituting therefor the text “; and” and (iii) inserting a new clause (f) at the conclusion thereof to read as follows:

“(f) the purchase, redemption or other acquisition or retirement for value of any Capital Stock of Crown Holdings with the proceeds of the Additional Term B Dollar Loans; provided, that any Restricted Payment that would cause or result in a “Default” or “Event of Default” as defined in any Public Debt Document shall not be permitted under this clause (f).”

(l) Total Leverage Ratio.   Section 9.1 of the Credit Agreement is amended by amending and restating such Section 9.1 in its entirety to read as follows:

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“9.1 Total Leverage Ratio. Each Credit Party will not permit or suffer to exist the Total Leverage Ratio for any Test Period set forth below to exceed the ratio set forth opposite such period:

Test Period Ended	Ratio
September 30, 2006	5.00 to 1.00
December 31, 2006	5.00 to 1.00
March 31, 2007	5.00 to 1.00
June 30, 2007	5.00 to 1.00
September 30, 2007	5.00 to 1.00
December 31, 2007	4.75 to 1.00
March 31, 2008	4.75 to 1.00
June 30, 2008	4.75 to 1.00
September 30, 2008	4.75 to 1.00
December 31, 2008	4.25 to 1.00
March 31, 2009	4.25 to 1.00
June 30, 2009	4.25 to 1.00
September 30, 2009	4.25 to 1.00
December 31, 2009	3.90 to 1.00
March 31, 2010	3.90 to 1.00
June 30, 2010	3.90 to 1.00
September 30, 2010	3.90 to 1.00
December 31, 2010 and each Fiscal Quarter thereafter”	3.50 to 1.00

(m) Senior Secured Leverage Ratio.   Section 9.2 of the Credit Agreement is amended by amending and restating such Section 9.2 in its entirety to read as follows:

“9.2 Senior Secured Leverage Ratio. Each Credit Party will not permit or suffer to exist the Senior Secured Leverage Ratio for any Test Period set forth below to exceed the ratio set forth opposite such period:

Test Period Ended	Ratio
September 30, 2006	2.90 to 1.00
December 31, 2006	2.90 to 1.00
March 31, 2007	2.90 to 1.00
June 30, 2007	2.90 to 1.00
September 30, 2007	2.90 to 1.00
December 31, 2007	2.75 to 1.00
March 31, 2008	2.75 to 1.00
June 30, 2008	2.75 to 1.00
September 30, 2008	2.75 to 1.00
December 31, 2008	2.50 to 1.00
March 31, 2009	2.50 to 1.00
June 30, 2009	2.50 to 1.00
September 30, 2009	2.50 to 1.00
December 31, 2009	2.25 to 1.00
March 31, 2010	2.25 to 1.00
June 30, 2010	2.25 to 1.00
September 30, 2010	2.25 to 1.00
December 31, 2010 and each Fiscal Quarter thereafter”	2.25 to 1.00

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(n) Interest Coverage Ratio.   Section 9.3 of the Credit Agreement is amended by amending and restating such Section 9.3 in its entirety to read as follows:

“9.3 Interest Coverage Ratio. Each Credit Party will not permit or suffer to exist the Interest Coverage Ratio for any Test Period set forth below to be less than the ratio set forth opposite such period:

Test Period Ended	Ratio
September 30, 2006	2.40 to 1.00
December 31, 2006	2.40 to 1.00
March 31, 2007	2.40 to 1.00
June 30, 2007	2.40 to 1.00
September 30, 2007	2.40 to 1.00
December 31, 2007	2.50 to 1.00
March 31, 2008	2.50 to 1.00
June 30, 2008	2.50 to 1.00
September 30, 2008	2.50 to 1.00
December 31, 2008	2.65 to 1.00
March 31, 2009	2.65 to 1.00
June 30, 2009	2.65 to 1.00
September 30, 2009	2.65 to 1.00
December 31, 2009	2.85 to 1.00
March 31, 2010	2.85 to 1.00
June 30, 2010	2.85 to 1.00
September 30, 2010	2.85 to 1.00
December 31, 2010 and each Fiscal Quarter thereafter”	2.85 to 1.00

(o) Section 14.1 Clarification.   Section 14.1 of the Credit Agreement is amended by deleting the text “Article IX” in the first sentence thereof and substituting therefor the text “Article XIV”.

(p) Section 14.3 Clarification.   Section 14.3 of the Credit Agreement is amended by deleting the text “Article IX” in the first sentence thereof and substituting therefor the text “Article XIV”.

SECTION 2    Amendment Fee. In consideration of the execution of this Amendment by the Lenders, the Borrower hereby agrees to pay on the First Amendment Effective Date concurrently with the funding of the Additional Term B Loans to each Lender that executes this Amendment on or prior to 5:00 pm New York time August 1, 2006 (each, a “Consenting Lender”), a fee (collectively, the “Amendment Fee”) in an amount equal to 0.05% multiplied by the sum of such Lender’s Revolving Commitment plus such Lender’s Canadian Revolving Commitment plus the outstanding amount of Term Loans owing to such Lender (excluding the Additional Term B Loans).

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SECTION 3   Conditions to Effectiveness of the Amendment. The provisions of this Amendment shall become effective upon the date of the satisfaction of all of the conditions set forth in this Section 3 (the “First Amendment Effective Date”), with any documents delivered to Administrative Agent dated the First Amendment Effective Date unless otherwise noted:

3.1. Proper Execution and Delivery of Amendment. Borrowers, the other Credit Parties party hereto, the Administrative Agent, the Required Lenders and each Lender with an Additional Term B Dollar Commitment shall have duly executed and delivered to Administrative Agent this Amendment.

3.2. Delivery of Credit Party Documents.

(a) Notes. The U.S. Borrower shall have duly executed and delivered to the Administrative Agent the Notes payable to the order of each applicable Lender with an Additional Term B Dollar Commitment which has requested a Note in the amount of their respective Additional Term B Dollar Commitments and all other Loan Documents shall have been duly executed and delivered by the appropriate Credit Party to the Administrative Agent, all of which shall be in full force and effect;

(b) Officer’s Certificate. The Administrative Agent shall have received a certificate executed by a Responsible Officer on behalf of the U.S. Borrower, dated the First Amendment Effective Date and in form and substance satisfactory to the Administrative Agent;

(c) Reaffirmation of Guarantees and Security Documents. Each of the relevant Credit Parties shall have duly executed and delivered a reaffirmation of their obligations under the existing Guarantees and Security Documents substantially in the form of Exhibit 3.2(c); provided, that each relevant non-U.S. Credit Party shall duly execute and deliver such reaffirmation within forty-five (45) days of the First Amendment Effective Date.

(d) Secretary’s Certificate. Administrative Agent shall have received from the U.S. Borrower a certificate, dated the First Amendment Effective Date, signed by the secretary or any assistant secretary, of the U.S. Borrower as to the incumbency and signature of the officers of the U.S. Borrower (in form and substance reasonably satisfactory to Administrative Agent) executing this Amendment and any certificate or other document or instrument to be delivered pursuant hereto or thereto by or on behalf of the U.S. Borrower, together with evidence of the incumbency of such secretary or assistant secretary, and certifying as true and correct, attached copies of the Certificate of Incorporation, Certificate of Amalgamation or other equivalent document (certified as of recent date by the Secretary of State or other comparable authority where customary in such jurisdiction) and By-Laws (or other Organic Documents of such Credit Party) and the resolutions of such Credit Party and, to the extent required, of the equity holders of the U.S. Borrower, referred to in such certificate and all of the foregoing (including each such Certificate of Incorporation, Certificate of Amalgamation or other equivalent document and By-Laws (or other Organic Documents) shall be reasonably satisfactory to Administrative Agent;

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(e) Approvals. All necessary governmental (domestic and foreign) and third party approvals in connection with this Amendment and the transactions contemplated hereby and otherwise referred to herein shall have been obtained and remain in effect, and all applicable waiting periods shall have expired without any action being taken by any competent authority which restrains, prevents or imposes materially adverse conditions upon the consummation of all or any part of this Amendment or the transactions contemplated hereby and otherwise referred to herein except for those approvals of non-Governmental Authorities under contracts which are not material and which are not required to be delivered at the closing thereof. Additionally, there shall not exist any judgment, order, injunction or other restraint issued or filed or a hearing seeking injunctive relief or other restraint pending or notified prohibiting or imposing material adverse conditions upon all or any part of this Amendment or the transactions contemplated hereby, or the making of the Loans or the issuance of Letters of Credit;

(f) Litigation. No litigation by any entity (private or governmental) shall be pending or, to the best knowledge of Crown Holdings, threatened with respect to this Amendment, any other Loan Document or any documentation executed in connection herewith or the transactions contemplated hereby, or which the Administrative Agent or the Required Lenders shall determine could reasonably be expected to have a Material Adverse Effect;

(g) Opinion of Counsel. The Administrative Agent shall have received from Dechert LLP, special counsel to the Credit Parties, an opinion addressed to the Administrative Agent and each of the Lenders and dated the First Amendment Effective Date, in form and substance satisfactory to the Administrative Agent;

(h) Solvency. The Administrative Agent shall have received a solvency certificate, in form and substance reasonably satisfactory to the Administrative Agent, executed by a Responsible Officer on behalf of Crown Holdings with respect to the solvency of (i) Crown Holdings and its Subsidiaries and (ii) U.S. Borrower and its Subsidiaries, in each case, on a consolidated basis after giving effect to this Amendment and the transactions contemplated hereby;

(i) Other Matters. All corporate and other proceedings taken in connection with this Amendment at or prior to the date of this Amendment, and all documents incident thereto will be reasonably satisfactory in form and substance to the Administrative Agent; and the Administrative Agent shall have received such other instruments and documents as the Administrative Agent shall reasonably request in connection with the execution of this Amendment, and all such instruments and documents shall be reasonably satisfactory in form and substance to the Administrative Agent.

3.3. Representations and Warranties; Default; Officer’s Certificate. After giving effect to this Amendment, the representations and warranties set forth in Article VI of the Credit Agreement shall be true and correct, except to the extent such representations and warranties are expressly made as of a specified date in which event such representations and warranties shall be true and correct as of such specified date, and no Event of Default or Unmatured Event of Default shall have occurred or be continuing and Administrative Agent shall have received a certificate executed by a Responsible Officer on behalf of Borrower, dated the First Amendment Effective Date stating that, after giving effect to this Amendment, the representations and warranties set forth in Article VI of the Credit Agreement are true and correct as of the date of the certificate, except to the extent such representations and warranties are expressly made as of a specified date in which event such representations and warranties shall be true and correct as of such specified date, that no Event of Default or Unmatured Event of Default has occurred and is continuing, and that the conditions of this Section 3 hereof have been fully satisfied or waived.

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3.4. Fees. Borrower shall have paid to Administrative Agent and the Lenders all costs, fees and expenses (including, without limitation, reasonable legal fees and expenses) payable to Administrative Agent and the Lenders to the extent then due, including, without limitation, pursuant to Sections 2 and 5 of this Amendment and any fee letter executed by the U.S. Borrower in favor of the Administrative Agent or any of its Affiliates in connection with the First Amendment.

3.5. Corporate Proceedings. All corporate and/or limited liability company and legal proceedings and all instruments and agreements to be executed by each Credit Party in connection with the transactions contemplated by this Amendment and the other Loan Documents shall be satisfactory in form and substance to Administrative Agent and the Required Lenders and Administrative Agent and all Lenders shall have received all information and copies of all certificates, documents and papers, including records of corporate and/or limited liability company proceedings, governmental approvals, good standing certificates and bring-down telegrams or certificates, if any, which Administrative Agent or such Lender reasonably may have requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate or Governmental Authorities.

Each Lender and the Administrative Agent hereby agrees that by its execution and delivery of its signature page hereto, such Person approves of and consents to each of the matters set forth in Section 3 which must be approved by, or which must be satisfactory to, the Required Lenders or such Person, as the case may be; provided that, in the case of any agreement or document which must be approved by, or which must be satisfactory to, the Required Lenders, Administrative Agent or Borrower shall have delivered a copy of such agreement or document to such Person if so requested on or prior to the First Amendment Effective Date.

SECTION 4   References to and Effect on the Credit Agreement. On and after the date hereof each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein,” or words of like import, and each reference to the Credit Agreement, as the case may be, in the Loan Documents and all other documents (the “Ancillary Documents”) delivered in connection with the Credit Agreement shall mean and be a reference to the Credit Agreement as amended hereby.

Except as specifically amended above, the Credit Agreement, and the other Loan Documents and all other Ancillary Documents shall remain in full force and effect and are hereby ratified and confirmed.

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The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Lenders or Administrative Agent under the Credit Agreement, the Loan Documents or the Ancillary Documents.

SECTION 5    Costs and Expenses. The U.S. Borrower agrees to pay promptly upon the request of the Administrative Agent all reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with the negotiation, preparation, printing, typing, reproduction, execution delivery and syndication of this Amendment and all other documents and instruments referred to herein and therein or in connection herewith or therewith, including without limitation, the reasonable fees and out-of-pocket expenses of independent public accountants and other outside experts retained by Administrative Agent and of Winston & Strawn LLP, special counsel to Administrative Agent, and any local counsel retained by Administrative Agent relative thereto and other Attorney Costs, in connection with the administration of this Amendment.

SECTION 6    Miscellaneous.

6.1. Execution in Counterparts. This Amendment may be executed in one or more counterparts, each of which, when executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same document with the same force and effect as if the signatures of all of the parties were on a single counterpart, and it shall not be necessary in making proof of this Amendment to produce more than one (1) such counterpart. Delivery of an executed signature page to this Amendment by telecopy shall be deemed to constitute delivery of an originally executed signature page hereto.

6.2. Governing Law. THIS AMENDMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF SAID STATE.

6.3. Headings. Headings used in this Amendment are for convenience of reference only and shall not affect the construction of this Amendment.

6.4. Integration. This Amendment, the other agreements and documents executed and delivered pursuant to this Amendment and the Credit Agreement constitute the entire agreement among the parties hereto with respect to the subject matter hereof.

6.5. Binding Effect. This Amendment shall be binding upon and inure to the benefit of and be enforceable by the Borrowers, the other Credit Parties party hereto, the Agents and the Lenders and their respective successors and assigns. Except as expressly set forth to the contrary herein, this Agreement shall not be construed so as to confer any right or benefit upon any Person other than the Borrowers, the other Credit Parties party hereto, the Agents and the Lenders and their respective successors and permitted assigns.

signature page follows]

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Schedule 1.1

Additional Term B Dollar Commitments

Lender	Amount of Additional Term B Dollar Commitment
Deutsche Bank AG New York Branch	$200,000,000

EX-31

EXHIBIT 31.1

CERTIFICATION

I, John W. Conway, certify that:
1.	I have reviewed this quarterly report on Form 10-Q of Crown Holdings, Inc. (“the registrant”);
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
		a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
		b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
		c)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
		d)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
		a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
		b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:   August 7, 2006	/s/ John W. Conway
	John W. Conway
	Chief Executive Officer

EX-31

EXHIBIT 31.2

CERTIFICATION

I, Alan W. Rutherford, certify that:
1.	I have reviewed this quarterly report on Form 10-Q of Crown Holdings, Inc. (“the registrant”);
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
		a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
		b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
		c)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
		d)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
		a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
		b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:   August 7, 2006	/s/ Alan W. Rutherford
	Alan W. Rutherford
	Chief Financial Officer

EX-32

EXHIBIT 32

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906 OF
THE SARBANES-OXLEY ACT OF 2002

          In connection with the Quarterly Report of Crown Holdings, Inc. (the “Company”) on Form 10–Q for the period ending March 31, 2006 (the “Report”), each of the undersigned officers certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes–Oxley Act of 2002, that:

(1)      the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)      the information contained in the Report fairly presents, in all material respects, the financial position and results
          of operations of the Company.

Date:  August 7, 2006	/s/ John W. Conway
	John W. Conway
	Chairman of the Board,
	President and Chief Executive Officer
Date:  August 7, 2006	/s/ Alan W. Rutherford
	Alan W. Rutherford
	Vice Chairman of the Board,
	Executive Vice President and
	Chief Financial Officer

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

The foregoing certification is being furnished to the Securities and Exchange Commission as an exhibit to this Quarterly Report on Form 10-Q and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.