10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 10-Q

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

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2007

[    ]	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 159,787,783 shares of Common Stock outstanding as of October 29, 2007.

Crown Holdings, Inc.

FORM 10-Q
FOR QUARTER ENDED SEPTEMBER 30, 2007

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION

			Page Number
Item 1	Financial Statements
Consolidated Statements of Operations - Three Months			1
Consolidated Statements of Operations - Nine Months			2
Consolidated Balance Sheets			3
Consolidated Statements of Cash Flows			4
Consolidated Statements of Changes in Shareholders’ Deficit and Comprehensive Income			5
Notes To Consolidated Financial Statements
A.	Statement of Information Furnished		6
B.	Recent Accounting and Reporting Pronouncements		6
C.	Discontinued Operations		7
D.	Stock-Based Compensation		7
E.	Goodwill		8
F.	Inventories		8
G.	Share Repurchases		8
H.	Derivative Financial Instruments		8
I.	Restructuring		9
J.	Asbestos-Related Liabilities		9
K.	Commitments and Contingent Liabilities		11
L.	Earnings Per Share		12
M.	Pension and Postretirement Benefits		12
N.	Income Taxes		13
O.	Segment Information		13
P.	Condensed Combining Financial Information		15
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations
	Introduction		39
	Executive Overview		39
	Results of Operations		39
	Liquidity and Capital Resources		42
	Forward Looking Statements		44
Item 3	Quantitative and Qualitative Disclosures About Market Risk		44
Item 4	Controls and Procedures		44
		PART II – OTHER INFORMATION
Item 1	Legal Proceedings		46
Item 1A	Risk Factors		46
Item 2	Unregistered Sale of Equity Securities and Use of Proceeds		46
Item 6	Exhibits		47
Signature			48

Crown Holdings, Inc.

PART I - FINANCIAL INFORMATION

CONSOLIDATED STATEMENTS OF OPERATIONS

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

	Three months ended September 30
	2007				2006
Net sales		$	2,153			$	2,001
Cost of products sold, excluding depreciation and amortization			1,786				1,683
Depreciation and amortization			56				58
Gross profit			311				260
Selling and administrative expense			97				77
Provision for restructuring			9
Gain on sale of assets	(		4	)	(		1	)
Interest expense			79				73
Interest income	(		2	)	(		2	)
Translation and exchange adjustments	(		5	)	(		1	)
Income from continuing operations before income taxes,      minority interests and equity earnings			137				114
Provision for income taxes			22				16
Minority interests and equity earnings	(		23	)	(		12	)
Income from continuing operations			92				86
Loss from discontinued operations					(		1	)
Net income		$	92			$	85
Basic earnings/(loss) per average common share:
Continuing operations		$	0.57			$	0.52
Discontinued operations					(		0.01	)
Net income		$	0.57			$	0.51
Diluted earnings/(loss) per average common share:
Continuing operations		$	0.56			$	0.51
Discontinued operations					(		0.01	)
Net income		$	0.56			$	0.50
Weighted average common shares outstanding:
Basic			161,238,844				165,711,447
Diluted			165,217,100				169,829,685

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)

	Nine months ended September 30
	2007				2006
Net sales		$	5,856			$	5,306
Cost of products sold, excluding depreciation and amortization			4,881				4,445
Depreciation and amortization			168				170
Gross profit			807				691
Selling and administrative expense			285				232
Provision for restructuring			14				14
Gain on sale of assets	(		14	)	(		2	)
Interest expense			232				210
Interest income	(		9	)	(		8	)
Translation and exchange adjustments	(		13	)	(		10	)
Income from continuing operations before income taxes,      minority interests and equity earnings			312				255
Provision for income taxes			62				42
Minority interests and equity earnings	(		54	)	(		41	)
Income from continuing operations			196				172
Loss from discontinued operations					(		27	)
Net income		$	196			$	145
Basic earnings/(loss) per average common share:
Continuing operations		$	1.21			$	1.03
Discontinued operations					(		0.16	)
Net income		$	1.21			$	0.87
Diluted earnings/(loss) per average common share:
Continuing operations		$	1.18			$	1.01
Discontinued operations					(		0.16	)
Net income		$	1.18			$	0.85
Weighted average common shares outstanding:
Basic			162,158,144				166,619,352
Diluted			166,380,854				170,790,808

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

2

Crown Holdings, Inc.

CONSOLIDATED BALANCE SHEETS (Condensed)

(In millions)

(Unaudited)

		September 30, 2007				December 31, 2006
Assets
Current assets
Cash and cash equivalents		$	348			$	407
Receivables, net			1,084				689
Inventories			1,021				906
Other current assets			75				60
Total current assets			2,528				2,062
Goodwill			2,307				2,185
Property, plant and equipment, net			1,586				1,608
Other non-current assets			528				503
Total		$	6,949			$	6,358
Liabilities and shareholders’ deficit
Current liabilities
Short-term debt		$	76			$	78
Current maturities of long-term debt			43				43
Accounts payable and accrued liabilities			1,928				1,796
Income taxes payable			41				39
Total current liabilities			2,088				1,956
Long-term debt, excluding current maturities			3,644				3,420
Postretirement and pension liabilities			719				749
Other non-current liabilities			563				499
Minority interests			321				279
Commitments and contingent liabilities (Note K)
Shareholders’ deficit	(		386	)	(		545	)
Total		$	6,949			$	6,358

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

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Crown Holdings, Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Condensed)

(In millions)
(Unaudited)

Nine months ended September 30		2007				2006
Net cash provided by/(used for) operating activities	(	$	29	)		$	14
Cash flows from investing activities
Capital expenditures	(		105	)	(		136	)
Proceeds from sale of property, plant and equipment			63				5
Other	(		7	)			9
Net cash used for investing activities	(		49	)	(		122	)
Cash flows from financing activities
Proceeds from long-term debt			22				221
Payments of long-term debt	(		25	)	(		13	)
Net change in revolving credit facility and short-term debt			125				8
Common stock repurchased	(		118	)	(		117	)
Common stock issued			12				13
Dividends paid to minority interests	(		17	)	(		19	)
Other					(		4	)
Net cash provided by/(used for) financing activities	(		1	)			89
Effect of exchange rate changes on cash and cash equivalents			20				14
Net change in cash and cash equivalents	(		59	)	(		5	)
Cash and cash equivalents at January 1			407				294
Cash and cash equivalents at September 30		$	348			$	289

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

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Crown Holdings, Inc.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT
AND COMPREHENSIVE INCOME

(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		$  85		$145		|				145						145
Translation adjustments		20		80		|								80		80
Derivatives qualifying as hedges		5				|
Available for sale securities		3		3		|								3		3
						|
Comprehensive income		$113		$228		|
						|
Restricted stock awarded						|		(         2	)			2
Stock-based compensation						|		8								8
Common stock repurchased						|		(       86	)			(    31	)			(  117	)
Common stock issued — benefit plans						|		3				10				13
Balance at September 30, 2006						|	$929	$1,597		($1,381	)	($113	)	($1,136	)	($104	)
Balance at January 1, 2007						|	$929	$1,589		($1,217	)	($115	)	($1,731	)	($545	)
Net income		$  92		$196		|				196						196
Translation adjustments		8		27		|								27		27
Amortization of net loss and prior service						|
cost included in net periodic pension						|
and postretirement cost, net of tax		16		49		|								49		49
Derivatives qualifying as hedges		(       2	)	(       1	)	|								(         1	)	(       1	)
Available for sale securities		(       2	)	(       3	)	|								(         3	)	(      3	)
						|
Comprehensive income		$112		$268		|
						|
Adoption of FIN 48 - Note N						|				(        16	)					(     16	)
Restricted stock awarded						|		(         2	)			2
Stock-based compensation						|		11								11
Common stock repurchased						|		(       94	)			(     24	)			(  118	)
Common stock issued — benefit plans						|		7				7				14
Balance at September 30, 2007						|	$929	$1,511		($1,037	)	($130	)	($1,659	)	($386	)

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 September 30, 2007, the results of its operations for the three and nine month periods ended September 30, 2007 and 2006, and its cash flows for the nine month periods ended September 30, 2007 and 2006. 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, 2006 balance sheet data was derived from the audited consolidated financial statements as of December 31, 2006. 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, 2006.

B.	Recent Accounting and Reporting Pronouncements
	Effective January 1, 2007, the Company adopted the following accounting and reporting standards:
	FASB Interpretation No. 48 (“FIN 48”), “Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No. 109,” which 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 ultimate settlement. Adoption of FIN 48 resulted in a charge of $16 to accumulated deficit as of January 1, 2007. See Note N for additional information.
	FASB Staff Position No. AUG AIR-1 (“FSP AUG AIR-1”), which prohibits the use of the accrue-in-advance method of accounting for planned major maintenance activities in annual and interim financial statements, and permits the use of the direct expensing and deferral methods. Effective January 1, 2007, the Company is using the direct expensing method in its annual and interim financial statements. The Company expensed annual planned major maintenance costs on a straight-line basis over the course of the year under its previous policy. The adoption of FSP AUG AIR-1 will have no impact on the Company’s annual financial statements, but resulted in a decrease of $3 and an increase of $3, respectively, in cost of products sold from the amounts reported in the consolidated statements of operations in the first and fourth quarters of 2006.
	SFAS 155 (“FAS 155”), “Accounting for Certain Hybrid Financial Instruments,” which amends the guidance in FAS 133, “Accounting for Derivative Instruments and Hedging Activities” and FAS 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities.” The standard allows financial instruments that have embedded derivatives to be accounted for as a whole (eliminating the need to bifurcate the derivative from its host) if the holder elects to account for the whole instrument on a fair value basis. The adoption of FAS 155 had no effect on the results of operations or financial position of the Company.
	SFAS No. 156 (“FAS 156”), “Accounting for Servicing of Financial Assets – An Amendment of FASB Statement No. 140,” which among other things, requires a company to recognize a servicing asset or servicing liability when it undertakes an obligation to service a financial asset by entering into a servicing contract under certain situations. The adoption of FAS 156 did not have a material impact on the results of operations or financial position of the Company.

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Crown Holdings, Inc.

C.

Discontinued Operations

During 2006, the Company sold its remaining European plastics operations and its Americas health and beauty care operations. The results of operations for 2006 have been recast to report the divested businesses within discontinued operations in the accompanying statements of operations. The divested businesses had net sales of $31 and $144 in the third quarter and first nine months of 2006, respectively. 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 Consolidated Statements of Cash Flows, including those in Note P, were not recast to separately report the cash flows of the discontinued operations. No interest expense was allocated to discontinued operations and, therefore, all of the Company’s interest expense was included within continuing operations.

The components of loss from discontinued operations for the three and nine months ended September 30, 2006 are presented below.

		Three Months				Nine Months
Income/(loss) before tax		$	1		(	$	6	)
Tax on operations
Loss on disposal	(		2	)	(		20	)
Tax on disposal					(		1	)
	(	$	1	)	(	$	27	)

D.	Stock-Based Compensation
	During the first nine months of 2007, the Company granted approximately 3.7 million stock options to employees. The options have a ten-year contractual life and vest ratably over six years at 20% per year with the initial vesting scheduled on the second anniversary of the grant. During the first quarter of 2007, the Company awarded 394,221 shares of restricted stock to certain senior executives, including 136,003 shares that contain a market performance feature. The service-based shares of restricted stock vest ratably over three years on the anniversary date of the grant and had a grant-date fair value of $21.64 per share. The performance shares vest at the end of three years based on the results of a market performance criterion. The market performance criterion is the median Total Shareholder Return (“TSR”), which includes share price appreciation and dividends paid, of the Company during the three-year term of the grant measured against a peer group of companies. The number of shares which ultimately vest in 2010 is based on the level of performance achieved, ranges between 0% and 200% of the shares awarded, and will be settled in stock. The estimated fair value of each performance share was calculated as $25.36 using a Monte Carlo valuation model.
	Unrecognized compensation cost related to unvested stock options and restricted stock was $29 and $10, respectively, at September 30, 2007. The weighted average period over which the expense is expected to be recognized is 5.4 years for stock options and 1.6 years for restricted stock.
	As of September 30, 2007, there were 9,943,519 options that were fully vested or expected to vest of which 6,595,442 were exercisable. The weighted average exercise price of options fully vested or expected to vest and options exercisable was $16.69 and $13.28, respectively; the aggregate intrinsic value was $75 for both; and the weighted average remaining contractual life was 6.1 years and 4.4 years, respectively.
	The Company received cash proceeds of $11 from the exercise of stock options in the first nine months of 2007.

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Crown Holdings, Inc.

E.	Goodwill
	Changes in the carrying amount of goodwill by reportable segment for the nine-month period ended September 30, 2007 were as follows:

	Americas	North America	European	European	Non-reportable
	Beverage	Food	Beverage	Food	segments	Total
Balance as of January 1, 2007	$420	$151	$750	$703	$161	$2,185
Foreign currency translation	8	13	35	47	19	122
Balance as of September 30, 2007	$428	$164	$785	$750	$180	$2,307

F. Inventories

	September 30,		December 31,
	2007		2006
Finished goods	$	403	$	308
Work in process		134		122
Raw material and supplies		484		476
	$	1,021	$	906

G.

Share Repurchases

In August 2007, the Company entered into an accelerated share repurchase program pursuant to which the Company purchased 4,088,068 shares of its common stock for $100 and may potentially receive additional shares upon completion of the transaction. The final number of shares to be repurchased without the payment of additional funds will be based on the Company’s volume-weighted average stock price during the term of the transaction. The company expects the transaction to be completed during the fourth quarter of 2007. To date in 2007, including shares repurchased under the accelerated share repurchase program, the Company has purchased 4,828,883 shares for $118.

H.	Derivative Financial Instruments
	During the third quarter of 2007, the Company entered into six foreign currency forward exchange contracts with an aggregate notional value of $40 to buy U.S. dollars against Canadian dollars. These contracts were not designated as hedges. Changes in their fair value are reported currently in earnings as translation and exchange adjustments. The aggregate fair value of these contracts at September 30, 2007 was a loss of $2 and was reported within accrued liabilities.
	At September 30, 2007, the Company had three outstanding cross-currency swaps with a combined notional value of $580 that were designated as cash flow hedges and effectively convert fixed rate U.S. dollar intercompany debt into fixed rate euro intercompany debt. One swap with a notional value of $120 matures in November 2007 and the other swaps of $225 and $235 mature in November 2009 and 2010, respectively. The aggregate fair value of these swaps at September 30, 2007 was a loss of $114 and was reported within accrued liabilities and within non-current liabilities. The Company also designates certain commodity contracts and foreign exchange contracts as cash flow hedges of anticipated purchases or sales. At September 30, 2007, commodity contracts were outstanding with a notional value of approximately $225. The aggregate fair value of the commodity contracts was a loss of $10 and was reported within accrued liabilities. The aggregate fair value of the foreign exchange contracts was a loss of $4 and was also reported within accrued liabilities.
	The Company designates certain foreign currency forward exchange contracts as fair value hedges of recognized foreign-denominated assets and liabilities and unrecognized foreign-denominated firm commitments. At September 30, 2007, the aggregate fair value of the outstanding contracts was a loss of $8 and was reported within accrued liabilities.

8

Crown Holdings, Inc.

At September 30, 2007, the Company’s affiliate, Crown European Holdings (“CEH”), a euro functional currency subsidiary, had three outstanding foreign currency forward exchange contracts with an aggregate notional value of $116 Canadian dollars. These contracts were not designated as hedges. Changes in their fair value are reported currently in earnings as translation and exchange adjustments, and are offset by foreign exchange gains or losses reported by CEH from the remeasurement of its related $116 Canadian dollar intercompany receivable. The aggregate fair value of these contracts at September 30, 2007 was a loss of $4 and was reported within accrued liabilities.

I. Restructuring

The components of the outstanding restructuring reserve and movements within these components during the nine months ended September 30, 2007 and 2006, respectively, were as follows:

	Termination		Other Exit
	Benefits		Costs		Total
Balance as of January 1, 2006	$12		$ 1		$13
Provision	9		5		14
Payments	(    5	)	(    2	)	(    7	)
Foreign currency translation	1				1
Balance as of September 30, 2006	$17		$  4		$21
Balance as of January 1, 2007	$  7		$  4		$11
Provision	4		10		14
Payments	(    7	)	(    2	)	(    9	)
Other	(    1	)	(    6	)	(    7	)
Balance as of September 30, 2007	$  3		$  6		$  9

The charge of $14 in 2007 included $6 for the reclassification of cumulative translation adjustments to earnings related to the closure of a plant in Asia, $4 for severance and other exit costs in the European food segment, $2 of corporate costs for the settlement of a labor dispute related to prior restructurings, and $2 of severance costs in South America.

The charge of $14 in 2006 included $5 for severance costs in the European 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 and other exit costs in the European Specialty Packaging segment, and $1 each in South America and Asia for severance related to plant consolidations.

J. Asbestos–Related Liabilities

Crown Cork & Seal Company, Inc. (“Crown Cork”) is one of many defendants in a substantial number of lawsuits filed throughout the United States by persons alleging bodily injury as a result of exposure to asbestos. These claims arose from the insulation operations of a U.S. company, the majority of whose stock Crown Cork purchased in 1963. Approximately ninety days after the stock purchase, this U.S. company sold its insulation assets and was later merged into Crown Cork.

Prior to 1998, 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 April 2007, May 2006, May 2005, January 2005 and April 2004, the States of Georgia, 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 Georgia and 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 value of its predecessor’s assets adjusted for inflation. Crown Cork has integrated the legislation into its claims defense strategy. The Company cautions, however, that the legislation may be challenged and there can be no assurance regarding the ultimate effect of the legislation on Crown Cork.

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Crown Holdings, Inc.

In June 2003, the State of Texas enacted legislation that limits the asbestos-related liabilities in Texas courts of companies such as Crown Cork that allegedly incurred these liabilities because they are successors by corporate merger to companies that had been involved with asbestos. The Texas legislation, which applies to future claims and pending claims, caps asbestos-related liabilities at the total gross value of the predecessor’s assets adjusted for inflation. Crown Cork has paid significantly more for asbestos-related claims than the total adjusted value of its predecessor’s assets. On October 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 has been appealed 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.

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. 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 had not yet commenced at the time 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). Additional cases have been dismissed subsequent to July 28, 2005 by the Philadelphia Court of Common Pleas. These decisions remain subject to potential appeal by the plaintiffs and, in some cases, appeals to the Superior Court of Pennsylvania have been filed by the plaintiffs in connection with these decisions. The Company cautions that the limitation of the statute may not be upheld.

During the nine months ended September 30, 2007, Crown Cork received approximately 3,000 new claims, settled or dismissed approximately 3,000 claims for a total of $9, 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 September 30, 2007, the Company’s accrual for pending and future asbestos-related claims was $181. The Company estimates that its probable and estimable liability for pending and future asbestos-related claims will range between $181 and $230. The accrual balance of $181 includes $113 for unasserted claims and $5 for committed settlements that will be paid over time.

Historically (1977-2006), 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.

10

Crown Holdings, Inc.

Underlying the accrual and the range of potential liability are assumptions 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 Georgia, South Carolina, Florida, Ohio, Mississippi, Texas 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 of $181 includes estimates for probable costs for claims through the year 2016. The upper end of the Company’s estimated range of possible asbestos-related costs of $230 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.

K. 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 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. In binding arbitration regarding the USWA matter the arbitrator ruled in favor of the USWA parties with respect to employees who retired prior to the 1993 collective bargaining agreement and in favor of Crown Cork with respect to employees who retired under the 1993 and 1998 collective bargaining agreements. The parties are in the remedy stage of the arbitration with respect to employees who retired prior to the 1993 agreement and the ultimate remedy is uncertain. The Company believes the remedy is not expected to have a material adverse effect on its financial position.

With respect to litigation involving Crown Cork and the IAM parties, a federal district court in Nebraska ruled that, pursuant to the collective bargaining agreement, the matter should be resolved through arbitration. Crown Cork appealed that decision to the Eighth Circuit Court of Appeals. The Eighth Circuit determined that the retiree medical benefits were not vested and that the Company has the unilateral right to modify or discontinue these benefits. The period for requesting review of the decision to the U.S. Supreme Court has not yet expired.

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 September 30, 2007, 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 September 30, 2007, the Company also had guarantees of $29 related to the residual values of leased assets.

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Crown Holdings, Inc.

L. Earnings Per Share

The following table summarizes the basic and diluted earnings per share computations for the periods ended September 30, 2007 and 2006, respectively:

		Three Months Ended		Nine Months Ended
		September 30		September 30
		2007	2006	2007	2006
Earnings:
	Income from continuing operations	$     92	$     86	$     196	$      172
Weighted average common shares outstanding:
	Basic	161.2	165.7	162.2	166.6
	Add: dilutive stock options and restricted stock	4.0	4.1	4.2	4.2
	Diluted	165.2	169.8	166.4	170.8
Basic earnings per share - continuing operations		$  0.57	$  0.52	$  1.21	$   1.03
Diluted earnings per share - continuing operations		$  0.56	$  0.51	$  1.18	$   1.01

Excluded from the computation of diluted earnings per share were common shares contingently issuable upon the exercise of outstanding stock options, amounting to 4.6 million shares and 3.9 million shares for the three and nine month periods ended September 30, 2007, and 2.2 million shares and 2.7 million shares for the three and nine month periods ended September 30, 2006. These shares were excluded because the assumed proceeds of the then outstanding options were above the average market prices for the related periods.

M. Pension and Other Postretirement Benefits

Components of Net Periodic Benefit Cost

		Three Months Ended								Nine Months Ended
		September 30								September 30
Pension Benefits - U.S. Plans		2007				2006				2007				2006
Service cost		$	2			$	2			$	6			$	7
Interest cost			18				19				57				58
Expected return on plan assets	(		28	)	(		27	)	(		84	)	(		81	)
Recognized prior service cost			1				1				2				2
Recognized net loss			11				13				35				42
Settlements			3								3
Net periodic cost		$	7			$	8			$	19			$	28

		Three Months Ended								Nine Months Ended
		September 30								September 30
Pension Benefits - Non-U.S. Plans		2007				2006				2007				2006
Service cost		$	9			$	8			$	28			$	26
Interest cost			43				39				126				113
Expected return on plan assets	(		62	)	(		55	)	(		182	)	(		160	)
Recognized prior service credit	(		2	)	(		2	)	(		5	)	(		5	)
Recognized net loss			8				9				22				27
Net periodic cost/(credit)	(	$	4	)	(	$	1	)	(	$	11	)		$	1

12

Crown Holdings, Inc.

		Three Months Ended								Nine Months Ended
		September 30								September 30
Other Postretirement Benefits		2007				2006				2007				2006
Service cost		$	1			$	1			$	3			$	3
Interest cost			7				7				24				25
Recognized prior service credit	(		4	)	(		3	)	(		12	)	(		11	)
Recognized net loss			3								10				9
Net periodic cost		$	7			$	5			$	25			$	26

N. Income Taxes

As discussed in Note B, the Company adopted FIN 48 effective January 1, 2007, and recorded a charge of $16 to its accumulated deficit.

As of January 1, 2007, after the adoption of FIN 48, total unrecognized tax benefits were $64 and the reserve for related interest and penalties was $3. The $64 of unrecognized benefits included $36 related to a claim filed by the Company in the United States Court of Federal Claims to recover U.S. federal taxes paid in prior years. The Company’s claim relates to the timing of the deductibility of certain payments made during the period 1993 through 1995. In addition to the $36, the $64 also included reserves for potential liabilities related to transfer pricing, withholding taxes and deductibility of losses.

Interest and penalties are recorded in the statement of operations as interest expense and provision for income taxes, respectively. The total interest and penalties recorded in the statement of operations was less than $1 in the third quarter of 2007.

The unrecognized benefits of $64 as of January 1, 2007 included $57 that, if recognized, would affect the effective tax rate. Of the $7 of remaining unrecognized benefits, $5 would not affect the effective tax rate due to valuation allowances in certain jurisdictions, and $2 would reduce goodwill if recognized. The Company’s unrecognized tax benefits are expected to increase in the next twelve months as it continues its current transfer pricing policies, and are expected to decrease as open tax years or claims are settled. The Company is unable to estimate a range of reasonably possible changes in its unrecognized tax benefits in the next twelve months as it is unable to predict when, or if, the tax authorities will commence their audits, the time needed for the audits, and the audit findings that will require settlement with the applicable tax authorities, if any. In addition, the Company is unable to estimate the timing of the resolution of its U.S. tax claim discussed above.

The tax years that remained subject to examination by major tax jurisdiction as of January 1, 2007 were 2001 and beyond for the United Kingdom and Germany, 2002 and beyond for Canada and Spain, 2003 and beyond for the United States and Italy, and 2004 and beyond for France.

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 European Beverage, European Food and European Specialty Packaging within Europe.

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 U.S. GAAP and may not be comparable to calculations of similarly titled measures used by other companies.

13

Crown Holdings, Inc.

The tables below present information about operating segments for the three and nine months ended September 30, 2007 and 2006:

	External Sales				External Sales
	Three Months Ended				Nine Months Ended
	September 30				September 30
	2007		2006		2007		2006
Americas Beverage	$	455	$	437	$	1,336	$	1,210
North America Food		260		250		650		630
European Beverage		413		342		1,095		919
European Food		577		574		1,492		1,435
European Specialty Packaging		129		120		349		312
Total reportable segments		1,834		1,723		4,922		4,506
Non-reportable segments		319		278		934		800
Total	$	2,153	$	2,001	$	5,856	$	5,306

	Segment Income				Segment Income
	Three Months Ended				Nine Months Ended
	September 30				September 30
	2007		2006		2007		2006
Americas Beverage	$	54	$	50	$	148	$	118
North America Food		30		28		60		54
European Beverage		60		33		148		98
European Food		55		55		138		146
European Specialty Packaging		8		6		18		20
Total reportable segments	$	207	$	172	$	512	$	436

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								Nine Months Ended
		September 30								September 30
		2007				2006				2007				2006
Segment income of reportable segments		$	207			$	172			$	512			$	436
Segment income of non-reportable segments			32				27				97				89
Corporate and unallocated items	(		25	)	(		16	)	(		87	)	(		66	)
Provision for restructuring	(		9	)					(		14	)	(		14	)
Gain on sale of assets			4				1				14				2
Interest expense	(		79	)	(		73	)	(		232	)	(		210	)
Interest income			2				2				9				8
Translation and exchange adjustments			5				1				13				10
Income from continuing operations before income    taxes, minority interests and equity earnings		$	137			$	114			$	312			$	255

“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 or income.

14

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 nine months ended September 30, 2007 and 2006,

•     balance sheets as of September 30, 2007 and December 31, 2006, and

•     statements of cash flows for the nine months ended September 30, 2007 and 2006

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

CONDENSED COMBINING STATEMENT OF OPERATIONS

For the three months ended September 30, 2007
(in millions)

	Parent	Issuer		Guarantors		Non Guarantors		Eliminations		Total Company
Net sales				$1,240		$913				$2,153
Cost of products sold, excluding depreciation
and amortization		($5	)	1,020		771				1,786
Depreciation and amortization				34		22				56
Gross profit		5		186		120				311
Selling and administrative expense				73		24				97
Provision for restructuring						9				9
Gain on sale of assets						(4	)			(4	)
Net interest expense		25		50		2				77
Technology royalty				(14	)	14
Translation and exchange adjustments				(4	)	(1	)			(5	)
Income/(loss) before income taxes,
minority interests and equity earnings		(20	)	81		76				137
Provision for income taxes				7		15				22
Equity earnings	$92	69		18				($179	)
Income before minority interests and equity earnings	92	49		92		61		(179	)	115
Minority interests and equity earnings						(23	)			(23	)
Net income	$92	$49		$92		$38		($179	)	$92

15

Crown Holdings, Inc.

CONDENSED COMBINING STATEMENT OF OPERATIONS

For the three months ended September 30, 2006
(in millions)

	Parent	Issuer		Guarantors		Non Guarantors		Eliminations		Total Company
Net sales				$1,183		$818				$2,001
Cost of products sold, excluding depreciation
and amortization		($6	)	989		700				1,683
Depreciation and amortization				35		23				58
Gross profit		6		159		95				260
Selling and administrative expense				58		19				77
Gain on sale of assets				(1	)					(1	)
Net interest expense		18		53						71
Technology royalty				(9	)	9
Translation and exchange adjustments				(2	)	1				(1	)
Income/(loss) from continuing operations before
income taxes, minority interests and equity earnings		(12	)	60		66				114
Provision for income taxes				2		14				16
Equity earnings	$85	60		28				($173	)
Income from continuing operations before
minority interests and equity earnings	85	48		86		52		(173	)	98
Minority interests and equity earnings						(12	)			(12	)
Income from continuing operations	85	48		86		40		(173	)	86
Loss from discontinued operations				(1	)					(1	)
Net income	$85	$48		$85		$40		($173	)	$85

16

Crown Holdings, Inc.

CONDENSED COMBINING STATEMENT OF OPERATIONS

For the nine months ended September 30, 2007
(in millions)

	Parent	Issuer		Guarantors		Non Guarantors		Eliminations		Total Company
Net sales				$3,495		$2,361				$5,856
Cost of products sold, excluding depreciation
and amortization		($11	)	2,912		1,980				4,881
Depreciation and amortization				102		66				168
Gross profit		11		481		315				807
Selling and administrative expense		(1	)	214		72				285
Provision for restructuring				1		13				14
Gain on sale of assets				(2	)	(12	)			(14	)
Net interest expense		73		145		5				223
Technology royalty				(29	)	29
Translation and exchange adjustments				(10	)	(3	)			(13	)
Income/(loss) from continuing operations before
income taxes, minority interests and equity earnings		(61	)	162		211				312
Provision for income taxes				15		47				62
Equity earnings	$196	182		49				($427	)
Income before minority interests and equity earnings	196	121		196		164		(427	)	250
Minority interests and equity earnings						(54	)			(54	)
Net income	$196	$121		$196		$110		($427	)	$196

17

Crown Holdings, Inc.

CONDENSED COMBINING STATEMENT OF OPERATIONS

For the nine months ended September 30, 2006
(in millions)

	Parent	Issuer		Guarantors		Non Guarantors		Eliminations		Total Company
Net sales				$3,228		$2,078				$5,306
Cost of products sold, excluding depreciation
and amortization		($17	)	2,718		1,744				4,445
Depreciation and amortization				107		63				170
Gross profit		17		403		271				691
Selling and administrative expense				176		56				232
Provision for restructuring				7		7				14
(Gain)/loss on sale of assets		(7	)	5						(2	)
Net interest expense		50		151		1				202
Technology royalty				(23	)	23
Translation and exchange adjustments		3		(15	)	2				(10	)
Income/(loss) from continuing operations before
income taxes, minority interests and equity earnings		(29	)	102		182				255
Provision for income taxes				6		36				42
Equity earnings	$145	134		74				($353	)
Income from continuing operations before
minority interests and equity earnings	145	105		170		146		(353	)	213
Minority interests and equity earnings						(41	)			(41	)
Income from continuing operations	145	105		170		105		(353	)	172
Loss from discontinued operations				(25	)	(2	)			(27	)
Net income	$145	$105		$145		$103		($353	)	$145

18

Crown Holdings, Inc.

CONDENSED COMBINING BALANCE SHEET

As of September 30, 2007
(in millions)

	Parent		Issuer	Guarantors		Non Guarantors	Eliminations		Total Company
Assets
Current assets
Cash and cash equivalents				$49		$299			$348
Receivables, net			$63	184		837			1,084
Intercompany receivables			2	71		35	($108	)
Inventories				552		469			1,021
Other current assets	$2		1	55		17			75
Total current assets	2		66	911		1,657	(108	)	2,528
Intercompany debt receivables			1,460	1,653		342	(3,455	)
Investments	(168	)	3,023	(425	)		(2,430	)
Goodwill				1,624		683			2,307
Property, plant and equipment, net				863		723			1,586
Other non-current assets			9	463		56			528
Total	($166	)	$4,558	$5,089		$3,461	($5,993	)	$6,949
Liabilities and shareholders’ equity/(deficit)
Current liabilities
Short-term debt			$34	$5		$37			$76
Current maturities of long-term debt			4	5		34			43
Accounts payable and accrued liabilities	$23		33	1,103		769			1,928
Intercompany payables				35		73	($108	)
Income taxes payable				14		27			41
Total current liabilities	23		71	1,162		940	(108	)	2,088
Long-term debt, excluding current maturities			1,229	2,346		69			3,644
Long-term intercompany debt	197		2,201	732		325	(3,455	)
Postretirement and pension liabilities				700		19			719
Other non-current liabilities			89	317		157			563
Minority interests						321			321
Commitments and contingent liabilities
Shareholders’ equity/(deficit)	(386	)	968	(168	)	1,630	(2,430	)	(386	)
Total	($166	)	$4,558	$5,089		$3,461	($5,993	)	$6,949

19

Crown Holdings, Inc.

CONDENSED COMBINING BALANCE SHEET

As of December 31, 2006
(in millions)

	Parent		Issuer	Guarantors		Non Guarantors	Eliminations		Total Company
Assets
Current assets
Cash and cash equivalents				$97		$310			$407
Receivables, net			$98	109		482			689
Intercompany receivables			1	55		31	($87	)
Inventories				489		417			906
Other current assets	$1		23	34		2			60
Total current assets	1		122	784		1,242	(87	)	2,062
Intercompany debt receivables			1,308	1,468		257	(3,033	)
Investments in subsidiaries	(425	)	2,696	(425	)		(1,846	)
Goodwill				1,547		638			2,185
Property, plant and equipment, net				888		720			1,608
Other non-current assets			25	398		80			503
Total	($424	)	$4,151	$4,660		$2,937	($4,966	)	$6,358
Liabilities and shareholders’ equity/(deficit)
Current liabilities
Short-term debt			$12	$5		$61			$78
Current maturities of long-term debt			4	5		34			43
Accounts payable and accrued liabilities	$4		39	1,059		694			1,796
Intercompany payables			2	29		56	($87	)
Income taxes payable			3	36					39
Total current liabilities	4		60	1,134		845	(87	)	1,956
Long-term debt, excluding current maturities			1,096	2,256		68			3,420
Long-term intercompany debt	117		2,107	631		178	(3,033	)
Postretirement and pension liabilities				735		14			749
Other non-current liabilities			55	329		115			499
Minority interests						279			279
Commitments and contingent liabilities
Shareholders’ equity/(deficit)	(545	)	833	(425	)	1,438	(1,846	)	(545	)
Total	($424	)	$4,151	$4,660		$2,937	($4,966	)	$6,358

20

Crown Holdings, Inc.

CONDENSED COMBINING STATEMENT OF CASH FLOWS

For the nine months ended September 30, 2007
(in millions)

	Parent		Issuer		Guarantors		Non Guarantors		Eliminations		Total Company
Net cash provided by/(used for) operating activities	$26		($40	)	$99		($114	)			($29	)
Cash flows from investing activities
Capital expenditures					(51	)	(54	)			(105	)
Proceeds from sale of property,plant and equipment					2		61				63
Intercompany investing activities			10		17				($27	)
Other							(7	)			(7	)
Net cash provided by/(used for) investing activities			10		(32	)			(27	)	(49	)
Cash flows from financing activities
Proceeds from long–term debt							22				22
Payments of long–term debt					(1	)	(24	)			(25	)
Net change in revolving credit facility and short-term debt			43		89		(7	)			125
Net change in long-term intercompany balances	80		(13	)	(206	)	139
Common stock repurchased	(118	)									(118	)
Common stock issued	12										12
Dividends paid							(27	)	27
Dividends paid to minority interests							(17	)			(17	)
Net cash provided by/(used for) financing activities	(26	)	30		(118	)	86		27		(1	)
Effect of exchange rate changes on cash and cash equivalents					3		17				20
Net change in cash and cash equivalents					(48	)	(11	)			(59	)
Cash and cash equivalents at January 1					97		310				407
Cash and cash equivalents at September 30	$0		$0		$49		$299		$0		$348

21

Crown Holdings, Inc.

CONDENSED COMBINING STATEMENT OF CASH FLOWS

For the nine months ended September 30, 2006
(in millions)

	Parent		Issuer		Guarantors		Non Guarantors		Eliminations		Total Company
Net cash provided by/(used for) operating activities	($4	)	($65	)	$7		$76				$14
Cash flows from investing activities
Capital expenditures					(52	)	(84	)			(136	)
Proceeds from sale of property,plant and equipment					3		2				5
Intercompany investing activities			(42	)	197				($155	)
Other					(4	)	13				9
Net cash provided by/(used for) investing activities			(42	)	144		(69	)	(155	)	(122	)
Cash flows from financing activities
Proceeds from long–term debt					200		21				221
Payments of long–term debt							(13	)			(13	)
Net change in revolving credit facility and short-term debt			49		(48	)	7				8
Net change in long-term intercompany balances	108		58		(225	)	59
Common stock repurchased	(117	)									(117	)
Common stock issued	13										13
Dividends paid					(99	)	(56	)	155
Dividends paid to minority interests							(19	)			(19	)
Other					(4	)					(4	)
Net cash provided by/(used for) financing activities	4		107		(176	)	(1	)	155		89
Effect of exchange rate changes on cash and cash equivalents					1		13				14
Net change in cash and cash equivalents					(24	)	19				(5	)
Cash and cash equivalents at January 1					67		227				294
Cash and cash equivalents at September 30	$0		$0		$43		$246		$0		$289

22

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 nine months ended September 30, 2007 and 2006,

•     balance sheets as of September 30, 2007 and December 31, 2006, and

•     statements of cash flows for the nine months ended September 30, 2007 and 2006

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

CONDENSED COMBINING STATEMENT OF OPERATIONS

For the three months ended September 30, 2007
(in millions)

	Parent	Issuer		Non Guarantors		Eliminations		Total Company
Net sales				$2,153				$2,153
Cost of products sold, excluding depreciation and amortization				1,786				1,786
Depreciation and amortization				56				56
Gross profit				311				311
Selling and administrative expense		$6		91				97
Provision for restructuring				9				9
Gain on sale of assets				(4	)			(4	)
Net interest expense		18		59				77
Translation and exchange adjustments				(5	)			(5	)
Income/(loss) before income taxes,       minority interests and equity earnings		(24	)	161				137
Provision for income taxes		2		20				22
Equity earnings	$92	118				($210	)
Income before minority interests and equity earnings	92	92		141		(210	)	115
Minority interests and equity earnings				(23	)			(23	)
Net income	$92	$92		$118		($210	)	$92

23

Crown Holdings, Inc.

CONDENSED COMBINING STATEMENT OF OPERATIONS

For the three months ended September 30, 2006
(in millions)

	Parent	Issuer		Non Guarantors		Eliminations		Total Company
Net sales				$2,001				$2,001
Cost of products sold, excluding depreciation and amortization				1,683				1,683
Depreciation and amortization				58				58
Gross profit				260				260
Selling and administrative expense		$2		75				77
Gain on sale of assets				(1	)			(1	)
Net interest expense		17		54				71
Translation and exchange adjustments				(1	)			(1	)
Income/(loss) from continuing operations before income taxes,       minority interests and equity earnings		(19	)	133				114
Provision/(benefit) for income taxes		(18	)	34				16
Equity earnings	$85	85				($170	)
Income from continuing operations before minority interests       and equity earnings	85	84		99		(170	)	98
Minority interests and equity earnings		1		(13	)			(12	)
Income from continuing operations	85	85		86		(170	)	86
Loss from discontinued operations				(1	)			(1	)
Net income	$85	$85		$85		($170	)	$85

24

Crown Holdings, Inc.

CONDENSED COMBINING STATEMENT OF OPERATIONS

For the nine months ended September 30, 2007
(in millions)

	Parent	Issuer		Non Guarantors		Eliminations		Total Company
Net sales				$5,856				$5,856
Cost of products sold, excluding depreciation and amortization				4,881				4,881
Depreciation and amortization				168				168
Gross profit				807				807
Selling and administrative expense		$11		274				285
Provision for restructuring				14				14
Gain on sale of assets				(14	)			(14	)
Net interest expense		51		172				223
Translation and exchange adjustments				(13	)			(13	)
Income/(loss) before income taxes, minority interests       and equity earnings		(62	)	374				312
Provision/(benefit) for income taxes		(5	)	67				62
Equity earnings	$196	253				($449	)
Income before minority interests and equity earnings	196	196		307		(449	)	250
Minority interests and equity earnings				(54	)			(54	)
Net income	$196	$196		$253		($449	)	$196

25

Crown Holdings, Inc.

CONDENSED COMBINING STATEMENT OF OPERATIONS

For the nine months ended September 30, 2006
(in millions)

	Parent	Issuer		Non Guarantors		Eliminations		Total Company
Net sales				$5,306				$5,306
Cost of products sold, excluding depreciation and amortization				4,445				4,445
Depreciation and amortization				170				170
Gross profit				691				691
Selling and administrative expense		$6		226				232
Provision for restructuring				14				14
Gain on sale of assets				(2	)			(2	)
Net interest expense		48		154				202
Translation and exchange adjustments				(10	)			(10	)
Income/(loss) from continuing operations before income taxes,       minority interests and equity earnings		(54	)	309				255
Provision/(benefit) for income taxes		(33	)	75				42
Equity earnings	$145	164				($309	)
Income from continuing operations before minority interests       and equity earnings	145	143		234		(309	)	213
Minority interests and equity earnings		2		(43	)			(41	)
Income from continuing operations	145	145		191		(309	)	172
Loss from discontinued operations				(27	)			(27	)
Net income	$145	$145		$164		($309	)	$145

26

Crown Holdings, Inc.

CONDENSED COMBINING BALANCE SHEET

As of September 30, 2007
(in millions)

	Parent		Issuer		Non Guarantors	Eliminations		Total Company
Assets
Current assets
Cash and cash equivalents					$348			$348
Receivables, net					1,084			1,084
Inventories					1,021			1,021
Other current assets	$2				73			75
Total current assets	2				2,526			2,528
Intercompany debt receivables					395	($395	)
Investments	(168	)	$927			(759	)
Goodwill					2,307			2,307
Property, plant and equipment, net					1,586			1,586
Other non-current assets			29		499			528
Total	($166	)	$956		$7,313	($1,154	)	$6,949
Liabilities and shareholders’ equity/(deficit)
Current liabilities
Short-term debt			$1		$75			$76
Current maturities of long-term debt					43			43
Accounts payable and accrued liabilities	$23		44		1,861			1,928
Income taxes payable					41			41
Total current liabilities	23		45		2,020			2,088
Long-term debt, excluding current maturities			698		2,946			3,644
Long-term intercompany debt	197		198			($395	)
Postretirement and pension liabilities					719			719
Other non-current liabilities			183		380			563
Minority interests					321			321
Commitments and contingent liabilities
Shareholders’ equity/(deficit)	(386	)	(168	)	927	(759	)	(386	)
Total	($166	)	$956		$7,313	($1,154	)	$6,949

27

Crown Holdings, Inc.

CONDENSED COMBINING BALANCE SHEET

As of December 31, 2006
(in millions)

	Parent		Issuer		Non Guarantors	Eliminations		Total Company
Assets
Current assets
Cash and cash equivalents					$407			$407
Receivables, net					689			689
Inventories					906			906
Other current assets	$1				59			60
Total current assets	1				2,061			2,062
Intercompany debt receivables					262	($262	)
Investments	(425	)	$618			(193	)
Goodwill					2,185			2,185
Property, plant and equipment, net					1,608			1,608
Other non-current assets			34		469			503
Total	($424	)	$652		$6,585	($455	)	$6,358
Liabilities and shareholders’ equity/(deficit)
Current liabilities
Short-term debt					$78			$78
Current maturities of long-term debt			$1		42			43
Accounts payable and accrued liabilities	$4		36		1,756			1,796
Income taxes payable					39			39
Total current liabilities	4		37		1,915			1,956
Long-term debt, excluding current maturities			698		2,722			3,420
Long-term intercompany debt	117		145			($262	)
Postretirement and pension liabilities					749			749
Other non-current liabilities			197		302			499
Minority interests					279			279
Commitments and contingent liabilities
Shareholders’ equity/(deficit)	(545	)	(425	)	618	(193	)	(545	)
Total	($424	)	$652		$6,585	($455	)	$6,358

28

Crown Holdings, Inc.

CONDENSED COMBINING STATEMENT OF CASH FLOWS

For the nine months ended September 30, 2007
(in millions)

	Parent		Issuer		Non Guarantors		Eliminations		Total Company
Net cash provided by/(used for) operating activities	$26		($61	)	$6				($29	)
Cash flows from investing activities
Capital expenditures					(105	)			(105	)
Proceeds from sale of property, plant and equipment					63				63
Intercompany investing activities			8				($8	)
Other					(7	)			(7	)
Net cash provided by/(used for) investing activities			8		(49	)	(8	)	(49	)
Cash flows from financing activities
Proceeds from long-term debt					22				22
Payments of long-term debt					(25	)			(25	)
Net change in revolving credit facility and short-term debt					125				125
Net change in long-term intercompany balances	80		53		(133	)
Common stock repurchased	(118	)							(118	)
Common stock issued	12								12
Dividends paid					(8	)	8
Dividends paid to minority interests					(17	)			(17	)
Net cash provided by/(used for) financing activities	(26	)	53		(36	)	8		(1	)
Effects of exchange rate changes on cash and cash equivalents					20				20
Net change in cash and cash equivalents					(59	)			(59	)
Cash and cash equivalents at January 1					407				407
Cash and cash equivalents at September 30	$0		$0		$348		$0		$348

29

Crown Holdings, Inc.

CONDENSED COMBINING STATEMENT OF CASH FLOWS

For the nine months ended September 30, 2006
(in millions)

	Parent		Issuer		Non Guarantors		Eliminations		Total Company
Net cash provided by/(used for) operating activities	($4	)	($17	)	$35				$14
Cash flows from investing activities
Capital expenditures					(136	)			(136	)
Proceeds from sale of property, plant and equipment					5				5
Intercompany investing activities			3				($3	)
Other					9				9
Net cash provided by/(used for) investing activities			3		(122	)	(3	)	(122	)
Cash flows from financing activities
Proceeds from long-term debt					221				221
Payments of long-term debt					(13	)			(13	)
Net change in revolving credit facility and short-term debt					8				8
Net change in long-term intercompany balances	108		14		(122	)
Common stock repurchased	(117	)							(117	)
Common stock issued	13								13
Dividends paid					(3	)	3
Dividends paid to minority interests					(19	)			(19	)
Other					(4	)			(4	)
Net cash provided by financing activities	4		14		68		3		89
Effects of exchange rate changes on cash and cash equivalents					14				14	)
Net change in cash and cash equivalents					(5	)			(5	)
Cash and cash equivalents at January 1					294				294
Cash and cash equivalents at September 30	$0		$0		$289		$0		$289

30

Crown Holdings, Inc.

Crown Americas, LLC and Crown Americas Capital Corp., 100% owned subsidiaries of the Company, have outstanding senior unsecured notes that are fully and unconditionally guaranteed by Crown Holdings, Inc. and substantially all subsidiaries in the United States. The guarantors are 100% owned by the Company and the guarantees are made on a joint and several basis. The following condensed combining financial statements:

•     statements of operations for the three and nine months ended September 30, 2007 and 2006,

•     balance sheets as of September 30, 2007 and December 31, 2006, and

•     statements of cash flows for the nine months ended September 30, 2007 and 2006

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

CONDENSED COMBINING STATEMENT OF OPERATIONS

For the three months ended September 30, 2007
(in millions)

	Parent	Issuer		Guarantors		Non Guarantors		Eliminations		Total Company
Net sales				$553		$1,600				$2,153
Cost of products sold, excluding depreciation
and amortization				451		1,335				1,786
Depreciation and amortization				15		41				56
Gross profit				87		224				311
Selling and administrative expense		$2		37		58				97
Provision for restructuring						9				9
Gain on sale of assets						(4	)			(4	)
Net interest expense		18		17		42				77
Technology royalty				(13	)	13
Translation and exchange adjustments				(1	)	(4	)			(5	)
Income/(loss) before income taxes,
minority interests and equity earnings		(20	)	47		110				137
Provision/(benefit) for income taxes		(7	)	9		20				22
Equity earnings	$92	67		54				($213	)
Income from continuing operations before
minority interests and equity earnings	92	54		92		90		(213	)	115
Minority interests and equity earnings						(23	)			(23	)
Net income	$92	$54		$92		$67		($213	)	$92

31

Crown Holdings, Inc.

CONDENSED COMBINING STATEMENT OF OPERATIONS

For the three months ended September 30, 2006
(in millions)

	Parent	Issuer		Guarantors		Non Guarantors		Eliminations		Total Company
Net sales				$509		$1,492				$2,001
Cost of products sold, excluding depreciation
and amortization				420		1,263				1,683
Depreciation and amortization				16		42				58
Gross profit				73		187				260
Selling and administrative expense		$2		23		52				77
Gain on sale of assets						(1	)			(1	)
Net interest expense		14		20		37				71
Technology royalty				(12	)	12
Translation and exchange adjustments				(1	)					(1	)
Income/(loss) from continuing operations before
income taxes, minority interests and equity earnings		(16	)	43		87				114
Provision/(benefit) for income taxes		(6	)	6		16				16
Equity earnings	$85	146		48				($279	)
Income from continuing operations before
minority interests and equity earnings	85	136		85		71		(279	)	98
Minority interests and equity earnings		(1	)			(11	)			(12	)
Income from continuing operations	85	135		85		60		(279	)	86
Loss from discontinued operations		(1	)							(1	)
Net income	$85	$134		$85		$60		($279	)	$85

32

Crown Holdings, Inc.

CONDENSED COMBINING STATEMENT OF OPERATIONS

For the nine months ended September 30, 2007
(in millions)

	Parent	Issuer		Guarantors		Non Guarantors		Eliminations		Total Company
Net sales				$1,596		$4,260				$5,856
Cost of products sold, excluding depreciation
and amortization				1,331		3,550				4,881
Depreciation and amortization				45		123				168
Gross profit				220		587				807
Selling and administrative expense		$6		100		179				285
Provision for restructuring				1		13				14
Gain on sale of assets						(14	)			(14	)
Net interest expense		48		54		121				223
Technology royalty				(29	)	29
Translation and exchange adjustments				(1	)	(12	)			(13	)
Income/(loss) before income taxes,
minority interests and equity earnings		(54	)	95		271				312
Provision/(benefit) for income taxes		(19	)	25		56				62
Equity earnings	$196	132		126				($454	)
Income before minority interests and equity earnings	196	97		196		215		(454	)	250
Minority interests and equity earnings						(54	)			(54	)
Net income	$196	$97		$196		$161		($454	)	$196

33

Crown Holdings, Inc.

CONDENSED COMBINING STATEMENT OF OPERATIONS

For the nine months ended September 30, 2006
(in millions)

	Parent	Issuer		Guarantors		Non Guarantors		Eliminations		Total Company
Net sales				$1,458		$3,848				$5,306
Cost of products sold, excluding depreciation
and amortization				1,243		3,202				4,445
Depreciation and amortization				48		122				170
Gross profit				167		524				691
Selling and administrative expense		$6		69		157				232
Provision for restructuring				4		10				14
Gain on sale of assets				(1	)	(1	)			(2	)
Net interest expense		41		55		106				202
Technology royalty				(29	)	29
Translation and exchange adjustments				(2	)	(8	)			(10	)
Income/(loss) from continuing operations before
income taxes, minority interests and equity earnings		(47	)	71		231				255
Provision/(benefit) for income taxes		(17	)	13		46				42
Equity earnings	$145	205		86				($436	)
Income from continuing operations before
minority interests and equity earnings	145	175		144		185		(436	)	213
Minority interests and equity earnings		(1	)			(40	)			(41	)
Income from continuing operations	145	174		144		145		(436	)	172
Income/(loss) from discontinued operations		(1	)	1		(27	)			(27	)
Net income	$145	$173		$145		$118		($436	)	$145

34

Crown Holdings, Inc.

CONDENSED COMBINING BALANCE SHEET

As of September 30, 2007
(in millions)

	Parent		Issuer		Guarantors		Non Guarantors	Eliminations		Total Company
Assets
Current assets
Cash and cash equivalents			$13		$3		$332			$348
Receivables, net					11		1,073			1,084
Intercompany receivables					70		14	($84	)
Inventories					181		840			1,021
Other current assets	$2				7		66			75
Total current assets	2		13		272		2,325	(84	)	2,528
Intercompany debt receivables			1,227		709		54	(1,990	)
Investments	(168	)	476		320			(628	)
Goodwill					453		1,854			2,307
Property, plant and equipment, net			2		343		1,241			1,586
Other non-current assets			47		57		424			528
Total	($166	)	$1,765		$2,154		$5,898	($2,702	)	$6,949
Liabilities and shareholders’ equity/(deficit)
Current liabilities
Short-term debt							$76			$76
Current maturities of long-term debt			$4		$1		38			43
Accounts payable and accrued liabilities	$23		37		361		1,507			1,928
Intercompany payables					14		70	($84	)
Income taxes payable					7		34			41
Total current liabilities	23		41		383		1,725	(84	)	2,088
Long-term debt, excluding current maturities			1,602		702		1,340			3,644
Long-term intercompany debt	197		368		498		927	(1,990	)
Postretirement and pension liabilities					517		202			719
Other non-current liabilities					222		341			563
Minority interests							321			321
Commitments and contingent liabilities
Shareholders’ equity/(deficit)	(386	)	(246	)	(168	)	1,042	(628	)	(386	)
Total	($166	)	$1,765		$2,154		$5,898	($2,702	)	$6,949

35

Crown Holdings, Inc.

CONDENSED COMBINING BALANCE SHEET

As of December 31, 2006
(in millions)

	Parent		Issuer		Guarantors		Non Guarantors	Eliminations		Total Company
Assets
Current assets
Cash and cash equivalents			$60		$4		$343			$407
Receivables, net					8		681			689
Intercompany receivables					72		8	($80	)
Inventories					172		734			906
Other current assets	$1		2		3		54			60
Total current assets	1		62		259		1,820	(80	)	2,062
Intercompany debt receivables			1,090		528		34	(1,652	)
Investments in subsidiaries	(425	)	324		169			(68	)
Goodwill					445		1,740			2,185
Property, plant and equipment, net			3		360		1,245			1,608
Other non-current assets			38		63		402			503
Total	($424	)	$1,517		$1,824		$5,241	($1,800	)	$6,358
Liabilities and shareholders’ equity/(deficit)
Current liabilities
Short-term debt							$78			$78
Current maturities of long-term debt					$5		38			43
Accounts payable and accrued liabilities	$4				361		1,431			1,796
Intercompany payables			$16				64	($80	)
Income taxes payable					4		35			39
Total current liabilities	4		16		370		1,646	(80	)	1,956
Long-term debt, excluding current maturities			1,522		697		1,201			3,420
Long-term intercompany debt	117		352		396		787	(1,652	)
Postretirement and pension liabilities					553		196			749
Other non-current liabilities					233		266			499
Minority interests							279			279
Commitments and contingent liabilities
Shareholders’ equity/(deficit)	(545	)	(373	)	(425	)	866	(68	)	(545	)
Total	($424	)	$1,517		$1,824		$5,241	($1,800	)	$6,358

36

Crown Holdings, Inc.

CONDENSED COMBINING STATEMENT OF CASH FLOWS

For the nine months ended September 30, 2007
(in millions)

	Parent		Issuer		Guarantors		Non Guarantors		Eliminations		Total Company
Net cash provided by/(used for) operating activities	$26		($20	)	$101		($136	)			($29	)
Cash flows from investing activities
Capital expenditures					(25	)	(80	)			(105	)
Proceeds from sale of property, plant and equipment					1		62				63
Intercompany investing activities			10		3				($13	)
Other							(7	)			(7	)
Net cash provided by/(used for) investing activities			10		(21	)	(25	)	(13	)	(49	)
Cash flows from financing activities
Proceeds from long–term debt							22				22
Payments of long–term debt					(1	)	(24	)			(25	)
Net change in revolving credit facility and short-term debt			84				41				125
Net change in long-term intercompany balances	80		(121	)	(80	)	121
Common stock repurchased	(118	)									(118	)
Common stock issued	12										12
Dividends paid							(13	)	13
Dividends paid to minority interests							(17	)			(17	)
Net cash provided by/(used for) financing activities	(26	)	(37	)	(81	)	130		13		(1	)
Effect of exchange rate changes on cash and cash equivalents							20				20
Net change in cash and cash equivalents			(47	)	(1	)	(11	)			(59	)
Cash and cash equivalents at January 1			60		4		343				407
Cash and cash equivalents at September 30	$0		$13		$3		$332		$0		$348

37

Crown Holdings, Inc.

CONDENSED COMBINING STATEMENT OF CASH FLOWS

For the nine months ended September 30, 2006
(in millions)

	Parent		Issuer		Guarantors		Non Guarantors		Eliminations		Total Company
Net cash provided by/(used for) operating activities	($4	)	($3	)	$10		$11				$14
Cash flows from investing activities
Capital expenditures			(1	)	(24	)	(111	)			(136	)
Proceeds from sale of property, plant and equipment					1		4				5
Intercompany investing activities			5		16				($21	)
Other							9				9
Net cash provided by/(used for) investing activities			4		(7	)	(98	)	(21	)	(122	)
Cash flows from financing activities
Proceeds from long–term debt			200				21				221
Payments of long–term debt							(13	)			(13	)
Net change in revolving credit facility and short-term debt			(60	)			68				8
Net change in long-term intercompany balances	108		(145	)	(3	)	40
Common stock repurchased	(117	)									(117	)
Common stock issued	13										13
Dividends paid							(21	)	21
Dividends paid to minority interests							(19	)			(19	)
Other			(4	)							(4	)
Net cash provided by/(used for) financing activities	4		(9	)	(3	)	76		21		89
Effect of exchange rate changes on cash and cash equivalents							14				14
Net change in cash and cash equivalents			(8	)			3				(5	)
Cash and cash equivalents at January 1			18		1		275				294
Cash and cash equivalents at September 30	$0		$10		$1		$278		$0		$289

38

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 nine months ended September 30, 2007 compared to the corresponding periods in 2006 and the changes in financial condition and liquidity from December 31, 2006. 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, 2006, 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 sold its remaining European plastics operations and its Americas health and beauty care operations during 2006. The results of operations for prior periods used in the following discussion have been recast to report the divested businesses as discontinued operations.

The Company’s principal areas of focus include improving segment income and cash flow from operations, reducing debt and reducing asbestos-related costs. 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’s total debt of $3,763 at September 30, 2007 increased $65 from $3,698 at September 30, 2006, and included $147 of increase due to foreign currency translation.

The Company seeks to reduce its asbestos-related costs through prudent case management. Asbestos-related payments were $26 for the full year of 2006 and $17 for the first nine months of 2007, and the Company expects to pay approximately $25 for the full year of 2007.

Results of Operations

Net Sales

Net sales in the third quarter of 2007 were $2,153, an increase of $152 or 7.6% compared to net sales of $2,001 for the same period in 2006. Net sales in the first nine months of 2007 were $5,856, an increase of $550 or 10.4% compared to net sales of $5,306 for the same period in 2006. Sales from U.S. operations accounted for 27.6% of consolidated net sales in the first nine months of 2007 compared to 28.4% for the same period in 2006. Sales of beverage cans and ends accounted for 46.6% and sales of food cans and ends accounted for 33.3% of consolidated net sales in the first nine months of 2007 compared to 44.7% and 35.2%, respectively, in 2006.

Net sales in the Americas Beverage segment in the third quarter increased 4.1% from $437 in 2006 to $455 in 2007. Net sales in the first nine months of 2007 increased 10.4% from $1,210 in 2006 to $1,336 in 2007. The increases in 2007 were primarily due to the pass-through of increased costs to customers and recovery of 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 third quarter increased 4.0% from $250 in 2006 to $260 in 2007, and in the first nine months increased 3.2% from $630 in 2006 to $650 in 2007, primarily due to the pass-through of increased costs to customers.

Net sales in the European Beverage segment increased 20.8% from $342 in the third quarter of 2006 to $413 in the same period in 2007. Net sales in the first nine months of 2007 increased 19.2% from $919 in 2006 to $1,095 in 2007. The increases in the quarter and first nine months of 2007 were primarily due to increased sales unit volumes and the pass-through of increased costs to customers, and also included $17 of foreign currency translation for the quarter and $51 for the nine months.

Net sales in the European Food segment increased less than one percent from $574 in the third quarter of 2006 to $577 in the same period in 2007, and net sales in the first nine months of 2007 increased 4.0% from $1,435 in 2006 to $1,492 in 2007. The increases were primarily due to $50 of foreign currency translation for the quarter and $121 for the nine months, partially offset by a decline in sales unit volumes, primarily due to weather conditions and a resulting weak harvest.

Net sales in the European Specialty Packaging segment increased 7.5% from $120 in the third quarter of 2006 to $129 in the same period in 2007, and net sales in the first nine months of 2007 increased 11.9% from $312 in 2006 to $349 in 2007. The increases were 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 $1,786 and $4,881 for the third quarter and first nine months of 2007, increases of $103 and $436 compared to $1,683 and $4,445 for the same periods in 2006. The increases were primarily due to the impact of higher material costs for aluminum and steel and also included $85 and $211 due to the impact of foreign currency translation for the quarter and nine months.

As a percentage of net sales, cost of products sold, excluding depreciation and amortization, was 83.0% and 83.4% for the third quarter and first nine months of 2007 compared to 84.1% and 83.8% for the same periods in 2006.

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. The Company continues to monitor its core commodity and other cost inputs in relation to its pricing strategy.

Depreciation and Amortization

Depreciation and amortization was $56 and $168 in the third quarter and first nine months of 2007, compared to $58 and $170, respectively, for the prior year periods. Increases due to the impact of foreign currency translation from the strengthening of the euro and sterling against the U.S. dollar were offset by decreases due to lower capital spending in recent years.

Selling and Administrative Expense

Selling and administrative expense was $97 in the third quarter of 2007 compared to $77 for the same period in 2006. The increase was primarily due to increased incentive compensation costs and $3 of foreign currency translation. As a percentage of net sales, selling and administrative expense was 4.5% in the third quarter of 2007 compared to 3.8% for the same period in 2006.

Selling and administrative expense was $285 in the first nine months of 2007 compared to $232 for the same period in 2006. The increase was primarily due to increased incentive compensation costs and $11 of foreign currency translation. As a percentage of net sales, selling and administrative expense was 4.9% for the first nine months of 2007 compared to 4.4% for the same period in 2006.

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Crown Holdings, Inc.

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

Segment Income

Segment income in the Americas Beverage segment increased $4 from $50 in the third quarter of 2006 to $54 in the third quarter of 2007. Segment income in the first nine months increased $30 from $118 in 2006 to $148 in 2007. The increases in 2007 were primarily due to recovery of sales unit volumes.

Segment income in the North America Food segment increased $2 from $28 in the third quarter of 2006 to $30 in the third quarter of 2007. Segment income in the first nine months increased $6 from $54 in 2006 to $60 in 2007. The increases in 2007 were primarily due to cost reductions.

Segment income in the European Beverage segment increased $27 from $33 in the third quarter of 2006 to $60 in the third quarter of 2007. Segment income in the first nine months increased $50 from $98 in 2006 to $148 in 2007. These increases were primarily due to increased sales unit volumes.

Segment income in the European Food segment of $55 in the third quarter of 2007 was the same as the third quarter of 2006. Segment income in the first nine months decreased $8 from $146 in 2006 to $138 in 2007. The decrease in the nine months was primarily due to a decline in sales unit volumes.

Segment income in the European Specialty Packaging segment increased $2 from $6 in the third quarter of 2006 to $8 in the third quarter of 2007. Segment income in the first nine months decreased $2 from $20 in 2006 to $18 in 2007. The increase in the quarter was primarily due to increased sales unit volumes and the decrease in the first nine months was primarily due to higher costs not recovered in selling prices.

Restructuring

The results for the nine month periods ended September 30, 2007 and 2006 included restructuring charges of $14 in each year. See Note I to the consolidated financial statements for additional information on these charges.

Interest Expense

Interest expense increased $6 and $22, respectively, for the three and nine months ended September 30, 2007 versus the same periods in 2006. The increases were primarily due to higher short-term borrowing rates and also included $5 of increase due to foreign currency translation for the third quarter and $10 for the first nine months.

Translation and Exchange Adjustments

The results for the three and nine month periods ended September 30, 2007 included net foreign exchange gains of $5 and $13, respectively, for certain subsidiaries that have unhedged currency exposures. 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.

Taxes on Income

The third quarter of 2007 included net tax charges of $22 on pre-tax income of $137 for an effective rate of 16.1%. The difference of $26 between the pre-tax income at the U.S. statutory rate of 35% or $48, and the tax charges of $22, was primarily due to benefits of (i) $19 from lower tax rates in certain non-U.S. jurisdictions, (ii) $4 from enacted tax rate changes, primarily in the U.K., and (iii) $3 from valuation allowance adjustments.

The first nine months of 2007 included net tax charges of $62 on pre-tax income of $312 for an effective rate of 19.9%. The difference of $47 between the pre-tax income at the U.S. statutory rate of 35% or $109, and the tax charges of $62, was primarily due to (i) benefits of $39 from lower tax rates in certain non-U.S. jurisdictions, (ii) $6 from valuation allowance adjustments, and (iii) $4 from enacted tax rate changes, primarily in the U.K. These benefits, totaling $49, were partially offset by other net charges of $2, including withholding taxes.

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Crown Holdings, Inc.

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

The third quarter of 2006 included net tax charges of $16 on pre-tax income of $114 for an effective rate of 14.0%. The difference of $24 between the pre-tax income at the U.S. statutory rate of 35% or $40, and the tax charges of $16, was primarily due to benefits of $21 from valuation allowance adjustments, and $5 to reduce a provision for a European tax contingency due to a settlement with the tax authorities, partially offset by other charges of $2, including $5 for withholding taxes.

The first nine months of 2006 included net tax charges of $42 on pre-tax income of $255 for an effective rate of 16.5%. The difference of $47 between the pre-tax income at the statutory rate of 35% or $89, and the tax charges of $42, was primarily due to benefits of (i) $26 from lower non-U.S. tax rates in certain jurisdictions, (ii) $22 from valuation allowance adjustments, (iii) $5 to reduce a provision for a European tax contingency due to a settlement with the tax authorities, and (iv) $4 to reduce a provision for U.S. state tax contingencies due to the completion of an audit with a minor assessment. These benefits, totaling $57, were partially offset by other net charges of $10, including $8 for withholding taxes.

Minority Interests, Net of Equity Earnings

The charge for minority interests, net of equity earnings, increased $11 and $13 in the third quarter and first nine months of 2007, respectively, compared to the same periods in 2006. These increases were primarily due to increased profits in the Middle East beverage can operations.

Liquidity and Capital Resources

Cash from Operations

Cash of $29 was used for operating activities in the first nine months of 2007 compared to cash provided of $14 during the same period in 2006. The increase of $43 in cash used for operating activities was primarily due to an increase in working capital from higher material costs in 2007.

Investing Activities

Investing activities used cash of $49 during the first nine months of 2007 compared to cash used of $122 in the prior year period. Primary investing activities were capital expenditures of $105 in the first nine months of 2007 and $136 in the same period of 2006. In 2007, the Company received $63 of proceeds from asset sales, primarily land and buildings, including $39 from the sale of a note receivable from property sold in 2006.

Financing Activities

Financing activities used cash of $1 during the first nine months of 2007 compared to cash provided of $89 during the same period in 2006. The net cash used for financing activities in 2007 was primarily related to the repurchase of common stock using funds provided by short-term borrowings. The cash provided by financing activities in 2006 was primarily from long-term borrowings and was primarily used to repurchase common stock. Dividends paid to minority interests were $19 in 2006 and $17 in 2007.

As of September 30, 2007, the Company had $416 of borrowing capacity available under its revolving credit facility, equal to the total facility of $800 less $319 of borrowings and $65 of outstanding standby letters of credit.

Contractual Obligations

During the first nine months of 2007, purchase obligations covering new agreements for raw materials and other consumables increased by $304 for 2007, $170 for 2008, $27 for 2009 and $41 for periods beyond 2009, above amounts provided within Part II, 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, 2006. As discussed in Note N to the consolidated financial statements, the Company has $34 of contractual obligations for reserves for potential liabilities related to uncertain tax positions. As discussed in Note H to the consolidated financial statements, the Company may also be obligated to make future payments to settle derivative instruments.

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Crown Holdings, Inc.

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

Commitments and Contingent Liabilities

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

Critical Accounting Policies

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States which require that management make numerous estimates and assumptions. Actual results could differ from these estimates and assumptions, impacting the reported results of operations and financial condition of the Company. Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note A to the consolidated financial statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2006 describe the significant accounting estimates and policies used in the preparation of the consolidated financial statements. There have been no significant changes in the Company’s critical accounting policies during the first nine months of 2007 other than as discussed below.

As required, the Company adopted FASB Interpretation No. 48 (“FIN 48”), “Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No. 109,” effective January 1, 2007. In accordance with FIN 48, the Company records the benefit of uncertain tax positions when, in the Company’s opinion, it is more likely than not, based on the technical merits, that the position will be sustained upon examination by the taxing authorities. A tax position that meets the more-likely-than-not recognition threshold is measured as the largest amount of tax benefit that is greater than fifty percent likely of being realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. The determination of whether a position meets the more-likely-than-not criteria may involve significant judgment based on the Company’s review and interpretation of available evidence including published tax law, opinions from qualified experts, results of prior tax examinations, and legal precedent. The measurement of an uncertain tax position also involves significant judgment in assigning probabilities to various potential outcomes, including the assessment of interest and penalties. Final settlement of uncertain tax positions for amounts different than the recorded amounts could affect the Company’s results of operations, financial position, and cash flows. See Note N to the consolidated financial statements for additional information on the Company’s unrecognized tax benefits.

Recent Accounting Pronouncements

In February 2007, the FASB issued SFAS No. 159 (“FAS 159”), “The Fair Value Option for Financial Assets and Financial Liabilities, Including an Amendment to FASB Statement No. 115.” FAS 159 permits the measurement of many financial instruments and certain other assets and liabilities at fair value on an instrument-by-instrument basis (the fair value option). FAS 159 is effective for the Company on January 1, 2008. Management is currently evaluating the potential impact the adoption of this new standard will have on the Company’s consolidated financial statements.

In September 2006, the FASB issued SFAS No. 157 (“FAS 157”), “Fair Value Measurements.” FAS 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. Expanded disclosures include a tabular presentation of the fair value of a company’s outstanding financial instruments according to a fair value hierarchy (i.e., levels 1, 2, 3 and 4, as defined) as well as enhanced disclosures regarding instruments in the level 3 category, including a reconciliation of the beginning and ending balances for each major category of assets and liabilities. FAS 157 emphasizes that fair value is a market-based measurement, not an entity-specific measurement, and states that a fair value measurement should be determined based on assumptions that market participants would use in pricing the asset or liability. FAS 157 is effective for the Company as of January 1, 2008. The Company is currently evaluating the impact that FAS 157 may have on its financial statements.

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Crown Holdings, Inc.

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

Forward Looking Statements

Statements included herein in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” including, but not limited to, in the discussions of asbestos in Note J and commitments and contingencies in Note K to the consolidated financial statements included in this Quarterly Report on Form 10-Q and also in Part I, Item 1: “Business” and Item 3: “Legal Proceedings” and in Part II, Item 7: “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” within the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006, which are not historical facts (including any statements concerning plans and objectives of management for future operations or economic performance, or assumptions related thereto), are “forward-looking statements” within the meaning of the federal securities laws. In addition, the Company and its representatives may from time to time, make oral or written statements which are also “forward-looking statements.”

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

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

A discussion of important factors that could cause the actual results of operations or financial condition of the Company to differ from expectations has been set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2006 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 foreign currency exposure related to certain intercompany debt obligations, primarily between the U.S. and Canada, which may result in future foreign exchange adjustments to earnings. The Company may hedge or mitigate a portion of these exposures in the future through derivative instruments.

As of September 30, 2007, 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. Disclosure controls and procedures ensure that information to be disclosed in reports that the Company files and submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and terms of the Securities and Exchange Commission, and ensures 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.

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Crown Holdings, Inc.

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

45

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 J entitled “Asbestos-Related Liabilities” and Note K entitled “Commitments and Contingent Liabilities,” respectively, to the consolidated financial statements within Part I, 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, 2006, 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.

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

There were no unregistered sales of equity securities in the first nine months of 2007.

The following table provides information about the Company’s purchase of equity securities during the quarter ended September 30, 2007.

	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)
July	740,815	$24.42	740,815	$209
August	4,088,068	24.46	4,088,068	109
Total	4,828,883	$24.46	4,828,883	$109

In August 2007, the Company entered into an accelerated share repurchase program with BNP Paribas for approximately $100 million. Pursuant to the agreement, the Company purchased 4,088,068 shares in the third quarter with the potential for receipt of additional shares upon completion of the transaction. The final number of shares to be repurchased without the payment of additional funds will be based on the Company’s volume-weighted average stock price during the term of the transaction. The Company expects the transaction to be completed during the fourth quarter of 2007.

As disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2006, the Company’s Board of Directors has authorized the repurchase of up to $400 million, of which $109 million remained as of September 30, 2007, of the Company’s outstanding stock in the open market or through privately negotiated transactions, subject to the terms of the Company’s debt agreements, market conditions, the Compan’s ability to generate operating cash flow, alternative uses of operating cash flow (including the reduction of indebtedness), and other factors. The Company is not obligated to acquire any shares of common stock and the share repurchase plan may be suspended or terminated at any time at the Company’s discretion. The repurchased shares are expected to be used for the Company’s stock-based benefit plans, as required, and for other general corporate purposes.

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Crown Holdings, Inc.

Item 6. Exhibits

a)	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.

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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:  October 31, 2007

48

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:   October 29, 2007	/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:   October 29, 2007	/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 September 30, 2007 (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:  October 29, 2007	/s/ John W. Conway
	John W. Conway
	Chairman of the Board,
	President and Chief Executive Officer
Date:  October 29, 2007	/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.