10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-K

(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2013

[ ] 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)

Registrant’s telephone number, including area code: 215-698-5100

____________________

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

Title of each class	Name of each exchange on which registered
Common Stock $5.00 Par Value	New York Stock Exchange
7  3/8% Debentures Due 2026	New York Stock Exchange
7  1/2% Debentures Due 2096	New York Stock Exchange

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE

(Title of Class)

____________________

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  [X]    No [ ]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.    Yes [ ]    No  [X]

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 filings requirements for the past 90 days.    Yes  [X]    No  [ ]

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  [X]

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

Large accelerated filer	[X]	Accelerated filer	[ ]
Non-accelerated filer	[ ] (Do not check if a smaller reporting company)	Smaller reporting company	[ ]

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

As of June 30, 2013, 140,789,829 shares of the Registrant’s Common Stock, excluding shares held in Treasury, were issued and outstanding, and the aggregate market value of such shares held by non-affiliates of the Registrant on such date was $5,790,685,667 based on the New York Stock Exchange closing price for such shares on that date.

As of February 24, 2014, 138,384,712 shares of the Registrant’s Common Stock were issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Document	Parts Into Which Incorporated
Proxy Statement for the Annual Meeting of Shareholders to be held April 24, 2014	Part III to the extent described therein

Crown Holdings, Inc.

2013 FORM 10-K ANNUAL REPORT

TABLE OF CONTENTS

	PART I
Item 1	Business	1
Item 1A	Risk Factors	6
Item 1B	Unresolved Staff Comments	20
Item 2	Properties	20
Item 3	Legal Proceedings	22
Item 4	Mine Safety Disclosures	22
	PART II
Item 5	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	22
Item 6	Selected Financial Data	25
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
Item 7A	Quantitative and Qualitative Disclosures About Market Risk	41
Item 8	Financial Statements and Supplementary Data	42
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	110
Item 9A	Controls and Procedures	110
Item 9B	Other Information	111
	PART III
Item 10	Directors, Executive Officers and Corporate Governance	111
Item 11	Executive Compensation	111
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	111
Item 13	Certain Relationships and Related Transactions, and Director Independence	112
Item 14	Principal Accounting Fees and Services	112
	PART IV
Item 15	Exhibits and Financial Statement Schedules	113
SIGNATURES		119

Crown Holdings, Inc.

PART I

ITEM 1. BUSINESS

Crown Holdings, Inc. (the “Company” or the “Registrant”) (where the context requires, the “Company” shall include reference to the Company and its consolidated subsidiary companies) is a Pennsylvania corporation.

The Company is a worldwide leader in the design, manufacture and sale of packaging products for consumer goods. The Company’s primary products include steel and aluminum cans for food, beverage, household and other consumer products and metal vacuum closures and caps. These products are manufactured in the Company’s plants both within and outside the U.S. and are sold through the Company’s sales organization to the soft drink, food, citrus, brewing, household products, personal care and various other industries. At December 31, 2013, the Company operated 147 plants along with sales and service facilities throughout 40 countries and had approximately 21,300 employees. Consolidated net sales for the Company in 2013 were $8.7 billion with 74% derived from operations outside the U.S.

DIVISIONS AND OPERATING SEGMENTS

The Company’s business is organized geographically within three divisions, Americas, Europe and Asia Pacific. Within each Division, the Company is generally organized along product lines. The Company’s reportable segments within the Americas Division are Americas Beverage and North America Food. The Company’s reportable segments within the European Division are European Beverage and European Food. The Company's Asia Pacific Division is a reportable segment which primarily consists of beverage can operations and also includes the Company's non-beverage can operations, primarily food cans and specialty packaging. The Company's non-reportable segments include its European Specialty Packaging business, its aerosol can businesses in North America and Europe and its tooling and equipment operations in the U.S. and United Kingdom.

Financial information concerning the Company’s operating segments is set forth within “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Annual Report and under Note X to the consolidated financial statements.

AMERICAS DIVISION

The Americas Division includes operations in the U.S., Brazil, Canada, the Caribbean, Colombia and Mexico. These operations manufacture beverage, food and aerosol cans and ends, specialty packaging and metal vacuum closures and caps. At December 31, 2013, the division operated 45 plants in 8 countries and had approximately 5,400 employees. In 2013, the Americas Division had net sales of $3.4 billion.

Americas Beverage

The Americas Beverage segment manufactures aluminum beverage cans and ends and steel crowns in the U.S., Brazil, Canada, Colombia and Mexico. Americas Beverage had net sales in 2013 of $2.3 billion and segment income (as defined under Note X to the consolidated financial statements) of $327 million.

North America Food

The North America Food segment manufactures steel and aluminum food cans and ends and metal vacuum closures in the U.S. and Canada. North America Food had net sales in 2013 of $845 million and segment income (as defined under Note X to the consolidated financial statements) of $119 million.

EUROPEAN DIVISION

The European Division includes operations in Eastern and Western Europe, the Middle East and North Africa. These operations manufacture beverage, food and aerosol cans and ends, specialty packaging and metal vacuum closures and caps. At December 31, 2013, the division operated 70 plants in 26 countries and had approximately 10,900 employees. Net sales in 2013 were $4.0 billion. Within the European Division, net sales in the United Kingdom were $759 million and in France were $547 million in 2013.

Crown Holdings, Inc.

European Beverage

The European Beverage segment manufactures steel and aluminum beverage cans and ends in Europe, the Middle East and North Africa. European Beverage had net sales in 2013 of $1.7 billion and segment income (as defined under Note X to the consolidated financial statements) of $257 million.

European Food

The European Food segment manufactures steel and aluminum food cans and ends, and metal vacuum closures, in Europe and Africa. European Food had net sales in 2013 of $1.8 billion and segment income (as defined under Note X to the consolidated financial statements) of $144 million.

ASIA PACIFIC DIVISION

The Asia Pacific Division is a reportable segment which primarily consists of beverage can operations in Cambodia, China, Malaysia, Singapore, Thailand and Vietnam and also includes the Company's non-beverage can operations, primarily food cans and specialty packaging in China, Singapore, Thailand and Vietnam. At December 31, 2013, the division operated 30 plants in 6 countries and had 4,400 employees. Net sales in 2013 were $1.2 billion.

PRODUCTS

Beverage Cans

The Company supplies beverage cans and ends and other packaging products to a variety of beverage and beer companies, including Anheuser-Busch InBev, Carlsberg, Coca-Cola, Cott Beverages, Dr Pepper Snapple Group, Heineken, National Beverage and Pepsi-Cola, among others. The Company’s beverage can business is built around local, regional and global markets, which has served to develop the Company’s understanding of global consumer expectations.

The beverage market is dynamic and highly competitive, with each packaging manufacturer working together with its customers to satisfy consumers’ ever-changing needs. The Company competes by offering its customers broad market knowledge, resources at all levels of its worldwide organization and extensive research and development capabilities that have enabled the Company to provide its customers with innovative products. The Company meets its customers’ beverage packaging needs with an array of two-piece beverage cans and ends and metal bottle caps. Innovations include the SuperEnd® beverage can end, shaped beverage cans which include size differentiation, such as, slim line cans for low calorie products or larger sizes for high volume consumption. The Company expects to continue to add capacity in many of the growth markets around the world.

Beverage can manufacturing is capital intensive, requiring significant investment in tools and machinery. The Company seeks to effectively manage its invested capital and is continuing its efforts to reduce can and end diameter, lighten the metal content of its cans, reduce non-metal costs and water and energy usage while improving production processes.

Food Cans and Closures

The Company manufactures a variety of food cans and ends, including two- piece and three-piece cans in numerous shapes and sizes, and sells food cans to food marketers such as Bonduelle, Cecab, Mars, Simmons Foods, Nestlé, Princes Group and Stockmeyer, among others. The Company offers a wide variety of metal vacuum closures and sealing equipment solutions to leading marketers such as Abbot Laboratories, Danone, H. J. Heinz, Nestlé, Premier Foods, and Unilever, among others, from a network of metal vacuum closure plants around the world. The Company supplies total packaging solutions, including metal and composite closures, capping systems and services while working closely with customers, retailers and glass and plastic container manufacturers to develop innovative closure solutions and meet customer requirements.

Technologies used to produce food cans include three-piece welded, two-piece drawn and wall-ironed and two-piece drawn and redrawn. The Company also offers its LIFTOFF™ series of food ends, including its Easylift™ full aperture steel food can ends, and PeelSeam™, a flexible aluminum foil laminated end. The Company offers expertise in closure design and decoration, ranging from quality printing of the closure in up to nine colors, to inside-the-cap printing, which offers customers new promotional possibilities, to better product protection through Ideal Closures™, Orbit™ and Superplus™. The Company’s commitment to innovation has led to developments in packaging materials, surface finishes, can shaping, lithography, filling, retorting, sealing

and opening techniques and environmental performance. The Company manufactures easy open, vacuum and conventional ends

for a variety of heat-processed and dry food products including fruits and vegetables, meat and seafood, soups, ready-made meals, infant formula, coffee and pet food.

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Crown Holdings, Inc.

Aerosol Cans

The Company’s customers for aerosol cans and ends include manufacturers of personal care, food, household and industrial products, including Colgate Palmolive, KIK Custom, Procter & Gamble, SC Johnson and Unilever, among others. The aerosol can business is highly competitive. The Company competes by offering its customers a broad range of products including multiple sizes, multiple color schemes and shaped packaging.

Specialty Packaging

The Company’s specialty packaging business is primarily located in Europe and Asia. The Company produces a wide variety of specialty containers with numerous lid and closure variations. The Company’s specialty packaging customers include Abbott Laboratories, Akzo Nobel, Britvic, Kraft, Mars, Nestlé, Nippon Paints, PPG, Tikkurlia Oy and United Biscuits, among others.

SALES AND DISTRIBUTION

Global marketers qualify suppliers on the basis of their ability to provide global service, innovative designs and technologies in a cost-effective manner.

With its global reach, the Company markets and sells products to customers through its own sales and marketing staffs. In some instances, contracts with customers are centrally negotiated, but products are ordered through and distributed directly by the Company’s local facilities. The Company’s facilities are generally located in proximity to their respective major customers. The Company works closely with customers in order to develop new business and to extend the terms of its existing contracts.

Many customers provide the Company with quarterly or annual estimates of product requirements along with related quantities pursuant to which periodic commitments are given. Such estimates assist the Company in managing production and controlling use of working capital. The Company schedules its production to meet customer requirements. Because the production time for the Company’s products is short, any backlog of customer orders in relation to overall sales is not significant.

SEASONALITY

The food packaging business is somewhat seasonal with the first quarter tending to be the slowest period as the autumn packing period in the Northern Hemisphere has ended and new crops are not yet planted. The industry generally enters its busiest period in the third quarter when the majority of fruits and vegetables are harvested. Due to this seasonality, inventory levels increase in the first half of the year to meet peak demand in the second and third quarters. Weather represents a substantial uncertainty in the yield of food products and is a major factor in determining the demand for food cans in any given year. Generally, beverage products are consumed in greater amounts during the warmer months of the year in the Northern Hemisphere and sales and earnings have generally been higher in the second and third quarters of the calendar year.

The Company’s other businesses primarily include aerosol and specialty packaging and canmaking equipment, which tend not to be as significantly affected by seasonal variations.

COMPETITION

Most of the Company’s products are sold in highly competitive markets, primarily based on price, quality, service and performance. The Company competes with other packaging manufacturers as well as with fillers, food processors and packers, some of whom manufacture containers for their own use and for sale to others. The Company’s competitors include, but are not limited to, Ardagh Group, Ball Corporation, BWAY Corporation, Can-Pack S.A., Metal Container Corporation, Mivisa Envases S.A.U., Rexam PLC, Silgan Holdings Inc. and Toyo Seikan Group.

CUSTOMERS

The Company’s largest customers consist of many of the leading manufacturers and marketers of packaged consumer products in the world. Consolidation trends among beverage and food marketers have led to a concentrated customer base. The Company’s top ten global customers represented in the aggregate 29% of its 2013 net sales. In each of the years in the period 2011 through

2013, no one customer of the Company accounted for more than ten percent of the Company’s net sales. Each operating segment of the Company has major customers and the loss of one or more of these major customers could have a material adverse effect on an individual segment or the Company as a whole. Major customers include those listed above under the Products discussion. In addition to sales to Coca-Cola and Pepsi-Cola, the Company also supplies independent licensees of Coca-Cola and Pepsi-Cola.

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Crown Holdings, Inc.

RESEARCH AND DEVELOPMENT

The Company's principal Research, Development & Engineering (RD&E) Centers are located in Alsip, Illinois and Wantage, England. The Company utilizes its centralized RD&E capabilities to advance and deliver technologies for the Company's worldwide packaging activities that (1) promote development of value-added metal packaging systems for its customers, (2) design cost-efficient manufacturing processes, systems and materials that further the sustainability of metal packaging, (3) provide continuous quality and/or production efficiency improvements in its manufacturing facilities, (4) advance customer and vendor relationships, and (5) provide value-added engineering services and technical support. These capabilities facilitate (1) the identification of new and/or expanded market opportunities by working directly with customers to develop new packaging products or enhance existing packaging products through the application of new technologies that better differentiate our customers' products in the retail environment (for example, the creation of new packaging shapes or novel decoration methods) and/or the incorporation of consumer-valued features (for example, improved openability and ease of use) and (2) the reduction of manufacturing costs by reducing the material content of the Company's products (while retaining necessary performance characteristics), reducing spoilage, and increasing operating efficiencies in our manufacturing facilities.

The Company maintains a substantial portfolio of patents and other intellectual property (IP) in the field of metal packaging systems and seeks strategic partnerships to extend its IP in existing and emerging markets. As a result, the Company has licensed IP in geographic regions where the Company has a limited market presence today. Existing technologies such as SuperEnd® beverage ends, the 360 End™ beverage end and can shaping have been licensed in Australia, Japan, and Africa to provide customers with more global access to Crown's brand building innovations.

The Company spent $36 million in 2013, $43 million in 2012, and $43 million in 2011 in its centralized RD&E activities. Certain of these activities are expected to improve and expand the Company's product lines in the future. These expenditures include methods developed within the Company's RD&E facilities to improve manufacturing efficiencies, reduce unit costs, and develop new and improved value-added packaging systems. These expenditures do not include related product and process developments occurring within the Company's decentralized business units.

MATERIALS AND SUPPLIERS

The Company uses various raw materials, primarily aluminum and steel, in its manufacturing operations. In general, these raw materials are purchased in highly competitive, price-sensitive markets which have historically exhibited price and demand cyclicality. These and other materials used in the manufacturing process have historically been available in adequate supply from multiple sources.

Generally, the Company’s principal raw materials are obtained from the major suppliers in the countries in which it operates plants. Some plants in less developed countries, which do not have local mills, obtain raw materials from nearby, more developed countries. The Company has agreements for what it considers adequate supplies of raw materials. However, sufficient quantities may not be available in the future due to, among other things, shortages due to excessive demand, weather or other factors, including disruptions in supply caused by raw material transportation or production delays. From time to time, some of the raw materials have been in short supply but, to date, these shortages have not had a significant impact on the Company’s operations.

In 2013, consumption of steel and aluminum represented 25% and 39%, respectively, of consolidated cost of products sold, excluding depreciation and amortization. Due to the significance of these raw materials to overall cost of products sold, raw material efficiency is a critical cost component of the products manufactured. Supplier consolidations, changes in ownership, government regulations, political unrest and increased demand for raw materials in the packaging and other industries, among other risk factors, provide uncertainty as to the availability of and the level of prices at which the Company might be able to source such raw materials in the future. Moreover, the prices of aluminum and steel can be subject to significant volatility. The Company’s raw material supply contracts vary as to terms and duration, with steel contracts typically one year in duration with fixed prices or set repricing dates, and aluminum contracts typically multi-year in duration with fluctuating prices based on aluminum ingot costs. The Company generally attempts to mitigate its steel and aluminum price risk by matching its purchase obligations with its sales agreements; however, there can be no assurance that the Company will be able to fully mitigate that risk.

The Company, in agreement with customers in many cases, also uses commodity and foreign currency forwards in an attempt to manage its exposure to aluminum price volatility.

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Crown Holdings, Inc.

There can be no assurance that the Company will be able to fully recover from its customers the impact of aluminum and steel price increases or that the use of derivative instruments will effectively manage the Company’s exposure to price volatility. In addition, if the Company is unable to purchase steel and aluminum for a significant period of time, its operations would be disrupted and if the Company were unable to fully recover the higher cost of steel and aluminum, its financial results may be adversely affected. The Company continues to monitor this situation and the effect on its operations. As a result of continuing global supply and demand pressures, other commodity-related costs affecting the Company’s business may increase as well, including natural gas, electricity and freight-related costs. The Company will attempt to increase prices on its products accordingly in order to recover these costs.

In response to the volatility of raw material prices, ongoing productivity and cost reduction efforts in recent years have focused on improving raw material cost management.

The Company’s manufacturing facilities are dependent, in varying degrees, upon the availability of water and processed energy, such as natural gas and electricity. Certain of these may become difficult or impossible to obtain on acceptable terms due to external factors which could increase the Company’s costs or interrupt its business.

Aluminum and steel, by their very nature, can be recycled at high effectiveness and can be repeatedly reused to form new consumer packaging with minimal or no degradation in performance, quality or safety. By recycling these metals, large amounts of energy can be saved and significant water use and carbon dioxide emissions avoided.

SUSTAINABILITY AND ENVIRONMENTAL, HEALTH AND SAFETY MATTERS

The Company’s operations are subject to numerous laws and regulations governing the protection of the environment, disposal of waste, discharges into water, emissions into the atmosphere and the protection of employee health and safety. Future regulations may impose stricter environmental requirements on the packaging industry and may require additional capital investment. Anticipated future restrictions in some jurisdictions on the use of certain coatings may require the Company to employ additional control equipment or process modifications. The Company has a Corporate Sustainability Policy and a Corporate Environmental Protection Policy. Environmental awareness is a key component of sustainability. Environmental considerations are among the criteria by which the Company evaluates projects, products, processes and purchases. The Company is committed to continuous improvement in product design and manufacturing practices to provide the best outcome for the human and natural environment, both now and in the future. By reducing the per-unit amount of raw materials used in manufacturing its products, the Company can significantly reduce the amount of energy, water and other resources and associated emissions necessary to manufacture metal containers. The Company aims to continue that process of improvement in its manufacturing process to assure that consumers and the environment are best served through the use of metal packaging. The Company is also committed to providing a safe work environment for its employees through programs that emphasize safety awareness and the elimination of injuries and incidents.

There can be no assurance that current or future environmental laws or liabilities will not have a material effect on the Company’s financial condition, liquidity or results of operations. Discussion of the Company’s environmental matters is contained within “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Annual Report under the caption “Environmental Matters,” and under Note L to the consolidated financial statements.

WORKING CAPITAL

The Company generally uses cash during the first nine months of the year to finance seasonal working capital needs. The Company’s working capital requirements are funded by cash flows from operations, revolving credit facilities and receivables securitization and factoring programs.

Further information relating to the Company’s liquidity and capital resources is set forth within “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Annual Report under the caption “Liquidity” and under Note Q to the consolidated financial statements.

Collection and payment periods tend to be longer for some of the Company’s operations located outside the U.S. due to local business practices.

EMPLOYEES

At December 31, 2013, the Company had approximately 21,300 employees. Collective bargaining agreements with varying terms and expiration dates cover approximately 13,500 employees. The Company does not expect that renegotiation of the agreements expiring in 2014 will have a material adverse effect on its consolidated results of operations, financial position or cash flow.

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Crown Holdings, Inc.

AVAILABLE INFORMATION

The Company’s internet website address is www.crowncork.com. Information on the Company’s website is not incorporated by reference in this Annual Report on Form 10-K. The Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and all amendments to those reports filed by the Company with the U.S. Securities and Exchange Commission pursuant to sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended, are accessible free of charge through the Company’s website as soon as reasonably practicable after the documents are filed with, or otherwise furnished to, the U. S. Securities and Exchange Commission. The Company’s SEC filings are also available for reading and copying at the SEC’s Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. Information on the operation of the Public Reference room may be obtained by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an internet site (http://www.sec.gov) containing reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

The Company’s Code of Business Conduct and Ethics, its Corporate Governance Guidelines, and the charters of its Audit, Compensation and Nominating and Corporate Governance committees are available on the Company’s website. These documents are also available in print to any shareholder who requests them. Amendments to and waivers of the Code of Business Conduct and Ethics requiring disclosure under applicable SEC rules will be disclosed on the Company's website.

ITEM 1A. RISK FACTORS

In addition to factors discussed elsewhere in this Annual Report and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” the following are some of the important factors that could materially and adversely affect the Company’s business, financial condition and results of operations.

The Company's international operations, which generated approximately 74% of its consolidated net sales in 2013, are subject to various risks that may lead to decreases in its financial results.

The Company is an international company, and the risks associated with operating in foreign countries may have a negative impact on the Company's liquidity and net income. The Company's international operations generated approximately 74%, 73% and 73%, of its consolidated net sales in the years ended 2013, 2012 and 2011, respectively. The consummation of the Company's pending acquisition of Mivisa would increase sales generated by international operations. In addition, the Company's business strategy includes continued expansion of international activities, including within developing markets and areas, such as Asia, Eastern Europe, the Middle East and South America, that may pose greater risk of political or economic instability. Approximately 34% 32% and 30% of the Company's consolidated net sales in the years ended 2013, 2012 and 2011, respectively, were generated outside of the developed markets in Western Europe, the United States and Canada. Furthermore, if the current European sovereign debt crisis continues or further deteriorates, there will likely be a negative effect on the Company's European business, as well as the businesses of the Company's European customers and suppliers. If this crisis ultimately leads to a significant devaluation of the euro, the value of the Company's financial assets that are denominated in euros would be significantly reduced when translated to U.S. dollars for financial reporting purposes. Any of these conditions could ultimately harm the Company's overall business, prospects, operating results, financial condition and cash flows and such harm may be more pronounced if the Company expands in Western Europe through potential acquisitions or otherwise.

Emerging markets are a focus of the Company's international growth strategy. The developing nature of these markets and the nature of the Company's international operations generally are subject to various risks, including:

• foreign government's restrictive trade policies;

• inconsistent product regulation or policy changes by foreign agencies or governments;

• duties, taxes or government royalties, including the imposition or increase of withholding and other taxes on remittances and other payments by non-U.S. subsidiaries;

• customs, import/export and other trade compliance regulations;

• foreign exchange rate risks;

• difficulty in collecting international accounts receivable and potentially longer payment cycles;

• increased costs in maintaining international manufacturing and marketing efforts;

• non-tariff barriers and higher duty rates;

• difficulties associated with expatriating cash generated or held abroad in a tax-efficient manner and changes in tax laws;

• difficulties in enforcement of contractual obligations and intellectual property rights and difficulties in protecting intellectual property or sensitive commercial and operations data or information technology systems generally;

• exchange controls;

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Crown Holdings, Inc.

• national and regional labor strikes;

• the geographic, language and cultural differences between personnel in different areas of the world;

• high social benefit costs for labor, including costs associated with restructurings;

• civil unrest or political, social, legal and economic instability, such as recent political turmoil in the Middle East;

• product boycotts, including with respect to the products of the Company's multi-national customers;

• customer, supplier, and investor concerns regarding operations in areas such as the Middle East;

• taking of property by nationalization or expropriation without fair compensation;

• imposition of limitations on conversions of foreign currencies into dollars or payment of dividends and other payments by non-U.S. subsidiaries;

• hyperinflation and currency devaluation in certain foreign countries where such currency devaluation could affect the amount of cash generated by operations in those countries and thereby affect the Company's ability to satisfy its obligations;

• war, civil disturbance, global or regional catastrophic events, natural disasters, such as flooding in Southeast Asia, widespread outbreaks of infectious diseases, including in emerging markets, and acts of terrorism;

• geographical concentration of the Company's factories and operations and regional shifts in its customer base;

• periodic health epidemic concerns; and

• the complexity of managing global operations.

There can be no guarantee that a deterioration of economic conditions in countries in which the Company operates or may seek to operate in the future would not have a material impact on the Company's results of operations.

As the Company seeks to expand its business globally, growth opportunities may be impacted by greater political, economic and social uncertainty and the continuing and accelerating globalization of businesses could significantly change the dynamics of the Company's competition, customer base and product offerings.

The Company's efforts to grow its businesses depend to a large extent upon access to, and its success in developing market share and operating profitably in, additional geographic markets including but not limited to Asia, Eastern Europe, the Middle East and South America. In some cases, countries in these regions have greater political and economic volatility, greater vulnerability to infrastructure and labor disruptions and differing local customer product preferences and requirements than the Company's other markets. Operating and seeking to expand business in a number of different regions and countries exposes the Company to multiple and potentially conflicting cultural practices, business practices and legal and regulatory requirements that are subject to change, including those related to tariffs and trade barriers, investments, property ownership rights, taxation and repatriation of earnings and advanced technologies. Such expansion efforts may also use capital and other resources of the Company that could be invested in other areas. Expanding business operations globally also increases exposure to currency fluctuations which can materially affect the Company's financial results. As these emerging geographic markets become more important to the Company, its competitors are also seeking to expand their production capacities and sales in these same markets, which may lead to industry overcapacity that could adversely affect pricing, volumes and financial results in such markets. Although the Company is taking measures to adapt to these changing circumstances, the Company's reputation and/or business results could be negatively affected should these efforts prove unsuccessful.

The Company may not be able to manage its anticipated growth, and it may experience constraints or inefficiencies caused by unanticipated acceleration and deceleration of customer demand.

Unanticipated acceleration and deceleration of customer demand for the Company's products may result in constraints or inefficiencies related to the Company's manufacturing, sales force, implementation resources and administrative infrastructure, particularly in emerging markets where the Company is seeking to expand production. Such constraints or inefficiencies may adversely affect the Company as a result of delays, lost potential product sales or loss of current or potential customers due to their dissatisfaction. Similarly, over-expansion, including as a result of overcapacity due to expansion by the Company's competitors, or investments in anticipation of growth that does not materialize, or develops more slowly than the Company expects, could harm the Company's financial results and result in overcapacity.

To manage the Company's anticipated future growth effectively, the Company must continue to enhance its manufacturing capabilities and operations, information technology infrastructure, and financial and accounting systems and controls. Organizational growth and scale-up of operations could strain its existing managerial, operational, financial and other resources. The Company's growth requires significant capital expenditures and may divert financial resources from other projects, such as the development of new products or enhancements of existing products or reduction of the Company's outstanding indebtedness.

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Crown Holdings, Inc.

If the Company's management is unable to effectively manage the Company's growth, its expenses may increase more than expected, its revenue could grow more slowly than expected and it may not be able to achieve its research and development and production goals. The Company's failure to manage its anticipated growth effectively could have a material effect on its business, operating results or financial condition.

The Company's profits will decline if the price of raw materials or energy rises and it cannot increase the price of its products, and the Company's financial results could be adversely affected if the Company was not able to obtain sufficient quantities of raw materials.

The Company uses various raw materials, such as steel, aluminum, tin, water, natural gas, electricity and other processed energy, in its manufacturing operations. Sufficient quantities of these raw materials may not be available in the future or may be available only at increased prices. The Company's raw material supply contracts vary as to terms and duration, with steel contracts typically one year in duration with fixed prices and aluminum contracts typically multi-year in duration with fluctuating prices based on aluminum ingot costs. The availability of various raw materials and their prices depends on global and local supply and demand forces, governmental regulations (including tariffs), level of production, resource availability, transportation, and other factors, including natural disasters such as floods and earthquakes. In particular, in recent years the consolidation of steel suppliers, shortage of raw materials affecting the production of steel and the increased global demand for steel, including in China and other developing countries, have contributed to an overall tighter supply for steel, resulting in increased steel prices and, in some cases, special surcharges and allocated cut backs of products by steel suppliers. In addition, future steel supply contracts may provide for prices that fluctuate or adjust rather than provide a fixed price during a one-year period. As a result of continuing global supply and demand pressures, other commodity-related costs affecting its business may increase as well, including natural gas, electricity and freight-related costs.

The prices of certain raw materials used by the Company, such as steel, aluminum and processed energy, have historically been subject to volatility. In 2013, consumption of steel and aluminum represented 25% and 39%, respectively, of the Company's consolidated cost of products sold, excluding depreciation and amortization. While certain, but not all, of the Company's contracts pass through raw material costs to customers, the Company may be unable to increase its prices to offset increases in raw material costs without suffering reductions in unit volume, revenue and operating income. In addition, any price increases may take effect after related cost increases, reducing operating income in the near term. Significant increases in raw material costs may increase the Company's working capital requirements, which may increase the Company's average outstanding indebtedness and interest expense and may exceed the amounts available under the Company's senior secured credit facilities and other sources of liquidity. In addition, the Company hedges raw material costs on behalf of certain customers and may suffer losses if such customers are unable to satisfy their purchase obligations.

If the Company is unable to purchase steel, aluminum or other raw materials for a significant period of time, the Company's operations would be disrupted and any such disruption may adversely affect the Company's financial results. If customers believe that the Company's competitors have greater access to raw materials, perceived certainty of supply at the Company's competitors may put the Company at a competitive disadvantage regarding pricing and product volumes.

The substantial indebtedness of the Company could prevent it from fulfilling its obligations under its indebtedness.

The Company has substantial outstanding indebtedness. As a result of the Company's substantial indebtedness, a significant portion of the Company's cash flow will be required to pay interest and principal on its outstanding indebtedness, and the Company may not generate sufficient cash flow from operations, or have future borrowings available under its senior secured credit facilities, to enable it to repay its indebtedness or to fund other liquidity needs. In addition, the consummation of the Company's pending acquisition of Mivisa would increase the Company's indebtedness. As of December 31, 2013, the Company and its subsidiaries had approximately $3.8 billion of indebtedness. The Company's ratio of earnings to fixed charges was 3.2 times for the year ended December 31, 2013.

The Company’s current sources of liquidity and borrowings expire or mature as follows: its $200 million North American securitization facility in December 2015; its €110 million ($151 million at December 31, 2013) European securitization facility in July 2017; its €500 million ($688 million at December 31, 2013) 7.125% senior notes in August 2018; its $1,200 million revolving credit facilities in December 2018; its $700 million 6.25% senior notes in February 2021; its $1,000 million 4.50% senior notes in January 2023; its $350 million 7.375% senior notes in December 2026; its $64 million 7.5% senior notes in December 2096; and $363 million of other indebtedness in various currencies at various dates through 2020. In addition the Company’s term loan facilities mature as follows: $18 million in December 2015, $37 million in in December 2016, $56 million in December 2017 and $260 million in December 2018.

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Crown Holdings, Inc.

The substantial indebtedness of the Company could:

• increase the Company's vulnerability to general adverse economic and industry conditions, including rising interest rates;

• restrict the Company from making strategic acquisitions or exploiting business opportunities, including any planned expansion in emerging markets;

• limit the Company's ability to make capital expenditures both domestically and internationally in order to grow the Company's business or maintain manufacturing plants in good working order and repair;

• limit, along with the financial and other restrictive covenants under the Company's indebtedness, the Company's ability to obtain additional financing, dispose of assets or pay cash dividends;

• require the Company to dedicate a substantial portion of its cash flow from operations to service its indebtedness, thereby reducing the availability of its cash flow to fund future working capital, capital expenditures, research and development expenditures and other general corporate requirements;

• require the Company to sell assets used in its business;

• limit the Company's ability to refinance its existing indebtedness, particularly during periods of adverse credit market conditions when refinancing indebtedness may not be available under interest rates and other terms acceptable to the Company or at all;

• increase the Company's cost of borrowing;

• limit the Company's flexibility in planning for, or reacting to, changes in its business and the industry in which it operates; and

• place the Company at a competitive disadvantage compared to its competitors that have less debt.

If its financial condition, operating results and liquidity deteriorate, the Company's creditors may restrict its ability to obtain future financing and its suppliers could require prepayment or cash on delivery rather than extend credit which could further diminish the Company's ability to generate cash flows from operations sufficient to service its debt obligations. In addition, the Company's ability to make payments on and refinance its debt and to fund its operations will depend on the Company's ability to generate cash in the future.

Some of the Company's indebtedness is subject to floating interest rates, which would result in the Company's interest expense increasing if interest rates rise.

As of December 31, 2013, approximately $850 million of the Company's $3.8 billion of total indebtedness and other outstanding obligations were subject to floating interest rates. Changes in economic conditions could result in higher interest rates, thereby increasing the Company's interest expense and reducing funds available for operations or other purposes. The Company's annual interest expense was $236 million, $226 million and $232 million for 2013, 2012 and 2011, respectively. Based on the amount of variable rate debt outstanding at December 31, 2013, a 1% increase in variable interest rates would increase its annual interest expense by $8.5 million. Accordingly, the Company may experience economic losses and a negative impact on earnings as a result of interest rate fluctuation. The actual effect of a 1% increase could be more than $8.5 million as the Company's average borrowings on its variable rate debt may be higher during the year than the amount at December 31, 2013. In addition, the cost of the Company's securitization facilities would also increase with an increase in floating interest rates. Although the Company may use interest rate protection agreements from time to time to reduce its exposure to interest rate fluctuations in some cases, it may not elect or have the ability to implement hedges or, if it does implement them, there can be no assurance that such agreements will achieve the desired effect. See “Management's Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources-Market Risk” in the Company's Annual Report on Form 10-K for the year ended December 31, 2013, and “Quantitative and Qualitative Disclosures About Market Risk” in this report.

Notwithstanding the Company's current indebtedness levels and restrictive covenants, the Company may still be able to incur substantial additional debt or make certain restricted payments, which could exacerbate the risks described above.

The Company may be able to incur additional debt in the future, including in connection with acquisitions or joint ventures. Although the Company's senior secured credit facilities and indentures governing its outstanding notes contain restrictions on the Company's ability to incur indebtedness, those restrictions are subject to a number of exceptions, and, under certain circumstances, indebtedness incurred in compliance with these restrictions could be substantial. The Company may also consider investments in joint ventures or acquisitions or increased capital expenditures, which may increase the Company's indebtedness. Moreover, although the Company's senior secured credit facilities and indentures governing its outstanding notes contain restrictions on the Company's ability to make restricted payments, including the declaration and payment of dividends and the repurchase of the

Company's common stock, the Company is able to make such restricted payments under certain circumstances which may increase indebtedness, and the Company may in the future establish a regular dividend on the Company common stock. Adding new debt

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Crown Holdings, Inc.

to current debt levels or making otherwise restricted payments could intensify the related risks that the Company and its subsidiaries now face.

Restrictive covenants in the debt agreements governing the Company's current or future indebtedness could restrict the Company's operating flexibility.

The indentures and agreements governing the Company's senior secured credit facilities and outstanding notes contain affirmative and negative covenants that limit the ability of the Company and its subsidiaries to take certain actions. These restrictions may limit the Company's ability to operate its businesses and may prohibit or limit its ability to enhance its operations or take advantage of potential business opportunities as they arise. The Company's senior secured credit facilities require the Company to maintain specified financial ratios and satisfy other financial conditions. The agreements or indentures governing the Company's senior secured credit facilities and outstanding notes restrict, among other things, the ability of the Company and the ability of all or substantially all of its subsidiaries to:

• incur additional debt;

• pay dividends or make other distributions, repurchase capital stock, repurchase subordinated debt and make certain investments or loans;

• create liens and engage in sale and leaseback transactions;

• create restrictions on the payment of dividends and other amounts to the Company from subsidiaries;

• make loans, investments and capital expenditures;

• change accounting treatment and reporting practices;

• enter into agreements restricting the ability of a subsidiary to pay dividends to, make or repay loans to, transfer property to, or guarantee indebtedness of, the Company or any of its subsidiaries;

• sell or acquire assets, enter into leaseback transactions and merge or consolidate with or into other companies; and

• engage in transactions with affiliates.

In addition, the indentures and agreements governing the Company's outstanding notes limit, among other things, the ability of the Company to enter into certain transactions, such as mergers, consolidations, joint ventures, asset sales, sale and leaseback transactions and the pledging of assets. Furthermore, if the Company or certain of its subsidiaries experience specific kinds of changes of control, the Company's senior secured credit facilities will be due and payable and the Company will be required to offer to repurchase outstanding notes.

The breach of any of these covenants by the Company or the failure by the Company to meet any of these ratios or conditions could result in a default under any or all of such indebtedness. If a default occurs under any such indebtedness, all of the outstanding obligations thereunder could become immediately due and payable, which could result in a default under the Company's other outstanding debt and could lead to an acceleration of obligations related to the notes and other outstanding debt. The ability of the Company to comply with these covenants or indentures governing other indebtedness it may incur in the future and its outstanding notes can be affected by events beyond its control and, therefore, it may be unable to meet these ratios and conditions.

The Company is subject to the effects of fluctuations in foreign exchange rates, which may reduce its net sales and cash flow.

The Company is exposed to fluctuations in foreign currencies as a significant portion of its consolidated net sales, its costs, assets and liabilities, are denominated in currencies other than the U.S. dollar. For the years ended December 31, 2013, 2012 and 2011, the Company derived approximately 74%, 73% and 73%, respectively, of its consolidated net sales from sales in foreign currencies. In its consolidated financial statements, the Company translates local currency financial results into U.S. dollars based on average exchange rates prevailing during a reporting period. During times of a strengthening U.S. dollar, its reported international revenue and earnings will be reduced because the local currency will translate into fewer U.S. dollars. Conversely, a weakening U.S. dollar will effectively increase the dollar-equivalent of the Company's expenses and liabilities denominated in foreign currencies. The Company's foreign exchange adjustments decreased reported income before tax by $3 million in 2013 and $2 million in 2011 and increased reported income before tax by $1 million in 2012. See “Management's Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources-Market Risk” in the Company's Annual Report on Form 10-K for the year ended December 31, 2013 and “Quantitative and Qualitative Disclosures About Market Risk” in this report. Although the Company may use financial instruments such as foreign currency forwards from time to time to reduce its exposure to currency exchange rate fluctuations in some cases, it may not elect or have the ability to implement hedges or, if it does implement them, there can be no assurance that such agreements will achieve the desired effect.

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Crown Holdings, Inc.

For the year-ended December 31, 2013, a 0.10 movement in the average Euro rate (e.g., from 1.33 USD = 1 Euro to 1.23 USD = 1 Euro) would have reduced net income by $7 million.

Pending and future asbestos litigation and payments to settle asbestos-related claims could reduce the Company's cash flow and negatively impact its financial condition.

Crown Cork, a wholly-owned subsidiary of the Company, 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. In 1963, Crown Cork acquired a subsidiary that had two operating businesses, one of which is alleged to have manufactured asbestos-containing insulation products. Crown Cork believes that the business ceased manufacturing such products in 1963.

The Company recorded pre-tax charges of $32 million, $35 million and $28 million to increase its accrual for asbestos-related liabilities in 2013, 2012 and 2011, respectively. As of December 31, 2013, Crown Cork's accrual for pending and future asbestos-related claims and related legal costs was $260 million, including $221 million for unasserted claims. Crown Cork's accrual includes estimated probable costs for claims through the year 2023. Crown Cork's accrual excludes potential costs for claims beyond 2023 because the Company believes that the key assumptions underlying its accrual are subject to greater uncertainty as the projection period lengthens. Assumptions underlying the accrual include that claims for exposure to asbestos that occurred after the sale of the subsidiary's insulation business in 1964 would not be entitled to settlement payouts and that state statutes described under Note K to the Company's audited consolidated financial statements included in this Annual Report, including Texas and Pennsylvania statutes, 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.

Crown Cork had approximately 53,000 asbestos-related claims outstanding at December 31, 2013. Of these claims, approximately 16,000 claims relate to claimants alleging first exposure to asbestos after 1964 and approximately 37,000 relate to claimants alleging first exposure to asbestos before or during 1964, of which approximately 13,000 were filed in Texas, 2,000 were filed in Pennsylvania, 6,000 were filed in other states that have enacted asbestos legislation and 16,000 were filed in other states. The outstanding claims at December 31, 2013 also exclude approximately 19,000 inactive claims. Due to the passage of time, the Company considers it unlikely that the plaintiffs in these cases will pursue further action. The exclusion of these inactive claims had no effect on the calculation of the Company's accrual as the claims were filed in states where the Company's liability is limited by statute. The Company devotes significant time and expense to defend against these various claims, complaints and proceedings, and there can be no assurance that the expenses or distractions from operating the Company's businesses arising from these defenses will not increase materially.

During the year ended December 31, 2013, Crown Cork received approximately 4,000 new claims, settled or dismissed approximately 2,000 claims, and had approximately 53,000 claims outstanding at the end of the period.

On October 22, 2010, the Texas Supreme Court, in a 6-2 decision, reversed a lower court decision, Barbara Robinson v. Crown Cork & Seal Company, Inc., No. 14-04-00658-CV, Fourteenth Court of Appeals, Texas, which had upheld the dismissal of an asbestos-related case against Crown Cork. The Texas Supreme Court held that the Texas legislation was unconstitutional under the Texas Constitution when applied to asbestos-related claims pending against Crown Cork when the legislation was enacted in June of 2003. The Company believes that the decision of the Texas Supreme Court is limited to retroactive application of the Texas legislation to asbestos-related cases that were pending against Crown Cork in Texas on June 11, 2003 and therefore continues to assign no value to claims filed after June 11, 2003.

Crown Cork made cash payments of $28 million in each of the years 2013, 2012 and 2011 for asbestos-related claims including settlement payments and legal fees. These payments have reduced and any such future payments will reduce the cash flow available to Crown Cork for its business operations and debt payments.

Asbestos-related payments including defense costs may be significantly higher than those estimated by Crown Cork because the outcome of this type of litigation (and, therefore, Crown Cork's reserve) is subject to a number of assumptions and uncertainties, such as the number or size of asbestos-related claims or settlements, the number of financially viable responsible parties, the extent to which state statutes relating to asbestos liability are upheld and/or applied by the courts, Crown Cork's ability to obtain resolution without payment of asbestos-related claims by persons alleging first exposure to asbestos after 1964, and the potential impact of any pending or future asbestos-related legislation. Accordingly, Crown Cork may be required to make payments for claims substantially in excess of its accrual, which could reduce the Company's cash flow and impair its ability to satisfy its obligations. As a result of the uncertainties regarding its asbestos-related liabilities and its reduced cash flow, the ability of the Company to raise new money in the capital markets is more difficult and more costly, and the Company may not be able to access the capital markets in the future. Further information regarding Crown's Cork's asbestos-related liabilities is presented within “Management's

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Crown Holdings, Inc.

Discussion and Analysis of Financial Condition and Results of Operations” under the headings, “Provision for Asbestos” and “Critical Accounting Policies”and under Note K to the Company's audited consolidated financial statements included in this Annual Report.

The Company has significant pension plan obligations worldwide and significant unfunded postretirement obligations, which could reduce its cash flow and negatively impact its results of operations and its financial condition.

The Company sponsors various pension plans worldwide, with the largest funded plans in the U.K., U.S. and Canada. In 2013, 2012 and 2011, the Company contributed $84 million, $102 million and $404 million, respectively, to its pension plans. Pension expense was $75 million in 2013 and is expected to be $63 million in 2014. A 0.25% change in the 2014 expected rate of return assumptions would change 2014 pension expense by approximately $11 million. A 0.25% change in the discount rates assumptions as of December 31, 2013 would change 2014 pension expense by approximately $5 million. The Company may be required to accelerate the timing of its contributions under its pension plans. The actual impact of any accelerated funding will depend upon the interest rates required for determining the plan liabilities and the investment performance of plan assets. An acceleration in the timing of pension plan contributions could decrease the Company's cash available to pay its outstanding obligations and its net income and increase the Company's outstanding indebtedness.

Based on current assumptions, the Company expects to make pension contributions of $77 million in 2014, $117 million in 2015, $88 million in 2016, $92 million in 2017 and $91 in 2018 including its supplemental executive retirement plan.

The difference between pension plan obligations and assets, or the funded status of the plans, significantly affects the net periodic benefit costs of the Company's pension plans and the ongoing funding requirements of those plans. Among other factors, significant volatility in the equity markets and in the value of illiquid alternative investments, changes in discount rates, investment returns and the market value of plan assets can substantially increase the Company's future pension plan funding requirements and could have a negative impact on the Company's results of operations and profitability. See Note V to the Company's audited consolidated financial statements in this Annual Report. While its U.S. funded pension plan continues in effect, the Company continues to incur additional pension obligations. The Company's pension plan assets consist primarily of common stocks and fixed income securities and also include alternative investments such as interests in private equity and hedge funds. If the performance of plan assets does not meet the Company's assumptions or discount rates continue to decline, the underfunding of the pension plan may increase and the Company may have to contribute additional funds to the pension plan, and its pension expense may increase. In addition, the Company's supplemental executive retirement plan and retiree medical plans are unfunded.

The Company's U.S. funded pension plan is subject to the Employee Retirement Income Security Act of 1974, or ERISA. Under ERISA, the Pension Benefit Guaranty Corporation, or PBGC, has the authority to terminate an underfunded plan under certain circumstances. In the event its U.S. pension plan is terminated for any reason while the plan is underfunded, the Company will incur a liability to the PBGC that may be equal to the entire amount of the underfunding, which under certain circumstances may be senior to the notes. In addition, as of December 31, 2013 the unfunded accumulated postretirement benefit obligation, as calculated in accordance with U.S. generally accepted accounting principles, for retiree medical benefits was approximately $274 million, based on assumptions set forth under Note V to the Company's audited consolidated financial statements in this Annual Report.

Acquisitions or investments that the Company is considering, may pursue or are pending could be unsuccessful, consume significant resources and require the incurrence of additional indebtedness.

The Company is considering, and in the future may pursue acquisitions and investments that complement its existing business. In addition, the Company expects to consummate the pending acquisition of Mivisa in 2014. These pending and possible acquisitions and investments involve or may involve significant cash expenditures, debt incurrence (including the incurrence of additional indebtedness under the Company's senior secured revolving credit facilities or other secured or unsecured debt), operating losses and expenses that could have a material effect on the Company's financial condition and operating results.

In particular, if the Company incurs additional debt, the Company's liquidity and financial stability could be impaired as a result of using a significant portion of available cash or borrowing capacity to finance an acquisition. Moreover, the Company may face an increase in interest expense or financial leverage if additional debt is incurred to finance an acquisition, which may, among other things, adversely affect the Company's various financial ratios and the Company's compliance with the conditions of its existing indebtedness. In addition, such additional indebtedness may be incurred under the Company's senior secured credit facilities or otherwise secured by liens on the Company's assets.

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Crown Holdings, Inc.

Acquisitions involve numerous other risks, including:

• diversion of management time and attention;

• failures to identify material problems and liabilities of acquisition targets or to obtain sufficient indemnification rights to fully offset possible liabilities related to the acquired businesses;

• difficulties integrating the operations, technologies and personnel of the acquired businesses;

• inefficiencies and complexities that may arise due to unfamiliarity with new assets, businesses or markets;

• disruptions to the Company's ongoing business;

• inaccurate estimates of fair value made in the accounting for acquisitions and amortization of acquired intangible assets which would reduce future reported earnings;

• the inability to obtain required financing for the new acquisition or investment opportunities and the Company's existing business;

• potential loss of key employees, contractual relationships, suppliers or customers of the acquired businesses or of the Company; and

• inability to obtain required regulatory approvals.

To the extent the Company pursues an acquisition that causes it to incur unexpected costs or that fails to generate expected returns, the Company's financial position, results of operations and cash flows may be adversely affected, and the Company's ability to service its indebtedness may be negatively impacted.

Anti-takeover provisions in the Company's organizational documents and under Pennsylvania law could prevent or delay a change in control of the Company.

Provisions of Pennsylvania law and of the Company's Articles of Incorporation and By-Laws could make it more difficult for a third party to acquire control of the Company or have the effect of discouraging a third party from attempting to acquire control of the Company. The Company's Articles of Incorporation and By-Laws and Pennsylvania law include certain provisions which may be considered to be “anti-takeover” in nature because they may have the effect of discouraging or making more difficult the acquisition of control over the Company by means of a hostile tender offer, exchange offer, proxy contest or similar transaction. For example, the Company's Articles and By-Laws or Pennsylvania law:

• provide that shareholders may not act by written consent in lieu of a shareholder meeting;

• do not permit shareholders to call a special meeting of shareholders;

• limit the ability of shareholders to modify the authority of the Company's Board of Directors or create a committee on the Board of Directors by amending the By-Laws;

• limit the size of the Company's Board of Directors;

• require advance notice for shareholder business and nominations at a shareholder meeting;

• do not provide for cumulative voting by shareholders;

• authorize the issuance of “blank check” preferred shares by the Company's Board of Directors;

• impose certain requirements on business combinations that could delay for five years and impose conditions upon business combinations between an interested shareholder and the Company, unless the transaction is approved by the Company's Board of Directors;

• include a statute regarding disgorgement of profits arising from the sale of Company common stock by certain controlling shareholders following attempts to acquire control; and

• require disinterested shareholder approval of certain business combinations with interested shareholders.

These provisions are intended to protect the Company's shareholders by providing a measure of assurance that the Company's shareholders will be treated fairly in the event of an unsolicited takeover bid and by preventing a successful takeover bidder from exercising its voting control to the detriment of the other shareholders. To the extent that these provisions actually discourage a transaction, holders of the Company's common stock may not have an opportunity to dispose of part or all of their stock at a higher price than that prevailing in the market. In addition, some of these provisions make it more difficult to remove the Company's incumbent directors and officers, even if their removal would be regarded by some shareholders as desirable.

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Crown Holdings, Inc.

The Company has authorized and unissued approximately 362 million shares of common stock, including treasury shares, and 30 million shares of preferred stock. The shares of preferred stock may be issued at any time or from time to time and the board of directors has authority to fix the designations, number and voting rights, preferences, privileges, limitations, restrictions, conversion rights and other special or relative rights, if any, of any class or series of any class of preferred stock that may be desired, provided the shares of any such class or series of preferred stock shall not be entitled to more than one vote per share when voting as a class with holders of the Company's common stock. The Company no longer has a policy limiting the issuance of the preferred stock for certain corporate purposes such as corporate financings or acquisitions. One of the effects of the existence of authorized but unissued shares of the Company's common stock or preferred stock may be to enable the Company's board of directors to render it more difficult or to discourage an attempt to obtain control of the Company and thereby protect the continuity of the Company's management, which may adversely affect the market price of the Company's common stock. If in the due exercise of its fiduciary obligations, for example, the Company's board of directors were to determine that a takeover proposal were not in the Company's best interests, such shares could be issued by the board of directors without stockholder approval in one or more private placements or other transactions that might prevent, render more difficult or make more costly the completion of any attempted takeover transaction by diluting voting or other rights of the proposed acquirer or insurgent stockholder group, by creating a substantial voting bloc in institutional or other hands that might support the position of the incumbent board of directors, by effecting an acquisition that might complicate or preclude the takeover, or otherwise.

The Company's principal markets may be subject to overcapacity and intense competition, which could reduce the Company's net sales and net income.

Food and beverage cans are standardized products, allowing for relatively little differentiation among competitors. This could lead to overcapacity and price competition among food and beverage can producers, if capacity growth outpaced the growth in demand for food and beverage cans and overall manufacturing capacity exceeded demand. These market conditions could reduce product prices and contribute to declining revenue and net income and increasing debt balances. As a result of industry overcapacity and price competition, the Company may not be able to increase prices sufficiently to offset higher costs or to generate sufficient cash flow. The North American and Western Europe food and beverage can markets, in particular, are considered to be mature markets, characterized by slow growth and a sophisticated distribution system. Competitive pricing pressures, overcapacity, the failure to develop new product designs and technologies for products, as well as other factors could cause the Company to lose existing business or opportunities to generate new business and could result in decreased cash flow and net income.

The Company is subject to competition from substitute products and decreases in demand for its products, which could result in lower profits and reduced cash flows.

The Company is subject to substantial competition from producers of alternative packaging made from glass, paper, flexible materials and plastic. The Company's sales depend heavily on the volumes of sales by the Company's customers in the food and beverage markets. Changes in preferences for products and packaging by consumers of prepackaged food and beverage cans significantly influence the Company's sales. Changes in packaging by the Company's customers may require the Company to re-tool manufacturing operations, which could require material expenditures. In addition, a decrease in the costs of, or a further increase in consumer demand for, alternative packaging could result in lower profits and reduced cash flows for the Company. For example, increases in the price of aluminum and steel and decreases in the price of plastic resin, which is a petrochemical product and may fluctuate with prices in the oil and gas market, may increase substitution of plastic food and beverage containers for metal containers or increases in the price of steel may increase substitution of aluminum packaging for aerosol products. Moreover, due to its high percentage of fixed costs, the Company may be unable to maintain its gross margin at past levels if it is not able to achieve high capacity utilization rates for its production equipment. In periods of low world-wide demand for its products, the Company experiences relatively low capacity utilization rates in its operations, which can lead to reduced margins during that period and can have an adverse effect on the Company's business.

The Company's business results depend on its ability to understand its customers' specific preferences and requirements, and to develop, manufacture and market products that meet customer demand.

The Company's ability to develop new product offerings for a diverse group of global customers with differing preferences, while maintaining functionality and spurring innovation, is critical to its success. This requires a thorough understanding of the Company's existing and potential customers on a global basis, particularly in potential high growth emerging markets, including the Middle East, South America, Eastern Europe and Asia. Failure to deliver quality products that meet customer needs ahead of competitors could have a significant adverse effect on the Company's business.

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Crown Holdings, Inc.

The loss of a major customer and/or customer consolidation could reduce the Company's net sales and profitability.

Many of the Company's largest customers have acquired companies with similar or complementary product lines. This consolidation has increased the concentration of the Company's business with its largest customers. In many cases, such consolidation has been accompanied by pressure from customers for lower prices, reflecting the increase in the total volume of product purchased or the elimination of a price differential between the acquiring customer and the company acquired. Increased pricing pressures from the Company's customers may reduce the Company's net sales and net income.

The majority of the Company's sales are to companies that have leading market positions in the sale of packaged food, beverages and household products to consumers. Although no one customer accounted for more than 10% of its net sales in the years ended 2013, 2012 or 2011, the loss of any of its major customers, a reduction in the purchasing levels of these customers or an adverse change in the terms of supply agreements with these customers could reduce the Company's net sales and net income. A continued consolidation of the Company's customers could exacerbate any such loss.

The Company's business is seasonal and weather conditions could reduce the Company's net sales.

The Company manufactures packaging primarily for the food and beverage can market. Its sales can be affected by weather conditions. Due principally to the seasonal nature of the soft drink, brewing, iced tea and other beverage industries, in which demand is stronger during the summer months, sales of the Company's products have varied and are expected to vary by quarter. Shipments in the U.S. and Europe are typically greater in the second and third quarters of the year. Unseasonably cool weather can reduce consumer demand for certain beverages packaged in its containers. In addition, poor weather conditions that reduce crop yields of packaged foods can decrease customer demand for its food containers.

The Company is subject to certain restrictions that may limit its ability to make payments on its debt out of the cash reserves shown on the Company's consolidated financial statements.

The ability of the Company's subsidiaries and joint ventures to pay dividends, make distributions, provide loans or make other payments to the Company may be restricted by applicable state and foreign laws, potentially adverse tax consequences and their agreements, including agreements governing their debt.

In addition, the equity interests of the Company's joint venture partners or other shareholders in the Company's non-wholly owned subsidiaries in any dividend or other distribution made by these entities would need to be satisfied on a proportionate basis with the Company. As a result, the Company may not be able to access their cash flow to service the Company's debt and the Company cannot assure you that the amount of cash and cash flow reflected on the Company's financial statements will be fully available to the Company.

The Company is subject to costs and liabilities related to stringent environmental and health and safety standards.

Laws and regulations relating to environmental protection and health and safety may increase the Company's costs of operating and reduce its profitability. The Company's operations are subject to numerous U.S. federal and state and non-U.S. laws and regulations governing the protection of the environment, including those relating to treatment, storage and disposal of waste, the use of chemicals in the Company's products and manufacturing process, discharges into water, emissions into the atmosphere, remediation of soil and groundwater contamination and protection of employee health and safety. Future regulations may impose stricter environmental or employee safety requirements affecting the Company's operations or may impose additional requirements regarding consumer health and safety, such as potential restrictions on the use of bisphenol-A, a starting material used to produce internal and external coatings for some food, beverage, and aerosol containers and metal closures. Although the U.S. FDA currently permits the use of bisphenol-A in food packaging materials and confirmed in a January 2010 update that studies employing standardized toxicity tests have supported the safety of current low levels of human exposure to bisphenol-A, the FDA in that January 2010 update noted that more research was needed, and further suggested reasonable steps to reduce exposure to bisphenol-A. The FDA subsequently entered into a consent decree under which it agreed to issue, by March 31, 2012, a final decision on a citizen's petition requesting the agency take further regulatory steps with regard to bisphenol-A. On March 30, 2012, the FDA denied the request, responding, in part, that the appropriate course of action was to continue scientific study and review of all new evidence regarding the safety of bisphenol-A. In March 2010, the EPA issued an action plan for bisphenol-A, which includes, among other things, consideration of whether to add bisphenol-A to the chemical concern list on the basis of potential environmental effects and use of the EPA's Design for the Environment program to encourage reductions in bisphenol-A manufacturing and use. Moreover, certain U.S. Congressional bodies, states and municipalities, as well as certain foreign nations and some member states of the European Union, have considered, proposed or already passed, such as Denmark, Belgium and France, legislation banning or suspending the use of bisphenol-A in certain products or requiring warnings regarding bisphenol-A. In July 2012, the FDA

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Crown Holdings, Inc.

banned the use of bisphenol-A in baby bottles and children's drinking cups, and in July 2013, the FDA banned the use of bisphenol-A in epoxy resins that coat infant formula cans. In the fourth quarter of 2012, the French Parliament passed a law suspending the use of bisphenol-A in food packaging beginning in 2013 for food intended for children under 3 and in 2015 for all other foods. The law also includes certain product labeling requirements. In the first quarter of 2014, the European Food Safety Authority recommended that the tolerable daily intake of bisphenol-A be lowered. Further, the U.S. or additional international, federal, state or other regulatory authorities could restrict or prohibit the use of bisphenol-A in the future. For example, on April 11, 2013, the State of California declared bisphenol-A a reproductive system hazard. However, this declaration was enjoined on April 19, 2013 pending the resolution of a suit challenging the classification. If the injunction is lifted, it would trigger a requirement to include warning labels on consumer items containing bisphenol-A in excess of certain levels. In addition, recent public reports, litigation and other allegations regarding the potential health hazards of bisphenol-A could contribute to a perceived safety risk about the Company's products and adversely impact sales or otherwise disrupt the Company's business. While the Company is exploring various alternatives to the use of bisphenol-A and conversion to alternatives is underway in some applications, there can be no assurance the Company will be completely successful in its efforts or that the alternatives will not be more costly to the Company.

Also, for example, future restrictions in some jurisdictions on air emissions of volatile organic compounds and the use of certain paint and lacquering ingredients may require the Company to employ additional control equipment or process modifications. The Company's operations and properties, both in the U.S. and abroad, must comply with these laws and regulations. In addition, a number of governmental authorities in the U.S. and abroad have introduced or are contemplating enacting legal requirements, including emissions limitations, cap and trade systems or mandated changes in energy consumption, in response to the potential impacts of climate change. Given the wide range of potential future climate change regulations in the jurisdictions in which the Company operates, the potential impact to the Company's operations is uncertain. In addition, the potential impact of climate change on the Company's operations is highly uncertain. The impact of climate change may vary by geographic location and other circumstances, including weather patterns and any impact to natural resources such as water.

A number of governmental authorities both in the U.S. and abroad also have enacted, or are considering, legal requirements relating to product stewardship, including mandating recycling, the use of recycled materials and/or limitations on certain kinds of packaging materials such as plastics. In addition, some companies with packaging needs have responded to such developments, and/or to perceived environmental concerns of consumers, by using containers made in whole or in part of recycled materials. Such developments may reduce the demand for some of the Company's products, and/or increase its costs. See “Management's Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources-Environmental Matters” in this Annual Report.

The Company has a significant amount of goodwill, and if impaired in the future, would result in lower reported net income and a reduction of its net worth.

Impairment of the Company's goodwill would require write down of goodwill, which would reduce the Company's net income in the period of any such write down. At December 31, 2013, the carrying value of the Company's goodwill was $2,016 million. The Company is required to evaluate goodwill reflected on its balance sheet at least annually, or when circumstances indicate a potential impairment. If it determines that the goodwill is impaired, the Company would be required to write off a portion or all of the goodwill.

If the Company fails to retain key management and personnel, the Company may be unable to implement its business plan.

Members of the Company's senior management have extensive industry experience, and it might be difficult to find new personnel with comparable experience. Because the Company's business is highly specialized, the Company believes that it would also be difficult to replace its key technical personnel. The Company believes that its future success depends, in large part, on its experienced senior management team. Losing the services of key members of its management team could limit the Company's ability to implement its business plan. In addition, under the Company's unfunded Senior Executive Retirement Plan certain members of senior management are entitled to lump sum payments upon retirement or other termination of employment and a lump sum death benefit of five times the annual retirement benefit.

A significant portion of the Company's workforce is unionized and labor disruptions could increase the Company's costs and prevent the Company from supplying its customers.

A significant portion of the Company's workforce is unionized and a prolonged work stoppage or strike at any facility with unionized employees could increase its costs and prevent the Company from supplying its customers. In addition, upon the expiration of existing collective bargaining agreements, the Company may not reach new agreements without union action and any such new agreements may not be on terms satisfactory to the Company. Moreover, additional groups of currently non-unionized employees may seek union representation in the future. If the Company is unable to negotiate acceptable collective bargaining agreements,

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it may become subject to union-initiated work stoppages, including strikes. The National Labor Relations Board (“NLRB”) has adopted new regulations concerning the procedures for conducting employee representation elections that, if implemented, could make it significantly easier for labor organizations to prevail in elections. The regulations became effective on April 30, 2012; however, in May 2012, a federal district court found that the regulations were not properly adopted by the NLRB. The NLRB responded to the decision by suspending implementation of the regulations and has not announced if or when the regulations will again go into effect.

Failure by the Company's joint venture partners to observe their obligations could adversely affect the business and operations of the joint ventures and, in turn, the business and operations of the Company.

A portion of the Company's operations, including certain joint venture beverage can operations in Asia, the Middle East and South America, is conducted through certain joint ventures. The Company participates in these ventures with third parties. In the event that the Company's joint venture partners do not observe their obligations or are unable to commit additional capital to the joint ventures, it is possible that the affected joint venture would not be able to operate in accordance with its business plans or that the Company would have to increase its level of commitment to the joint venture.

If the Company fails to maintain an effective system of internal control, the Company may not be able to accurately report financial results or prevent fraud.

Effective internal controls are necessary to provide reliable financial reports and to assist in the effective prevention of fraud. Any inability to provide reliable financial reports or prevent fraud could harm the Company's business. The Company must annually evaluate its internal procedures to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act of 2002, which requires management and auditors to assess the effectiveness of internal controls. If the Company fails to remedy or maintain the adequacy of its internal controls, as such standards are modified, supplemented or amended from time to time, the Company could be subject to regulatory scrutiny, civil or criminal penalties or shareholder litigation.

In addition, failure to maintain adequate internal controls could result in financial statements that do not accurately reflect the Company's financial condition. There can be no assurance that the Company will be able to complete the work necessary to fully comply with the requirements of the Sarbanes-Oxley Act or that the Company's management and external auditors will continue to conclude that the Company's internal controls are effective.

The Company is subject to litigation risks which could negatively impact its operations and net income.

The Company is subject to various lawsuits and claims with respect to matters such as governmental, environmental and employee benefits laws and regulations, securities, labor, and actions arising out of the normal course of business, in addition to asbestos-related litigation described under the risk factor titled “Pending and future asbestos litigation and payments to settle asbestos-related claims could reduce the Company's cash flow and negatively impact its financial condition.” The Company is currently unable to determine the total expense or possible loss, if any, that may ultimately be incurred in the resolution of such legal proceedings. Regardless of the ultimate outcome of such legal proceedings, they could result in significant diversion of time by the Company's management. The results of the Company's pending legal proceedings, including any potential settlements, are uncertain and the outcome of these disputes may decrease its cash available for operations and investment, restrict its operations or otherwise negatively impact its business, operating results, financial condition and cash flow.

The downturn in certain global economies could have adverse effects on the Company.

The downturn in certain global economies could have significant adverse effects on the Company's operations, including as a result of any the following:

• downturns in the business or financial condition of any of the Company's key customers or suppliers, potentially resulting in customers' inability to pay the Company's invoices as they become due or at all or suppliers' failure to fulfill their commitments;

• potential losses associated with hedging activity by the Company for the benefit of the Company's customers including counterparty risk associated with such hedging activity, or cost impacts of changing suppliers;

• a decline in the fair value of the Company's pension assets or a decline in discount rates used to measure the Company's pension obligations, potentially requiring the Company to make significant additional contributions to its pension plans to meet prescribed funding levels;

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Crown Holdings, Inc.

• the deterioration of any of the lending parties under the Company's senior secured revolving credit facilities or the creditworthiness of the counterparties to the Company's derivative transactions, which could result in such parties' failure to satisfy their obligations under their arrangements with the Company;

• noncompliance with the covenants under the Company's indebtedness as a result of a weakening of the Company's financial position or results of operations; and

• the lack of currently available funding sources, which could have a negative impact upon the liquidity of the Company as well as that of its customers and suppliers.

The Company could also be adversely affected by the negative impact on economic growth resulting from the combination of federal individual income tax increases and government spending restrictions that recently came into effect in the U.S.

The Company relies on its information technology and the failure or disruption of its information technology could disrupt its operations and adversely affect its results of operations.

The Company's business increasingly relies on the successful and uninterrupted functioning of its information technology systems to process, transmit, and store electronic information. A significant portion of the communication between the Company's personnel around the world, customers, and suppliers depends on information technology. As with all large systems, the Company's information technology systems may be susceptible to damage, disruptions or shutdowns due to failures during the process of upgrading or replacing software, databases or components thereof, power outages, hardware failures, computer viruses, attacks by computer hackers, telecommunication failures, user errors or catastrophic events. In addition, security breaches could result in unauthorized disclosure of confidential information.

The concentration of processes in shared services centers means that any disruption could impact a large portion of the Company's business within the operating zones served by the affected service center. If the Company does not allocate, and effectively manage, the resources necessary to build, sustain and protect the proper technology infrastructure, the Company could be subject to transaction errors, processing inefficiencies, loss of customers, business disruptions, the loss of or damage to intellectual property through security breach, as well as potential civil liability and fines under various states' laws in which the Company does business. The Company's information technology system could also be penetrated by outside parties intent on extracting information, corrupting information or disrupting business processes. In addition, if the Company's information technology systems suffer severe damage, disruption or shutdown and the Company's business continuity plans do not effectively resolve the issues in a timely manner, the Company may lose revenue and profits as a result of its inability to timely manufacture, distribute, invoice and collect payments from its customers, and could experience delays in reporting its financial results, including with respect to the Company's operations in emerging markets. Furthermore, if the Company is unable to prevent security breaches, it may suffer financial and reputational damage because of lost or misappropriated confidential information belonging to the Company or to its customers or suppliers. Failure or disruption of these systems, or the back-up systems, for any reason could disrupt the Company's operations and negatively impact the Company's cash flows or financial condition.

Potential U.S. tax law changes could increase the Company's U.S. tax expense on its overseas earnings which could have a negative impact on its after-tax income and cash flow.

Legislative proposals may be made to reform the deferral of U.S. taxes on non-U.S. earnings, potentially significantly changing the timing and extent of taxation on the Company's unrepatriated non-U.S earnings. These reforms include, among other items, a proposal to further limit foreign tax credits and a proposal to defer interest expense deductions allocable to non-U.S earnings until earnings are repatriated. The proposal to defer interest expense deductions and other deductions for expenses could result in the Company not being able to currently deduct a significant portion of its interest expense. The proposal to defer tax deductions allocable to unrepatriated non-U.S. earnings has been set out in various draft Congressional legislative proposals in recent years which were not enacted, and at this juncture it is unclear whether these proposed tax revisions will be enacted or reintroduced by Congress, or, if enacted, what the precise scope of the revisions will be. However, depending on their content, such proposals could have a material adverse effect on the Company's after-tax income and cash flow.

Changes in accounting standards, taxation requirements and other law could negatively affect the Company's financial results.

New accounting standards or pronouncements that may become applicable to the Company from time to time, or changes in the interpretation of existing standards and pronouncements, could have a significant effect on the Company's reported results for the affected periods. The Company is also subject to income tax in the numerous jurisdictions in which the Company operates. Increases in income tax rates or other changes to tax laws could reduce the Company's after-tax income from affected jurisdictions or otherwise affect the Company's tax liability. In addition, the Company's products are subject to import and excise duties and/or

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Crown Holdings, Inc.

sales or value-added taxes in many jurisdictions in which it operates. Increases in indirect taxes could affect the Company's products' affordability and therefore reduce demand for its products.

The Company may experience significant negative effects to its business as a result of new federal, state or local taxes, increases to current taxes or other governmental regulations specifically targeted to decrease the consumption of certain types of beverages.

Public health officials and government officials have become increasingly concerned about the public health consequences associated with over-consumption of certain types of beverages, such as sugar beverages and including those sold by certain of the Company's significant customers. Possible new federal, state or local taxes, increases to current taxes or other governmental regulations specifically targeted to decrease the consumption of these beverages may significantly reduce demand for the beverages of the Company's customers, which could in turn affect demand of the Company's customers for the Company's products. For example, members of the U.S. Congress recently raised the possibility of a federal tax on the sale of certain beverages, including non-diet soft drinks, fruit drinks, teas and flavored waters. Some state governments are also considering similar taxes. If enacted, such taxes could materially adversely affect the Company's business and financial results.

The Company's senior secured credit facilities provide that certain change of control events constitute an event of default. In the event of a change of control, the Company may not be able to satisfy all of its obligations under the senior secured credit facilities or other indebtedness.

The Company may not have sufficient assets or be able to obtain sufficient third-party financing on favorable terms to satisfy all of its obligations under the Company's senior secured credit facilities or other indebtedness in the event of a change of control. The Company's senior secured credit facilities provide that certain change of control events constitute an event of default under the senior secured credit facilities. Such an event of default entitles the lenders thereunder to, among other things, cause all outstanding debt obligations under the senior secured credit facilities to become due and payable and to proceed against the collateral securing the senior secured credit facilities. Any event of default or acceleration of the senior secured credit facilities will likely also cause a default under the terms of other indebtedness of the Company.

The loss of the Company's intellectual property rights may negatively impact its ability to compete.

If the Company is unable to maintain the proprietary nature of its technologies, its competitors may use its technologies to compete with it. The Company has a number of patents covering various aspects of its products, including its SuperEnd^® beverage can end, whose primary patent expires in 2016, Easylift™ full aperture steel food can ends, PeelSeam™ flexible lidding and Ideal™ product line. The Company's patents may not withstand challenge in litigation, and patents do not ensure that competitors will not develop competing products or infringe upon the Company's patents. Moreover, the costs of litigation to defend the Company's patents could be substantial and may outweigh the benefits of enforcing its rights under its patents. The Company markets its products internationally and the patent laws of foreign countries may offer less protection than the patent laws of the United States. Not all of the Company's domestic patents have been registered in other countries. The Company also relies on trade secrets, know-how and other unpatented proprietary technology, and others may independently develop the same or similar technology or otherwise obtain access to the Company's unpatented technology. In addition, the Company has from time to time received letters from third parties suggesting that it may be infringing on their intellectual property rights, and third parties may bring infringement suits against the Company, which could result in the Company needing to seek licenses from these third parties or refraining altogether from use of the claimed technology.

Demand for the Company's products could be affected by changes in laws and regulations applicable to food and beverages and changes in consumer preferences.

The Company manufactures and sells packaging primarily for the food and beverage can market. As a result, many of the Company's products come into direct contact with food and beverages. Accordingly, the Company's products must comply with various laws and regulations for food and beverages applicable to its customers. Changes in such laws and regulations could negatively impact customers' demand for the Company's products as they comply with such changes and/or require the Company to make changes to its products. Such changes to the Company's products could include modifications to the coatings and compounds that the Company uses, possibly resulting in the incurrence of additional costs. Additionally, because many of the Company's products are used to package consumer goods, the Company is subject to a variety of risks that could influence consumer behavior and negatively impact demand for the Company's products, including changes in consumer preferences driven by various health-related concerns and perceptions.

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Crown Holdings, Inc.

ITEM 1B. UNRESOLVED STAFF COMMENTS

There are no unresolved written comments that were received from the SEC staff 180 days or more before the end of the Company’s fiscal year relating to its periodic or current reports under the Securities Exchange Act of 1934.

ITEM 2. PROPERTIES

As of December 31, 2013, the Company operated 147 manufacturing facilities of which 31 were leased. The Company has three divisions, defined geographically, within which it manufactures and markets its products. The Americas Division has 45 operating facilities of which 10 are leased. Within the Americas Division, 30 facilities operate in the U.S. of which 7 are leased. The European Division has 70 operating facilities of which 15 are leased and the Asia Pacific Division has 30 operating facilities of which 5 are leased. The Company also has canmaking and spare part operations in the U.S. and the U.K., which include one leased facility. Certain leases provide renewal or purchase options. The principal manufacturing facilities at December 31, 2013 are listed below and are grouped by product and by division.

The Company’s Americas and Corporate headquarters are in Philadelphia, Pennsylvania, its European headquarters is in Baar, Switzerland and its Asia Pacific headquarters is in Singapore. The Company maintains research facilities in Alsip, Illinois and Wantage, England.

The Company’s manufacturing and support facilities are designed according to the requirements of the products to be manufactured. Therefore, the type of construction may vary from plant to plant. Warehouse space is generally provided at each of the manufacturing locations, although the Company also leases outside warehouses.

Ongoing productivity improvements and cost reduction efforts in recent years have focused on upgrading and modernizing facilities to reduce costs, improve efficiency and productivity and phase out uncompetitive facilities. The Company has also opened new facilities to meet increases in market demand for its products. These actions reflect the Company’s continued commitment to realign manufacturing facilities to maintain its competitive position in its markets. The Company continually reviews its operations and evaluates strategic opportunities. Further discussion of the Company’s recent restructuring actions is contained within “Management’s Discussion and Analysis of Financial Condition and Results of Operations” under the caption “Provision for Restructuring,” and under Note M to the consolidated financial statements.

Utilization of any particular facility varies based upon product demand. While not possible to measure with any degree of certainty or uniformity the productive capacity of these facilities, management believes that, if necessary, production can be increased at several existing facilities through the addition of personnel, capital equipment and, in some facilities, square footage available for production. In addition, the Company may from time to time acquire additional facilities or dispose of existing facilities.

Excluded from the list below are operating facilities in unconsolidated subsidiaries as well as service or support facilities. The service or support facilities include machine shop operations, plant operations dedicated to printing for cans and closures, coil shearing, coil coating and RD&E operations. Some operating facilities produce more than one product but have been presented below under the product with the largest contribution to sales.

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Crown Holdings, Inc.

	Americas		Europe		Asia Pacific
Beverage and Closures	Lawrence, MA	Worland, WY	Custines, France	Sevilla, Spain	Phnom Penh, Cambodia
	Kankakee, IL	Cabreuva, Brazil	Korinthos, Greece	El Agba, Tunisia	Sihanoukville, Cambodia
	Crawfordsville, IN	Teresina, Brazil	Patras, Greece	Izmit, Turkey	Beijing, China
	Mankato, MN	Estancia, Brazil	Amman, Jordan	Osmaniye, Turkey	Huizhou, China
	Batesville, MS	Manaus, Brazil	Dammam, Saudi Arabia	Dubai, UAE	Hangzhou, China
	Dayton, OH	Ponta Grossa, Brazil	Jeddah, Saudi Arabia	Botcherby, UK	Heshan, China
	Cheraw, SC	Calgary, Canada	Kosice, Slovakia	Braunstone, UK	Putian, China
	Conroe, TX	Weston, Canada	Agoncillo, Spain		Shanghai, China
	Fort Bend, TX	Santafe de Bogota,			Ziyang, China
	Winchester, VA	Colombia			Bangi, Malaysia
	Olympia, WA	Guadalajara, Mexico			Singapore
	La Crosse, WI				Nong Khae, Thailand
					Danang, Vietnam
					Dong Nai, Vietnam
					Hanoi, Vietnam
					Ho Chi Minh City, Vietnam
Food and Closures	Winter Garden, FL	Suffolk, VA	Carpentras, France	Toamasina, Madagascar	Bangpoo, Thailand
	Pulaski Park, MD	Seattle, WA	Concarneau, France	Agadir, Morocco	Haadyai, Thailand
	Owatonna, MN	Oshkosh, WI	Laon, France	Casablanca, Morocco	Samrong, Thailand
	Omaha, NE	Chatham, Canada	Nantes, France	Goleniow, Poland	Songkhla, Thailand
	Lancaster, OH	Kingston, Jamaica	Outreau, France	Pruszcz, Poland
	Massillon, OH	La Villa, Mexico	Perigueux, France	Alcochete, Portugal
	Mill Park, OH	Barbados, West Indies	Lubeck, Germany	Novotitarovskaya,
	Connellsville, PA	Trinidad, West Indies	Mühldorf, Germany	Russia
	Hanover, PA		Seesen, Germany (2)	Timashevsk, Russia
			Tema, Ghana	Dakar, Senegal
			Thessaloniki, Greece	Bellville, South Africa
			Nagykoros, Hungary	Agoncillo, Spain
			Athy, Ireland	Molina de Segura, Spain
			Aprilia, Italy (2)	Sevilla, Spain
			Battipaglia, Italy	Vigo, Spain
			Calerno S. Ilario d’Enza,	Karacabey, Turkey
			Italy	Neath, UK
			Nocera Superiore, Italy	Poole, UK
			Parma, Italy	Wisbech, UK
			Abidjan, Ivory Coast
Aerosol	Alsip, IL	Faribault, MN	Spilamberto, Italy	Sutton, UK
	Decatur, IL	Spartanburg, SC	Mijdrecht, Netherlands
Specialty	Belcamp, MD	St. Laurent, Canada	Helsinki, Finland	Montmelo, Spain	Chengdu, China
Packaging			Chatillon-sur-Seine, France	Aesch, Switzerland	Huizhou, China
			Rouen, France	Liverpool, UK	Kunshan, China
			Vourles, France	Carlisle, UK	Langfang, China
			Chignolo Po, Italy	Mansfield, UK	Shanghai, China
			Hoorn, Netherlands	Newcastle, UK	Tianjin, China
			Miravalles, Spain		Tongxiang, China
					Zhengzhou, China
					Singapore
					Binh Duong, Vietnam
Canmaking	Norwalk, CT		Shipley, UK
and Spares

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Crown Holdings, Inc.

ITEM 3. LEGAL PROCEEDINGS

Crown Cork & Seal Company, Inc., a wholly-owned subsidiary of the Company (“Crown Cork”), is one of many defendants in a substantial number of lawsuits filed throughout the U.S. 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. At December 31, 2013, the accrual for pending and future asbestos claims and related legal costs that are probable and estimable was $260 million.

The Company's Italian subsidiaries received assessments for value added taxes and related income taxes from the Italian tax authorities resulting from certain third party suppliers' failures to remit required value added tax payments due by those suppliers under Italian law with respect to purchases for resale to the Company. In 2013, the Company entered into a formal agreement with the Italian tax authorities to settle these matters and as a result recorded a pre-tax charge of $20 million.

The Company has been identified by the Environmental Protection Agency as a potentially responsible party (along with others, in most cases) at a number of sites.

Further information on these matters and other legal proceedings is presented within “Management’s Discussion and Analysis of Financial Condition and Results of Operations” under the captions “Provision for Asbestos” and “Environmental Matters” and under Note K and Note L to the consolidated financial statements.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

EXECUTIVE OFFICERS OF THE REGISTRANT

Information concerning the principal executive officers of the Company, including their ages and positions, is set forth in “Directors, Executive Officers and Corporate Governance” of this Annual Report.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

The Registrant’s common stock is listed on the New York Stock Exchange. On February 24, 2014, there were 4,551 registered shareholders of the Registrant’s common stock, including 1,285 participants in the Company’s Employee Stock Purchase Plan. The market price of the Registrant’s common stock at December 31, 2013 is set forth in Part II of this Annual Report under Quarterly Data (unaudited). The foregoing information regarding the number of registered shareholders of common stock does not include persons holding stock through clearinghouse systems. Details regarding the Company’s policy as to payment of cash dividends and repurchase of shares are set forth under Note O to the consolidated financial statements included in this Annual Report. Information with respect to shares of common stock that may be issued under the Company’s equity compensation plans is set forth in “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters,” of this Annual Report.

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Crown Holdings, Inc.

Issuer Purchases of Equity Securities

The following table provides information about the Company’s purchase of its equity securities as part of publicly announced programs during the year ended December 31, 2013.

2013	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)
Second Quarter	4,375,301	$	42.80	4,375,301	$	613
Third Quarter	2,380,126	44.60		2,380,126	$	507
Total	6,755,427	$	43.43	6,755,427	$	507

The table above excludes 170,362 shares repurchased by the Company in connection with the surrender of shares to cover taxes upon the vesting of restricted stock.

In April 2013, the Company entered into a daily stock repurchase agreement to repurchase shares of its common stock. Pursuant to the agreement, the Company repurchased 6,422,992 shares for approximately $279 million. In September 2013, the Company entered into a new agreement to repurchase shares of its common stock under a daily agreement with 332,435 shares repurchased for $14 million.

The share repurchases were made pursuant to authorizations from the Company's Board of Directors. In December 2012, the Company's Board of Directors authorized the repurchase of an aggregate amount of $800 million of the Company's common stock through the end of 2014. This authorization supersedes the previous authorization. Share repurchases under the Company's programs may be made in the open market or through privately negotiated transactions, and at times and in such amounts as management deems appropriate. The timing and actual number of shares repurchased will depend on a variety of factors including price, corporate and regulatory requirements and other market conditions. As of December 31, 2013, $507 million of the Company’s outstanding common stock may be repurchased under the program.

The Company is not obligated to acquire any shares of its common stock and the share repurchase program may be suspended or terminated at any time at the Company’s discretion. Share repurchases are subject to the terms of the Company’s debt agreements, market conditions and other factors. The repurchased shares, if any, are expected to be used for the Company’s stock-based benefit plans, as required, and to offset dilution resulting from the issuance of shares thereunder, and for other general corporate purposes.

See Note O to the consolidated financial statements for additional information regarding the Company’s share repurchases.

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Crown Holdings, Inc.

COMPARATIVE STOCK PERFORMANCE ⁽¹⁾ 

Comparison of Five-Year Cumulative Total Return (a)

Crown Holdings, S&P 500 Index, Dow Jones “U.S. Containers & Packaging” Index (b)

(a) Assumes that the value of the investment in Crown Holdings common stock and each index was $100 on December 31, 2008 and that all dividends were reinvested.

(b) Industry index is weighted by market capitalization and is comprised of Crown Holdings, AptarGroup, Avery Dennison, Ball, Bemis, Greif, MeadWestvaco, Owens-Illinois, Packaging Corp. of America, RockTenn, Sealed Air, Silgan and Sonoco.

(1) The preceding Comparative Stock Performance Graph is not deemed filed with the SEC and shall not be incorporated by reference in any of the Company's filings under the Security Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

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Crown Holdings, Inc.

ITEM 6. SELECTED FINANCIAL DATA

(in millions, except per share, ratios and other statistics)	2013			2012			2011			2010			2009
Summary of Operations
Net sales	$	8,656		$	8,470		$	8,644		$	7,941		$	7,938
Cost of products sold, excluding depreciation and amortization	7,180			7,013			7,120			6,519			6,551
Depreciation and amortization	134			180			176			172			194
Selling and administrative expense	425			382			395			360			381
Provision for asbestos	32			35			28			46			55
Provision for restructuring	46			48			77			42			43
Asset impairments and sales	(12		)	(48		)	6			(18		)	(6		)
Loss from early extinguishments of debt	41			—			32			16			26
Interest expense, net of interest income	231			219			221			194			241
Translation and exchange adjustments	3			(1		)	2			(4		)	(6		)
Income before income taxes and equity earnings	576			642			587			614			459
Provision for/(benefit from) income taxes	148			(17		)	194			165			7
Equity earnings/(loss)	—			5			3			3			(2		)
Net income	428			664			396			452			450
Net income attributable to noncontrolling interests	(104		)	(105		)	(114		)	(128		)	(116		)
Net income attributable to Crown Holdings	$	324		$	559		$	282		$	324		$	334
Financial Position at December 31
Working capital	$	260		$	228		$	318		$	272		$	317
Total assets	8,030			7,500			6,868			6,899			6,532
Total cash and cash equivalents	689			350			342			463			459
Total debt	3,842			3,665			3,532			3,048			2,798
Total equity/(deficit)	289			129			(239		)	229			383
Common Share Data (dollars per share)
Earnings:
Basic	$	2.32		$	3.83		$	1.86		$	2.03		$	2.10
Diluted	2.30			3.77			1.83			2.00			2.06
Market price on December 31	44.57			36.81			33.58			33.38			25.58
Number of shares outstanding at year-end	138.2			143.1			148.4			155.3			161.5
Average shares outstanding
Basic	139.5			146.1			151.7			159.4			159.1
Diluted	140.7			148.4			154.3			162.4			161.9
Other
Capital expenditures	$	275		$	324		$	401		$	320		$	180

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Crown Holdings, Inc.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(in millions, except per share, average settlement cost per asbestos claim, employee, shareholder and statistical data)

INTRODUCTION

The following discussion summarizes the significant factors affecting the results of operations and financial condition of Crown Holdings, Inc. (the "Company") as of and during the three-year period ended December 31, 2013. This discussion should be read in conjunction with the consolidated financial statements included in this Annual Report.

BUSINESS STRATEGY AND TRENDS

The Company's strategy is to grow its businesses in targeted international growth markets, while improving operations and results in more mature markets through disciplined pricing, cost control and careful capital allocation.

In recent years, the Company has expanded its beverage can businesses in Asia, Brazil and Eastern Europe in response to increased unit volume demand driven by increased per capita incomes and consumption, combined with a shift in packaging mix to two-piece aluminum beverage cans from other packages. In 2013, the Company commercialized second beverage can lines in Putian, China and Bangi, Malaysia and commercialized new beverage can plants in Sihanoukville, Cambodia, Danang, Vietnam and Bangkok, Thailand. In addition, the Company has begun construction on a new facility in northern Brazil in the city of Teresina and expects to begin commercial shipments in the first half of 2014. There can be no assurance, however, that the Company will be able to implement its expansion plans according to schedule or at all. The Company continuously monitors these markets and, where necessary, may adjust capital deployment based on economic developments and market-by-market conditions.

In October 2013, the Company entered into an agreement to acquire Mivisa Envases, S.A.U. (“Mivisa”), a leading Spanish manufacturer of two- and three-piece food cans in a cash transaction valued at €1.2 billion ($1.7 billion at December 31, 2013), including debt assumed. The acquisition, which is subject to review by the European Commission and other competition authorities, is expected to close during 2014. The acquisition of Mivisa will significantly build upon the Company's existing position in the strategically important European food can segment by substantially increasing the Company's presence in Spain, one of Europe's leading agricultural economies and is expected to be earnings accretive.

Beverage can sales unit volumes in the Company's mature markets have been stable to slightly declining in North America and slightly increasing in Europe. Global food and aerosol can sales unit volumes have been stable to declining in recent years primarily due to lower consumer spending. While the opportunity for organic volume growth in the Company's mature markets is not comparable to that in targeted international growth markets, the Company continues to generate strong returns on invested capital and significant cash flow from these businesses. The Company monitors capacity across all of its businesses and, where necessary, may take action such as closing a plant or reducing headcount to better manage its costs. Any or all of these actions may result in additional restructuring charges in the future which may be material.

As part of the Company's efforts to manage cost, it attempts to pass-through increases in the cost of aluminum and steel to its customers. There can be no assurance that the Company will be able to recover from its customers the impact of any such increased costs. Aluminum and steel prices can be subject to significant volatility and there has not been a consistent and predictable trend in pricing.

The Company seeks to increase shareholder value by maximizing operating cash flows which can be reinvested in the business, used for acquisitions, used to repay debt or returned to shareholders through share repurchases or possible future dividends. In assessing the Company's performance, the key performance measure used is segment income, a non-GAAP measure defined by the Company as gross profit less selling and administrative expenses.

RESULTS OF OPERATIONS

The foreign currency translation impacts referred to in the discussion below were primarily due to changes in the euro and pound sterling in the Company's European segments, the Canadian dollar in the Company's Americas segments and the Chinese renminbi and Thai baht in the Company's Asia Pacific segment.

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Crown Holdings, Inc.

NET SALES AND SEGMENT INCOME

	2013			2012			2011
Net sales	$	8,656		$	8,470		$	8,644
Beverage cans and ends as a percentage of net sales	56		%	55		%	52		%
Food cans and ends as a percentage of net sales	27		%	29		%	30		%

Year ended December 31, 2013 compared to 2012

Net sales increased primarily due to increased global beverage can volumes, $124 from the acquisition of Superior in the fourth quarter of 2012 and $54 from the impact of foreign currency translation, partially offset by the pass-through of lower raw material costs.

Year ended December 31, 2012 compared to 2011

Net sales decreased primarily due to $243 from the impact of foreign currency translation and $65 from lower selling prices, including the pass through of lower material costs, partially offset by $133 from higher sales unit volumes primarily due to organic growth and increased customer demand for beverage cans.

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

Americas Beverage

The Americas Beverage segment manufactures aluminum beverage cans and ends and steel crowns and supplies a variety of customers from its operations in the U.S., Brazil, Canada, Colombia and Mexico. The U.S. and Canadian beverage can markets are mature markets which have experienced slightly declining volumes in recent years. In Brazil, the Company's sales unit volumes have increased in recent years primarily due to market growth. The Company recently began construction on a new facility in northern Brazil and expects to begin commercial shipments in the first half of 2014.

Net sales and segment income in the Americas Beverage segment are as follows:

	2013		2012		2011
Net sales	$	2,289	$	2,274	$	2,273
Segment income	327		311		302

Year ended December 31, 2013 compared to 2012

Net sales increased primarily due to $23 from higher sales unit volumes in Brazil, Colombia and Mexico which offset lower volumes in North America and $7 from the impact of foreign currency translation. Sales unit volumes in Brazil remain strong due to various factors, including its growing middle class, increasing disposable income and shift in packaging mix to two-piece aluminum beverage cans from other packages.

Segment income increased primarily due to $9 from higher sales unit volumes and $11 from lower depreciation, resulting from a change in the estimated useful lives of the Company's can-making equipment, partially offset by a benefit from reduced post-employment benefits in 2012 that did not recur in 2013.

Year ended December 31, 2012 compared to 2011

Net sales did not change significantly as $51 from increased sales unit volumes was offset by $42 from the pass-through of lower aluminum costs and $8 from the impact of foreign currency translation. Sales unit volume increases in Brazil offset volume declines in North America. The increase in Brazil was primarily the result of recent capacity additions in Ponta Grossa and Estancia.

Segment income increased primarily due to $19 from higher sales unit volumes in Brazil as described above and lower operating costs, including $12 from reduced post-employment benefits in the U.S. partly due to post-retirement plan amendments, partially offset by lower selling prices primarily due to competitive pricing pressure.

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Crown Holdings, Inc.

North America Food

The North America Food segment manufactures steel and aluminum food cans and ends and metal vacuum closures and supplies a variety of customers from its operations in the U.S. and Canada. The North American food can and closures market is a mature market which has experienced stable to slightly declining volumes in recent years.

Net sales and segment income in the North America Food segment are as follows:

	2013		2012		2011
Net sales	$	845	$	876	$	889
Segment income	119		146		146

Year ended December 31, 2013 compared to 2012

Net sales decreased primarily due to a 1% decline in sales unit volumes and unfavorable sales unit volume mix.

Segment income decreased primarily due to a charge of $18 to record a reserve against an outstanding receivable balance from a bankrupt customer and lower sales unit volumes.

Year ended December 31, 2012 compared to 2011

Net sales decreased primarily due to $25 from lower sales unit volumes partially offset by $13 from the pass-through of higher raw material costs.

Segment income did not change as $9 from the impact of lower sales unit volumes and $5 from inventory holding gains in 2011 that did not recur in 2012 were offset by $8 from improved cost performance and $6 from reduced post-employment benefits in the U.S. partly due to post-retirement plan amendments in 2011.

European Beverage

The Company's European Beverage segment manufactures steel and aluminum beverage cans and ends and supplies a variety of customers from its operations throughout Eastern and Western Europe, the Middle East and North Africa. In recent years, the European beverage can market has been growing.

Net sales and segment income in the European Beverage segment are as follows:

	2013		2012		2011
Net sales	$	1,731	$	1,653	$	1,669
Segment income	257		217		210

Year ended December 31, 2013 compared to 2012

Net sales increased primarily due to 4% higher sales unit volumes, most notably in Turkey. The increase in Turkey is primarily attributable to the Company's new plant in Osmaniye, Turkey which began commercial operations in the second quarter of 2012.

Segment income increased primarily due to $12 from higher sales unit volumes, $13 from lower depreciation resulting from a change in the estimated useful lives of the Company's can-making equipment and from improved cost performance.

Year ended December 31, 2012 compared to 2011

Net sales decreased primarily due to $70 from the impact of foreign currency translation partially offset by $38 from increased sales unit volumes primarily in Greece, Saudi Arabia, Slovakia and Turkey, which offset lower sales unit volumes in France and Spain and $16 from increased selling prices. The increase in Turkey was primarily the result of recent capacity additions.

Segment income increased primarily due to the higher sales unit volumes described above partially offset by $6 from the impact of foreign currency translation.

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Crown Holdings, Inc.

European Food

The European Food segment manufactures steel and aluminum food cans, ends and metal vacuum closures, and supplies a variety of customers from its operations throughout Europe and Africa. The European food can market is a mature market which has experienced stable to slightly declining volumes in recent years.

Net sales and segment income in the European Food segment are as follows:

	2013		2012		2011
Net sales	$	1,751	$	1,793	$	1,999
Segment income	144		180		239

Year ended December 31, 2013 compared to 2012

Net sales decreased primarily due to $59 from lower selling prices reflecting the pass-through of lower material costs and the impact of competitive price compression and $24 from unfavorable sales unit volumes and mix. The decreases were partially offset by $41 from the impact of foreign currency translation.

Segment income decreased primarily due to the impact of competitive price compression, $14 from unfavorable sales unit volumes and mix and a charge of $21 to record a reserve against a portion of an outstanding customer receivable balance, partially offset by improved cost performance and $11 from lower depreciation resulting from a change in the estimated useful lives of the Company's can-making equipment. As of December 31, 2013, the Company's net receivable from the customer was $25. If the Company's expectations with respect to collectability change, the Company may need to record an additional charge in the future that could be material.

Year ended December 31, 2012 compared to 2011

Net sales decreased primarily due to lower sales unit volumes, due in part to ongoing economic uncertainty in Europe and adverse weather conditions, and $130 from the impact of foreign currency translation.

Segment income decreased primarily due to $41 split between unfavorable sale unit volume and mix and the impact of competitive price compression, $5 from inventory holding gains in 2011 that did not recur in 2012 and $13 from the impact of foreign currency translation.

Asia Pacific

The Company's Asia Pacific segment primarily consists of beverage can operations in Cambodia, China, Malaysia, Singapore, Thailand and Vietnam and also includes the Company's non-beverage can operations, primarily food cans and specialty packaging in China, Singapore, Thailand and Vietnam. In recent years, the Company's beverage can businesses in Asia have experienced significant growth.

In 2012, the Company commercialized new beverage can plants in Putian, Ziyang and Heshan, China and expanded capacity at its plant in Ho Chi Minh City, Vietnam. In the fourth quarter of 2012, the Company acquired an aluminum beverage can and end production facility in Vietnam and also acquired a controlling interest in Superior Multi-Packaging Ltd. (“Superior”), a listed company on the Singapore Exchange.  Superior primarily produces specialty packaging containers for consumer products companies at its facilities in China, Singapore and Vietnam.

In the first quarter of 2013, the Company commercialized second beverage can lines at its facilities in Putian, China and Bangi, Malaysia. In the second quarter of 2013, the Company commercialized new beverage can plants in Danang, Vietnam and Bangkok, Thailand; and in July, the Company began production at its new plant in Sihanoukville, Cambodia.

Net sales and segment income in the Asia Pacific segment are as follows:

	2013		2012		2011
Net sales	$	1,189	$	979	$	861
Segment income	133		137		125

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Crown Holdings, Inc.

Year ended December 31, 2013 compared to 2012

Net sales increased primarily due to a 19% increase in beverage can sales unit volumes and $124 from the acquisition of Superior in the fourth quarter of 2012, partially offset by lower selling prices primarily due to the pass-through of lower raw material costs and the impact of competitive price compression.

Segment income decreased as the impact of higher beverage can sales unit volumes was offset by higher start-up costs, lower manufacturing efficiencies associated with recent capacity expansion and the impact of competitive price compression.

Year ended December 31, 2012 compared to 2011

Net sales increased primarily due to $129 from increased beverage can sales unit volumes in Cambodia, China, Singapore and Vietnam and food can volumes in Thailand, partially offset by $21 from the pass-through of lower aluminum costs and a competitive pricing environment in China. The increase in sales unit volumes was primarily due to increased regional demand driven by macroeconomic factors such as GDP growth and increased consumer spending.

Segment income increased primarily due to $29 from increased sales unit volumes partially offset by competitive pricing pressure in China and $8 of incremental start-up costs from recent capacity additions. During 2012, the Company recognized income of $18 from insurance proceeds covering incremental costs and lost profits associated with the 2011 flooding in Thailand.

Non-reportable Segments

The Company's non-reportable segments include its aerosol can businesses in North America and Europe, its specialty packaging business in Europe and its tooling and equipment operations in the U.S. and U.K. In recent years, the Company's specialty packaging and aerosol can businesses have experienced slightly declining volumes.

Net sales and segment income in non-reportable segments are as follows:

	2013		2012		2011
Net sales	$	851	$	895	$	953
Segment income	102		98		139

Year ended December 31, 2013 compared to 2012

Net sales decreased primarily due to lower sales in the Company's European specialty packaging and aerosol can businesses.

Segment income increased as the impact of lower sales in the Company's European specialty packaging and aerosol businesses was offset by the benefits of recent restructuring actions.

Year ended December 31, 2012 compared to 2011

Net sales decreased primarily due to $33 from lower sales unit volumes in the Company's European specialty packaging business reflecting ongoing economic uncertainty in Europe, $22 from lower sales in the Company's North American and European aerosol can businesses, primarily due to lower consumer spending partly due to ongoing economic uncertainty in Europe, and $36 from the impact of foreign currency translation, partially offset by $35 from increased beverage can equipment sales.

Segment income decreased primarily due to $17 from lower sales unit volumes in the Company's European specialty packaging business, $20 from lower sales in the Company's North American and European aerosol can businesses and $7 from inventory holding gains in 2011 that did not recur in 2012.

Corporate and Unallocated Expense

	2013		2012		2011
Corporate and unallocated expense	$	165	$	194	$	208

Corporate and unallocated costs decreased in 2013 compared to 2012 primarily due to $22 from lower pension expense, $7 from lower technology costs and a net benefit of $1 from legal matters. As further described in Note L to the consolidated financial

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Crown Holdings, Inc.

statements, the Company recorded a benefit of $16 for a legal settlement related to environmental remediation costs partially offset by a charge of $15 for certain Italian valued added tax assessments.

Corporate and unallocated costs decreased in 2012 compared to 2011 primarily due to lower professional fees, lower pension costs and lower insurance costs, primarily due to a fire at a Company warehouse in 2011, partially offset by $6 from legal matters.

COST OF PRODUCTS SOLD (EXCLUDING DEPRECIATION AND AMORTIZATION)

Cost of products sold (excluding depreciation and amortization) increased from $7,013 in 2012 to $7,180 in 2013 primarily due to increased global beverage can volumes partially offset by the pass-through of lower raw material costs.

Cost of products sold (excluding depreciation and amortization) decreased from $7,120 in 2011 to $7,013 in 2012 primarily due to $207 from the impact of foreign currency translation partially offset by the impact of increased global beverage can sales unit volumes.

DEPRECIATION AND AMORTIZATION

For the year ended December 31, 2013 compared to 2012, depreciation and amortization decreased from $180 to $134 primarily due to $49 from a change in the estimated useful lives of the Company's two-piece and three-piece can-making equipment.

The Company, with the assistance of a third party appraiser, completed an evaluation of the estimated useful lives of its two-piece and three-piece can-making equipment. As a result, effective January 1, 2013, the Company adjusted the estimated useful lives of its can-making equipment to reflect its current estimates of the useful lives.

For the year ended December 31, 2012 compared to 2011, depreciation and amortization increased from $176 to $180 primarily due to the impact of recent capacity expansion which offset the impact of foreign currency translation.

SELLING AND ADMINISTRATIVE EXPENSE

Selling and administrative expense increased from $382 in 2012 to $425 in 2013 primarily due to charges of $39 related to reserves provided against outstanding receivable balances due from a European food can customer and a North American food can customer and $4 from the impact of foreign currency translation.

Selling and administrative expense decreased from $395 in 2011 to $382 in 2012 primarily due $11 from the impact of foreign currency translation.

PROVISION FOR ASBESTOS

Crown Cork & Seal Company, Inc. is one of many defendants in a substantial number of lawsuits filed throughout the U.S. by persons alleging bodily injury as a result of exposure to asbestos. During 2013, 2012 and 2011 the Company recorded charges of $32, $35 and $28, respectively, to increase its accrual for asbestos-related costs and made asbestos-related payments of $28 in each year. The Company expects 2014 payments to be generally consistent with prior years’ levels. See Note K to the consolidated financial statements for additional information regarding the provision for asbestos-related costs. Also see the Critical Accounting Policies section of this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for a discussion of the Company’s policies with respect to asbestos liabilities.

PROVISION FOR RESTRUCTURING

The Company recorded restructuring charges of $46, $48 and $77 in 2013, 2012 and 2011, respectively. The 2013 charge includes $31 related to a cost-reduction initiative to better align costs with ongoing market conditions in the Company's European operations, primarily in its food, aerosol and specialty packaging businesses. The action is expected to result in the reduction of approximately 235 employees when completed in 2014. The Company expects this action to result in annual cost savings of approximately $25. However, there can be no assurance that any such pre-tax savings will be realized.

See Note M to the consolidated financial statements for additional information on these charges.

INTEREST EXPENSE

Interest expense increased from $226 in 2012 to $236 in 2013 primarily due to higher average debt outstanding and $5 of expense related to the Italian value added tax assessments described in Note L to the consolidated financial statements.

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Crown Holdings, Inc.

Interest expense decreased from $232 in 2011 to $226 in 2012 primarily due to $4 from the impact of foreign currency translation.

TAXES ON INCOME

The Company's effective income tax rate was as follows:

	2013			2012			2011
Income before income taxes	$	576		$	642		$	587
Provision for / (benefit from) income taxes	148			(17		)	194
Effective income tax rate	25.7		%	(2.6		)%	33.0		%

The low effective income tax rate in 2012 was primarily due to a benefit of $175, net of valuation allowance, related to the recognition of previously unrecognized U.S. foreign tax credits and a benefit of $10 from the receipt of non-taxable insurance proceeds related to flooding in Thailand.

For additional information regarding income taxes, see Note W to the consolidated financial statements and the Critical Accounting Policies section of this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for a discussion of the Company’s policies with respect to valuation allowances.

NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS

Net income attributable to noncontrolling interests decreased from $105 in 2012 to $104 in 2013 as increased earnings in the Company's beverage can operations in Brazil and the Middle East in 2013 were offset by $11 of bargain purchase gain allocated to the Company's joint venture partner related to the acquisition of Superior in 2012.

Net income attributable to noncontrolling interests decreased from $114 in 2011 to $105 in 2012 primarily due to the acquisition of additional ownership interests in certain operations in China, Dubai, Greece, Jordan, Tunisia and Vietnam in the second half of 2011.

LIQUIDITY AND CAPITAL RESOURCES

OPERATING ACTIVITIES

Cash provided by operating activities increased from $621 in 2012 to $885 in 2013 primarily due to working capital improvements.

Receivables increased from $1,057 in 2012 to $1,064 in 2013 and used cash of $51 in 2013 compared to $113 in 2012. Days sales outstanding for trade receivables improved from 39 in 2012 to 38 in 2013.

Inventories increased from $1,166 in 2012 to $1,213 in 2013 and used cash of $45 in 2013 compared to provided cash of $21 in 2012. In 2013, inventories increased primarily to support recent capacity expansion.

Accounts payable and accrued liabilities increased from $2,146 in 2012 to $2,547 in 2013 and provided cash of $246 in 2013 compared to used cash of $6 in 2012. The improvement in accounts payables is primarily due to the Company's initiatives to extend supplier payment terms.

INVESTING ACTIVITIES

Cash used for investing activities decreased from $362 in 2012 to $246 in 2013 primarily due to lower capital expenditures and cash used for business acquisitions.

Cash used for investing activities decreased from $372 in 2011 to $362 in 2012. Capital expenditures, net of insurance proceeds related to flooding at the Company's beverage can plant in Thailand, decreased by $125. The decrease was partially offset by $78 in cash payments for business acquisitions, net of cash acquired, $23 in lower proceeds from sales of property, plant and equipment in 2012 and $8 from an increase in restricted cash.

At December 31, 2013, the Company had $88 of capital commitments primarily related to capacity expansion in Brazil and various other projects in the U.S., Europe and Asia. The Company expects to fund these commitments primarily through cash flows generated from operations and to fund any excess needs over available cash through external borrowings.

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Crown Holdings, Inc.

FINANCING ACTIVITIES

Cash used for financing activities was $306, $254 and $129 in 2013, 2012 and 2011, respectively.

In 2013, 2012 and 2011, cash used for financing activities was primarily to repurchase shares of the Company’s common stock as described in Note O to the consolidated financial statements and to pay dividends to noncontrolling interests in the Company’s non-wholly owned subsidiaries in Asia, the Middle East and South America.

In 2011, cash used for financing activities also included purchases of additional ownership interests in certain operations from noncontrolling interests and additional borrowings to prefund $328 of pension obligations in the U.S. and Canada.

Other financing activities, in each year, is primarily cash settlements of foreign currency derivatives used to hedge intercompany debt obligations.

LIQUIDITY

As of December 31, 2013, $501 of the Company's $689 cash and cash equivalents was located outside the U.S. The Company is not currently aware of any legal restrictions under foreign law that materially impact its access to cash held outside the U.S.

The Company funds its cash needs in the U.S. through a combination of cash flows from operations in the U.S., dividends from certain foreign subsidiaries, borrowings under its revolving credit facility and the acceleration of cash receipts under its receivable securitization facilities. The Company records current or deferred U.S. taxes for the earnings of these foreign subsidiaries. For certain other foreign subsidiaries, the Company considers earnings indefinitely reinvested and has not recorded any U.S. taxes. Of the cash and cash equivalents located outside the U.S., $318 was held by subsidiaries for which earnings are considered indefinitely reinvested. While based on current operating plans the Company does not foresee a need to repatriate these funds, if such earnings were repatriated the Company may be required to record incremental U.S. taxes on the repatriated funds.

The Company funds its worldwide cash needs through a combination of cash flows from operations, borrowings under its revolving credit facilities and the acceleration of cash receipts under its receivables securitization and factoring facilities. As of December 31, 2013, the Company has available capacity of $100 under its North American securitization facility, $46 under its European securitization facilityand $1,057 under its revolving credit facilities. The Company has current maturities of long-term debt of $94 due in 2013 and is not required to refinance or renegotiate any of its current sources of liquidity in 2014. As described in Note Q to the consolidated financial statements, in December 2013, the Company entered into a new revolving credit facility agreement due in 2018 and secured financing for its pending acquisition of Mivisa as described in Note S to the consolidated financial statements.

The Company has substantial debt outstanding. The ratio of total debt, less cash and cash equivalents, to total capitalization was 91.6% and 96.3% at December 31, 2013 and 2012, respectively. Total capitalization is defined by the Company as total debt plus total equity, less cash and cash equivalents.

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

The Company’s revolving credit facility and term loans also contain various financial covenants. The interest coverage ratio is calculated as Adjusted EBITDA divided by interest expense. Adjusted EBITDA is calculated as the sum of net income attributable to Crown Holdings, net income attributable to noncontrolling interests, income taxes, interest expense, depreciation and amortization, and certain non-cash charges. The Company’s interest coverage ratio of 4.5 to 1.0 at December 31, 2013 was in compliance with the covenant requiring a ratio of at least 2.85 to 1.0. The total net leverage ratio is calculated as total net debt divided by Adjusted EBITDA, as defined above. Total net debt is defined in the credit agreement as total debt less cash and cash

equivalents. The Company’s total net leverage ratio of 2.7 to 1.0 at December 31, 2013 was in compliance with the covenant requiring a ratio no greater than 4.0 to 1.0. The ratios are calculated at the end of each quarter using debt and cash balances as of the end of the quarter and Adjusted EBITDA and interest expense for the most recent twelve months. Failure to meet the financial covenants could result in the acceleration of any outstanding amounts due under the revolving credit facilities, term loan agreements

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Crown Holdings, Inc.

and senior notes due 2018 and 2021. In addition, the interest rate on the revolving credit facilities can vary from EURIBOR or LIBOR plus a margin of 1.50% up to 2.00% based on the total net leverage ratio. The term loans bear interest of LIBOR or EURIBOR plus 1.75%.

The Company’s current sources of liquidity and borrowings expire or mature as follows: its $200 North American securitization facility in December 2015; its €110 ($151 at December 31, 2013) European securitization facility in July 2017; its €500 ($688 at December 31, 2013) 7.125% senior notes in August 2018; its $1,200 revolving credit facilities in December 2018; its $700 6.25% senior notes in February 2021; its $1,000 4.50% senior notes in January 2023; its $350 7.375% senior notes in December 2026; its $64 7.5% senior notes in December 2096; and $363 of other indebtedness in various currencies at various dates through 2020. In addition the Company’s term loan facilities mature as follows: $18 in December 2015, $37 in December 2016, $56 in December 2017 and $260 in December 2018.

CONTRACTUAL OBLIGATIONS

Contractual obligations as of December 31, 2013 are summarized in the table below.

	Payments Due by Period
	2014		2015		2016		2017		2018		2019 & after		Total
Long-term debt	$	94	$	97	$	92	$	89	$	1,071	$	2,122	$	3,565
Interest on long-term debt	191		187		183		180		177		120		1,038
Operating leases	55		41		32		24		14		55		221
Projected pension contributions	77		117		88		92		91				465
Postretirement obligations	21		21		20		20		20		92		194
Purchase obligations	3,637		1,156		693		444		282				6,212
Total contractual cash obligations	$	4,075	$	1,619	$	1,108	$	849	$	1,655	$	2,389	$	11,695

All amounts due in foreign currencies are translated at exchange rates as of December 31, 2013.

The Company expects to fund its obligations through a combination of cash flows from operations, borrowings under its revolving credit facilities and the acceleration of cash receipts under its receivables securitization and factoring programs.

Interest on long-term debt is presented through 2019 only and represents the interest that will accrue by year based on interest rates in effect as of December 31, 2013. Interest on the Company’s revolving credit facility is calculated based on $103 of outstanding borrowings as of December 31, 2013.

Projected pension contributions represent the Company's expected funding contributions for the next five years. Postretirement obligations represent expected payments to retirees for medical and life insurance coverage for the next ten years. These projections require the use of numerous estimates and assumptions such as discount rates, rates of return on plan assets, compensation increases, health care cost increases, mortality and employee turnover and have therefore been provided for only five years for pension and ten years for postretirement.

Purchase obligations include commitments for raw materials and utilities at December 31, 2013. These commitments specify significant terms, including fixed or minimum quantities to be purchased; fixed, minimum or variable pricing provisions; and the approximate timing of transactions.

The table above excludes $31 of liabilities for unrecognized tax benefits because the Company is unable to estimate when these amounts may be paid, if at all. See Note W to the consolidated financial statements for additional information on the Company’s unrecognized tax benefits.

In addition, the table above excludes any amounts related to the Company's pending acquisition of Mivisa as discussed in Note S to the consolidated financial statements.

In order to reduce leverage and future interest payments, the Company may from time to time repurchase outstanding notes and debentures with cash, exchange shares of its common stock for the Company’s outstanding notes and debentures, or seek to refinance its existing credit facilities and other indebtedness. The Company will evaluate any such transactions in light of then existing market conditions and may determine not to pursue such transactions.

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MARKET RISK

In the normal course of business the Company is subject to risk from adverse fluctuations in foreign exchange rates, interest rates and commodity prices. The Company manages these risks through a program that includes the use of derivative financial instruments, primarily swaps and forwards. Counterparties to these contracts are major financial institutions. These instruments are viewed as risk management tools, involve little complexity, and are not used for trading or speculative purposes. The extent to which the Company uses such instruments is dependent upon its access to them in the financial markets and its use of other methods, such as netting exposures for foreign exchange risk and establishing sales arrangements that permit the pass-through to customers of changes in commodity prices and foreign exchange rates, to effectively achieve its goal of risk reduction. The Company’s objective in managing its exposure to market risk is to limit the impact on earnings and cash flow.

The Company manages foreign currency exposures at the operating unit level. Exposures that cannot be naturally offset within an operating unit may be hedged with derivative financial instruments where possible and cost effective in the Company’s judgment. Foreign exchange contracts generally mature within twelve months.

The table below provides information in U.S. dollars as of December 31, 2013 about the Company’s forward currency exchange contracts. The contracts primarily hedge anticipated transactions, unrecognized firm commitments and intercompany debt. The contracts with no amounts in the fair value column have a fair value of less than $1.

Buy/Sell	Contract amount		Contract fair value gain/(loss)			Average contractual exchange rate
U.S. dollars/Euro	$	53	$	—		1.35
Sterling/Euro	525		14			0.86
Euro/Sterling	712		(15		)	0.85
Euro/U.S. dollars	243		3			1.37
U.S. dollars/Sterling	34		(1		)	1.60
Sterling/U.S. dollars	50		2			1.58
U.S. dollars/Thai Baht	45		3			30.98
Turkish Lira/U.S. dollars	121		(13		)	2.07
Euro/Singapore dollars	92		3			1.68
U.S. dollars/Turkish Lira	87		10			2.07
	$	1,962	$	6

At December 31, 2013, the Company had additional contracts with an aggregate notional value of $248 to purchase or sell other currencies, primarily Asian currencies, including the Singapore dollar and Malaysian ringgit, European currencies, including the Hungarian forint and Polish zloty and African currencies, including the Moroccan dirham and the Tunisian dinar. The aggregate fair value of these contracts was a loss of less than $1.

The Company, from time to time, may manage its interest rate risk associated with fluctuations in variable interest rates through interest rate swaps. The use of interest rate swaps and other methods of mitigating interest rate risk may increase overall interest expense.

The table below presents principal cash flows and related interest rates by year of maturity for the Company’s debt obligations as of December 31, 2013. Variable interest rates disclosed represent the weighted average rates at December 31, 2013.

	Year of Maturity
Debt	2014			2015			2016			2017			2018			Thereafter
Fixed rate	$	70		$	40		$	34		$	21		$	706		$	2,123
Average interest rate	4.7		%	5.3		%	5.1		%	5.8		%	7.1		%	5.6		%
Variable rate	$	303		$	56		$	58		$	68		$	365
Average interest rate	2.1		%	2.8		%	2.3		%	2.0		%	2.0		%

Total future payments at December 31, 2013 include $2,685 of U.S. dollar-denominated debt, $1,026 of euro-denominated debt and $133 of debt denominated in other currencies.

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The Company uses various raw materials, such as steel and aluminum in its manufacturing operations, which expose it to risk from adverse fluctuations in commodity prices. In 2013, consumption of steel and aluminum represented 25% and 39%, respectively, of the Company’s consolidated cost of products sold, excluding depreciation and amortization. The Company primarily manages its risk to adverse commodity price fluctuations and surcharges through contracts that pass through raw material costs to customers.

The Company may, however, be unable to increase its prices to offset increases in raw material costs without suffering reductions in unit volume, revenue and operating income, and any price increases may take effect after related cost increases, reducing operating income in the near term.

In addition, the Company's manufacturing facilities are dependent, in varying degrees, upon the availability of water and processed energy, such as natural gas and electricity.

Aluminum, a basic raw material used by the Company, is subject to the risk of significant price fluctuations which may be hedged by the Company through forward commodity contracts. Current contracts involve aluminum forwards with a notional value of $379 and a fair value loss of $29. The maturities of the commodity contracts closely correlate to the anticipated purchases of those commodities. These contracts are used in combination with commercial supply contracts with customers to manage exposure to price volatility.

See Note R to the consolidated financial statements for further information on the Company’s derivative financial instruments.

OFF-BALANCE SHEET ARRANGEMENTS

The Company has certain guarantees and indemnification agreements that could require the payment of cash upon the occurrence of certain events. The guarantees and agreements are further discussed under Note L to the consolidated financial statements. The Company also utilizes receivables securitization and factoring facilities and derivative financial instruments as further discussed under Note C and Note R, respectively, to the consolidated financial statements.

ENVIRONMENTAL MATTERS

Compliance with the Company’s Environmental Protection Policy is mandatory and the responsibility of each employee of the Company. The Company is committed to the protection of human health and the environment and is operating within the increasingly complex laws and regulations of national, state, and local environmental agencies or is taking action to achieve compliance with such laws and regulations. Environmental considerations are among the criteria by which the Company evaluates projects, products, processes and purchases.

The Company is dedicated to a long-term environmental protection program and has initiated and implemented many pollution prevention programs with an emphasis on source reduction. The Company continues to reduce the amount of metal used in the manufacture of steel and aluminum containers through “lightweighting” programs. The Company recycles nearly 100% of scrap aluminum, steel and copper used in its manufacturing processes. Many of the Company’s programs for pollution prevention reduce operating costs and improve operating efficiencies.

The potential impact on the Company’s operations of climate change and potential future climate change regulation in the jurisdictions in which the Company operates is highly uncertain. See the risk factor entitled “The Company is subject to costs and liabilities related to stringent environmental and health and safety standards” in Part I, Item 1A of this Annual Report.

See Note L to theconsolidated financial statements for additional information on environmental matters including the Company's accrual for environmental remediation costs.

INFLATION

Inflation has not had a significant impact on the Company over the past three years and the Company does not expect it to have a significant impact on the results of operations or financial condition in the foreseeable future.

CRITICAL ACCOUNTING POLICIES

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America which require that management make numerous estimates and assumptions. Actual results could differ from those estimates and assumptions, impacting the reported results of operations and financial position of the Company. The Company’s significant accounting policies are more fully described under Note A to the consolidated financial statements. Certain accounting policies, however, are considered to be critical in that (i) they are most important to the depiction

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of the Company’s financial condition and results of operations and (ii) their application requires management’s most subjective judgment in making estimates about the effect of matters that are inherently uncertain.

Asbestos Liabilities

The Company’s potential liability for asbestos cases is highly uncertain due to the difficulty of forecasting many factors, including the level of future claims, the rate of receipt of claims, the jurisdiction in which claims are filed, the nature of future claims (including the seriousness of alleged disease, whether claimants allege first exposure to asbestos before or during 1964 and the alleged link to Crown Cork), the terms of settlements of other defendants with asbestos-related liabilities, bankruptcy filings of other defendants (which may result in additional claims and higher settlement demands for non-bankrupt defendants), potential liabilities for claims filed after the Company’s ten-year projection period and the effect of state asbestos legislation (including the validity and applicability of the Pennsylvania legislation to non-Pennsylvania jurisdictions, where the substantial majority of the Company’s asbestos cases are filed). See Note K to the consolidated financial statements for additional information regarding the provision for asbestos-related costs.

At the end of each quarter, the Company considers whether there have been any material developments that would cause it to update its asbestos accrual calculations. Absent any significant developments in the asbestos litigation environment in general or with respect to the Company specifically, the Company updates its accrual calculations in the fourth quarter of each year. The Company’s asbestos accrual is an estimate of the amounts expected to be paid over the next ten years including outstanding claims, projected future claims and legal costs. Outstanding claims used in the accrual calculation are adjusted for factors such as claims filed in those states where the Company’s liability is limited by statute, claims alleging first exposure to asbestos after 1964 which are assumed to have no value and claims which are projected will never be paid which are assumed to have a reduced or nominal value based on the length of time outstanding. Projected future claims are calculated based on actual data for the most recent five years and are adjusted to account for the expectation that a percentage of these claims will never be paid. Outstanding and projected claims are multiplied by the average settlement cost of those claims for the most recent five years.

The five year average settlement cost per claim was $12,100, $10,600 and $8,200 for 2013, 2012 and 2011, respectively. The increase in average settlement cost per claim is primarily explained as follows. Crown Cork's settlement pool continues to include a higher percentage of claims alleging serious disease (primarily mesothelioma and other malignancies) which are settled for higher amounts. In addition, claims alleging serious disease have made up a higher percentage of claims filed and therefore a higher percentage of claims projected into the future. For example, of the projected claims related to claimants alleging first exposure to asbestos before or during 1964 and filed in states that have not enacted asbestos legislation, 56%, 54% and 45% in 2013, 2012 and 2011 respectively, relate to claims alleging serious diseases.

Because the Company’s asbestos liability is an estimate of the amounts expected to be paid over the next ten years, the Company expects to record a charge each year to account for projected claims in the new tenth year. As claims are not submitted or settled evenly throughout the year, it is difficult to predict at any time during the year whether the number of claims or average settlement cost over the five year period ending December 31 of such year will increase compared to the prior five year period.

In 2013, the Company recorded a charge of $32 primarily due to the impact of including an additional year of settlement and legal costs in the Company’s projection period and the impact of valuing higher levels of outstanding and projected claims, which include a higher percentage of claims alleging serious disease, at higher average settlement amounts.

If the recent trend of settling a higher percentage of claims alleging serious disease (primarily mesothelioma and other malignancies) which are settled for higher amounts continues, average settlement costs per claim are likely to increase and, if not offset by a reduction in overall claims and settlements, the Company may record additional charges in the future. A 10% change in either the average cost per claim or the number of projected claims would increase or decrease the estimated liability at December 31, 2013

by $26 for the following ten-year period. A 10% increase in these two factors at the same time would increase the estimated liability at December 31, 2013 by $55 for the following ten-year period. A 10% decrease in these two factors at the same time would decrease the estimated liability at December 31, 2013 by $49 for the following ten-year period.

Goodwill Impairment

The Company performs a goodwill impairment review in the fourth quarter of each year or when facts and circumstances indicate goodwill may be impaired. In accordance with the accounting guidance, the Company may first perform a qualitative assessment on none, some, or all of its reporting units to determine whether further quantitative impairment testing is necessary. Factors that the Company may consider in its qualitative assessment include, but are not limited to, general economic conditions, changes in the markets in which the Company operates, changes in input costs that may affect earnings and cash flows, trends over multiple

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Crown Holdings, Inc.

periods and the difference between the reporting unit's fair value and carrying amount as determined in the most recent fair value calculation.

The quantitative impairment test involves a number of assumptions and judgments, including the calculation of fair value for the Company’s identified reporting units. The Company determines the estimated fair value for each reporting unit based on the average of the estimated fair values calculated using market values for comparable businesses and discounted cash flow projections. The Company uses an average of the two methods in estimating fair value because it believes they provide an equal probability of yielding an appropriate fair value for the reporting unit. The Company’s estimates of future cash flows include assumptions concerning future operating performance and economic conditions and may differ from actual future cash flows. Under the first method of calculating estimated fair value, the Company obtains publicly available trading multiples based on the enterprise value of companies in the packaging industry whose shares are publicly traded. The Company also reviews available information regarding the multiples used in recent transactions, if any, involving transfers of controlling interests in the packaging industry. The appropriate multiple is applied to the forecasted Adjusted EBITDA (a non-GAAP item defined by the Company as net customer sales, less cost of products sold excluding depreciation and amortization, less selling and administrative expenses) of the reporting unit to obtain an estimated fair value. Under the second method, fair value is calculated as the sum of the projected discounted cash flows of the reporting unit over the next five years and the terminal value at the end of those five years. The projected cash flows generally include a no growth assumption unless there has recently been a material change in the business or a material change is forecasted. The discount rate used is based on the average weighted-average cost of capital of companies in the packaging industry, which information is available through various sources.

The terminal value at the end of five years is the product of forecasted Adjusted EBITDA at the end of the five year period and the trading multiple. The Company used an EBITDA multiple of 7.5 times in its 2013 review which was consistent with the multiple used in 2012 and is supported by recent transactions in the industry. The Company used a discount rate of 6.8% in its 2013 review which increased from the 6.5% used in 2012 due to an increase in the weighted average cost of capital of companies in the packaging industry.

The Company completed its annual review for 2013 and determined that no adjustments to the carrying value of goodwill were necessary. Although no goodwill impairment was recorded, there can be no assurances that future goodwill impairments will not occur. Based upon the Company’s qualitative and quantitative assessment including consideration of the sensitivity of the assumptions made and methods used to determine fair value, industry trends and other relevant factors, the Company did not have any reporting unit at the end of 2013 whose fair value did not materially exceed its carrying value.

As of December 31, 2013, the estimated fair value of the European Aerosols and Specialty Packaging reporting unit, using the methods and assumptions described above, was 50% higher than its carrying value, and the reporting unit had $155 of goodwill. The maximum potential effect of weighting the two valuation methods other than equally would have been to increase or decrease the estimated fair value by $8. Assuming all other factors remain the same, a $1 change in forecasted annual Adjusted EBITDA changes the excess of estimated fair value over carrying value by $9; a change of 0.5 in the assumed EBITDA multiple changes the excess of estimated fair value over carrying value by $17; and an increase in the discount rate from 6.8% to 7.8% changes the excess of estimated fair value over carrying value by $6. Under each of these scenarios, the reporting unit's fair value exceeded its carrying value. The projections used in the Company's analysis did not assume a significant recovery in sales unit volumes in 2014 but did assume that the Company will be able to realize the anticipated savings from its recent headcount and capacity reductions. If future operating results were to decline causing the estimated fair value to fall below its carrying value, it is possible that an impairment charge of up to $155 could be recorded.

Long-lived Assets Impairment

The Company performs an impairment review of its long-lived assets, primarily property, plant and equipment, when facts and circumstances indicate the carrying value may not be recoverable from its undiscounted cash flows. Any impairment loss is measured by comparing the carrying amount of the asset to its fair value. The Company’s estimates of future cash flows involve assumptions concerning future operating performance, economic conditions and technological changes that may affect the future useful lives of the assets. These estimates may differ from actual cash flows or useful lives.

Tax Valuation Allowance

The Company records a valuation allowance to reduce its deferred tax assets when it is more likely than not that a portion of the tax assets will not be realized. The estimate of the amount that will not be realized requires the use of assumptions concerning the Company’s future taxable income. These estimates are projected through the life of the related deferred tax assets based on assumptions that management believes are reasonable. The Company considers all sources of taxable income in estimating its

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valuation allowances, including taxable income in any available carry back period; the reversal of taxable temporary differences; tax-planning strategies; and taxable income expected to be generated in the future other than from reversing temporary differences.

Should the Company change its estimate of the amount of deferred tax assets that it would be able to realize, an adjustment to the valuation allowance would result in an increase or decrease in tax expense in the period such a change in estimate was made. See Note W to the consolidated financial statements for additional information on the Company’s valuation allowances.

Unrecognized Tax Positions

The Company recognizes the impact of a tax position if, in the Company’s opinion, it is more likely than not that the position will be sustained on audit, based on the technical merits of that position. The tax position is measured at the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. The determination of whether the impact should be recognized, and the measurement of the impact, can require significant judgment and the Company’s estimate may differ from actual settlement amounts. See Note W to the consolidated financial statements for additional information on the Company’s tax positions.

Pension and Postretirement Benefits

Accounting for pensions and postretirement benefit plans requires the use of estimates and assumptions regarding numerous factors, including discount rates, rates of return on plan assets, compensation increases, health care cost increases, mortality and employee turnover. Actual results may differ from the Company’s actuarial assumptions, which may have an impact on the amount of reported expense or liability for pensions or postretirement benefits. The Company recorded pension expense of $75 in 2013 and currently projects its 2014 pension expense to be $63 using foreign currency exchange rates in effect at December 31, 2013.

The rate of return assumptions are reviewed at each measurement date based on the pension plans’ investment policies, current asset allocations and an analysis of the historical returns of the capital markets.

The U.S. plan’s assumed rate of return was 8.0 % in 2013 and is 8.0% in 2014. The U.K. plan’s assumed rate of return was 5.75% in 2013 and is 6.25% in 2014. The assumed rate of return for 2014 was calculated on a similar basis to 2013 as described in Note V to the consolidated financial statements. A 0.25% change in the expected rates of return would change 2014 pension expense by approximately $11.

Discount rates were selected using a method that matches projected payouts from the plans with zero-coupon AA bond yield curves in the respective currencies. The yield curves were constructed from the underlying bond price and yield data collected as of the plans’ measurement date and are represented by a series of annualized, individual discount rates with durations ranging from six months to thirty years. Each discount rate in the curve was derived from an equal weighting of the AA bond universe, apportioned into distinct maturity groups. These individual discount rates were then converted into a single equivalent discount rate. To assure that the resulting rates can be achieved by the plan, only bonds with sufficient capacity that satisfy certain criteria and are expected to remain available through the period of maturity of the plan benefits were used to develop the discount rate. A 0.25% change in the discount rates from those used at December 31, 2013 would change 2014 pension expense by approximately $4 and postretirement expense by approximately $1. A 0.25% change in the discount rates from those used at December 31, 2013 would have changed the pension benefit obligation by approximately $156 and the postretirement benefit obligation by $4 as of December 31, 2013. See Note V to the consolidated financial statements for additional information on pension and postretirement benefit obligations and assumptions.

As of December 31, 2013, the Company had pre-tax unrecognized net losses in other comprehensive income of $1,906 related to its pension plans and a net gain of $77 related to its other postretirement benefit plans. Unrecognized gains and losses arise each year primarily due to changes in discount rates, differences in actual plan asset returns compared to expected returns, and changes in actuarial assumptions such as mortality. For example, the unrecognized net loss in the Company’s pension plans included a current year loss of $28 due to actual asset returns lower than expected returns and a gain of $124 primarily due to lower discount

rates at the end of 2013 compared to 2012. Unrecognized gains and losses are accumulated in other comprehensive income and the portion in each plan that exceeds 10% of the greater of that plan’s assets or projected benefit obligation is amortized to income over future periods. The Company’s pension expense for the year ended December 31, 2013 included charges of $126 for the amortization of unrecognized net losses, and the Company estimates charges of $113 in 2014. The unrecognized net losses in the pension plans as of December 31, 2013 include $1,040 in the U.K. defined benefit plan, $733 in the U.S defined benefit plans and $129 in the Canadian defined benefit plans. Amortizable losses in the U.K. plan are being recognized over 22 years, representing the average expected life of inactive employees as over 90% of the plan participants are inactive and the fund is closed to new participants. Amortizable losses in the U.S. plans are being recognized over the average remaining service life of active participants of 15 years. Amortizable losses in the Canadian plans are being recognized over the average remaining service life of active

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participants of 8 years. An increase of 10% in the number of years used to amortize unrecognized losses in each plan would decrease estimated charges for 2014 by $10. A decrease of 10% in the number of years would increase the estimated 2014 charge by $13.

Unrecognized net losses of $77 in the Company’s other postretirement benefit plans as of December 31, 2013, primarily include $60 in the U.S. plans, with the amortizable portion being recognized over the average remaining service life of active participants of 10 years. The Company’s other postretirement benefits expense for the year ended December 31, 2013 included a loss of $10 for the amortization of unrecognized net losses, and the Company estimates losses of $8 in 2014. An increase of 10% in the number of years used to amortize the unrecognized losses in each plan would decrease the estimated charge for 2014 by $1. A decrease of 10% in the number of years would increase the estimated charge for 2014 by $1.

RECENT ACCOUNTING GUIDANCE

In March 2013, the FASB issued changes to the guidance on a parent’s accounting for cumulative translation adjustments upon derecognition of certain subsidiaries or groups of assets within a foreign entity or of an investment in a foreign entity. The changes primarily clarify existing guidance regarding when cumulative translation adjustments should be released into earnings upon the occurrence of various events. The guidance, which will be effective for the Company on January 1, 2014, will be applied prospectively to future transactions and is not expected to have a material impact on the Company's financial statements.

See Note A to the consolidated financial statements for information on recently adopted accounting guidance.

FORWARD LOOKING STATEMENTS

Statements in this Annual Report, including those in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in the discussions of the provision for asbestos under Note K and other contingencies under Note L to the consolidated financial statements included in this Annual Report and in discussions incorporated by reference into this Annual Report (including, but not limited to, those in “Compensation Discussion and Analysis” in the Company’s Proxy Statement), 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 other oral or written statements which are also “forward-looking statements.” Forward-looking statements can be identified by words, such as “believes,” “estimates,” “anticipates,” “expects” and other words of similar meaning in connection with a discussion of future operating or financial performance. These may include, among others, statements relating to (i) the Company’s plans or objectives for future operations, products or financial performance, (ii) the Company’s indebtedness and other contractual obligations, (iii) the impact of an economic downturn or growth in particular regions, (iv) anticipated uses of cash, (v) cost reduction efforts and expected savings, (vi) the Company’s policies with respect to executive compensation and (vii) the expected outcome of contingencies, including with respect to asbestos-related litigation and pension and postretirement liabilities.

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.

Important factors that could cause the actual results of operations or financial condition of the Company to differ include, but are not necessarily limited to, the ability of the Company to expand successfully in international and emerging markets; the Company’s ability to close the Mivisa transaction in 2014, or at all; whether the transaction will be approved by the European Commission or other competition authorities; whether the transaction will be accretive to the Company’s earnings; whether sales and profits of Mivisa will continue to grow; whether the combination of the Company and Mivisa will provide benefits to customers and shareholders; whether the operations of Mivisa can be successfully integrated into the Company’s operations; the ability of the Company to repay, refinance or restructure its short and long-term indebtedness on adequate terms and to comply with the terms of its agreements relating to debt; the impact of the ongoing European Sovereign debt crisis; the Company’s ability to generate significant cash to meet its obligations and invest in its business and to maintain appropriate debt levels; restrictions on the Company’s use of available cash under its debt agreements; changes or differences in U.S. or international economic or political conditions, such as inflation or fluctuations in interest or foreign exchange rates (and the effectiveness of any currency or interest rate hedges), tax rates and tax laws (including with respect to taxation of unrepatriated non-U.S. earnings or as a result of the depletion of net loss carryforwards); the impact of health care reform in the U.S.; the impact of foreign trade laws and practices; the collectability of receivables; war or acts of terrorism that may disrupt the Company’s production or the supply or pricing of raw materials, including in the Company’s Middle East operations, impact the financial condition of customers or adversely affect the Company’s ability to refinance or restructure its remaining indebtedness; changes in the availability and pricing of raw materials (including aluminum can sheet, steel tinplate, energy, water, inks and coatings) and the Company’s ability to pass raw material, energy and freight price increases and surcharges through to its customers or to otherwise manage these commodity pricing risks;

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the Company’s ability to obtain and maintain adequate pricing for its products, including the impact on the Company’s revenue, margins and market share and the ongoing impact of price increases; energy and natural resource costs; the cost and other effects of legal and administrative cases and proceedings, settlements and investigations; the outcome of asbestos-related litigation (including the number and size of future claims and the terms of settlements, and the impact of bankruptcy filings by other companies with asbestos-related liabilities, any of which could increase Crown Cork’s asbestos-related costs over time, the adequacy of reserves established for asbestos-related liabilities, Crown Cork’s ability to obtain resolution without payment of asbestos-related claims by persons alleging first exposure to asbestos after 1964, and the impact of state legislation dealing with asbestos liabilities and any litigation challenging that legislation and any future state or federal legislation dealing with asbestos liabilities); the Company’s ability to realize deferred tax benefits; changes in the Company’s critical or other accounting policies or the assumptions underlying those policies; labor relations and workforce and social costs, including the Company’s pension and postretirement obligations and other employee or retiree costs; investment performance of the Company’s pension plans; costs and difficulties related to the acquisition of a business and integration of acquired businesses; the impact of any potential dispositions, acquisitions or other strategic realignments, which may impact the Company’s operations, financial profile, investments or levels of indebtedness; the Company’s ability to realize efficient capacity utilization and inventory levels and to innovate new designs and technologies for its products in a cost-effective manner; competitive pressures, including new product developments, industry overcapacity, or changes in competitors’ pricing for products; the Company’s ability to achieve high capacity utilization rates for its equipment; the Company’s ability to maintain, develop and capitalize on competitive technologies for the design and manufacture of products and to withstand competitive and legal challenges to the proprietary nature of such technology; the Company’s ability to protect its information technology systems from attacks or catastrophic failure; the strength of the Company’s cyber-security; the Company’s ability to generate sufficient production capacity; the Company’s ability to improve and expand its existing product and product lines; the impact of overcapacity on the end-markets the Company serves; loss of customers, including the loss of any significant customers; changes in consumer preferences for different packaging products; the financial condition of the Company’s vendors and customers; weather conditions, including their effect on demand for beverages and on crop yields for fruits and vegetables stored in food containers; the impact of natural disasters, including in emerging markets; changes in governmental regulations or enforcement practices, including with respect to environmental, health and safety matters and restrictions as to foreign investment or operation; the impact of increased governmental regulation on the Company and its products, including the regulation or restriction of the use of bisphenol-A; the impact of the Company’s initiative to generate additional cash, including the reduction of working capital levels and capital spending; the ability of the Company to realize cost savings from its restructuring programs; the Company’s ability to maintain adequate sources of capital and liquidity; costs and payments to certain of the Company’s executive officers in connection with any termination of such executive officers or a change in control of the Company; the impact of existing and future legislation regarding refundable mandatory deposit laws in Europe for non-refillable beverage containers and the implementation of an effective return system; and changes in the Company’s strategic areas of focus, which may impact the Company’s operations, financial profile or levels of indebtedness.

Some of the factors noted above are discussed elsewhere in this Annual Report and prior Company filings with the Securities and Exchange Commission (“SEC”), including within Part I, Item 1A, “Risk Factors” in this Annual Report. In addition, other factors have been or may be discussed from time to time in the Company’s SEC filings.

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 SEC, the Company does not intend to review or revise any particular forward-looking statement in light of future events.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The information set forth within “Management’s Discussion and Analysis of Financial Condition and Results of Operations” under the caption “Market Risk” in this Annual Report is incorporated herein by reference.

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX TO FINANCIAL STATEMENTS
Financial Statements
Management’s Report on Internal Control Over Financial Reporting	43
Report of Independent Registered Public Accounting Firm	44
Consolidated Statements of Operations for the years ended December 31, 2013, 2012 and 2011	45
Consolidated Statements of Comprehensive Income for the years ended December 31, 2013, 2012 and 2011	46
Consolidated Balance Sheets as of December 31, 2013 and 2012	47
Consolidated Statements of Cash Flows for the years ended December 31, 2013, 2012 and 2011	48
Consolidated Statements of Changes in Shareholders' Equity for the years ended December  31, 2013, 2012 and 2011	49
Notes to Consolidated Financial Statements	50
Supplementary Information	109
Financial Statement Schedule
Schedule II – Valuation and Qualifying Accounts and Reserves	110

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Crown Holdings, Inc.

Management’s Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended). The Company’s system of internal control over financial reporting is designed 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.

Because of the inherent limitations, a system of internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2013. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control - Integrated Framework (1992). Based on its assessment, management has concluded that, as of December 31, 2013, the Company’s internal control over financial reporting was effective based on those criteria.

The effectiveness of the Company’s internal control over financial reporting as of December 31, 2013 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein.

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Crown Holdings, Inc.

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Crown Holdings, Inc:

In our opinion, the consolidated financial statements listed in the accompanying index present fairly, in all material respects, the financial position of Crown Holdings, Inc. and its subsidiaries at December 31, 2013 and December 31, 2012, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2013in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the accompanying index presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2013, based on criteria established in Internal Control - Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company's management is responsible for these financial statements and financial statement schedule, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express opinions on these financial statements, on the financial statement schedule, and on the Company's internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

PricewaterhouseCoopers LLP

Philadelphia, PA

March 3, 2014

44

Crown Holdings, Inc.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in millions except per share data)

For the Years Ended December 31	2013			2012			2011
Net sales	$	8,656		$	8,470		$	8,644
Cost of products sold, excluding depreciation and amortization	7,180			7,013			7,120
Depreciation and amortization	134			180			176
Gross profit	1,342			1,277			1,348
Selling and administrative expense	425			382			395
Provision for asbestos	32			35			28
Provision for restructuring	46			48			77
Asset impairments and sales	(12		)	(48		)	6
Loss from early extinguishments of debt	41			—			32
Interest expense	236			226			232
Interest income	(5		)	(7		)	(11		)
Foreign exchange	3			(1		)	2
Income before income taxes and equity earnings	576			642			587
Provision for / (benefit from) income taxes	148			(17		)	194
Equity earnings in affiliates	—			5			3
Net income	428			664			396
Net income attributable to noncontrolling interests	(104		)	(105		)	(114		)
Net income attributable to Crown Holdings	$	324		$	559		$	282
Earnings per common share attributable to Crown Holdings:
Basic	$	2.32		$	3.83		$	1.86
Diluted	$	2.30		$	3.77		$	1.83

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

45

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in millions)

For the Years Ended December 31	2013			2012			2011
Net income	$	428		$	664		$	396
Other comprehensive income / (loss), net of tax
Foreign currency translation adjustments	(10		)	76			(54		)
Pension and other postretirement benefits	126			(135		)	(120		)
Derivatives qualifying as hedges	(17		)	40			(93		)
Total other comprehensive income / (loss)	99			(19		)	(267		)
Total comprehensive income	527			645			129
Net income attributable to noncontrolling interests	(104		)	(105		)	(114		)
Translation adjustments attributable to noncontrolling interests	—			(1		)	(2		)
Derivatives qualifying as hedges attributable to noncontrolling interests	2			(4		)	6
Comprehensive income attributable to Crown Holdings	$	425		$	535		$	19

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

46

Crown Holdings, Inc.

CONSOLIDATED BALANCE SHEETS

(in millions, except share data)

December 31	2013			2012
Assets
Current assets
Cash and cash equivalents	$	689		$	350
Receivables, net	1,064			1,057
Inventories	1,213			1,166
Prepaid expenses and other current assets	214			177
Total current assets	3,180			2,750
Goodwill	2,016			1,998
Property, plant and equipment, net	2,152			2,005
Other non-current assets	682			747
Total	$	8,030		$	7,500
Liabilities and equity
Current liabilities
Short-term debt	$	279		$	261
Current maturities of long-term debt	94			115
Accounts payable and accrued liabilities	2,547			2,146
Total current liabilities	2,920			2,522
Long-term debt, excluding current maturities	3,469			3,289
Postretirement and pension liabilities	891			1,098
Other non-current liabilities	461			462
Commitments and contingent liabilities (Note L)
Equity/(deficit)
Noncontrolling interests	285			289
Preferred stock, authorized: 30,000,000; none issued (Note O)	—			—
Common stock, par value: $5.00; authorized: 500,000,000 shares; issued:
185,744,072 shares (Note O)	929			929
Additional paid-in capital	431			668
Accumulated earnings	1,395			1,071
Accumulated other comprehensive loss	(2,513		)	(2,614		)
Treasury stock at par value (2013 - 47,536,183 shares; 2012 - 42,607,599 shares)	(238		)	(214		)
Crown Holdings shareholders’ equity/(deficit)	4			(160		)
Total equity	289			129
Total	$	8,030		$	7,500

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

47

Crown Holdings, Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)

For the Years Ended December 31	2013			2012			2011
Cash flows from operating activities
Net income	$	428		$	664		396
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	134			180			176
Provision for restructuring	46			48			77
Asset impairments and sales	(12		)	(48		)	6
Provision for bad debts	41			—			2
Pension expense	75			97			97
Pension contributions	(84		)	(102		)	(404		)
Stock-based compensation	21			18			18
Deferred income taxes	50			(101		)	83
Changes in assets and liabilities:
Receivables	(51		)	(113		)	(36		)
Inventories	(45		)	21			(119		)
Accounts payable and accrued liabilities	246			(6		)	100
Other, net	36			(37		)	(17		)
Net cash provided by operating activities	885			621			379
Cash flows from investing activities
Capital expenditures	(275		)	(324		)	(401		)
Insurance proceeds	8			48			—
Acquisition of businesses, net of cash acquired	(16		)	(78		)	—
Proceeds from sale of businesses, net of cash sold	10			—			4
Proceeds from sale of property, plant and equipment	29			3			26
Other	(2		)	(11		)	(1		)
Net cash used for investing activities	(246		)	(362		)	(372		)
Cash flows from financing activities
Proceeds from long-term debt	1,083			110			1,770
Payments of long-term debt	(1,022		)	(66		)	(1,069		)
Net change in revolving credit facility and short-term debt	18			28			(192		)
Debt issue costs	(32		)	—			(22		)
Common stock issued	21			15			11
Common stock repurchased	(300		)	(257		)	(312		)
Purchase of noncontrolling interests	(16		)	(4		)	(202		)
Dividends paid to noncontrolling interests	(78		)	(79		)	(104		)
Other	20			(1		)	(9		)
Net cash used for financing activities	(306		)	(254		)	(129		)
Effect of exchange rate changes on cash and cash equivalents	6			3			1
Net change in cash and cash equivalents	339			8			(121		)
Cash and cash equivalents at January 1	350			342			463
Cash and cash equivalents at December 31	$	689		$	350		$	342

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’ EQUITY

(in millions)

	Crown Holdings, Inc. Shareholders’ Equity
	Common Stock		Paid-in Capital			Accumulated Earnings/ (Deficit)		Accumulated Other Comprehensive Loss			Treasury Stock			Total Crown Equity			Noncontrolling Interests			Total
Balance at January 1, 2011	$	929	$	1,231		$	230	$	(2,333	)	$	(153	)	$	(96	)	$	325		$	229
Net income						282								282			114			396
Other comprehensive income / (loss)								(263		)				(263		)	(4		)	(267		)
Dividends paid to noncontrolling interests																	(104		)	(104		)
Contribution from noncontrolling interests																	2			2
Restricted stock awarded			(2		)						2
Stock-based compensation			18											18						18
Common stock issued			7								4			11						11
Common stock repurchased			(272		)						(40		)	(312		)				(312		)
Purchase of noncontrolling interests			(119		)			6						(113		)	(99		)	(212		)
Balance at December 31, 2011	$	929	$	863		$	512	$	(2,590	)	$	(187	)	$	(473	)	$	234		$	(239	)
Net income						559								559			105			664
Other comprehensive income / (loss)								(24		)				(24		)	5			(19		)
Dividends paid to noncontrolling interests																	(79		)	(79		)
Contribution from noncontrolling interests																	17			17
Acquisition of business																	7			7
Restricted stock awarded			(2		)						2
Stock-based compensation			18											18						18
Common stock issued			11								6			17						17
Common stock repurchased			(222		)						(35		)	(257		)				(257		)
Balance at December 31, 2012	$	929	$	668		$	1,071	$	(2,614	)	$	(214	)	$	(160	)	$	289		$	129
Net income						324								324			104			428
Other comprehensive income / (loss)								101						101			(2		)	99
Dividends paid to noncontrolling interests																	(93		)	(93		)
Restricted stock awarded			(6		)						6									—
Stock-based compensation			21											21						21
Common stock issued			16								5			21						21
Common stock repurchased			(265		)						(35		)	(300		)				(300		)
Purchase of noncontrolling interests			(3		)			—						(3		)	(13		)	(16		)
Balance at December 31, 2013	$	929	$	431		$	1,395	$	(2,513	)	$	(238	)	$	4		$	285		$	289

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

49

Crown Holdings, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except share, per share, employee and statistical data)

A. Summary of Significant Accounting Policies

Business and Principles of Consolidation. The consolidated financial statements include the accounts of Crown Holdings, Inc. (the “Company”) and its consolidated subsidiary companies (where the context requires, the “Company” shall include reference to the Company and its consolidated subsidiary companies).

The Company manufactures and sells metal containers, metal closures, and canmaking equipment. These products are manufactured in the Company’s plants both within and outside the U.S. and are sold through the Company’s sales organization to the soft drink, food, citrus, brewing, household products, personal care and various other industries. The financial statements were prepared in conformity with accounting principles generally accepted in the United States of America and reflect management’s estimates and assumptions. Actual results could differ from those estimates, impacting reported results of operations and financial position. All intercompany accounts and transactions are eliminated in consolidation. In deciding which entities should be reported on a consolidated basis, the Company first determines whether the entity is a variable interest entity (“VIE”). If an entity is a VIE, the Company determines whether it is the primary beneficiary based on whether it (1) has the power to direct the activities of the VIE that most significantly impact the entity’s economic performance and (2) has the obligation to absorb losses of the entity or the right to receive benefits from the entity that could potentially be significant to the VIE. If an entity is not a VIE, the Company consolidates those entities in which it has control, including certain subsidiaries that are not majority-owned. Certain of the Company’s agreements with noncontrolling interests contain provisions in which the Company would surrender certain decision-making rights upon a change in control of the Company. Accordingly, consolidation of these operations may no longer be appropriate subsequent to a change in control of the Company, as defined in the agreements. Investments in companies in which the Company does not have control, but has the ability to exercise significant influence over operating and financial policies, are accounted for by the equity method. Investments in securities where the Company does not have the ability to exercise significant influence over operating and financial policies, and whose fair value is readily determinable such as those listed on a securities exchange, are referred to as “available for sale securities” and reported at their fair value with unrealized gains and losses reported in accumulated other comprehensive income in equity. Other investments are carried at cost.

Foreign Currency Translation. For non-U.S. subsidiaries which operate in a local currency environment, assets and liabilities are translated into U.S. dollars at year-end exchange rates. Income, expense and cash flow items are translated at average exchange rates prevailing during the year. Translation adjustments for these subsidiaries are accumulated as a separate component of accumulated other comprehensive income in equity. For non-U.S. subsidiaries that use a U.S. dollar functional currency, local currency inventories and property, plant and equipment are translated into U.S. dollars at approximate rates prevailing when acquired; all other assets and liabilities are translated at year-end exchange rates. Inventories charged to cost of sales and depreciation are remeasured at historical rates; all other income and expense items are translated at average exchange rates prevailing during the year. Gains and losses which result from remeasurement are included in earnings.

Revenue Recognition. Revenue is recognized from product sales when the goods are shipped and the title and risk of loss pass to the customer. Provisions for discounts and rebates to customers, returns, and other adjustments are estimated and provided for in the period that the related sales are recorded. Taxes collected from customers and remitted to governmental authorities are excluded from net sales. Shipping and handling fees and costs are reported as cost of products sold.

Stock-Based Compensation. The Company has stock-based employee compensation plans that are currently comprised of fixed stock option grants and restricted stock awards. Compensation expense is recognized over the vesting period on a straight-line basis using the grant date fair value of the award and the estimated number of awards that are expected to vest. The Company’s plans provide for stock awards which include accelerated vesting upon retirement, disability, or death of eligible employees. The Company considers a stock-based award to be vested when the service period is no longer contingent on the employee providing future service. Accordingly, the related compensation cost is recognized immediately for awards granted to retirement-eligible individuals or over the period from the grant date to the date that retirement eligibility is achieved, if less that the stated vesting period.

Cash and Cash Equivalents. Cash equivalents represent investments with maturities of three months or less from the time of purchase and are carried at cost, which approximates fair value because of the short maturity of those instruments. Outstanding checks in excess of funds on deposit are included in accounts payable.

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Crown Holdings, Inc.

Accounts Receivable and Allowance for Doubtful Accounts. Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the best estimate of the amount of probable credit losses in the existing accounts receivable. The allowance is determined based on a review of individual accounts for collectability, generally

focusing on those accounts that are past due or experiencing financial difficulties. The current year expense to adjust the allowance for doubtful accounts is recorded within selling and administrative expense in the consolidated statements of operations.

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

Property, Plant and Equipment. Property, plant and equipment (“PP&E”) is carried at cost less accumulated depreciation and includes expenditures for new facilities and equipment and those costs which substantially increase the useful lives or capacity of existing PP&E. Cost of constructed assets includes capitalized interest incurred during the construction and development period. Maintenance and repairs, including labor and material costs for planned major maintenance such as annual production line overhauls, are expensed as incurred. When PP&E is retired or otherwise disposed, the net carrying amount is eliminated with any gain or loss on disposition recognized in earnings at that time.

Depreciation and amortization are provided on a straight-line basis over the estimated useful lives of the assets described below (in years). The Company periodically reviews the estimated useful lives of its PP&E and, where appropriate, changes are made prospectively.

Land improvements	25
Buildings and Building Improvements	25 – 40
Machinery and Equipment	3 – 18

The Company, with the assistance of a third party appraiser, completed an evaluation of the estimated useful lives of its two-piece and three-piece can-making equipment. As a result, effective January 1, 2013, the company adjusted the estimated useful lives of its can-making equipment to reflect its current estimate of the useful lives. As a result of this change, for the year ended December 31, 2013, depreciation and amortization was lower by $49 and net income higher by $36 or $0.26 per diluted share.

Goodwill. Goodwill is carried at cost and reviewed for impairment in the fourth quarter of each year or when facts and circumstances indicate goodwill may be impaired. Goodwill was allocated to the reporting units at the time of the acquisition based on the relative fair values of the reporting units. In assessing goodwill for impairment, the Company may first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the Company determines that an impairment is more likely than not, it will perform the two-step quantitative impairment test using a combination of market values for comparable businesses and discounted cash flow projections compared to the reporting unit's carrying value including goodwill. If the carrying value of a reporting unit exceeds its fair value, any impairment loss is measured by comparing the carrying value of the reporting unit’s goodwill to its implied fair value.

Impairment or Disposal of Long-Lived Assets. In the event that facts and circumstances indicate that the carrying value of long-lived assets, primarily PP&E and certain identifiable intangible assets with finite lives, may be impaired, the Company performs a recoverability evaluation. If the evaluation indicates that the carrying value of an asset is not recoverable from its undiscounted cash flows, an impairment loss is measured by comparing the carrying value of the asset to its fair value, based on discounted cash flows. Long-lived assets classified as held for sale are presented in the balance sheet at the lower of their carrying value or fair value less cost to sell.

Taxes on Income. The provision for income taxes is determined using the asset and liability approach. Deferred taxes represent the future expected tax consequences of differences between the financial reporting and tax bases of assets and liabilities based upon enacted tax rates and laws. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized. Investment tax credits are accounted for using the deferral method.

The with-and-without approach is used to account for utilization of windfall tax benefits arising from the Company’s stock-based compensation plans and only the direct impact of awards is considered when calculating the amount of windfalls or shortfalls. Income tax-related interest is reported as interest expense and penalties are reported as income tax expense.

Derivatives and Hedging. All outstanding derivative financial instruments are recognized in the balance sheet at their fair values. The impact on earnings from recognizing the fair values of these instruments depends on their intended use, their hedge designation and their effectiveness in offsetting changes in the fair values of the exposures they are hedging. Changes in the fair values of

51

Crown Holdings, Inc.

instruments designated to reduce or eliminate adverse fluctuations in the fair values of recognized assets and liabilities and unrecognized firm commitments are reported currently in earnings along with changes in the fair values of the hedged items. Changes in the effective portions of the fair values of instruments used to reduce or eliminate adverse fluctuations in cash flows of anticipated or forecasted transactions are reported in equity as a component of accumulated other comprehensive income. Amounts in accumulated other comprehensive income are reclassified to earnings when the related hedged items impact earnings or the anticipated transactions are no longer probable. Changes in the fair values of derivative instruments that are not designated as hedges or do not qualify for hedge accounting treatment are reported currently in earnings. Amounts reported in earnings are classified consistent with the item being hedged.

The effectiveness of derivative instruments in reducing risks associated with the hedged exposures is assessed at inception and on an ongoing basis. Any amounts excluded from the assessment of hedge effectiveness, and any ineffective portion of designated hedges, are reported currently in earnings. Time value, a component of an instrument’s fair value, is excluded in assessing effectiveness for fair value hedges, except hedges of firm commitments, and included for cash flow hedges.

Hedge accounting is discontinued prospectively when (i) the instrument is no longer effective in offsetting changes in fair value or cash flows of the underlying hedged item, (ii) the instrument expires, is sold, terminated or exercised, or (iii) designating the instrument as a hedge is no longer appropriate.

The Company formally documents all relationships between its hedging instruments and hedged items at inception, including its risk management objective and strategy for establishing various hedge relationships. Cash flows from hedging instruments are classified in the Consolidated Statements of Cash Flows consistent with the items being hedged.

Treasury Stock. Treasury stock is reported at par value. The excess of fair value over par value is first charged to paid-in capital, if any, and then to retained earnings.

Research and Development. Net research, development and engineering costs of $36, $43 and $43 in 2013, 2012 and 2011, respectively, were expensed as incurred and reported in selling and administrative expense in the Consolidated Statements of Operations. Substantially all engineering and development costs are related to developing new products or designing significant improvements to existing products or processes. Costs primarily include employee salaries and benefits and facility costs.

Reclassifications. Certain reclassifications of prior years’ data have been made to conform to the current year presentation. As discussed further in Note S to the Company's consolidated financial statements, in the fourth quarter of 2013, the Company finalized the purchase price allocation related to its acquisition of Superior and as a result revised the presentation of certain 2012 amounts.

Recent Accounting and Reporting Pronouncements. In the first quarter of 2013, the Company adopted changes to the disclosure of offsetting assets and liabilities. These changes require an entity to disclose both gross and net information about instruments and transactions subject to an agreement similar to a master netting arrangement and eligible for offset in the statement of financial position. The disclosures are intended to enable users of an entity’s financial statements to understand and evaluate the effect or potential effect of master netting arrangements on an entity’s financial position, including the effect or potential effect of rights of setoff associated with certain financial instruments. Other than disclosure, these changes had no impact on the Company's consolidated financial statements. See Note R for the Company's disclosures.

In the first quarter of 2013, the Company adopted changes to the disclosure of amounts reclassified out of accumulated other comprehensive income. These changes require an entity to present in a single note or parenthetically on the face of the financial statements, the effect of significant amounts reclassified from each component of accumulated other comprehensive income based on its source and the income statement line items affected by the reclassification. If a component is not required to be reclassified to net income in its entirety, an entity is required to cross-reference to other disclosures that provide additional detail about those amounts. Other than disclosure, these changes had no impact on the Company's consolidated financial statements. See Note B for the Company's disclosures.

In the fourth quarter of 2013, the Company elected to early adopt changes to the presentation of an unrecognized tax benefit when a net operating loss or similar tax carryforward exists. The new guidance requires that an entity net its liability for an unrecognized tax benefit against all same-jurisdiction loss or similar tax carryforwards that would apply if the unrecognized tax benefit were settled for the presumed amount at the balance sheet date. The change did not have a material impact on the Company's consolidated balance sheet and had no impact on the Company's consolidated statements of operations, comprehensive income, cash flows or changes in shareholders' equity.

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Crown Holdings, Inc.

B. Accumulated Other Comprehensive Loss Attributable to Crown Holdings

The following table provides information about the changes in each component of accumulated other comprehensive income for the year ended December 31, 2013.

	Defined Benefit Plans			Foreign Currency Translation			Gains and Losses on Cash Flow Hedges			Total
Balance at December 31, 2012	$	(1,954	)	$	(648	)	$	(12	)	$	(2,614	)
Other comprehensive income (loss) before reclassifications	60			(8		)	(49		)	3
Amounts reclassified from accumulated other comprehensive income	66			(2		)	34			98
Other comprehensive income (loss)	126			(10		)	(15		)	101
Balance at December 31, 2013	$	(1,828	)	$	(658	)	$	(27	)	$	(2,513	)

The following table provides information about the amounts reclassified out of accumulated other comprehensive income in 2013.

Details about Accumulated Other Comprehensive Income Components	Amount Reclassified from Accumulated Other Comprehensive Income				Affected Line Item in the Statement of Operations
Gains and losses on cash flow hedges
Commodities		$	43		Cost of products sold
		43			Total before tax
		(11		)	Provision for income taxes
		$	32		Net of tax
Foreign exchange		$	9		Net sales
		(7		)	Cost of products sold
		2			Total before tax
		—			Provision for income taxes
		$	2		Net of tax
Total gains and losses on cash flow hedges		$	34
Foreign currency translation
Currency translation on disposed investment		$	(2	)	Asset impairments and sales
		(2		)	Total before tax
		—			Provision for income taxes
		$	(2	)	Net of tax
Amortization of defined benefit plan items
Actuarial losses		$	136		(a)
Prior service credit		(52		)	(a)
		84			Total before tax
		(18		)	Provision for income taxes
		$	66		Net of tax
Total reclassifications for the period		$	98		Net of tax

(a) These accumulated other comprehensive income components are included in the computation of net period pension and postretirement cost. See Note V for further details.

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Crown Holdings, Inc.

C. Receivables

	2013			2012
Accounts receivable	$	962		$	922
Less: allowance for doubtful accounts	(78		)	(37		)
Net trade receivables	884			885
Miscellaneous receivables	180			172
	$	1,064		$	1,057

As of December 31, 2013, the Company has a net receivable of $25 from a European Food customer who has been experiencing financial difficulties. If the Company's expectations with respect to collectability change, the Company may need to record an additional charge in the future that could be material.

The Company uses receivables securitization facilities in the normal course of business as part of managing its cash flows. In North America, the Company has a $200 securitization facility that matures in December 2015. In Europe, the Company has a €110 ($151 at December 31, 2013) securitization facility that matures in July 2017. The Company has determined that transactions under these facilities do not qualify for sale accounting and has therefore accounted for the transactions as secured borrowings with the receivables and associated liabilities recognized in the Company’s Consolidated Balance Sheets.

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

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

At December 31, amounts securitized or factored were as follows:

	2013		2012
Accounted for as secured borrowings	$	233	$	216
Accounted for as sales	$	348	$	312

In 2013, 2012 and 2011, the Company recorded expenses related to securitization and factoring facilities of $10, $8 and $10 as interest expense.

Collections from customers on securitized or factored receivables and related fees and costs are included in operating activities in the Consolidated Statements of Cash Flows. Proceeds and repayments related to securitization or factoring transactions that do not qualify for sale accounting are included in financing activities in the Consolidated Statements of Cash Flows.

D. Inventories

	2013		2012
Raw materials and supplies	$	645	$	602
Work in process	128		128
Finished goods	440		436
	$	1,213	$	1,166

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Crown Holdings, Inc.

E. Goodwill

Changes in the carrying amount of goodwill by reportable segment for the years ended December 31, 2013 and 2012 were as

follows:

	Americas Beverage			North America Food			European Beverage			European Food			Non-reportable Segments			Total
Balance at January 1, 2012:
Goodwill	$	455		$	162		$	732		$	1,284		$	295		$	2,928
Accumulated impairment losses	(29		)				(73		)	(724		)	(150		)	(976		)
Net	426			162			659			560			145			1,952
Foreign currency translation	2			2			19			14			9			46
Balance at December 31, 2012:
Goodwill	457			164			751			1,298			304			2,974
Accumulated impairment losses	(29		)				(73		)	(724		)	(150		)	(976		)
Net	428			164			678			574			154			1,998
Foreign currency translation	(4		)	(6		)	2			22			4			18
Balance at December 31, 2013:
Goodwill	453			158			753			1,320			308			2,992
Accumulated impairment losses	(29		)				(73		)	(724		)	(150		)	(976		)
Net	$	424		$	158		$	680		$	596		$	158		$	2,016

F. Property, Plant and Equipment

	2013			2012
Buildings and improvements	$	942		$	923
Machinery and equipment	4,768			4,559
Land and improvements	143			167
Construction in progress	172			185
	6,025			5,834
Less: accumulated depreciation and amortization	(3,873		)	(3,829		)
	$	2,152		$	2,005

G. Other Non-Current Assets

	2013		2012
Deferred taxes	$	488	$	577
Debt issue costs	54		40
Investments	20		30
Fair value of derivatives	—		1
Other	120		99
	$	682	$	747

The investments caption includes the Company’s investments accounted for by the equity method and the cost method.

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Crown Holdings, Inc.

H. Accounts Payable and Accrued Liabilities

	2013		2012
Trade accounts payable	$	1,768	$	1,470
Salaries, wages and other employee benefits, including pension and postretirement	164		168
Accrued taxes, other than on income	118		117
Restructuring	60		70
Accrued interest	68		47
Fair value of derivatives	58		27
Asbestos liabilities	28		25
Income taxes payable	19		12
Deferred taxes	30		15
Other	234		195
	$	2,547	$	2,146

I. Other Non-Current Liabilities

	2013		2012
Asbestos liabilities	$	232	$	231
Postemployment benefits	28		37
Income taxes payable	22		29
Deferred taxes	31		23
Environmental	12		12
Fair value of derivatives	2		3
Other	134		127
	$	461	$	462

Income taxes payable includes uncertain tax positions as discussed in Note W.

J. Lease Commitments

The Company leases manufacturing, warehouse and office facilities and certain equipment. Certain of the leases contain renewal or purchase options, but the leases do not contain significant contingent rental payments, escalation clauses, rent holidays, rent concessions or leasehold improvement incentives. Under long-term operating leases, minimum annual rentals are $55 in 2014, $41 in 2015, $32 in 2016, $24 in 2017, $14 in 2018 and $55 thereafter. Such rental commitments have been reduced by minimum sublease rentals of $9 due under non-cancelable subleases. Rental expense (net of sublease rental income) was $65, $63 and $62 in 2013, 2012 and 2011, respectively. The Company did not have any significant capital leases at December 31, 2013.

K. Asbestos-Related Liabilities

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

Prior to 1998, 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 recent years, the states of Alabama, Arizona, Florida, Georgia, Idaho, Indiana, Michigan, Mississippi, Nebraska, North Dakota, Ohio, Oklahoma, South Carolina, South Dakota, Tennessee, Utah, Wisconsin and Wyoming enacted legislation that limits asbestos-related liabilities under state law of companies such as Crown Cork that allegedly incurred these liabilities because they are successors by corporate merger to companies that had been involved with asbestos. The legislation, which applies to future and, with the exception of Georgia, South Carolina, South Dakota and Wyoming, pending claims, caps asbestos-related liabilities at

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Crown Holdings, Inc.

the fair market value of the predecessor's total gross assets adjusted for inflation. Crown Cork has paid significantly more for asbestos-related claims than the total value of its predecessor's assets adjusted for inflation. Crown Cork has integrated the legislation into its claims defense strategy. The Company cautions, however, that the legislation may be challenged and there can be no assurance regarding the ultimate effect of the legislation on Crown Cork.

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

On October 22, 2010, the Texas Supreme Court, in a 6-2 decision, reversed a lower court decision, Barbara Robinson v. Crown Cork & Seal Company, Inc., No. 14-04-00658-CV, Fourteenth Court of Appeals, Texas, which had upheld the dismissal of an asbestos-related case against Crown Cork. The Texas Supreme Court held that the Texas legislation was unconstitutional under the Texas Constitution when applied to asbestos-related claims pending against Crown Cork when the legislation was enacted in June of 2003. The Company believes that the decision of the Texas Supreme Court is limited to retroactive application of the Texas legislation to asbestos-related cases that were pending against Crown Cork in Texas on June 11, 2003 and therefore, in its accrual, continues to assign no value to claims filed after June 11, 2003.

In December 2001, the Commonwealth of Pennsylvania enacted legislation that limits the asbestos-related liabilities of Pennsylvania corporations that are successors by corporate merger to companies involved with asbestos. The legislation limits the successor’s liability for asbestos to the acquired company’s asset value adjusted for inflation. Crown Cork has paid significantly more for asbestos-related claims than the acquired company’s adjusted asset value. In November 2004, the legislation was amended to address a Pennsylvania Supreme Court decision (Ieropoli v. AC&S Corporation, et. al., No. 117 EM 2002) which held that the statute violated the Pennsylvania Constitution due to retroactive application. The Company cautions that the limitations of the statute, as amended, are subject to litigation and may not be upheld.

The Company further cautions that an adverse ruling in any litigation relating to the constitutionality or applicability to Crown Cork of one or more statutes that limits the asbestos-related liability of alleged defendants like Crown Cork could have a material impact on the Company.

The Company's approximate claims activity for the years ended 2013, 2012 and 2011 was as follows:

	2013		2012		2011
Beginning claims	51,000		50,000		50,000
New claims	4,000		3,000		2,000
Settlements or dismissals	(2,000	)	(2,000	)	(2,000	)
Ending claims	53,000		51,000		50,000

The Company's cash payments during the years ended 2013, 2012, and 2011 were as follows:

	2013		2012		2011
Asbestos-related payments	$	28	$	28	$	28
Settled claims payments (included in asbestos-related payments above)	21		20		20

In the fourth quarter of each year, the Company performs an analysis of outstanding claims and categorizes by year of exposure and state filed. As of December 31, 2013 and December 31, 2012, the Company's outstanding claims were:

	2013	2012
Claimants alleging first exposure after 1964	16,000	15,000
Claimants alleging first exposure before or during 1964 filed in:
Texas	13,000	13,000
Pennsylvania	2,000	2,000
Other states that have enacted asbestos legislation	6,000	6,000
Other states	16,000	15,000
Total claims outstanding	53,000	51,000

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Crown Holdings, Inc.

The outstanding claims in each period exclude approximately 19,000 inactive claims. Due to the passage of time, the Company considers it unlikely that the plaintiffs in these cases will pursue further action against the Company. The exclusion of these inactive claims had no effect on the calculation of the Company’s accrual as the claims were filed in states, as described above, where the Company’s liability is limited by statute.

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

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

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

	2013		2012		2011
Total claims	21	%	19	%	18	%
Pre-1964 claims in states without asbestos legislation	39	%	36	%	33	%

Crown Cork has entered into arrangements with plaintiffs’ counsel in certain jurisdictions with respect to claims which are not yet filed, or asserted, against it. However, Crown Cork expects claims under these arrangements to be filed or asserted against Crown Cork in the future. The projected value of these claims is included in the Company’s estimated liability as of December 31, 2013.

As of December 31, 2013, the Company’s accrual for pending and future asbestos-related claims and related legal costs was $260, including $221 for unasserted claims. The Company’s accrual includes estimated probable costs for claims through the year 2023. The Company’s accrual excludes potential costs for claims beyond 2023 because the Company believes that the key assumptions underlying its accrual are subject to greater uncertainty as the projection period lengthens.

Approximately 87% of the claims outstanding at the end of 2013 were filed by plaintiffs who do not claim a specific amount of damages or claim a minimum amount as established by court rules relating to jurisdiction; approximately 12% were filed by plaintiffs who claim damages of less than $5; approximately 1% were filed by plaintiffs who claim damages from $5 to less than $100 (87% of whom claim damages less than $25) and 3 were filed by plaintiffs who claim damages in excess of $100.

It is reasonably possible that the actual loss could be in excess of the Company’s accrual. However, the Company is unable to estimate the reasonably possible loss in excess of its accrual due to uncertainty in the following assumptions that underlie the Company’s accrual and the possibility of losses in excess of such accrual: the amount of damages sought by the claimant, the Company and claimant’s willingness to negotiate a settlement, the terms of settlements of other defendants with asbestos-related liabilities, the bankruptcy filings of other defendants (which may result in additional claims and higher settlements for non-bankrupt defendants), the nature of pending and future claims (including the seriousness of alleged disease, whether claimants allege first exposure to asbestos before or during 1964 and the claimant’s ability to demonstrate the alleged link to Crown Cork), the volatility of the litigation environment, the defense strategies available to the Company, the level of future claims, the rate of receipt of claims, the jurisdiction in which claims are filed, and the effect of state asbestos legislation (including the validity and applicability of the Pennsylvania legislation to non-Pennsylvania jurisdictions, where the substantial majority of the Company’s asbestos cases are filed).

L. Commitments and Contingent Liabilities

The Company, along with others in most cases, has been identified by the EPA or a comparable state environmental agency as a Potentially Responsible Party (“PRP”) at a number of sites and has recorded aggregate accruals of $6 for its share of estimated future remediation costs at these sites. The Company has been identified as having either directly or indirectly disposed of commercial or industrial waste at the sites subject to the accrual, and where appropriate and supported by available information,

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Crown Holdings, Inc.

generally has agreed to be responsible for a percentage of future remediation costs based on an estimated volume of materials disposed in proportion to the total materials disposed at each site. The Company has not had monetary sanctions imposed nor has the Company been notified of any potential monetary sanctions at any of the sites.

The Company has also recorded aggregate accruals of $7 for remediation activities at various worldwide locations that are owned by the Company and for which the Company is not a member of a PRP group. In 2013, in connection with a favorable arbitration ruling, the Company recorded a receivable of $3 for the recovery of certain remediation costs from a third party. Although the Company believes its accruals are adequate to cover its portion of future remediation costs, there can be no assurance that the ultimate payments will not exceed the amount of the Company’s accruals and will not have a material effect on its results of operations, financial position and cash flow. Any possible loss or range of potential loss that may be incurred in excess of the recorded accruals cannot be estimated.

The Company's Italian subsidiaries received assessments for value added taxes and related income taxes from the Italian tax authorities resulting from certain third party suppliers' failures to remit required value added tax payments due by those suppliers under Italian law with respect to purchases for resale to the Company. In 2013, the Company entered into a formal agreement with the Italian tax authorities to settle these matters and as a result recorded a pre-tax charge of $20 ($14 after-tax).

In 2013, an arbitrator ruled in favor of the Company over certain environmental indemnification matters related to a prior acquisition. Under the terms of the ruling, the Company received payment of $16 and as a result recognized a pre-tax gain of $16 ($11 after-tax).

The Company and its subsidiaries are also subject to various other lawsuits and claims with respect to labor, environmental, securities, vendor and other matters arising out of the Company’s normal course of business. While the impact on future financial results is not subject to reasonable estimation because considerable uncertainty exists, management believes that the ultimate liabilities resulting from such lawsuits and claims will not materially affect the Company’s consolidated earnings, financial position or cash flow.

The Company has various commitments to purchase materials, supplies and utilities as part of the ordinary conduct of business. The Company’s basic raw materials for its products are steel and aluminum, both of which are purchased from multiple sources. The Company is subject to fluctuations in the cost of these raw materials and has periodically adjusted its selling prices to reflect these movements. There can be no assurance, however, that the Company will be able to fully recover any increases or fluctuations in raw material costs from its customers. The Company also has commitments for standby letters of credit and for purchases of capital assets.

At December 31, 2013, the Company was party to certain indemnification agreements covering environmental remediation, lease payments and other potential costs associated with properties sold or businesses divested. For agreements with defined liability limits the maximum potential amount of future liability was $7. The Company accrues for costs related to these items when it is probable that a liability has been incurred and the amount can be reasonably estimated. At December 31, 2013, the Company also had guarantees of $39 related to the residual values of leased assets.

M. Restructuring

The Company recorded restructuring charges as follows:

	2013		2012		2011
North America Food	5		3		3
European Food	14		15		9
European Beverage	2		—		—
Asia Pacific	1		4		—
Non-reportable segments	16		18		45
Corporate	8		8		20
	$	46	$	48	$	77

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Crown Holdings, Inc.

Restructuring charges by type are as follows:

	2013		2012		2011
Termination benefits	$	35	$	35	$	56
Other exit costs	11		13		21
	$	46	$	48	$	77

2011 European Division Headquarters Relocation

As of December 31, 2013, the Company incurred costs of $40 which are expected to be the total costs related to the relocation of its European Division headquarters and management to Switzerland in order to benefit from a more centralized management location.

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

	Termination benefits		Other exit costs			Total
Balance at December 31, 2011	$	—	$	19		$	19
Provisions	—		3			3
Balance at December 31, 2012	—		22			22
Provisions	—		3			3
Payments	—		(7		)	(7		)
Balance at December 31, 2013	$	—	$	18		$	18

Other exit costs represent employee compensation costs resulting from an intercompany payment related to the relocation. The Company expects to pay the remaining costs in 2014 and 2015.

2012 European Food Actions

Through December 31, 2013, the Company incurred costs of $17 in connection with actions taken in 2012 to reduce manufacturing capacity and headcount in its European Food segment. These actions combined are expected to reduce headcount by approximately 165 and to eliminate approximately 7% of the business' capacity. The Company currently expects to incur future additional charges of $1 related to the actions which are expected to be completed in 2014 at an estimated aggregate cost of $18. The Company continues to review its supply and demand profile and long-term plans in Europe and it is possible that the Company may record additional restructuring charges in the future.

	Termination benefits			Other exit costs			Total
Balance at December 31, 2011	$	10		$	—		$	10
Provisions	14			1			15
Payments made	(7		)	(1		)	(8		)
Foreign currency translation	1			—			1
Balance at December 31, 2012	18			—			18
Provisions	—			2			2
Payments	(12		)	(2		)	(14		)
Balance at December 31, 2013	$	6		$	—		$	6

2011 and 2012 European Division Actions

Through December 31, 2013, the Company incurred costs of $67 in connection with actions taken in 2011 and 2012 to reduce manufacturing capacity and headcount in its European Aerosol and Specialty Packaging businesses. These actions combined are expected to reduce headcount by approximately 474 and to eliminate approximately 20% of the businesses' capacity. Due to the similar nature of these actions, the Company has combined them in the rollforward presented below. The Company currently expects to incur future additional charges of $2 related to the actions which are expected to be completed in 2014 at an estimated aggregate cost of $69. The Company expects to pay the liability through 2024 as certain employees have elected to receive payout as a fixed monthly sum over 11 years. The Company continues to review its supply and demand profile and long-term plans in Europe and it is possible that the Company may record additional restructuring charges in the future.

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Crown Holdings, Inc.

The table below summarizes the restructuring accrual balances and utilization by cost type for this action.

	Termination benefits			Other exit costs			Total
Balance at December 31, 2011	$	45		$	—		$	45
Provisions	15			3			18
Payments made	(23		)	(3		)	(26		)
Balance at December 31, 2012	37			—			37
Provisions	—			4			4
Payments made	(20		)	(4		)	(24		)
Foreign currency translation	(1		)	—			(1		)
Balance at December 31, 2013	$	16		$	—		$	16

2013 European Division Actions

During 2013, the Company recorded a charge of $31 related to a cost-reduction initiative to better align costs with ongoing market conditions in its European operations, primarily in its food, aerosol and specialty packaging businesses. The action is expected to result in the reduction of approximately 235 employees when completed in 2014. The Company expects to pay the liability in 2014 and does not expect to incur any additional charges related to this action.

The table below summarizes the restructuring accrual balances and utilization by cost type for this action.

	Termination benefits			Other exit costs		Total
Balance at December 31, 2012	$	—		$	—	$	—
Provision	31			—		31
Payments	(5		)	—		(5		)
Foreign currency translation	1			—		1
Balance at December 31, 2013	$	27		$	—	$	27

Other

As a result of prior restructuring actions in the Company's North America food business, the Company may incur a future charge of up to $16 related to pension settlements which may be triggered as employees elect to receive lump sum distributions. The timing and amount of the charge may be impacted by the number of employees who elect to receive lump sum distributions.

N. Asset Impairments and Sales

During 2013, the Company recognized a net gain of $12 for asset impairments and sales including $9 related to the sale of land and a building in Belgium.

During 2012, the Company recognized a net gain of $48 for asset impairments and sales including $31 related to insurance proceeds received for property damage incurred in the 2011 flooding of its beverage can plant in Thailand and a gain of $20 related to its acquisition of Superior Multi-Packaging, Ltd., as described further inNote S.

During 2011, the Company recorded a net charge of $6 for asset impairments and sales including a loss of $4 for the insurance deductible related to its beverage can plant in Thailand that was shut down in October due to damage caused by severe flooding. As a result of the flooding, the company wrote-off $23 of property, plant and equipment which was fully offset by anticipated insurance proceeds which the Company recognized because realization of such proceeds was considered probable.

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O. Capital Stock

A summary of common share activity for the years ended December 31 is as follows (in shares):

	2013		2012		2011
Common shares outstanding at January 1	143,136,473		148,449,293		155,256,791
Shares repurchased	(6,925,789	)	(6,954,968	)	(7,965,176	)
Shares issued upon exercise of employee stock options	855,061		1,143,755		666,183
Restricted stock issued to employees, net of forfeitures	1,115,484		468,323		463,885
Shares issued to non-employee directors	26,660		30,070		27,610
Common shares outstanding at December 31	138,207,889		143,136,473		148,449,293

The share repurchases were made pursuant to authorizations from the Company's Board of Directors. In December 2012, the Company's Board of Directors authorized the repurchase of an aggregate amount of $800 of the Company's common stock through the end of 2014. This authorization supersedes the previous authorization. Share repurchases under the Company's programs may be made in the open market or through privately negotiated transactions, and at times and in such amounts as management deems appropriate. The timing and actual number of shares repurchased will depend on a variety of factors including price, corporate and regulatory requirements and other market conditions. As of December 31, 2013, $507 of the Company's outstanding common stock may be repurchased under the authorization.

The Company is not obligated to acquire any shares of its common stock and the share repurchase program may be suspended or terminated at any time at the Company’s discretion. Share repurchases are subject to the terms of the Company’s debt agreements, market conditions and other factors. The repurchased shares, if any, are expected to be used for the Company’s stock-based benefit plans, as required, and to offset dilution resulting from the issuance of shares thereunder, and for other general corporate purposes.

The Board of Directors has the authority to issue, at any time or from time to time, up to 30 million shares of preferred stock and has authority to fix the designations, number and voting rights, preferences, privileges, limitations, restrictions, conversion rights and other special or relative rights, if any, of any class or series of any class of preferred stock that may be desired, provided the shares of any such class or series of preferred stock shall not be entitled to more than one vote per share when voting as a class with holders of the Company's common stock.

The Company’s ability to pay dividends and repurchase its common stock is limited by certain restrictions in its debt agreements. These restrictions are subject to a number of exceptions, however, allowing the Company to make otherwise restricted payments. The amount of restricted payments permitted to be made, including dividends and repurchases of the Company’s common stock, is generally limited to the cumulative excess of $200 plus 50% of adjusted net income plus proceeds from the exercise of employee stock options over the aggregate of restricted payments made since July 2004. Adjustments to net income may include, but are not limited to, items such as asset impairments, gains and losses from asset sales and early extinguishments of debt.

P. Stock-Based Compensation

The Company’s shareholder-approved stock-based incentive compensation plans provide for the granting of awards in the form of stock options, deferred stock, restricted stock or stock appreciation rights (“SARs”). The awards may be subject to the achievement of certain performance goals, generally based on market conditions, as determined by the Plan Committee designated by the Company’s Board of Directors. There have been no awards of SARs.

In April 2013, the Company's shareholders approved the 2013 Stock-Based Incentive Compensation Plan (the "Plan") which allows for a total of 6.2 million shares to be issued under future awards. As of December 31, 2013, approximately 5.0 million shares are available for future awards under the Plan.

Stock-based compensation expense was as follows:

	2013		2012		2011
Stock options	$	1	$	5	$	5
Restricted stock/deferred stock	20		12		12

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Crown Holdings, Inc.

Stock Options

A summary of stock option activity follows:

			2013
	Shares			Weighted average exercise price
Options outstanding at January 1	2,556,114			$	21.38
Granted	—			—
Exercised	(851,061	)		21.72
Forfeited	(5,000	)		23.45
Expired	(5,000	)		23.45
Options outstanding at December 31	1,695,053			21.20
Options fully vested or expected to vest at December 31	1,693,076			$	21.18

The following table summarizes outstanding and exercisable options at December 31, 2013:

Options Outstanding					Options Exercisable
Range of exercise prices	Number outstanding	Weighted average remaining contractual life in years	Weighted average exercise price		Number exercisable	Weighted average exercise price
$8.60 to $8.75	353,020	0.3	$	8.61	353,020	$	8.61
$13.20 to $23.19	20,500	2.9	19.50		18,500	19.10
$23.45	1,205,533	3.0	23.45		1,205,533	23.45
$23.88 to $40.01	116,000	6.6	36.41		38,000	31.32
	1,695,053	2.7	21.20		1,615,053	20.34

Outstanding stock options have a contractual term of ten years, are fixed-price and non-qualified. Options granted in 2007 or later vest over six years at 20% per year with initial vesting on the second anniversary of the grant.

Options outstanding at December 31, 2013 had an aggregate intrinsic value (which is the amount by which the stock price exceeded the exercise price of the options as of December 31, 2013) of $40. The aggregate intrinsic value of options exercised during the years ended December 31, 2013, 2012 and 2011 was $17, $27 and $15, respectively.

At December 31, 2013, options that were fully vested or expected to vest had an aggregate intrinsic value of $40 and a weighted average remaining contractual term of 2.7 years, and options exercisable had an aggregate intrinsic value of $39 and a weighted average remaining contractual term of 2.5 years. Also at December 31, 2013, there was $1 of unrecognized compensation expense related to outstanding nonvested stock options with a weighted average recognition period of 3.2 years.

Stock options are valued at their grant date fair value using the Black-Scholes option pricing model. Valuations incorporate several variables, including expected term, expected volatility, and a risk-free interest rate. The expected term (which is the timeframe over which an award is exercised after grant) is derived from historical data about participant exercise and post-vesting employment termination patterns. Volatility is the expected fluctuation of the Company’s stock price in the market and is derived from a combination of historical data about the Company’s stock price and implied volatilities based on market data. The risk-free interest rate is the U.S. Treasury yield curve rate in effect at the date of the grant which has a contractual life similar to the option’s expected term.

There were no stock option grants in 2013 or 2012. The fair value of stock option grants during 2011 were estimated using the following weighted average assumptions:

	2011
Risk-free interest rate	2.4	%
Expected life of option (years)	6.8
Expected stock price volatility	31.7	%
Expected dividend yield	0.0	%

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Crown Holdings, Inc.

The weighted average grant-date fair values for options granted during 2011 were $14.98.

The Company has assumed an annual forfeiture rate of between three and six percent in each year based on historical data of the forfeiture of nonvested stock options through the termination of service by plan participants.

Restricted and Deferred Stock

Annually the Company awards shares of restricted stock to certain senior executives in the form of time-vested restricted stock and performance-based shares. The restricted stock vests ratably over three years on the anniversary date of the award. The performance-based shares cliff vest at the end of three years on the anniversary date of the award. The number of performance-based shares that will ultimately vest is based on the level of performance achieved, ranging between 0% and 200% of the shares originally awarded and will be settled in shares of common stock. The market performance criteria is the Company’s Total Shareholder Return (“TSR”), which includes share price appreciation and dividends paid, during the three-year term of the award measured against the TSR of a peer group of companies. Participants who terminate employment because of retirement, disability or death receive accelerated vesting of their time-vested awards to the date of termination. However, performance-based awards, for such participants, will not be issued until the original vesting date.

In May 2013, the Company issued a general award of 0.7 million shares of time-vesting restricted stock and 0.5 million shares of time-vesting deferred stock which vest ratably over 4 years commencing in 2015. The Company has assumed an initial annual forfeiture rate of 5 percent

A summary of restricted and deferred stock activity follows:

	Number of shares
Non-vested shares outstanding at January 1, 2013	898,190
Awarded:
Time-vesting, net of forfeitures	1,275,078
Performance-based	243,251
Performance-based – achieved 141% level (grant-date fair value of $37.91)	93,755
Released:
Time-vesting shares awarded in 2010 through 2012	(144,623	)
Performance-based shares awarded in 2010	(229,624	)
Performance-based awards – achieved 141% level	(93,755	)
Non-vested shares outstanding at December 31, 2013	2,042,272

The average grant-date fair value of restricted stock awarded in 2013, 2012 and 2011 follows:

	2013		2012		2011
Time-vested restricted stock	$	43.19	$	33.75	$	33.70
Performance-based shares	$	36.75	$	39.52	$	41.69
Deferred stock	$	43.79

The fair values of the performance-based shares awarded were calculated using a Monte Carlo valuation model and the following weighted average assumptions:

	2013		2012		2011
Risk-free interest rate	0.3	%	0.4	%	1.0	%
Expected term (years)	3		3		3
Expected stock price volatility	22.4	%	27.8	%	37.9	%

During 2013, the Company issued 93,755 additional performance-based shares under its 2010 award because it exceeded the target level (100%) of performance-based shares, established on the original date of the related award, by 41%. These shares were issued without restriction.

At December 31, 2013, unrecognized compensation cost related to outstanding restricted stock was $51. The weighted average period over which the expense is expected to be recognized is 3.3 years. The aggregate market value of the shares released and issued on the vesting dates was $18.

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Crown Holdings, Inc.

The Company maintains a Stock-Based Compensation Plan for Non-Employee Directors. Under the plan a portion of the non-employee directors' quarterly compensation is provided in the form of restricted stock. During 2013, $1 of stock-based compensation was recognized under this plan.

Q. Debt

.

	2013			2012
Short-term debt
Receivables securitization	$	205		$	203
Bank loans/overdrafts/factoring	74			58
Total short-term debt	$	279		$	261
Long-term debt
Senior secured borrowings:
Revolving credit facilities	$	103		$	45
Term loan facilities
U.S. dollar at LIBOR plus 1.75% due 2018	220			550
Euro (€110 at December 31, 2013) at EURIBOR plus 1.75% due 2018	151			362
Senior notes and debentures:
U.S. dollar 7.625% due 2017	—			400
Euro (€500 at December 31, 2013) 7.125% due 2018	688			659
U.S. dollar 6.25% due 2021	700			700
U. S. dollar 4.50% due 2023	1,000			—
U.S. dollar 7.375% due 2026	350			350
U.S. dollar 7.50% due 2096	64			64
Other indebtedness in various currencies
Fixed rate with rates in 2013 from 1.0% to 8.5% due through 2020	180			157
Variable rate with average rates in 2013 from 2.4% to 6.1% through 2018	109			126
Unamortized discounts	(2		)	(9		)
Total long-term debt	3,563			3,404
Less: current maturities	(94		)	(115		)
Total long-term debt, less current maturities	$	3,469		$	3,289

The estimated fair value of the Company’s long-term borrowings, using a market approach incorporating level 2 inputs such as quoted market prices for the same or similar issues, was $3,645 at December 31, 2013 and $3,603 at December 31, 2012.

The weighted average interest rates were as follows:

	2013		2012		2011
Short-term debt	1.9	%	1.9	%	2.5	%
Revolving credit facilities	3.6	%	3.5	%	3.6	%

Aggregate maturities of long-term debt for the five years subsequent to 2013, excluding unamortized discounts, are $94, $97, $92, $89 and $1,071, respectively. Cash payments for interest during 2013, 2012 and 2011 were $199, $205 and $203, respectively.

In January 2013, the Company issued $1,000 principal amount of 4.5% senior unsecured notes due 2023. The Company paid $15 in issuance costs that will be amortized over the term of the debt. In connection with the issuance, the Company redeemed all of its outstanding $400 senior notes due 2017 and repaid $500 of indebtedness under its senior secured term loan facilities.

In December 2013, the Company entered into a new credit agreement which provides for a $1,200 revolving credit facility, a $220 Term Loan A facility, a €110 ($151 at December 31, 2013) Term Euro facility, a $580 Delayed Draw Term Loan A Facility, a €590  ($812 at December 31, 2013) Delayed Draw Term Euro Facility and a $362 Farm Credit Facility. The Delayed Draw Term Loan A Facility, the Delayed Draw Term Euro Facility and the Farm Credit Facility are subject to consummation of the Mivisa acquisition discussed in Note S. The maturity date for the facilities, other than the Farm Credit Facility, is December 19, 2018. The maturity date for the Farm Credit Facility is December 19, 2019.

The Company used proceeds from the facilities to repay borrowings under its previous credit facility and term loans.

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Crown Holdings, Inc.

In connection with the above transactions, the Company recorded a loss from early extinguishment of debt of $41, including $23 for premiums paid, $12 for the write off of deferred financing fees and $6 for the write off of unamortized discounts.

The revolving credit facilities include provisions for letters of credit up to $210 that reduce the amount of borrowing capacity otherwise available. At December 31, 2013, the Company’s available borrowing capacity under the credit facilities was $1,057, equal to the facilities’ aggregate capacity of $1,200 less $103 of borrowings and $40 of outstanding letters of credit. The interest rate on the facilities can vary from LIBOR or EURIBOR plus a margin of 1.50% up to 2.00% based on the Company's total net leverage ratio plus a 0.25% facing fee on letters of credit. The term loans bear interest of LIBOR or EURIBOR plus 1.75%. The revolving credit facilities and term loans contain financial covenants including an interest coverage ratio and a total net leverage ratio.

In January 2011, the Company sold $700 principal amount of 6.25% senior notes due 2021. The notes were issued at par by Crown Americas LLC and Crown Americas Capital Corp. III, each a subsidiary of the Company, and are unconditionally guaranteed by the Company and substantially all of its U.S. subsidiaries. The Company paid $11 in issue costs that will be amortized over the term of the debt.

In 2011, the Company recorded a loss from early extinguishments of debt of $32 including $27 for premiums paid and $5 for the write off of deferred financing fees in connection with the following transactions.

• The Company retired all of its $600 outstanding 7.75% senior notes due 2015 and paid a redemption premium of $25.

• The Company repaid its existing $147 and €108($159) term loans, which were scheduled to mature in November 2012.

• The Company redeemed all €83($121) of the outstanding 6.25% first priority senior secured notes due September 2011.

R.    Derivative and Other Financial Instruments

Fair Value Measurements

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

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

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

Fair value disclosures for financial assets and liabilities that were accounted for at fair value on a recurring basis are provided later in this note. In addition, see Note Q for fair value disclosures related to debt.

Derivative Financial Instruments

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

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Crown Holdings, Inc.

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

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

Cash Flow Hedges

The Company designates certain derivative financial instruments as cash flow hedges. No components of the hedging instruments are excluded from the assessment of hedge effectiveness. Changes in fair value of outstanding derivatives accounted for as cash flow hedges, except any ineffective portion, are recorded in other comprehensive income until earnings are impacted by the hedged transaction. Classification of the gain or loss in the Consolidated Statements of Operations upon release from comprehensive income is the same as that of the underlying exposure. Contracts outstanding at December 31, 2013 mature between one and thirty-four months.

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

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

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

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

	Amount of gain/(loss)						Amount of gain/(loss)
	recognized in AOCI						reclassified from AOCI
	(effective portion)						into earnings
Derivatives in cash flow hedges	2013			2012			2013			2012
Foreign exchange	$	(5	)	$	—		$	(2	)	$	—		(1)
Commodities	(44		)	(82		)	(32		)	(46		)	(2)
Total	$	(49	)	$	(82	)	$	(34	)	$	(46	)

(1) Within the Statement of Operations for the twelve months ended December 31, 2013, a gain of $7 was recognized in cost of products sold and a loss of $9 was recognized in net sales. During the twelve months ended December 31, 2012, a gain of $14 was recognized in cost of products sold and a loss of $14 recognized in net sales.

(2) Within the Statement of Operations for the twelve months ended December 31, 2013, a loss of $43, including a reduction of $2 for ineffectiveness, was recognized in cost of products sold and a tax benefit of $11 was recognized in income tax expense. During the twelve months ended December 31, 2012, a gain of $60, including $3 of ineffectiveness, was recognized in cost of products sold and a tax charge of $14 was recognized in income tax expense.

For the twelve-month period ending December 31, 2014, a net loss of $32 ($25, net of tax) is expected to be reclassified to earnings. No amounts were reclassified during the twelve months ended December 31, 2013 and 2012 in connection with anticipated transactions that were no longer considered probable.

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Crown Holdings, Inc.

Fair Value Hedges and Contracts Not Designated as Hedges

The Company designates certain derivative financial instruments as fair value hedges of recognized foreign-denominated assets and liabilities, generally trade accounts receivable and payable and unrecognized firm commitments. The notional values and maturity dates of the derivative instruments coincide with those of the hedged items. Changes in fair value of the derivative financial instruments, excluding time value, are offset by changes in fair value of the related hedged items.

Other than for firm commitments, amounts related to time value are excluded from the assessment and measurement of hedge effectiveness and are reported in earnings. Less than $1 was reported in earnings for the twelve months ended December 31, 2013.

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

The impact on earnings from foreign exchange contracts designated as fair value hedges was a gain of less than $1 for the twelve months ended December 31, 2013 and a gain of $4 for the twelve months ended December 31, 2012. The impact on earnings from foreign exchange contracts not designated as hedges was a gain of $4 for the twelve months ended December 31, 2013 and a gain of $2 for the same period in 2012. These adjustments were reported within translation and foreign exchange in the Consolidated Statements of Operations and were offset by changes in the fair values of the related hedged item.

Fair Values of Derivative Financial Instruments and Valuation Hierarchy

The following table sets forth the fair value hierarchy for the Company's financial assets and liabilities that were accounted for at fair value on a recurring basis as of December 31, 2013 and December 31, 2012, respectively.

Derivative Assets	Balance Sheet Classification	Fair Value Hierarchy	December 31, 2013		December 31, 2012
Derivatives designated as hedges:
Foreign exchange	Other current assets	2	$	29	$	5
Commodities	Other current assets	1	—		5
Commodities	Other non-current assets	1	—		1
Derivatives not designated as hedges:
Foreign exchange	Other current assets	2	8		11
	Total		$	37	$	22
Derivative Liabilities	Balance Sheet Classification
Derivatives designated as hedges:
Foreign exchange	Accounts payable and accrued liabilities	2	$	30	$	6
Commodities	Accounts payable and accrued liabilities	1	27		17
Commodities	Other non-current liabilities	1	2		3
Derivatives not designated as hedges:
Foreign exchange	Accounts payable and accrued liabilities	2	1		4
	Total		$	60	$	30

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Crown Holdings, Inc.

Offsetting of Derivative Assets and Liabilities

Certain derivative financial instruments are subject to agreements with counterparties similar to master netting arrangements and are eligible for offset. The Company has made an accounting policy election not to offset the fair values of these instruments within the statement of financial position. In the table below, the aggregate fair values of the the Company's derivative assets and liabilities are presented on both a gross and net basis, where appropriate.

	Gross Amounts Recognized in the Balance Sheet	Gross Amounts Not Offset in the Balance Sheet	Net Amount
Balance at December 31, 2013
Derivative Assets	37	2	35
Derivative Liabilities	60	2	58
Balance at December 31, 2012
Derivative Assets	22	7	15
Derivative Liabilities	30	7	23

Notional Values of Outstanding Derivative Instruments

The aggregate U.S. dollar-equivalent notional values of outstanding derivative instruments in the Consolidated Balance Sheets at December 31, 2013 and December 31, 2012 were:

	December 31, 2013		December 31, 2012
Derivatives in cash flow hedges:
Foreign exchange	$	724	$	471
Commodities	379		434
Derivatives in fair value hedges:
Foreign exchange	128		105
Derivatives not designated as hedges:
Foreign exchange	675		924

S. Acquisitions

Pending Acquisition

On October 30, 2013, the Company entered into an agreement (the “Purchase Agreement”) to acquire Mivisa Envases, S.A.U. (“Mivisa”), a leading Spanish manufacturer of two- and three-piece food cans and ends, from certain investment funds managed by affiliates of The Blackstone Group L.P., N+1 Mercapital and management. The Company will pay €500 ($688 at December 31, 2013) plus €5.5 ($7.6 at December 31, 2013) per month from June 30, 2013 to closing to acquire the equity of Mivisa and will assume €700 ($963 at December 31, 2013) of pre-acquisition debt which it will repay at closing. The Purchase Agreement reflects a “locked box” approach, such that the Company will acquire Mivisa with economic effect from June 30, 2013.

The Company has obtained debt financing commitments for the transaction as described in Note Q to the consolidated financial statements. The aggregate proceeds from the commitments, together with available cash on hand, will be sufficient for the Company to pay the purchase price and related fees and expenses.

The acquisition, which is subject to review by the European Commission and competition authorities in other jurisdictions, is expected to close in 2014. If necessary to obtain approval of the transaction from relevant competition authorities, the Company has agreed to certain divestiture and other commitments principally related to the Company’s food can operations. The Company has agreed to pay a transaction payment of €41 ($56 at December 31, 2013) if (i) the transaction is not consummated prior to September 5, 2014; (ii) if the European Commission determines that the transaction is impermissible; or (iii) subject to the satisfaction of certain conditions, the Purchase Agreement is terminated due to the breach by either party of its material obligations with respect to the application for antitrust approvals, in each case only if Seller is not in material breach of any of its material obligations and such breach has resulted in a required antitrust approval not being obtained.

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Crown Holdings, Inc.

The Purchase Agreement permits the Company and Seller to terminate the Purchase Agreement under certain circumstances, including, among others, (i) by mutual agreement of the Company and Seller; (ii) by either party if the other breaches any of its material obligations with respect to the antitrust approval process; (iii) by either party if the European Commission determines that the transaction is impermissible; and (iv) by either party upon notice to the other after September 5, 2014 (but only if such party is not in material breach of its material obligations under the Purchase Agreement at the time of such notice).

For its fiscal year ended June 30, 2013, Mivisa had sales of approximately €555 ($764 at December 31, 2013).

Recently Completed Acquisitions

In the fourth quarter of 2013, the Company paid $16 to acquire a food can production business in Turkey. The purchase price was allocated entirely to fixed assets.

In the fourth quarter of 2012, the Company completed the following acquisitions:

The Company established a joint venture to acquire shares of Superior Multi-Packaging, Ltd., (“Superior”) a listed company on the Singapore exchange with operations in China, Singapore and Vietnam through a tender offer.  The Company's partner in the joint venture contributed its existing shares in Superior to the joint venture and the Company paid $20 to acquire additional shares.  Upon completion of the tender offer, the joint venture owned approximately 85% of the shares of Superior. As of December 31, 2013, the joint venture owns approximately 96% of the shares of Superior.

The Company has consolidated both the joint venture and Superior in its financial statements.  In 2013, Superior had net sales of $132 and in 2012 had net sales of $126 of which $8 was generated post-acquisition and is included in the Company's net sales.

As initially reported at December 31, 2012, the Company's preliminary purchase price allocation included $9 to cash, $39 to receivables, $22 to inventory, $39 to fixed assets, $28 to debt, $23 to accounts payable and accrued liabilities and $7 to non-controlling interests. The fair value of the non-controlling interest that remained publicly traded was determined based on the acquisition date share price. In the fourth quarter of 2013, the Company finalized its purchase price allocation and allocated an additional $10 to fixed assets, $1 to accounts payable, $3 to deferred income taxes and $4 to non-controlling interests.

Although the price paid to acquire the public shares of Superior was at a premium to its then trading price, the fair value of the assets acquired and liabilities assumed exceeded the fair value of the consideration transferred. As a result, the Company initially recognized a bargain purchase gain of $14 included in asset impairments and sales in the consolidated statements of operations. Upon finalization of the Company's purchase price allocation, the Company recognized an additional bargain purchase gain of $6 in asset impairments and sales in the consolidated statements of operations. Net income attributable to noncontrolling interests includes $11 of bargain purchase gain allocated to the Company's joint venture partner.

In accordance with the applicable accounting standards, 2012 amounts have been revised to account for the final purchase price allocation adjustments described above.

The Company believes that the acquisition resulted in a gain because Superior has underperformed in recent years. Consequently, the Company reassessed the recognition and measurement of the assets acquired and liabilities assumed and concluded that its purchase price allocation was appropriate.

The Company paid $38 to acquire a beverage can and end production business in Vietnam.  The purchase price was allocated entirely to fixed assets.

The Company paid $29 to acquire a food can production business in the U.S. The purchase price was allocated $25 to customer contracts, $3 to fixed assets and $1 to inventory. The customer contracts will be amortized on a straight-line basis over the life of the contracts.

T. Noncontrolling interests

In 2013, the Company paid an aggregate of $16 to increase its ownership interests in non-wholly owned subsidiaries in Asia.

In 2011, the Company paid an aggregate of $202 to purchase the remaining public ownership interests in Hellas Can, a listed company in Greece and to increase its ownership interests in its subsidiaries in Dubai, Beijing and Shanghai to 100% and in Jordan and Tunisia to 60%.

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Crown Holdings, Inc.

The accounting guidance requires changes in noncontrolling interests that do not result in a change of control and where there is a difference between fair value and carrying value to be accounted for as equity transactions. The effect on net income attributable to the Company had the purchases of noncontrolling interests been recorded through net income is as follows:

	2013			2012		2011
Net income attributable to Crown Holdings	$	324		$	559	$	282
Transfers to noncontrolling interests – Decrease in paid-in-capital for purchase of noncontrolling interests	(3		)	—		(119		)
Net income attributable to Crown Holdings after transfers to noncontrolling interests	$	321		$	559	$	163

U. Earnings Per Share

The following table summarizes the basic and diluted earnings per share (EPS) attributable to Crown Holdings. Basic EPS excludes all potentially dilutive securities and is computed by dividing net income attributable to Crown Holdings by the weighted average number of common shares outstanding during the period. Diluted EPS includes the effect of stock options and restricted stock as calculated under the treasury stock method.

	2013		2012		2011
Net income attributable to Crown Holdings	$	324	$	559	$	282
Weighted average shares outstanding:
Basic	139.5		146.1		151.7
Add: dilutive stock options and restricted stock	1.2		2.3		2.6
Diluted	140.7		148.4		154.3
Basic EPS	$	2.32	$	3.83	$	1.86
Diluted EPS	$	2.30	$	3.77	$	1.83
Contingently issuable shares excluded from the computation of diluted earnings per share because the effect would have been anti-dilutive.	0.1		0.1		0.1

For purposes of calculating assumed proceeds under the treasury stock method when determining the diluted weighted average shares outstanding, the Company excludes the impact of windfall tax benefits until the deduction reduces taxes payable.

V. Pension and Other Postretirement Benefits

Pensions. The Company sponsors various pension plans covering certain U.S. and non-U.S. employees, and participates in certain multi-employer pension plans. The benefits under the Company plans are based primarily on years of service and either the employees’ remuneration near retirement or a fixed dollar multiple.

A measurement date of December 31 was used for all plans presented below.

The components of pension expense were as follows:

U.S. Plans	2013			2012			2011
Service cost	$	15		$	12		$	11
Interest cost	62			69			72
Expected return on plan assets	(99		)	(94		)	(80		)
Amortization of actuarial loss	55			56			47
Amortization of prior service cost	1			—			3
Net periodic cost	$	34		$	43		$	53

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Crown Holdings, Inc.

Non-U.S. Plans	2013			2012			2011
Service cost	$	24		$	26		$	27
Interest cost	138			153			161
Expected return on plan assets	(176		)	(186		)	(196		)
Settlements	(2		)	—			—
Amortization of actuarial loss	71			61			50
Amortization of prior service cost/(credit)	(14		)	—			2
Net periodic cost	$	41		$	54		$	44

The non-U.S. pension expense excludes $4 of cost attributable to plan curtailments and settlements that was recorded in restructuring expense in 2013.

Additional pension expense of $5 was recognized in each of 2013, 2012 and 2011 for multi-employer plans.

The projected benefit obligations, accumulated benefit obligations, plan assets and funded status of the Company's U.S. and Non-U.S. plans is as follows:

	U.S. Plans						Non-U.S. Plans
	2013			2012			2013			2012
Projected Benefit Obligations
Benefit obligations at January 1	$	1,609		$	1,502		$	3,572		$	3,256
Service cost	15			12			24			26
Interest cost	62			69			138			153
Plan participants’ contributions	—			1			4			5
Amendments	2			2			(1		)	(108		)
Actuarial (gain) / loss	(122		)	131			46			279
Benefits paid	(112		)	(108		)	(189		)	(181		)
Foreign currency translation	—			—			57			142
Benefit obligations at December 31	$	1,454		$	1,609		$	3,651		$	3,572
Plan Assets
Fair value of plan assets at January 1	$	1,292		$	1,172		$	3,116		$	2,894
Actual return on plan assets	162			195			85			201
Employer contributions	7			32			77			70
Plan participants’ contributions	—			1			4			5
Benefits paid	(112		)	(108		)	(189		)	(181		)
Foreign currency translation	—			—			42			127
Fair value of plan assets at December 31	$	1,349		$	1,292		$	3,135		$	3,116
Funded Status	$	(105	)	$	(317	)	$	(516	)	$	(456	)
Accumulated benefit obligations at December 31	$	1,423		$	1,575		$	3,488		$	3,427

During 2012, the Company eliminated discretionary enhanced early retirement benefits for certain active employees participating in its U.K. plan. 

Information for pension plans with accumulated benefit obligations in excess of plan assets is as follows:

U.S.	2013		2012
Projected benefit obligations	$	1,454	$	1,609
Accumulated benefit obligations	1,423		1,575
Fair value of plan assets	1,349		1,292

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Crown Holdings, Inc.

Non-U.S.	2013		2012
Projected benefit obligations	$	3,318	$	3,559
Accumulated benefit obligations	3,187		3,427
Fair value of plan assets	2,800		3,104

The Company’s investment strategy in its U.S. plan is designed to generate returns that are consistent with providing benefits to plan participants within the risk tolerance of the plan. Asset allocation is the primary determinant of return levels and investment risk exposure. The assets of the plan are broadly diversified in terms of securities and security types in order to limit the potential of large losses from any one security.

The strategic ranges for asset allocation in the U.S. plan are as follows:

U.S. equities	30	%	to	40	%
International equities	10	%	to	15	%
Fixed income	13	%	to	23	%
Balanced funds	15	%	to	25	%
Real estate	3	%	to	7	%
Private equity	3	%	to	7	%
Hedge funds	2	%	to	7	%

The Company’s investment strategy in its U.K. plan, the largest non-U.S. plan, is designed to achieve a funding level of 100% within the next 15 years by targeting an expected return of 2.0% annually in excess of the expected growth in the liabilities. The company seeks to achieve this return with a risk level commensurate with a 5% chance of the funding level falling between 5% and 9% in any one year. The strategic ranges for asset allocation in the U.K. plan are as follows:

Investment grade credit	40	%	to	80	%
Equities	0	%	to	30	%
Hedge funds	0	%	to	10	%
Real estate	0	%	to	5	%
Private equity	0	%	to	15	%
Emerging market wealth	0	%	to	15	%
Alternative credit	0	%	to	15	%
Other	0	%	to	5	%

Pension assets are classified into three levels. Level 1 asset values are derived from quoted prices which are available in active markets as of the report date. Level 2 asset values are derived from other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the report date. Level 3 asset values are derived from unobservable pricing inputs that are not corroborated by market data or other objective sources.

Equity securities are valued at the latest quoted prices taken from the primary exchange on which the security trades. Mutual funds are valued at the net asset value (NAV) of shares held at year-end. Fixed income securities, including government issued debt, corporate debt, asset-backed and structured debt securities are valued using market inputs such as benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers and other reference data including market research publications. Derivatives, which consist mainly of interest rate swaps, are valued using a discounted cash flow pricing model based on observable market data. Investment funds, hedge funds and private equity funds are valued at the NAV at year-end. The values assigned to private equity funds are based upon assessments of each underlying investment, incorporating valuations that consider the evaluation of financing and sale transactions with third parties, expected cash flows and market-based information, including comparable transactions, and performance multiples among other factors. Real estate investments are based on third party appraisals as of year-end.

The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair value. Furthermore, while the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in different fair value measurements at the reporting date.

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Crown Holdings, Inc.

The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of the fair value of assets and their placement within the fair value hierarchy.

The levels assigned to the defined benefit plan assets as of December 31, 2013 and 2012 are summarized in the tables below:

	2013
	U.S. plan assets		Non-U.S. plan assets		Total
Level 1
Cash and cash equivalents	$	68	$	125	$	193
Global large cap equity	—		76		76
U.S. large cap equity	170		50		220
U.S. mid/small cap equity	257		16		273
Mutual funds – global equity	214		—		214
Mutual funds – U.S. equity	93		—		93
Mutual funds – fixed income	147		—		147
	949		267		1,216
Level 2
Government issued debt securities	50		504		554
Corporate debt securities	103		133		236
Asset backed securities	11		7		18
Structured debt	2		685		687
Insurance contracts	—		12		12
Derivatives	—		64		64
Investment funds – fixed income	16		442		458
Investment funds – global equity	—		317		317
Investment funds – emerging markets	40		157		197
	222		2,321		2,543
Level 3
Investment funds – real estate	47		88		135
Hedge funds	75		150		225
Private equity	37		298		335
Real estate – direct	17		5		22
	176		541		717
Total	$	1,347	$	3,129	$	4,476

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Crown Holdings, Inc.

	2012
	U.S. plan assets		Non-U.S. plan assets		Total
Level 1
Cash and cash equivalents	$	92	$	158	$	250
Global large cap equity	—		62		62
U.S. large cap equity	146		37		183
U.S. mid/small cap equity	246		14		260
Mutual funds – global equity	183		—		183
Mutual funds – U.S. equity	88		—		88
Mutual funds – fixed income	138		—		138
	893		271		1,164
Level 2
Government issued debt securities	59		542		601
Corporate debt securities	95		162		257
Asset backed securities	3		4		7
Structured debt	7		628		635
Insurance contracts	—		13		13
Derivatives	—		98		98
Investment funds – fixed income	14		404		418
Investment funds – global equity	—		257		257
Investment funds – emerging markets	43		174		217
	221		2,282		2,503
Level 3
Investment funds – real estate	42		88		130
Hedge funds	70		144		214
Private equity	48		321		369
Real estate – direct	16		5		21
	176		558		734
Total	$	1,290	$	3,111	$	4,401

Accrued income excluded from the table above is as follows:

	2013	2012
U.S. plan assets	2	2
Non-U.S. plan assets	6	5

Plan assets include $150 and $124 of the Company’s common stock at December 31, 2013 and 2012, respectively.

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Crown Holdings, Inc.

The following tables reconcile the beginning and ending balances of plan assets measured using significant unobservable inputs (Level 3).

	Hedge funds			Private equity			Real Estate			Total
Balance at January 1, 2012	$	284		$	385		$	108		$	777
Foreign currency translation	7			14			4			25
Asset returns – assets held at reporting date	6			(39		)	14			(19		)
Asset returns – assets sold during the period	18			49			4			71
Purchases, sales and settlements, net	(101		)	(40		)	21			(120		)
Balance at December 31, 2012	214			369			151			734
Foreign currency translation	3			7			1			11
Asset returns – assets held at reporting date	8			(11		)	7			4
Asset returns – assets sold during the period	7			43			1			51
Purchases, sales and settlements, net	(7		)	(73		)	(3		)	(83		)
December 31, 2013	$	225		$	335		$	157		$	717

Pension assets/(liabilities) included in the Consolidated Balance Sheets were:

	2013		2012
Non-current assets	$	21	$	—
Current liabilities	7		9
Non-current liabilities	635		764

The Company’s current liability at December 31, 2013, represents the expected required payments to be made for unfunded plans over the next twelve months. Total estimated 2014 employer contributions are $77 for the Company’s pension plans.

Changes in the net loss and prior service cost/(credit) for the Company’s pension plans were:

	2013						2012						2011
	Net loss			Prior service			Net loss			Prior service			Net loss			Prior service
Balance at January 1	$	2,619		$	(102	)	$	2,382		$	4		$	2,135		$	9
Reclassification to net periodic benefit cost	(130		)	13			(117		)	—			(97		)	(5		)
Current year loss/(gain)	(47		)	(1		)	295			—			358			—
Amendments	—			—			—			(106		)	—			(1		)
Foreign currency translation	24			(4		)	59			—			(14		)	1
Balance at December 31	$	2,466		$	(94	)	$	2,619		$	(102	)	$	2,382		$	4

The estimated portions of the net losses and net prior service that are expected to be recognized as components of net periodic benefit cost in 2014 are $113 and $(14).

Expected future benefit payments as of December 31, 2013 were:

	U.S. plans		Non-U.S. plans
2014	$	109	$	192
2015	140		195
2016	107		203
2017	112		208
2018	104		214
2019 - 2023	507		1,127

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Crown Holdings, Inc.

The weighted average actuarial assumptions used to calculate the benefit obligations at December 31 were:

U.S.	2013		2012		2011
Discount rate	4.8	%	4.0	%	4.8	%
Compensation increase	3.0	%	3.0	%	3.0	%

Non-U.S.	2013		2012		2011
Discount rate	4.4	%	4.1	%	4.7	%
Compensation increase	3.2	%	2.8	%	3.3	%

The weighted average actuarial assumptions used to calculate pension expense for each year were:

U.S.	2013		2012		2011
Discount rate	4.0	%	4.8	%	5.1	%
Compensation increase	3.0	%	3.0	%	3.0	%
Long-term rate of return	8.00	%	8.00	%	8.75	%

Non-U.S.	2013		2012		2011
Discount rate	4.1	%	4.7	%	5.4	%
Compensation increase	2.8	%	3.3	%	3.3	%
Long-term rate of return	6.0	%	6.4	%	7.0	%

The expected long-term rates of return are determined at each measurement date based on a review of the actual plan assets, the target allocation, and the historical returns of the capital markets.

The U.S. plan’s 2013 assumed asset rate of return was based on a calculation using underlying assumed rates of return of 9.8% for equity securities and alternative investments, and 4.0% for debt securities and real estate. The rate of return used for equity securities and alternative investments was based on the total return of the S&P 500 for the 25 year period ended December 31, 2012. The Company believes that the equity securities included in the S&P 500 are representative of the equity securities and alternative investments held by its U.S. plan, and that this period provides a sufficient time horizon as a basis for estimating future returns. The rate of return used for debt securities is consistent with the U.S. plan discount rate and the return on AA corporate bonds with duration equal to the plan’s liabilities. The underlying debt securities in the plan are primarily invested in various corporate and government agency securities and are benchmarked against returns on AA corporate bonds.

The U.K. plan’s 2013 assumed asset rate of return was based on a calculation using underlying assumed rates of return of 9.8% for equity securities and alternative investments, and 4.1% for debt securities and real estate. Equity securities in the U.K. plan as of December 31, 2012 were allocated approximately 41% to U.S. securities, 26% to securities in developed European countries, and 33% to securities in emerging markets. The assumed rate of return for equity securities and alternative investments represents the weighted average 25 year return of equity securities in these markets. The Company believes that the equity securities included in the related market indexes are representative of the equity securities and alternative investments held by its U.K. plan, and that this period provides a sufficient time horizon as a basis for estimating future returns.

Other Postretirement Benefit Plans. The Company sponsors unfunded plans to provide health care and life insurance benefits to pensioners and survivors. Generally, the medical plans pay a stated percentage of medical expenses reduced by deductibles and other coverages. Life insurance benefits are generally provided by insurance contracts. The Company reserves the right, subject to existing agreements, to change, modify or discontinue the plans. A measurement date of December 31 was used for the plans presented below.

77

Crown Holdings, Inc.

The components of net postretirement benefits cost were as follows:

Other Postretirement Benefits	2013			2012			2011
Service cost	$	3		$	3		$	8
Interest cost	13			16			20
Amortization of prior service credit	(39		)	(44		)	(36		)
Amortization of actuarial loss	10			14			13
Net periodic (benefit) / cost	$	(13	)	$	(11	)	$	5

Changes in the benefit obligations were:

	2013			2012
Benefit obligations at January 1	$	352		$	337
Service cost	3			3
Interest cost	13			16
Amendments	(18		)	—
Actuarial loss/(gain)	(49		)	16
Benefits paid	(22		)	(22		)
Foreign currency translation	(5		)	2
Benefit obligations at December 31	$	274		$	352

Changes in the net loss and prior service credit for the Company’s postretirement benefit plans were:

	2013						2012						2011
	Net loss			Prior service			Net loss			Prior service			Net loss			Prior service
Balance at January 1	$	157		$	(269	)	$	157		$	(313	)	$	174		$	(242	)
Reclassification to net periodic benefit cost	(10		)	39			(14		)	44			(13		)	36
Current year (gain)/loss	(49		)	—			16			—			(3		)	—
Amendments	—			(18		)	—			—			—			(107		)
Foreign currency translation	(1		)	2			(2		)	—			(1		)	—
Balance at December 31	$	97		$	(246	)	$	157		$	(269	)	$	157		$	(313	)

The estimated portions of the net losses and prior service credits that are expected to be recognized as components of net periodic benefit cost/(credit) in 2014 are $8 and $(32).

In 2013, a non-U.S. plan was amended to eliminate certain health coverage benefits. In 2011, the U.S. plans were amended to, among other things, eliminate health coverage for retirees who are not yet eligible for Medicare.

Expected future benefit payments, as of December 31, 2013, net of expected Medicare Part D subsidies of $6 in the aggregate were:

	Benefit Payments
2014	$	21
2015	21
2016	20
2017	20
2018	20
2019 - 2023	92

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Crown Holdings, Inc.

The assumed health care cost trend rates at December 31, 2013 are as follows:

Health care cost trend rate assumed for next year	5.8	%
Rate that the cost trend rate gradually declines to	4.4	%
Year that the rate reaches the rate it is assumed to remain	2020

A one-percentage-point change in assumed health care cost trend rates would have the following effects:

	One percentage point
	Increase		Decrease
Effect on total service and interest cost	$	2	$	2
Effect on postretirement benefit obligation	$	20	$	17

Weighted average discount rates used to calculate the benefit obligations at the end of each year and the cost for each year are presented below.

	2013		2012		2011
Benefit obligations	4.8	%	4.1	%	4.9	%
Cost	4.1	%	4.9	%	5.1	%

Other Comprehensive Income. Amounts recorded in other comprehensive income were net of tax as follows:

	2013			2012		2011
Amortization of net loss and prior service cost	$	18		$	19	$	18
Net loss and prior service cost adjustments arising in the current year	(39		)	60		52

Employee Savings Plan. The Company sponsors the Savings Investment Plan which covers substantially all domestic salaried employees who are at least 21 years of age. The Company matches up to 50% of 3% of a participant’s compensation and the total Company contributions were $2 in each of the last three years.

Employee Stock Purchase Plan. The Company sponsors an Employee Stock Purchase Plan which covers all domestic employees with one or more years of service who are non-officers and non-highly compensated as defined by the Internal Revenue Code. Eligible participants contribute 85% of the quarter-ending market price towards the purchase of each common share. The Company’s contribution is equivalent to 15% of the quarter-ending market price. Total shares purchased under the plan in 2013 and 2012 were 26,777 and 31,598, respectively, and the Company’s contributions were less than $1 in both years.

W. Income Taxes

The components of income before income taxes and equity earnings were as follows:

	2013		2012		2011
U.S.	$	116	$	127	$	66
Foreign	460		515		521
	$	576	$	642	$	587

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Crown Holdings, Inc.

The provision for income taxes consisted of the following:

	2013		2012			2011
Current tax:
U.S. federal	11		—			—
State and foreign	$	87	$	84		$	111
	$	98	$	84		$	111
Deferred tax:
U.S. federal	$	41	$	(131	)	$	69
State and foreign	9		30			14
	50		(101		)	83
Total	$	148	$	(17	)	$	194

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

	2013			2012			2011
U.S. statutory rate at 35%	$	203		$	223		$	205
Tax on foreign income	(53		)	(70		)	(50		)
Valuation allowance	1			56			(19		)
Tax law changes	11			2			(4		)
Other items, net	(14		)	(228		)	62
Income tax provision	$	148		$	(17	)	$	194

The other items caption in 2012 includes an income tax benefit of $213, before valuation allowance as described below, primarily related to the recognition of previously unrecognized U.S. foreign tax credits.

In 2012, the Company committed to a formal repatriation plan, including certain steps that were completed with the filing of its 2011 U.S. income tax return, which allowed it to claim certain foreign tax credits on its 2012 income tax return. The Company's plan involved finalization of earnings and profits in certain foreign subsidiaries, evaluation of expiring U.S. tax law provisions and anticipated utilization of existing net operating loss and foreign tax credit carryforwards.

In connection with the action, the Company amended its 2003 U.S. income tax return to claim foreign taxes paid as a credit rather than as a tax deduction. In 2012, the Company recorded a valuation allowance of $38 against certain of these credits that expire in 2013 which, at the time, the Company did not believe were more likely than not to be realized prior to expiration. In 2013, the Company identified additional tax planning actions which allowed it to accelerate taxable income into 2013 and as a result released $16 of valuation allowance. The release was offset by additional valuation allowances recorded in jurisdictions where the Company does not believe it is more likely than not it will realize the benefit.

The other items caption in 2012 also includes a benefit of $10 from the receipt of non-taxable insurance proceeds related to the 2011 flooding in Thailand.

The other items caption in 2011 includes $55 of increase due to tax charges in connection with the relocation of the Company’s European headquarters and management to Switzerland. The tax charges were partially offset by $30 of valuation allowance release included in the valuation allowance caption.

The Company has certain income tax incentives in Brazil which allow it pay reduced income taxes. The tax incentives expire at various dates beginning in 2016. These incentives increased net income attributable to the Company by $11 in both 2012 and 2013.

The Company paid taxes of $114, $92 and $107 in 2013, 2012 and 2011, respectively.

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Crown Holdings, Inc.

The components of deferred taxes at December 31 are:

	2013					2012
	Assets			Liabilities		Assets			Liabilities
Tax loss and credit carryforwards	$	640		$	—	$	744		$	—
Postretirement and postemployment benefits	107			—		130			—
Pensions	150			1		246			10
Property, plant and equipment	13			111		7			114
Asbestos	98			—		97			—
Accruals and other	120			123		86			140
Valuation allowances	(343		)	—		(400		)	—
Total	$	785		$	235	$	910		$	264

At December 31, 2013 and 2012, $123 and $104 of deferred tax assets were included in prepaid expenses and other current assets.

Tax loss and credit carryforwards expire as follows:

2014	$	24
2015	23
2016	13
2017	32
2018	32
Thereafter	368
Unlimited	148

Tax loss and credit carryforwards expiring after 2018 include $181 of state tax loss carryforwards. The unlimited category includes $101 of French tax loss carryforwards. The tax loss carryforwards presented above exclude $55 of U.S. windfall tax benefits that will be recorded in additional paid-in capital when realized.

Realization of any portion of the Company’s deferred tax assets is dependent upon the availability of taxable income in the relevant jurisdictions. The Company considers all sources of taxable income, including (i) taxable income in any available carry back period, (ii) the reversal of taxable temporary differences, (iii) tax-planning strategies, and (iv) taxable income expected to be generated in the future other than from reversing temporary differences. The Company also considers whether there have been cumulative losses in recent years. The Company records a valuation allowance when it is more likely than not that some portion or all of the deferred tax assets will not be realized.

The Company’s valuation allowances at December 31, 2013 include $162 in the U.S., $94 in France, $55 in Canada and $15 in Belgium.

The Company’s valuation allowance in the U.S. relates to state tax loss carryforwards that the Company does not believe are more likely than not to be utilized prior to their expiration. The Company’s ability to utilize state tax loss carryforwards is impacted by several factors including expiration dates, limitations imposed by certain states on the amount of loss carryforwards that can be used in a given year to offset taxable income and whether the state permits the Company to file a combined return.

The Company continues to maintain a full valuation allowance against its net deferred tax assets in France because the Company does not believe at this time that it is more likely than not that it will realize any deferred tax benefits in France, primarily due to significant interest costs which are in excess of operating profits.

The Company maintains a full valuation allowance against its net deferred tax assets in Canada because the Company does not believe at this time that it is more likely than not that it will realize any deferred tax benefits in Canada. The Company’s Canadian operations remain in a three year cumulative loss position and continue to project losses in the near-term.

The Company’s valuation allowance in Belgium is primarily for tax loss carryforwards in a dormant entity that do not expire but the Company does not believe at this time it will be able to utilize the loss carryforwards.

81

Crown Holdings, Inc.

At December 31, 2013, the Company had a net deferred tax asset of $14 in a Spanish food can business for which a valuation allowance was not recorded because the Company believes, based on current circumstances, that it is more likely than not to realize the benefit. However, the Company is considering certain planning actions in connection with its planned acquisition of Mivisa which, if implemented, may require the Company to record a valuation allowance in the future.

Management’s estimates of the appropriate valuation allowance in any jurisdiction involve a number of assumptions and judgments, including the amount and timing of future taxable income. Should future results differ from management’s estimates, it is possible there could be future adjustments to the valuation allowances that would result in an increase or decrease in tax expense in the period such changes in estimates are made.

The Company has not provided deferred taxes on $639 of earnings in certain non-U.S. subsidiaries because such earnings are indefinitely reinvested in its international operations. Upon distribution of such earnings in the form of dividends or otherwise, the Company would be subject to incremental tax. It is not practicable to estimate the amount of tax that might be payable.

A reconciliation of unrecognized tax benefits for 2013, 2012 and 2011 follows.

	2013			2012			2011
Balance at January 1	$	35		$	37		$	37
Additions for current year tax positions	—			—			8
Reductions to prior period tax positions	—			—			(5		)
Lapse of statute of limitations	(5		)	(3		)	(2		)
Foreign currency translation	1			1			(1		)
Balance at December 31	$	31		$	35		$	37

The Company’s reserves as presented primarily include potential liabilities related to transfer pricing, foreign withholding taxes, and non-deductibility of expenses and exclude $2 of penalties as of December 31, 2013. The total interest and penalties recorded in the statement of operations was less than $1 in each of the last three years.

The unrecognized tax benefits as of December 31, 2013 include $26 that, if recognized, would affect the effective tax rate. The remaining balance would have no effect due to valuation allowances in certain jurisdictions. 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 lapse 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.

The tax years that remained subject to examination by major tax jurisdiction as of December 31, 2013 were 2005 and subsequent years for France; 2006 and subsequent years for Spain and the U.K.; 2009 and subsequent years for Germany and Italy; 2010 and subsequent years for the U.S. and Canada. In addition, tax authorities in certain jurisdictions may examine earlier years when tax carryforwards that were generated in those years are subsequently utilized.

X. Segment Information

The Company’s business is organized geographically within three divisions, Americas, Europe and Asia Pacific. Within the Americas and European divisions, 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 and European Food within Europe. Within the Asia Pacific division, the Company has aggregated its beverage and non-beverage operations into a single reportable segment based on similar economic and qualitative characteristics.

Non-reportable segments include the Company’s aerosol can businesses in North America and Europe, the Company’s specialty packaging business in Europe and the Company’s tooling and equipment operations in the U.S. and United Kingdom.

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

82

Crown Holdings, Inc.

The tables below present information about operating segments for the three years ended December 31, 2013, 2012 and 2011:

2013			Inter-				Depreciation
	External		segment		Segment		and		Capital		Segment
	sales		sales		assets		amortization		expenditures		income
Americas Beverage	$	2,289	$	61	$	1,588	$	35	$	76	$	327
North America Food	845		10		457		10		5		119
European Beverage	1,731		1		1,605		26		24		257
European Food	1,751		76		1,500		16		28		144
Asia Pacific	1,189		—		1,277		33		110		133
Total reportable segments	7,805		148		6,427		120		243		$	980
Non-reportable segments	851		113		633		8		21
Corporate and unallocated items	—		—		970		6		11
Total	$	8,656	$	261	$	8,030	$	134	$	275

2012			Inter-				Depreciation
	External		segment		Segment		and		Capital		Segment
	sales		sales		assets		amortization		expenditures		income
Americas Beverage	$	2,274	$	68	$	1,504	$	48	$	52	$	311
North America Food	876		9		500		13		7		146
European Beverage	1,653		13		1,593		42		25		217
European Food	1,793		96		1,464		29		26		180
Asia Pacific	979		—		1,147		27		181		137
Total reportable segments	7,575		186		6,208		159		291		$	991
Non-reportable segments	895		128		611		15		24
Corporate and unallocated items	—		—		681		6		9
Total	$	8,470	$	314	$	7,500	$	180	$	324

2011			Inter-				Depreciation
	External		segment		Segment		and		Capital		Segment
	sales		sales		assets		amortization		expenditures		income
Americas Beverage	$	2,273	$	71	$	1,445	$	44	$	126	$	302
North America Food	889		14		504		14		7		146
European Beverage	1,669		2		1,578		43		61		210
European Food	1,999		109		1,531		33		26		239
Asia Pacific	861		—		757		20		154		125
Total reportable segments	7,691		196		5,815		154		374		$	1,022
Non-reportable segments	$	953	196		593		15		17
Corporate and unallocated items	—		—		460		7		10
Total	$	8,644	$	392	$	6,868	$	176	$	401

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

83

Crown Holdings, Inc.

“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.

A reconciliation of segment income of reportable segments to income before income taxes and equity earnings for the three years ended December 31, 2013, 2012 and 2011 follows:

	2013			2012			2011
Segment income of reportable segments	$	980		$	991		$	1,022
Segment income of non-reportable segments	102			98			139
Corporate and unallocated items	(165		)	(194		)	(208		)
Provision for asbestos	(32		)	(35		)	(28		)
Provision for restructuring	(46		)	(48		)	(77		)
Asset impairments and sales	12			48			(6		)
Loss from early extinguishments of debt	(41		)	—			(32		)
Interest expense	(236		)	(226		)	(232		)
Interest income	5			7			11
Foreign exchange	(3		)	1			(2		)
Income before income taxes and equity earnings	$	576		$	642		$	587

For the three years ended December 31, 2013, 2012 and 2011, intercompany profit of $2, $5 and $7 was eliminated within segment income of non-reportable segments.

For the three years ended December 31, 2013, 2012 and 2011, no one customer accounted for more than 10% of the Company's consolidated net sales.

Sales by major product were:

	2013		2012		2011
Metal beverage cans and ends	$	4,824	$	4,649	$	4,532
Metal food cans and ends	2,339		2,425		2,614
Other metal packaging	1,211		1,244		1,373
Other products	282		152		125
Consolidated net sales	$	8,656	$	8,470	$	8,644

Sales and long-lived assets for the major countries in which the Company operates were:

	Net Sales						Long-Lived Assets
	2013		2012		2011		2013		2012
United States	$	2,214	$	2,275	$	2,297	$	315	$	309
United Kingdom	759		852		826		163		138
France	547		568		675		70		65
Other	5,136		4,775		4,846		1,604		1,493
Consolidated total	$	8,656	$	8,470	$	8,644	$	2,152	$	2,005

84

Crown Holdings, Inc.

Y. Condensed Combining Financial Information

Crown European Holdings SA (Issuer), a wholly owned subsidiary of the Company, has €500 ($688 at December 31, 2013) principal amount of 7.125% senior notes due 2018 outstanding that are fully and unconditionally guaranteed by Crown Holdings, Inc. (Parent) and certain subsidiaries. The guarantors are wholly owned by the Company and the guarantees are made on a joint and several basis. The guarantor column includes financial information for all subsidiaries in the United States (except for an insurance subsidiary and a receivable securitization subsidiary), substantially all subsidiaries in Belgium, Canada, France, Germany, Mexico, Switzerland and the United Kingdom, and a subsidiary in the Netherlands. The following condensed combining financial statements:

•statements of comprehensive income and cash flows for the years ended December 31, 2013, 2012, 2011, and

•balance sheets as of December 31, 2013 and December 31, 2012

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 COMPREHENSIVE INCOME For the year ended December 31, 2013 (in millions)
	Parent		Issuer			Guarantors			Non- Guarantors			Eliminations			Total Company
Net sales						$	4,303		$	4,353					$	8,656
Cost of products sold, excluding depreciation and amortization			$	(1	)	3,512			3,669						7,180
Depreciation and amortization						51			83						134
Gross profit			1			740			601						1,342
Selling and administrative expense			(1		)	315			111						425
Provision for asbestos						32									32
Provision for restructuring						36			10						46
Asset impairments and sales						(16		)	4						(12		)
Loss from early extinguishment of debt			2			39									41
Net interest expense			54			125			52						231
Technology royalty						(33		)	33						—
Translation and foreign exchange						2			1						3
Income/(loss) before income taxes			(54		)	240			390			—			576
Provision for / (benefit from) income taxes			1			90			57						148
Equity earnings / (loss) in affiliates	$	324	221			174						$	(719	)	—
Net income	324		166			324			333			(719		)	428
Net income attributable to noncontrolling interests									(104		)				(104		)
Net income attributable to Crown Holdings	$	324	$	166		$	324		$	229		$	(719	)	$	324
Comprehensive income	$	425	$	152		$	425		$	308		$	(783	)	$	527
Comprehensive income attributable to noncontrolling interests									(102		)				(102		)
Comprehensive income attributable to Crown Holdings	$	425	$	152		$	425		$	206		$	(783	)	$	425

85

Crown Holdings, Inc.

CONDENSED COMBINING STATEMENT OF COMPREHENSIVE INCOME For the year ended December 31, 2012 (in millions)
	Parent		Issuer			Guarantors			Non- Guarantors			Eliminations			Total Company
Net sales						$	4,573		$	3,897					$	8,470
Cost of products sold, excluding depreciation and amortization			$	(1	)	3,771			3,243						7,013
Depreciation and amortization						79			101						180
Gross profit			1			723			553						1,277
Selling and administrative expense			(2		)	290			94						382
Provision for asbestos						35									35
Provision for restructuring						45			3						48
Asset impairments and sales			(977		)	(1		)	(47		)	$	977		(48		)
Net interest expense			57			121			41						219
Technology royalty						(31		)	31						—
Translation and foreign exchange						(1		)							(1		)
Income/(loss) before income taxes			923			265			431			(977		)	642
Provision for / (benefit from) income taxes			8			(81		)	56						(17		)
Equity earnings / (loss) in affiliates	$	559	242			213			1			(1,010		)	5
Net income	559		1,157			559			376			(1,987		)	664
Net income attributable to noncontrolling interests									(105		)				(105		)
Net income attributable to Crown Holdings	$	559	$	1,157		$	559		$	271		$	(1,987	)	$	559
Comprehensive income	$	535	$	1,202		$	535		$	427		$	(2,054	)	$	645
Comprehensive income attributable to noncontrolling interests									(110		)				(110		)
Comprehensive income attributable to Crown Holdings	$	535	$	1,202		$	535		$	317		$	(2,054	)	$	535

86

Crown Holdings, Inc.

CONDENSED COMBINING STATEMENT OF COMPREHENSIVE INCOME For the year ended December 31, 2011 (in millions)
	Parent		Issuer			Guarantors			Non- Guarantors			Eliminations			Total Company
Net sales						$	4,780		$	3,864					$	8,644
Cost of products sold, excluding depreciation and amortization			$	(1	)	3,934			3,187						7,120
Depreciation and amortization						82			94						176
Gross profit			1			764			583						1,348
Selling and administrative expense			(2		)	298			99						395
Provision for asbestos						28									28
Provision for restructuring						73			4						77
Asset impairments and sales									4			$	2		6
Loss from early extinguishment of debt			2			30									32
Net interest expense			78			104			39						221
Technology royalty						(46		)	46						—
Translation and foreign exchange						(3		)	5						2
Income/(loss) before income taxes			(77		)	280			386			(2		)	587
Provision for / (benefit from) income taxes						123			71						194
Equity earnings / (loss) in affiliates	$	282	239			125						(643		)	3
Net income	282		162			282			315			(645		)	396
Net income attributable to noncontrolling interests									(114		)				(114		)
Net income attributable to Crown Holdings	$	282	$	162		$	282		$	201		$	(645	)	$	282
Comprehensive income	$	19	$	3		$	19		$	219		$	(131	)	$	129
Comprehensive income attributable to noncontrolling interests									(110		)				(110		)
Comprehensive income attributable to Crown Holdings	$	19	$	3		$	19		$	109		$	(131	)	$	19

87

Crown Holdings, Inc.

CONDENSED COMBINING BALANCE SHEET

As of December 31, 2013

(in millions)

	Parent		Issuer		Guarantors			Non- Guarantors		Eliminations			Total Company
Assets
Current assets
Cash and cash equivalents			$	48	$	392		$	249				$	689
Receivables, net			1		246			817					1,064
Intercompany receivables			2		89			63		$	(154	)	—
Inventories					565			648					1,213
Prepaid expenses and other current assets	$	1	10		146			57					214
Total current assets	1		61		1,438			1,834		(154		)	3,180
Intercompany debt receivables			1,531		3,746			589		(5,866		)	—
Investments	1,176		4,155		(325		)			(5,006		)	—
Goodwill					1,444			572					2,016
Property, plant and equipment, net					643			1,509					2,152
Other non-current assets			29		562			91					682
Total	$	1,177	$	5,776	$	7,508		$	4,595	$	(11,026	)	$	8,030
Liabilities and equity
Current liabilities
Short-term debt					$	2		$	277				$	279
Current maturities of long-term debt								94					94
Accounts payable and accrued liabilities	$	16	$	22	1,277			1,232					2,547
Intercompany payables			8		55			91		$	(154	)	—
Total current liabilities	16		30		1,334			1,694		(154		)	2,920
Long-term debt, excluding current maturities			942		2,332			195					3,469
Long-term intercompany debt	1,157		2,510		1,515			684		(5,866		)	—
Postretirement and pension liabilities					870			21					891
Other non-current liabilities			8		281			172					461
Commitments and contingent liabilities
Noncontrolling interests								285					285
Crown Holdings shareholders’ equity/(deficit)	4		2,286		1,176			1,544		(5,006		)	4
Total equity/(deficit)	4		2,286		1,176			1,829		(5,006		)	289
Total	$	1,177	$	5,776	$	7,508		$	4,595	$	(11,026	)	$	8,030

88

Crown Holdings, Inc.

CONDENSED COMBINING BALANCE SHEET

As of December 31, 2012

(in millions)

	Parent			Issuer		Guarantors			Non- Guarantors		Eliminations			Total Company
Assets
Current assets
Cash and cash equivalents						$	134		$	216				$	350
Receivables, net						274			783					1,057
Intercompany receivables				$	2	41			32		$	(75	)	—
Inventories						582			584					1,166
Prepaid expenses and other current assets	$	1		14		123			39					177
Total current assets	1			16		1,154			1,654		(75		)	2,750
Intercompany debt receivables				1,578		3,141			492		(5,211		)	—
Investments	751			3,841		(276		)			(4,316		)	—
Goodwill						1,429			569					1,998
Property, plant and equipment, net						610			1,395					2,005
Other non-current assets				24		658			65					747
Total	$	752		$	5,459	$	6,716		$	4,175	$	(9,602	)	$	7,500
Liabilities and equity
Current liabilities
Short-term debt				$	2				$	259				$	261
Current maturities of long-term debt				18		$	28		69					115
Accounts payable and accrued liabilities	$	18		21		1,097			1,010					2,146
Intercompany payables						32			43		$	(75	)	—
Total current liabilities	18			41		1,157			1,381		(75		)	2,522
Long-term debt, excluding current maturities				1,003		2,073			213					3,289
Long-term intercompany debt	894			2,264		1,340			713		(5,211		)	—
Postretirement and pension liabilities						1,079			19					1,098
Other non-current liabilities				8		316			138					462
Commitments and contingent liabilities
Noncontrolling interests									289					289
Crown Holdings shareholders’ equity/(deficit)	(160		)	2,143		751			1,422		(4,316		)	(160		)
Total equity/(deficit)	(160		)	2,143		751			1,711		(4,316		)	129
Total	$	752		$	5,459	$	6,716		$	4,175	$	(9,602	)	$	7,500

89

Crown Holdings, Inc.

CONDENSED COMBINING STATEMENT OF CASH FLOWS

For the year ended December 31, 2013

(in millions)

	Parent			Issuer			Guarantors			Non- Guarantors			Eliminations			Total Company
Net cash provided by/(used for) operating activities	$	16		$	(48	)	$	364		$	553					$	885
Cash flows from investing activities
Capital expenditures							(81		)	(194		)				(275		)
Insurance proceeds										8						8
Acquisition of businesses, net of cash acquired										(16		)				(16		)
Proceeds from sale of businesses, net of cash sold							10									10
Proceeds from sale of property, plant and equipment							20			9						29
Intercompany investing activities				(40		)	114						$	(74	)	—
Other, net										(2		)				(2		)
Net cash provided by/(used for) investing activities	—			(40		)	63			(195		)	(74		)	(246		)
Cash flows from financing activities
Proceeds from long-term debt							1,000			83						1,083
Payments of long-term debt				(218		)	(730		)	(74		)				(1,022		)
Net change in revolving credit facility and short-term debt				97			(45		)	(34		)				18
Net change in long-term intercompany balances	263			255			(380		)	(138		)				—
Debt issue costs				(6		)	(26		)							(32		)
Capital contribution										40			(40		)	—
Common stock issued	21															21
Common stock repurchased	(300		)													(300		)
Dividends paid										(114		)	114			—
Purchase of noncontrolling interests										(16		)				(16		)
Dividends paid to noncontrolling interests										(78		)				(78		)
Other				8			12									20
Net cash provided by/(used for) financing activities	(16		)	136			(169		)	(331		)	74			(306		)
Effect of exchange rate changes on cash and cash equivalents										6						6
Net change in cash and cash equivalents	—			48			258			33			—			339
Cash and cash equivalents at January 1							134			216						350
Cash and cash equivalents at December 31	$	—		$	48		$	392		$	249		$	—		$	689

90

Crown Holdings, Inc.

CONDENSED COMBINING STATEMENT OF CASH FLOWS

For the year ended December 31, 2012

(in millions)

	Parent			Issuer			Guarantors			Non- Guarantors			Eliminations			Total Company
Net cash provided by/(used for) operating activities	$	16		$	(66	)	$	299		$	372					$	621
Cash flows from investing activities
Capital expenditures							(77		)	(247		)				(324		)
Insurance proceeds										48						48
Acquisition of businesses, net of cash acquired							(29		)	(49		)				(78		)
Proceeds from sale of intercompany investment				1,205			(1,205		)							—
Proceeds from sale of property, plant and equipment							3									3
Intercompany investing activities				(741		)	293						$	448		—
Other, net										(11		)				(11		)
Net cash provided by/(used for) investing activities				464			(1,015		)	(259		)	448			(362		)
Cash flows from financing activities
Proceeds from long-term debt										110						110
Payments of long-term debt							(1		)	(65		)				(66		)
Net change in revolving credit facility and short-term debt				(4		)	(103		)	135						28
Net change in long-term intercompany balances	226			(232		)	77			(71		)				—
Capital contribution							1,205			8			(1,213		)	—
Common stock issued	15															15
Common stock repurchased	(257		)													(257		)
Dividends paid				(170		)	(370		)	(225		)	765			—
Purchase of noncontrolling interests							(3		)	(1		)				(4		)
Dividends paid to noncontrolling interests										(79		)				(79		)
Other				8			(9		)							(1		)
Net cash provided by/(used for) financing activities	(16		)	(398		)	796			(188		)	(448		)	(254		)
Effect of exchange rate changes on cash and cash equivalents										3						3
Net change in cash and cash equivalents	—			—			80			(72		)	—			8
Cash and cash equivalents at January 1							54			288						342
Cash and cash equivalents at December 31	$	—		$	—		$	134		$	216		$	—		$	350

91

Crown Holdings, Inc.

CONDENSED COMBINING STATEMENT OF CASH FLOWS For the year ended December 31, 2011 (in millions)
	Parent			Issuer			Guarantors			Non- Guarantors			Eliminations			Total Company
Net cash provided by/(used for) operating activities	$	10		$	(12	)	$	(119	)	$	500					$	379
Cash flows from investing activities
Capital expenditures							(107		)	(294		)				(401		)
Proceeds from sale of businesses, net of cash sold							4									4
Proceeds from sale of property, plant and equipment							26									26
Intercompany investing activities				8			290			(180		)	$	(118	)	—
Other							(1		)							(1		)
Net cash provided by/(used for) investing activities				8			212			(474		)	(118		)	(372		)
Cash flows from financing activities
Proceeds from long-term debt				383			1,250			137						1,770
Payments of long-term debt				(276		)	(748		)	(45		)				(1,069		)
Net change in revolving credit facility and short-term debt				(48		)	(54		)	(90		)				(192		)
Net change in long-term intercompany balances	291			(38		)	(438		)	185						—
Debt issue costs				(3		)	(19		)							(22		)
Common stock issued	11															11
Common stock repurchased	(312		)													(312		)
Dividends paid										(118		)	118			—
Purchase of noncontrolling interests							(98		)	(104		)				(202		)
Dividends paid to noncontrolling interests										(104		)				(104		)
Other				(14		)	3			2						(9		)
Net cash provided by/(used for) financing activities	(10		)	4			(104		)	(137		)	118			(129		)
Effect of exchange rate changes on cash and cash equivalents										1						1
Net change in cash and cash equivalents	—			—			(11		)	(110		)	—			(121		)
Cash and cash equivalents at January 1							65			398						463
Cash and cash equivalents at December 31	$	—		$	—		$	54		$	288		$	—		$	342

92

Crown Holdings, Inc.

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

•statements of comprehensive income and cash flows for the years ended December 31, 2013, 2012, 2011, and

•balance sheets as of December 31, 2013 and December 31, 2012

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 COMPREHENSIVE INCOME For the year ended December 31, 2013 (in millions)
	Parent		Issuer			Non- Guarantors			Eliminations			Total Company
Net sales						$	8,656					$	8,656
Cost of products sold, excluding depreciation and amortization			$	(16	)	7,196						7,180
Depreciation and amortization						134						134
Gross profit			16			1,326						1,342
Selling and administrative expense			6			419						425
Provision for asbestos			32									32
Provision for restructuring						46						46
Asset impairments and sales			(2		)	(10		)				(12		)
Loss from early extinguishment of debt						41						41
Net interest expense			101			130						231
Translation and foreign exchange						3						3
Income/(loss) before income taxes			(121		)	697						576
Provision for / (benefit from) income taxes			(28		)	176						148
Equity earnings / (loss) in affiliates	$	324	417						$	(741	)	—
Net income	324		324			521			(741		)	428
Net income attributable to noncontrolling interests						(104		)				(104		)
Net income attributable to Crown Holdings	$	324	$	324		$	417		$	(741	)	$	324
Comprehensive income	$	425	$	425		$	620		$	(943	)	$	527
Comprehensive income attributable to noncontrolling interests						(102		)				(102		)
Comprehensive income attributable to Crown Holdings	$	425	$	425		$	518		$	(943	)	$	425

93

Crown Holdings, Inc.

CONDENSED COMBINING STATEMENT OF COMPREHENSIVE INCOME For the year ended December 31, 2012 (in millions)
	Parent		Issuer			Non- Guarantors			Eliminations			Total Company
Net Sales						$	8,470					$	8,470
Cost of products sold, excluding depreciation and amortization						7,013						7,013
Depreciation and amortization						180						180
Gross profit						1,277						1,277
Selling and administrative expense			$	9		373						382
Provision for asbestos			35									35
Provision for restructuring						48						48
Asset impairments and sales						(48		)				(48		)
Net interest expense			90			129						219
Translation and foreign exchange						(1		)				(1		)
Income/(loss) before income taxes			(134		)	776						642
Provision for / (benefit from) income taxes			(36		)	19						(17		)
Equity earnings / (loss) in affiliates	$	559	657						$	(1,211	)	5
Net income	559		559			757			(1,211		)	664
Net income attributable to noncontrolling interests						(105		)				(105		)
Net income attributable to Crown Holdings	$	559	$	559		$	652		$	(1,211	)	$	559
Comprehensive income	$	535	$	535		$	738		$	(1,163	)	$	645
Comprehensive income attributable to noncontrolling interests						(110		)				(110		)
Comprehensive income attributable to Crown Holdings	$	535	$	535		$	628		$	(1,163	)	$	535

94

Crown Holdings, Inc.

CONDENSED COMBINING STATEMENT OF COMPREHENSIVE INCOME For the year ended December 31, 2011 (in millions)
	Parent		Issuer			Non- Guarantors			Eliminations			Total Company
Net Sales						$	8,644					$	8,644
Cost of products sold, excluding depreciation and amortization						7,120						7,120
Depreciation and amortization						176						176
Gross profit						1,348						1,348
Selling and administrative expense			$	10		385						395
Provision for asbestos			28									28
Provision for restructuring						77						77
Asset impairments and sales						6						6
Loss from early extinguishment of debt						32						32
Net interest expense			83			138						221
Translation and foreign exchange						2						2
Income/(loss) before income taxes			(121		)	708						587
Provision for / (benefit from) income taxes			(7		)	201						194
Equity earnings / (loss) in affiliates	$	282	396			3			$	(678	)	3
Net income	282		282			510			(678		)	396
Net income attributable to noncontrolling interests						(114		)				(114		)
Net income attributable to Crown Holdings	$	282	$	282		$	396		$	(678	)	$	282
Comprehensive income	$	19	$	19		$	243		$	(152	)	$	129
Comprehensive income attributable to noncontrolling interests						(110		)				(110		)
Comprehensive income attributable to Crown Holdings	$	19	$	19		$	133		$	(152	)	$	19

95

Crown Holdings, Inc.

CONDENSED COMBINING BALANCE SHEET

As of December 31, 2013

(in millions)

	Parent		Issuer		Non- Guarantors		Eliminations			Total Company
Assets
Current assets
Cash and cash equivalents					$	689				$	689
Receivables, net					1,064					1,064
Inventories					1,213					1,213
Prepaid expenses and other current assets	$	1	$	103	110					214
Total current assets	1		103		3,076					3,180
Intercompany debt receivables					1,908		$	(1,908	)	—
Investments	1,176		2,212				(3,388		)	—
Goodwill					2,016					2,016
Property, plant and equipment, net					2,152					2,152
Other non-current assets			349		333					682
Total	$	1,177	$	2,664	$	9,485	$	(5,296	)	$	8,030
Liabilities and equity
Current liabilities
Short-term debt					$	279				$	279
Current maturities of long-term debt					94					94
Accounts payable and accrued liabilities	$	16	$	36	2,495					2,547
Total current liabilities	16		36		2,868					2,920
Long-term debt, excluding current maturities			412		3,057					3,469
Long-term intercompany debt	1,157		751				$	(1,908	)	—
Postretirement and pension liabilities					891					891
Other non-current liabilities			289		172					461
Commitments and contingent liabilities
Noncontrolling interests					285					285
Crown Holdings shareholders’ equity/(deficit)	4		1,176		2,212		(3,388		)	4
Total equity/(deficit)	4		1,176		2,497		(3,388		)	289
Total	$	1,177	$	2,664	$	9,485	$	(5,296	)	$	8,030

96

Crown Holdings, Inc.

CONDENSED COMBINING BALANCE SHEET

As of December 31, 2012

(in millions)

	Parent			Issuer		Non- Guarantors		Eliminations			Total Company
Assets
Current assets
Cash and cash equivalents						$	350				$	350
Receivables, net						1,057					1,057
Inventories						1,166					1,166
Prepaid expenses and other current assets	$	1		$	83	93					177
Total current assets	1			83		2,666					2,750
Intercompany debt receivables						1,769		$	(1,769	)	—
Investments	751			1,770				(2,521		)	—
Goodwill						1,998					1,998
Property, plant and equipment, net						2,005					2,005
Other non-current assets				504		243					747
Total	$	752		$	2,357	$	8,681	$	(4,290	)	$	7,500
Liabilities and equity
Current liabilities
Short-term debt						$	261				$	261
Current maturities of long-term debt						115					115
Accounts payable and accrued liabilities	$	18		$	34	2,094					2,146
Total current liabilities	18			34		2,470					2,522
Long-term debt, excluding current maturities				412		2,877					3,289
Long-term intercompany debt	894			875				$	(1,769	)	—
Postretirement and pension liabilities						1,098					1,098
Other non-current liabilities				285		177					462
Commitments and contingent liabilities
Noncontrolling interests						289					289
Crown Holdings shareholders’ equity/(deficit)	(160		)	751		1,770		(2,521		)	(160		)
Total equity/(deficit)	(160		)	751		2,059		(2,521		)	129
Total	$	752		$	2,357	$	8,681	$	(4,290	)	$	7,500

97

Crown Holdings, Inc.

CONDENSED COMBINING STATEMENT OF CASH FLOWS

For the year ended December 31, 2013

(in millions)

	Parent			Issuer			Non- Guarantors			Eliminations			Total Company
Net cash provided by/(used for) operating activities	$	16		$	37		$	832					$	885
Cash flows from investing activities
Capital expenditures							(275		)				(275		)
Insurance proceeds							8						8
Acquisition of businesses, net of cash acquired							(16		)				(16		)
Proceeds from sale of businesses, net of cash sold				10									10
Proceeds from sale of property, plant and equipment							29						29
Intercompany investing activities				77						$	(77	)	—
Other							(2		)				(2		)
Net cash provided by/(used for) investing activities	—			87			(256		)	(77		)	(246		)
Cash flows from financing activities
Proceeds from long-term debt							1,083						1,083
Payments of long-term debt							(1,022		)				(1,022		)
Net change in revolving credit facility and short-term debt							18						18
Net change in long-term intercompany balances	263			(124		)	(139		)				—
Debt issue costs							(32		)				(32		)
Common stock issued	21												21
Common stock repurchased	(300		)										(300		)
Dividends paid							(77		)	77			—
Purchase of noncontrollling interests							(16		)				(16		)
Dividend paid to noncontrolling interests							(78		)				(78		)
Other							20						20
Net cash provided by/(used for) financing activities	(16		)	(124		)	(243		)	77			(306		)
Effect of exchange rate changes on cash and cash equivalents							6						6
Net change in cash and cash equivalents	—			—			339			—			339
Cash and cash equivalents at January 1							350						350
Cash and cash equivalents at December 31	$	—		$	—		$	689		$	—		$	689

98

Crown Holdings, Inc.

CONDENSED COMBINING STATEMENT OF CASH FLOWS

For the year ended December 31, 2012

(in millions)

	Parent			Issuer			Non- Guarantors			Eliminations			Total Company
Net cash provided by/(used for) operating activities	$	16		$	(217	)	$	822					$	621
Cash flows from investing activities
Capital expenditures							(324		)				(324		)
Insurance proceeds							48						48
Acquisition of businesses, net of cash acquired							(78		)				(78		)
Proceeds from sale of property, plant and equipment							3						3
Intercompany investing activities				67						$	(67	)	—
Other							(11		)				(11		)
Net cash provided by/(used for) investing activities				67			(362		)	(67		)	(362		)
Cash flows from financing activities
Proceeds from long-term debt							110						110
Payments of long-term debt							(66		)				(66		)
Net change in revolving credit facility and short-term debt							28						28
Net change in long-term intercompany balances	226			150			(376		)				—
Common stock issued	15												15
Common stock repurchased	(257		)										(257		)
Dividends paid							(67		)	67			—
Purchase of noncontrolling interests							(4		)				(4		)
Dividend paid to noncontrolling interests							(79		)				(79		)
Other							(1		)				(1		)
Net cash provided by/(used for) financing activities	(16		)	150			(455		)	67			(254		)
Effect of exchange rate changes on cash and cash equivalents							3						3
Net change in cash and cash equivalents	—			—			8			—			8
Cash and cash equivalents at January 1							342						342
Cash and cash equivalents at December 31	$	—		$	—		$	350		$	—		$	350

99

Crown Holdings, Inc.

CONDENSED COMBINING STATEMENT OF CASH FLOWS For the year ended December 31, 2011 (in millions)
	Parent			Issuer			Non- Guarantors			Eliminations			Total Company
Net cash provided by/(used for) operating activities	$	10		$	(39	)	$	408					$	379
Cash flows from investing activities
Capital expenditures							(401		)				(401		)
Proceeds from sale of business, net of cash sold							4						4
Proceeds from sale of property, plant and equipment							26						26
Intercompany investing activities				49						$	(49	)	—
Other							(1		)				(1		)
Net cash provided by/(used for) investing activities	—			49			(372		)	(49		)	(372		)
Cash flows from financing activities
Proceeds from long-term debt							1,770						1,770
Payments of long-term debt							(1,069		)				(1,069		)
Net change in revolving credit facility and short-term debt							(192		)				(192		)
Net change in long-term intercompany balances	291			86			(377		)				—
Debt issue costs							(22		)				(22		)
Common stock issued	11												11
Common stock repurchased	(312		)										(312		)
Dividends paid							(49		)	49			—
Purchase of noncontrolling interests				(96		)	(106		)				(202		)
Dividend paid to noncontrolling interests							(104		)				(104		)
Other							(9		)				(9		)
Net cash provided by/(used for) financing activities	(10		)	(10		)	(158		)	49			(129		)
Effect of exchange rate changes on cash and cash equivalents							1						1
Net change in cash and cash equivalents	—			—			(121		)	—			(121		)
Cash and cash equivalents at January 1							463						463
Cash and cash equivalents at December 31	$	—		$	—		$	342		$	—		$	342

100

Crown Holdings, Inc.

Crown Americas, LLC, Crown Americas Capital Corp. II and Crown Americas Capital Corp. III (collectively, the Issuers), wholly owned subsidiaries of the Company, have outstanding $700 principal amount of 6.25% senior notes due 2021 and $1,000 principal amount of 4.5% senior notes due 2023, which are fully and unconditionally guaranteed by Crown Holdings, Inc. (Parent) and substantially all subsidiaries in the United States. The guarantors are wholly owned by the Company and the guarantees are made on a joint and several basis. The following condensed combining financial statements:

• statements of comprehensive income and cash flows for the years ended December 31, 2013, 2012, 2011, and

• balance sheets as of December 31, 2013 and December 31, 2012

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 COMPREHENSIVE INCOME For the year ended December 31, 2013 (in millions)
	Parent		Issuer			Guarantors			Non- Guarantors			Eliminations			Total Company
Net sales						$	2,214		$	6,442					$	8,656
Cost of products sold, excluding depreciation and amortization						1,746			5,434						7,180
Depreciation and amortization						29			105						134
Gross profit						439			903						1,342
Selling and administrative expense			$	9		154			262						425
Provision for asbestos						32									32
Provision for restructuring						5			41						46
Asset impairments and sales						(3		)	(9		)				(12		)
Loss from early extinguishment of debt			39			—			2						41
Net interest expense			46			91			94						231
Technology royalty						(48		)	48						—
Translation and foreign exchange									3						3
Income/(loss) before income taxes			(94		)	208			462						576
Provision for / (benefit from) income taxes			(36		)	100			84						148
Equity earnings / (loss) in affiliates	$	324	247			216						$	(787	)	—
Net income	324		189			324			378			(787		)	428
Net income attributable to noncontrolling interests									(104		)				(104		)
Net income attributable to Crown Holdings	$	324	$	189		$	324		$	274		$	(787	)	$	324
Comprehensive income	$	425	$	332		$	425		$	336		$	(991	)	$	527
Comprehensive income attributable to noncontrolling interests									(102		)				(102		)
Comprehensive income attributable to Crown Holdings	$	425	$	332		$	425		$	234		$	(991	)	$	425

101

Crown Holdings, Inc.

CONDENSED COMBINING STATEMENT OF COMPREHENSIVE INCOME For the year ended December 31, 2012 (in millions)
	Parent		Issuer			Guarantors			Non- Guarantors			Eliminations			Total Company
Net sales						$	2,276		$	6,194					$	8,470
Cost of products sold, excluding depreciation and amortization						1,821			5,192						7,013
Depreciation and amortization						40			140						180
Gross profit						415			862						1,277
Selling and administrative expense			$	7		131			244						382
Provision for asbestos						35									35
Provision for restructuring						5			43						48
Asset impairments and sales						(1		)	(47		)				(48		)
Net interest expense			50			90			79						219
Technology royalty						(41		)	41						—
Translation and foreign exchange									(1		)				(1		)
Income/(loss) before income taxes			(57		)	196			503						642
Provision for / (benefit from) income taxes			(22		)	(97		)	102						(17		)
Equity earnings / (loss) in affiliates	$	559	217			266			1			$	(1,038	)	5
Net income	559		182			559			402			(1,038		)	664
Net income attributable to noncontrolling interests									(105		)				(105		)
Net income attributable to Crown Holdings	$	559	$	182		$	559		$	297		$	(1,038	)	$	559
Comprehensive income	$	535	$	162		$	535		$	391		$	(978	)	$	645
Comprehensive income attributable to noncontrolling interests									(110		)				(110		)
Comprehensive income attributable to Crown Holdings	$	535	$	162		$	535		$	281		$	(978	)	$	535

102

Crown Holdings, Inc.

CONDENSED COMBINING STATEMENT OF COMPREHENSIVE INCOME For the year ended December 31, 2011 (in millions)
	Parent		Issuer			Guarantors			Non- Guarantors			Eliminations			Total Company
Net sales						$	2,297		$	6,347					$	8,644
Cost of products sold, excluding depreciation and amortization						1,865			5,255						7,120
Depreciation and amortization						39			137						176
Gross profit						393			955						1,348
Selling and administrative expense			$	6		134			255						395
Provision for asbestos						28									28
Provision for restructuring						2			75						77
Asset impairments and sales						1			5						6
Loss from early extinguishment of debt			30			1			1						32
Net interest expense			49			81			91						221
Technology royalty						(47		)	47						—
Translation and foreign exchange									2						2
Income/(loss) before income taxes			(85		)	193			479						587
Provision for / (benefit from) income taxes			(32		)	114			112						194
Equity earnings / (loss) in affiliates	$	282	237			203						$	(719	)	3
Net income	282		184			282			367			(719		)	396
Net income attributable to noncontrolling interests									(114		)				(114		)
Net income attributable to Crown Holdings	$	282	$	184		$	282		$	253		$	(719	)	$	282
Comprehensive income	$	19	$	160		$	19		$	125		$	(194	)	$	129
Comprehensive income attributable to noncontrolling interests									(110		)				(110		)
Comprehensive income attributable to Crown Holdings	$	19	$	160		$	19		$	15		$	(194	)	$	19

103

Crown Holdings, Inc.

CONDENSED COMBINING BALANCE SHEET

As of December 31, 2013

(in millions)

	Parent		Issuer		Guarantors		Non- Guarantors		Eliminations			Total Company
Assets
Current assets
Cash and cash equivalents			$	177	$	2	$	510				$	689
Receivables, net					26		1,038					1,064
Intercompany receivables					30		81		$	(111	)	—
Inventories					266		947					1,213
Prepaid expenses and other current assets	$	1	2		109		102					214
Total current assets	1		179		433		2,678		(111		)	3,180
Intercompany debt receivables			1,476		1,808		19		(3,303		)	—
Investments	1,176		1,917		685				(3,778		)	—
Goodwill					453		1,563					2,016
Property, plant and equipment, net			1		314		1,837					2,152
Other non-current assets			36		388		258					682
Total	$	1,177	$	3,609	$	4,081	$	6,355	$	(7,192	)	$	8,030
Liabilities and equity
Current liabilities
Short-term debt							$	279				$	279
Current maturities of long-term debt							94					94
Accounts payable and accrued liabilities	$	16	$	49	$	466	2,016					2,547
Intercompany payables					81		30		$	(111	)	—
Total current liabilities	16		49		547		2,419		(111		)	2,920
Long-term debt, excluding current maturities			1,920		412		1,137					3,469
Long-term intercompany debt	1,157		594		1,353		199		(3,303		)	—
Postretirement and pension liabilities					299		592					891
Other non-current liabilities					294		167					461
Commitments and contingent liabilities
Noncontrolling interests							285					285
Crown Holdings shareholders’ equity/(deficit)	4		1,046		1,176		1,556		(3,778		)	4
Total equity/(deficit)	4		1,046		1,176		1,841		(3,778		)	289
Total	$	1,177	$	3,609	$	4,081	$	6,355	$	(7,192	)	$	8,030

104

Crown Holdings, Inc.

CONDENSED COMBINING BALANCE SHEET

As of December 31, 2012

(in millions)

	Parent			Issuer		Guarantors		Non- Guarantors		Eliminations			Total Company
Assets
Current assets
Cash and cash equivalents				$	27	$	1	$	322				$	350
Receivables, net				2		14		1,041					1,057
Intercompany receivables						7		17		$	(24	)	—
Inventories						282		884					1,166
Prepaid expenses and other current assets	$	1		1		92		83					177
Total current assets	1			30		396		2,347		(24		)	2,750
Intercompany debt receivables				1,530		1,483		279		(3,292		)	—
Investments	751			1,560		608				(2,919		)	—
Goodwill						453		1,545					1,998
Property, plant and equipment, net				1		308		1,696					2,005
Other non-current assets				26		529		192					747
Total	$	752		$	3,147	$	3,777	$	6,059	$	(6,235	)	$	7,500
Liabilities and equity
Current liabilities
Short-term debt								$	261				$	261
Current maturities of long-term debt				$	28			87					115
Accounts payable and accrued liabilities	$	18		33		$	317	1,778					2,146
Intercompany payables						17		7		$	(24	)	—
Total current liabilities	18			61		334		2,133		(24		)	2,522
Long-term debt, excluding current maturities				1,616		412		1,261					3,289
Long-term intercompany debt	894			756		1,447		195		(3,292		)	—
Postretirement and pension liabilities						545		553					1,098
Other non-current liabilities						288		174					462
Commitments and contingent liabilities
Noncontrolling interests								289					289
Crown Holdings shareholders’ equity/(deficit)	(160		)	714		751		1,454		(2,919		)	(160		)
Total equity/(deficit)	(160		)	714		751		1,743		(2,919		)	129
Total	$	752		$	3,147	$	3,777	$	6,059	$	(6,235	)	$	7,500

105

Crown Holdings, Inc.

CONDENSED COMBINING STATEMENT OF CASH FLOWS

For the year ended December 31, 2013

(in millions)

	Parent			Issuer			Guarantors			Non- Guarantors			Eliminations			Total Company
Net provided by/(used for) operating activities	$	16		$	(18	)	$	352		$	535					$	885
Cash flows from investing activities
Capital expenditures							(37		)	(238		)				(275		)
Insurance proceeds										8						8
Acquisition of businesses, net of cash acquired										(16		)				(16		)
Proceeds from sale of businesses, net of cash sold							10									10
Proceeds from sale of property, plant and equipment							4			25						29
Intercompany investing activities				32			91						$	(123	)	—
Other										(2		)				(2		)
Net cash provided by/(used for) investing activities				32			68			(223		)	(123		)	(246		)
Cash flows from financing activities
Proceeds from long-term debt				1,000						83						1,083
Payments of long-term debt				(730		)				(292		)				(1,022		)
Net change in revolving credit facility and short-term debt										18						18
Net change in long-term intercompany balances	263			(108		)	(419		)	264						—
Debt issue costs				(26		)				(6		)				(32		)
Common stock issued	21															21
Common stock repurchased	(300		)													(300		)
Dividends paid										(123		)	123			—
Purchase of noncontrolling interests										(16		)				(16		)
Dividends paid to noncontrolling interests										(78		)				(78		)
Other										20						20
Net cash provided by/(used for) financing activities	(16		)	136			(419		)	(130		)	123			(306		)
Effect of exchange rate changes on cash and cash equivalents										6						6
Net change in cash and cash equivalents	—			150			1			188			—			339
Cash and cash equivalents at January 1				27			1			322						350
Cash and cash equivalents at December 31	$	—		$	177		$	2		$	510		$	—		$	689

106

Crown Holdings, Inc.

CONDENSED COMBINING STATEMENT OF CASH FLOWS

For the year ended December 31, 2012

(in millions)

	Parent			Issuer			Guarantors			Non- Guarantors			Eliminations			Total Company
Net provided by/(used for) operating activities	$	16		$	(28	)	$	213		$	420					$	621
Cash flows from investing activities
Capital expenditures							(41		)	(283		)				(324		)
Insurance proceeds										48						48
Acquisition of businesses, net of cash acquired							(29		)	(49		)				(78		)
Proceeds from sale of property, plant and equipment							1			2						3
Intercompany investing activities				29			268						$	(297	)	—
Other										(11		)				(11		)
Net cash provided by/(used for) investing activities	—			29			199			(293		)	(297		)	(362		)
Cash flows from financing activities
Proceeds from long-term debt										110						110
Payments of long-term debt							(1		)	(65		)				(66		)
Net change in revolving credit facility and short-term debt				(104		)				132						28
Net change in long-term intercompany balances	226			109			(408		)	73						—
Common stock issued	15															15
Common stock repurchased	(257		)													(257		)
Dividends paid										(297		)	297			—
Purchase of noncontrolling interests							(3		)	(1		)				(4		)
Dividends paid to noncontrolling interests										(79		)				(79		)
Other										(1		)				(1		)
Net cash provided by/(used for) financing activities	(16		)	5			(412		)	(128		)	297			(254		)
Effect of exchange rate changes on cash and cash equivalents										3						3
Net change in cash and cash equivalents	—			6			—			2			—			8
Cash and cash equivalents at January 1				21			1			320						342
Cash and cash equivalents at December 31	$	—		$	27		$	1		$	322		$	—		$	350

107

Crown Holdings, Inc.

CONDENSED COMBINING STATEMENT OF CASH FLOWS

For the year ended December 31, 2011

(in millions)

	Parent			Issuer			Guarantors			Non- Guarantors			Eliminations			Total Company
Net provided by/(used for) operating activities	$	10		$	(29	)	$	(127	)	$	525					$	379
Cash flows from investing activities
Capital expenditures							(55		)	(346		)				(401		)
Proceeds from sale of businesses, net of cash sold							4									4
Proceeds from sale of property, plant and equipment										26						26
Intercompany investing activities				31			53						$	(84	)	—
Other							(1		)							(1		)
Net cash provided by/(used for) investing activities	—			31			1			(320		)	(84		)	(372		)
Cash flows from financing activities
Proceeds from long-term debt				1,250						520						1,770
Payments of long-term debt				(746		)	(1		)	(322		)				(1,069		)
Net change in revolving credit facility and short-term debt				(55		)				(137		)				(192		)
Net change in long-term intercompany balances	291			(449		)	223			(65		)				—
Debt issue costs				(19		)				(3		)				(22		)
Common stock issued	11															11
Common stock repurchased	(312		)													(312		)
Dividends paid										(84		)	84			—
Purchase of noncontrolling interests							(96		)	(106		)				(202		)
Dividends paid to noncontrolling interests										(104		)				(104		)
Other										(9		)				(9		)
Net cash provided by/(used for) financing activities	(10		)	(19		)	126			(310		)	84			(129		)
Effect of exchange rate changes on cash and cash equivalents										1						1
Net change in cash and cash equivalents	—			(17		)	—			(104		)	—			(121		)
Cash and cash equivalents at January 1				38			1			424						463
Cash and cash equivalents at December 31	$	—		$	21		$	1		$	320		$	—		$	342

108

Crown Holdings, Inc.

Quarterly Data (unaudited)

(in millions)	2013								2012
	First (1)		Second (2)		Third (3)		Fourth (4)		First		Second (5)		Third (6)		Fourth (7)
Net sales	$	1,973	$	2,223	$	2,389	$	2,071	$	1,947	$	2,184	$	2,302	$	2,037
Gross profit *	299		375		394		274		287		340		369		281
Net income attributable to Crown Holdings	41		133		101		49		69		134		325		31
Earnings per average common share:
Basic	0.29		0.94		0.73		$	0.36	0.47		0.91		2.23		0.22
Diluted	0.28		0.93		0.73		$	0.36	0.46		0.89		2.20		0.21
Average common shares outstanding:
Basic	142.5		141.2		137.8		136.6		147.8		148.0		145.5		143.0
Diluted	144.0		142.5		139.2		137.7		150.0		150.5		147.8		145.3
Common stock price range: **
High	$	41.69	$	44.31	$	45.40	$	44.94	$	38.13	$	38.56	$	37.66	$	39.05
Low	37.00		39.32		40.92		39.77		33.57		32.40		33.13		35.84
Close	41.61		41.13		42.28		44.57		36.83		34.49		36.75		36.81

* The Company defines gross profit as net sales less cost of products sold and depreciation and amortization.

** Source: New York Stock Exchange - Composite Transactions

Notes:

(1) Includes pre-tax charges of $38 for loss from early debt extinguishment and $4 for restructuring.

(2) Includes pre-tax charge of $4 for restructuring.

(3) Includes pre-tax charge of $33 for restructuring, pre-tax gain of $2 for asset impairments and sales and an income tax charge of $18 for tax law changes.

(4) Includes pre-tax charges of $32 for asbestos claims, $5 for restructuring and $3 for loss from early extinguishment of debt, pre-tax gain of $10 for asset impairments and sales and an income tax benefit of $7 for tax law changes.

(5) Includes pre-tax charge of $3 for restructuring and pre-tax gain of $10 for asset impairments and sales.

(6) Includes pre-tax charge of $7 for restructuring, pre-tax gain of $14 for asset impairments and sales and a net income tax benefit of $169 primarily related to the recognition of U.S. foreign tax credits.

(7) Includes pre-tax charges of $35 for asbestos claims, $38 for restructuring, pre-tax gain of $24 for asset impairments and sales and an income tax charge of $4 for tax law changes.

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Crown Holdings, Inc.

SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS AND RESERVES

(In millions)

COLUMN A	COLUMN B		COLUMN C						COLUMN D			COLUMN E
			Additions
Description	Balance at beginning of period		Charged to costs and expense			Charged to other  accounts			Deductions – Write-offs			Balance at end of period
For the year ended December 31, 2013
Allowances deducted from assets to which they apply:
Trade accounts receivable	$	37	$	41		$	2		$	(2	)	$	78
Deferred tax assets	400		(1		)	1			(57		)	343
For the year ended December 31, 2012
Allowances deducted from assets to which they apply:
Trade accounts receivable	37		—			2			(2		)	37
Deferred tax assets	359		56			(15		)	—			400
For the year ended December 31, 2011
Allowances deducted from assets to which they apply:
Trade accounts receivable	40		1			(1		)	(3		)	37
Deferred tax assets	376		(19		)	2			—			359

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

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

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Crown Holdings, Inc.

The Company’s report on internal control over financial reporting is included in Part II, Item 8 of this Annual Report on Form 10-K.

There has been no change in internal control over financial reporting that occurred during the quarter ended December 31, 2013 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

On February 27, 2014, following approval by the Board of Directors, the Company amended and restated its By-Laws, in their entirety. The amendments removed the prohibition on directors entering into certain voting commitments and receiving third-party compensation for services as a Company director and provide that a nominee for election to the Board of Directors must provide disclosure to the Company regarding any such voting commitments and compensation arrangements. The foregoing summary description is qualified in its entirety by reference to the Amended and Restated By-Laws of Crown Holdings, Inc., a copy of which is attached hereto as Exhibit 3.b and incorporated herein by reference.

On February 27, 2014, Caesar F. Sweitzer was elected to serve on the Board of Directors of the Company and was named to the Company's Audit Committee. Mr. Sweitzer formerly served as the senior advisor and managing director of Citigroup Global Markets. There are no arrangements between Mr. Sweitzer and any other person pursuant to which Mr. Sweitzer was elected to serve as a director of the Company, nor are there any transactions in which the Company is a participant in which Mr. Sweitzer has a direct or indirect material interest.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by this Item is set forth in the Company’s Proxy Statement within the sections entitled “Election of Directors,” “Section 16(a) Beneficial Ownership Reporting Compliance” and “Corporate Governance” and is incorporated herein by reference.

The following table sets forth certain information concerning the principal executive officers of the Company, including their ages and positions.

			Year Assumed
Name	Age	Title	Present Title
John W. Conway	68	Chairman of the Board and Chief Executive Officer	2001
Timothy J. Donahue	51	President and Chief Operating Officer	2013
Raymond L. McGowan, Jr.	62	President – Americas Division	2008
Gerard H. Gifford	58	President – European Division	2012
Jozef Salaerts	59	President – Asia Pacific Division	2007
Thomas A. Kelly	54	Senior Vice President and Chief Financial Officer	2013
Kevin C. Clothier	45	Vice President and Corporate Controller	2009

All of the principal executive officers have been employed by the Company for the past five years.

ITEM 11. EXECUTIVE COMPENSATION

The information required by this Item is set forth in the Company’s Proxy Statement within the sections entitled “Executive Compensation,” “Compensation Discussion and Analysis” and “Corporate Governance” and is incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Certain information required by this Item is set forth in the Company’s Proxy Statement within the sections entitled “Proxy Statement – Meeting, April 24, 2014” and “Common Stock Ownership of Certain Beneficial Owners, Directors and Executive Officers” and is incorporated herein by reference.

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Crown Holdings, Inc.

The following table provides information as of December 31, 2013 with respect to shares of the Company’s Common Stock that may be issued under its equity compensation plans:

	Equity Compensation Plan Information
Plan category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a)	Weighted average Exercise Price of Outstanding Options, Warrants and Rights (b)	Number of Securities Remaining Available For Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected In Column (a)) (c)
Equity compensation plans    approved by security holders	2,191,653 (1)(2)	21.20 (2)	6,131,128 (3)
Equity compensation plans not    approved by security holders		N/A
Total	2,191,653	$21.20	6,131,128

(1) Includes the 2001, 2004, 2006 and 2013 Stock-Based Incentive Compensation Plans.

(2) Includes 496,600 shares of deferred stock awarded from the 2013 Stock-Based Incentive Compensation Plan in May

2013. The shares are time-vesting and will be issued over three years commencing May 2015. The weighted-average

exercise price in the table does not include these shares.

(3) Includes 4,992,473, 907,455 and 231,200 shares available for issuance at December 31, 2013 under the 2013 Stock Based Incentive Compensation Plan, the Company’s Employee Stock Purchase Plan and the Stock Compensation Plan for Non-Employee Directors, respectively.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by this Item is set forth in the Company’s Proxy Statement within the sections entitled “Election of Directors,” “Corporate Governance” and “Executive Compensation” and is incorporated herein by reference.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

The information required by this Item is set forth in the Company’s Proxy Statement within the sections entitled “Principal Accounting Fees and Services” and is incorporated herein by reference.

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Crown Holdings, Inc.

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

a) The following documents are filed as part of this report:

(1) All Financial Statements (see Part II, Item 8)

Management’s Report on Internal Control Over Financial Reporting

Report of Independent Registered Public Accounting Firm

Consolidated Statements of Operations for the years ended December 31, 2013, 2012 and 2011

Consolidated Statements of Comprehensive Income for the years ended December 31, 2013, 2012 and 2011

Consolidated Balance Sheets as of December 31, 2013 and 2012

Consolidated Statements of Cash Flows for the years ended December 31, 2013, 2012 and 2011

Consolidated Statements of Shareholders' Equity for the years ended December 31, 2013, 2012 and 2011

Notes to Consolidated Financial Statements

Supplementary Information

(2) Financial Statement Schedules:

Schedule II – Valuation and Qualifying Accounts and Reserves

All other schedules have been omitted because they are not applicable or the required information is included in the Consolidated Financial Statements.

(3) Exhibits

2. Share Purchase Agreement, dated October 30, 2013, between Lata Lux Holding Parent S.à r.l and Crown Holdings, Inc.

3.a Articles of Incorporation of Crown Holdings, Inc., as amended (incorporated by reference to Exhibit 3.a of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2004 (File No. 0-50189)).

3.b Amended and Restated By-Laws of Crown Holdings, Inc.

4.a Specimen certificate of Registrant’s Common Stock (incorporated by reference to Exhibit 4.a of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 1995 (File No. 1-2227)).

4.b Indenture, dated December 17, 1996, among Crown Cork & Seal Company, Inc., Crown Cork & Seal Finance PLC, Crown Cork & Seal Finance S.A. and the Bank of New York, as trustee (incorporated by reference to Exhibit 4.1 of the Registrant's Current Report on Form 8-K dated December 17, 1996 (File No. 1-2227)).

4.c Form of the Registrant's 7-3/8% Debentures Due 2026 (incorporated by reference to Exhibit 99.1 of the Registrant's Current Report on Form 8-K dated December 17, 1996 (File No. 1-2227)).

4.d Officers' Certificate for 7-3/8% Debentures Due 2026 (incorporated by reference to Exhibit 99.6 of the Registrant's Current Report on Form 8-K dated December 17, 1996 (File No. 1-2227)).

4.e Form of the Registrant's 7-1/2% Debentures Due 2096 (incorporated by reference to Exhibit 99.2 of the Registrant's Current Report on Form 8-K dated December 17, 1996 (File No. 1-2227)).

4.f Officers' Certificate for 7-1/2% Debentures Due 2096 (incorporated by reference to Exhibit 99.7 of the Registrant's Current Report on From 8-K dated December 17, 1996 (File No. 1-2227)).

4.g Terms Agreement, dated December 12, 1996 (incorporated by reference to Exhibit 1.1 of the Registrant's Current Report on Form 8-K dated December 17, 1996 (File No. 1-2227)).

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4.h Form of Bearer Security Depositary Agreement (incorporated by reference to Exhibit 4.2 of the Registrant's Registration Statement on Form S-3, dated November 26, 1996, amended December 5 and 10, 1996 (File No. 333-16869)).

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Crown Holdings, Inc.

4.i Supplemental Indenture to Indenture dated April 1, 1993, dated as of February 25, 2003, between Crown Cork & Seal Company, Inc., as Issuer, Crown Holdings, Inc., as Guarantor and Bank One Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.3 of the Registrant’s Current Report on Form 8-K dated February 26, 2003 (File No. 0-50189)).

4.j Supplemental Indenture to Indenture dated December 17, 1996, dated as of February 25, 2003, between Crown Cork & Seal Company, Inc., as Issuer and Guarantor, Crown Cork & Seal Finance PLC, as Issuer, Crown Cork & Seal Finance S.A., as Issuer, Crown Holdings, Inc., as Additional Guarantor and Bank One Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.5 of the Registrant’s Current Report on Form 8-K dated February 26, 2003 (File No. 0-50189)).

4.k Indenture, dated as of July 28, 2010, by and among Crown European Holdings SA, as Issuer, the Guarantors named therein and The Bank of New York Mellon, as Trustee, relating to the 7 1/8% Senior Notes due 2018 (incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K dated July 28, 2010 (File No. 0-05189)).

4.l Form of 7 1/8% Senior Notes due 2018 (included in Exhibit 4.k).

4.m Indenture, dated as of January 31, 2011, by and among Crown Americas LLC, Crown Americas Capital Corp. III, as Issuers, the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to the 6 1/4% Senior Notes due 2021. (incorporated by reference to Exhibit 4.2 of the Registrant’s Current Report on Form 8-K dated January 31, 2011 (File No. 0-05189)).

4.n Form of 6 1/4% Senior Notes due 2021 (included in Exhibit 4.m).

4.o Registration Rights Agreement, dated as of January 9, 2013, by and among the Company, Crown Americas LLC and Crown Americas Capital Corp. IV, Deutsche Bank Securities Inc., as Representative of the several Initial Purchasers named therein and the Guarantors (as defined therein), relating to the $800 million 4 1/2% Senior Notes due 2023 (incorporated by reference to Exhibit 4.1 of the Registrant's Current Report on Form 8-K dated January 9, 2013 (File No. 0.-50189)).

4.p Indenture, dated as of January 9, 2013, by and among Crown Americas LLC and Crown Americas Capital Corp. IV, as Issuers, the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to the 4 1/2% Senior Notes due 2023 (incorporated by reference to Exhibit 4.2 of the Registrant's Current Report on Form 8-K dated January 9, 2013 (File No. 0.-50189)).

4.q Form of 4 ½% Senior Notes due 2023 (included in Exhibit 4.p).

4.r Registration Rights Agreement, dated as of January 15, 2013, by and among the Company, Crown Americas LLC and Crown Americas Capital Corp. IV, Deutsche Bank Securities Inc., as the Initial Purchaser, and the Guarantors (as defined therein), relating to the $200 million 4 1/2% Senior Notes due 2023 (incorporated by reference to Exhibit 4.1 of the Registrant's Current Report on Form 8-K dated January 15, 2013 (File No. 0.-50189)).

4.r       Credit Agreement, dated as of December 19, 2013, among Crown Americas LLC, as U.S. Borrower, Crown European Holdings SA, as European Borrower, CROWN Metal Packaging Canada LP, as Canadian Borrower, the Subsidiary Borrowers named therein, the Company, Crown International Holdings, Inc. and Crown Cork & Seal Company, Inc., as Parent Guarantors, Deutsche Bank AG New York Branch, as Administrative Agent, Deutsche Bank AG London Branch, a U.K. Administrative Agent, Deutsche Bank AG Canada Branch, as Canadian Administrative Agent, and various Lending Institutions (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K dated December 20, 2013 (File No. 0-50189)). 

Other long-term agreements of the Registrant are not filed pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K, and the Registrant agrees to furnish copies of such agreements to the Securities and Exchange Commission upon its request.

10.a Purchase Agreement, dated as of January 3, 2013, by and among the Company, Crown Americas LLC, Crown Americas Capital Corp. IV, Deutsche Bank Securities Inc. as Representative, the Initial Purchasers (as defined therein) and the Guarantors (as defined therein) (incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K dated January 3, 2013 (File No. 0.-50189)).

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Crown Holdings, Inc.

10.b Purchase Agreement, dated as of January 9, 2013, by and among the Company, Crown Americas LLC, Crown Americas Capital Corp. IV, Deutsche Bank Securities Inc., as the Initial Purchaser, and the Guarantors (as defined therein) (incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K dated January 9, 2013 (File No. 0.-50189)).

10.c Employment Contracts:

(1)     Employment contract between Crown Holdings, Inc. and John W. Conway, dated May 3, 2007 (incorporated by reference to Exhibit 10.1(a) of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007 (File No. 0-50189)).

(2) Second amendment to employment contract, dated May 3, 2007, between Crown Holdings, Inc. and John W. Conway, dated as of December 11, 2013 (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K dated December 17, 2013 (File No. 0-50189)).

(3)      Second amendment to the employment contract, dated May 3, 2007, between Crown Holdings, Inc. and Timothy J. Donahue, dated as of December 11, 2008 (incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K dated December 11, 2008).

(4)      Employment contract between Crown Holdings, Inc. and Timothy J. Donahue, dated May 3, 2007 (incorporated by reference to Exhibit 10.1(e) of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007 (File No. 0-50189)).

(5)     Employment contract between Crown Holdings, Inc. and Raymond L. McGowan, Jr., dated May 3, 2007 (incorporated by reference to Exhibit 10.h(7) of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2007 (File No. 0-50189)).

(6) First amendment to the employment contract, effective June 1, 2012, between Crown Holdings, Inc. and Gerard Gifford, dated as of July 24, 2013 (incorporated by reference to Exhibit 10.3 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2013 (File No 0-50189)).

(6) Executive Employment Agreement, effective June 1, 2012, between Crown Holdings, Inc. and Gerard Gifford (incorporated by reference to Exhibit 10.1 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2012 (File No 0-50189)).

(7) Employment contract between Crown Holdings, Inc. and Thomas A. Kelly, dated July 24, 2013 (incorporated by reference to Exhibit 10 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013 (File No. 0-50189)).

(8) Employment contract between Crown Holdings, Inc. and Jozef Salaerts, dated November 5, 2012 (incorporated by reference to Exhibit 10 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2012 (File No 0-50189)).

10.d Crown Holdings, Inc. Economic Profit Incentive Plan, effective as of January 1, 2007 (incorporated by reference to Exhibit 10.i of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 0-50189)).

10.e Crown Holdings, Inc. Senior Executive Retirement Plan, as amended and restated as of January 1, 2008 (incorporated by reference to Exhibit 10.l of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2007 (File No. 0-50189)).

10.f Senior Executive Retirement Agreements:

(1)      Senior Executive Retirement Agreement between Crown Holdings, Inc. and John W. Conway, dated May 3, 2007 (incorporated by reference to Exhibit 10.4(a) of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007 (File No. 0-50189)).

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(2)      Senior Executive Retirement Agreement between Crown Holdings, Inc. and Timothy J. Donahue, dated May 3, 2007 (incorporated by reference to Exhibit 10.4(e) of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007 (File No. 0-50189)).

(3)      Senior Executive Retirement Agreement between Crown Holdings, Inc. and Christopher C. Homfray, effective January 1, 2008 (incorporated by reference to Exhibit 10.m(6) of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2007 (File No. 0-50189)).

(4)      Senior Executive Retirement Agreement between Crown Holdings, Inc. and Raymond L. McGowan, Jr., dated May 3, 2007 (incorporated by reference to Exhibit 10.m(7) of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2007 (File No. 0-50189)).

(5)       Senior Executive Retirement Agreement between Crown Holdings, Inc. and Jozef Salaerts, effective January 1, 2008 (incorporated by reference to Exhibit 10.m(8) of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2007 (File No. 0-50189)).

(6) Senior Executive Retirement Agreement, effective June 1, 2012, between Crown Holdings, Inc. and Gerard Gifford (incorporated by reference to Exhibit 10.2 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2012 (File No 0-50189)).

(7) Amendment No. 1 to the Senior Executive Retirement Agreement, effective June 1, 2012, between Crown Holdings, Inc. and Gerard Gifford dated December 28, 2012 (incorporated by reference to Exhibit 10.m(7) of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012 (File No. 0-50189)).

(8) Senior Executive Retirement Agreement, effective July 24, 2013, between Crown Holdings, Inc. and Thomas A. Kelly (incorporated by reference to Exhibit 10.2 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2013 (File No 0-50189)).

10.g Crown Holdings, Inc. 2001 Stock-Based Incentive Compensation Plan, dated as of February 22, 2001 (incorporated by reference to the Registrant’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on March 27, 2001 (File No. 1-2227)).

10.h Amendment No. 1 to the Crown Holdings, Inc. 2001 Stock-Based Incentive Compensation Plan, dated as of January 1, 2003 (incorporated by reference to Exhibit 10.s of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2002 (File No. 0-50189)).

10.i Amendment No. 2, effective December 14, 2006, to the Crown Holdings, Inc. 2001 Stock-Based Incentive Compensation Plan (incorporated by reference to Exhibit 10.bb of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2006 (File No. 0-50189)).

10.j Form of Agreement for Restricted Stock Awards under Crown Holdings, Inc. 2004 Stock-Based Incentive Compensation Plan (incorporated by reference to Exhibit 10.x of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2004 (File No. 0-50189)).

10.k Form of Agreement for Restricted Stock Awards under Crown Holdings, Inc. 2006 Stock-Based Incentive Compensation Plan (incorporated by reference to Exhibit 10.dd of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2006 (File No. 0-50189)).

10.l Crown Holdings, Inc. 2004 Stock-Based Incentive Compensation Plan, dated as of April 22, 2004 (incorporated by reference to the Registrant’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on March 19, 2004 (File No. 0-50189)).

10.m Amendment No. 1, effective December 14, 2006, to the Crown Holdings, Inc. 2004 Stock-Based Incentive Compensation Plan (incorporated by reference to Exhibit 10.ff of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2006 (File No. 0-50189)).

10.n Form of Agreement for Non-Qualified Stock Option Awards under Crown Holdings, Inc. 2004 Stock-Based Incentive Compensation Plan (incorporated by reference to Exhibit 10.6 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004 (File No. 0-51089)).

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10.o Crown Holdings, Inc. Deferred Compensation Plan for Directors, as Amended and Restated, effective January 1, 2008 (incorporated by reference to Exhibit 10.w of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 0-50189)).

10.p Crown Holdings, Inc. Stock Compensation Plan for Non-Employee Directors, dated as of April 22, 2004 (incorporated by reference to the Registrant’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on March 19, 2004 (File No. 0-50189)).

10.q Crown Cork & Seal Company, Inc. Pension Plan for Outside Directors, dated as of October 27, 1994 (incorporated by reference to Exhibit 10.c of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1995 (File No. 1-2227)).

10.r Amendment No. 1, effective April 1, 2005, to the Crown Holdings, Inc. Stock Compensation Plan for Non-Employee Directors, dated as of April 22, 2004 (incorporated by reference to Exhibit 10 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2005 (File No. 0-50189)).

10.s Master Definitions Agreement, dated June 21, 2005, between France Titrisation, as Management Company, BNP Paribas, as Custodian Calculation Agent, FCC Account Bank, Liquidity Facility Provider and Swap Counterparty, Eliopée Limited, as Eliopée, GE Factofrance, as Back-up Servicer, Crown European Holdings, as Parent Company, the Entities listed in Schedule, as Sellers or Servicers, CROWN Emballage France SAS, as French Administrative Agent and CROWN Packaging UK PLC, as English Administrative Agent (incorporated by reference to Exhibit 10.a to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005 (File No. 0-50189)).

10.t Master Receivables Transfer and Servicing Agreement, dated June 21, 2005, between France Titrisation, as Management Company, BNP Paribas, as Custodian, the Entities listed in Schedule 1 of Appendix 1, as Sellers or Servicers, CROWN Emballage France SAS, as French Administrative Agent and CROWN Packaging UK PLC, as English Administrative Agent (incorporated by reference to Exhibit 10.b to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005 (File No. 0-50189)).

10.u Crown Holdings, Inc. 2006 Stock-Based Incentive Compensation Plan (incorporated by reference to the Registrant’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on March 24, 2006 (File No. 0-50189)).

10.v Amendment No. 1, effective December 14, 2006, to the Crown Holdings, Inc. 2006 Stock-Based Incentive Compensation Plan (incorporated by reference to Exhibit 10.pp of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2006 (File No. 0-50189)).

10.w Amendment No. 2, effective July 28, 2010, to the Crown Holdings, Inc. 2006 Stock-Based Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010 (File No. 0-50189)).

10.x Form of Agreement for Non-Qualified Stock Option Awards under Crown Holdings, Inc. 2006 Stock-Based Incentive Compensation Plan (incorporated by reference to Exhibit 10.2 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007 (File No. 0-50189)).

10.y Crown Holdings, Inc. 2013 Stock-Based Incentive Compensation Plan (incorporated by reference to the Registrant's Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on March 18, 2013 (File No. 0-50189)).

10.z Form of Agreement for Restricted Stock Awards under Crown Holdings, Inc. 2013 Stock-Based Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013 (File No. 0-50189)).

10.aa Form of Agreement for Deferred Stock Awards under Crown Holdings, Inc. 2013 Stock-Based Incentive Compensation Plan (incorporated by reference to Exhibit 10.2 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013 (File No. 0-50189)).

10.bb Crown Cork & Seal Company, Inc. Restoration Plan, dated July 28, 2010 (incorporated by reference to Exhibit 10.3 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2012 (File No 0-50189)).

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Crown Holdings, Inc.

10.cc Amendment No. 1, effective July 1, 2011, to the Crown Cork & Seal Company, Inc. Restoration Plan (incorporated by reference to Exhibit 10.4 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2012 (File No 0-50189)).

10.dd Receivables Purchase Agreement, dated as of March 9, 2010, among Crown Cork & Seal Receivables (DE) Corporation, as the seller, Crown Cork & Seal USA, Inc., as the servicer, Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. "Rabobank Nederland", New York Branch, as administrative agent, and the conduit purchasers, alternate purchasers, facility agents party thereto from time to time (incorporated by reference to Exhibit 10.1 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 (File No 0-50189)).

10.ee Parent Undertaking Agreement, dated as of March 9, 2010, made by Crown Holdings, Inc., Crown Cork & Seal Company, Inc. and Crown International Holdings, Inc. in favor of the purchasers, the facility agents and Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. "Rabobank Nederland", New York Branch, as administrative agent (incorporated by reference to Exhibit 10.2 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 (File No 0-50189)).

10.ff Third Amended and Restated Receivables Sale Agreement, dated as of March 9, 2010, among Crown Cork and Seal USA, Inc., as a seller and the servicer, CROWN Metal packaging Canada LP, as a seller, and Crown Cork & Seal Receivables (DE) Corporation, as the buyer (incorporated by reference to Exhibit 10.3 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 (File No 0-50189)).

Exhibits 10.c through 10.r, with the exception of 10.s, 10t and 10.dd - 10.ff, are management contracts or compensatory plans or arrangements required to be filed as exhibits pursuant to Item 14(c) of this Report.

12 Computation of ratio of earnings to fixed charges.

21 Subsidiaries of Registrant.

23 Consent of Independent Registered Public Accounting Firm.

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

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

101 The following financial information from the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2013 formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Statements of Operations for the twelve months ended December 31, 2013, 2012 and 2011, (ii) Consolidated Statements of Comprehensive Income for the twelve months ended December 31, 2013, 2012 and 2011; (iii) Consolidated Balance Sheets as of December 31, 2013 and December 31, 2012, (iv) Consolidated Statements of Cash Flows for the twelve months ended December 31, 2013, 2012 and 2011, (v) Consolidated Statements of Changes in Shareholders' Equity for the twelve months ended December 31, 2013, 2012 and 2011 and (vi) Notes to Consolidated Financial Statements.

120

Crown Holdings, Inc.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Crown Holdings, Inc. Registrant
By:	/s/ Kevin C. Clothier
	Kevin C. Clothier
	Vice President and Corporate Controller

Date: March 3, 2014

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints John W. Conway, Timothy J. Donahue and William T. Gallagher, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities to sign any and all amendments to the Annual Report on Form 10-K for the Company’s 2013 fiscal year, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them, or their or his substitutes, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated above.

SIGNATURE	TITLE
/s/ John W. Conway
John W. Conway	Chairman of the Board and Chief Executive Officer
/s/ Thomas A. Kelly
Thomas A. Kelly	Senior Vice President and Chief Financial Officer
/s/ Kevin C. Clothier
Kevin C. Clothier	Vice President and Corporate Controller

SIGNATURE

DIRECTORS

/s/ Jenne K. Britell	/s/ Josef M. Müller
Jenne K. Britell	Josef M. Müller
/s/ Arnold W. Donald	/s/ Thomas A. Ralph
Arnold W. Donald	Thomas A. Ralph
/s/ William G. Little	/s/ Hugues du Rouret
William G. Little	Hugues du Rouret
/s/ Hans J. Löliger	/s/ Jim L. Turner
Hans J. Löliger	Jim L. Turner
/s/ James H. Miller	/s/ William S. Urkiel
James H. Miller	William S. Urkiel

121

EX-2

EXHIBIT 2

SHARE PURCHASE AGREEMENT

between

LATA LUX HOLDING PARENT S.Á R.L.

and

CROWN HOLDINGS, INC.

OCTOBER 30, 2013

TABLE OF CONTENTS

Page

ARTICLE I

DEFINITIONS

1.1	Certain Defined Terms	1
1.2	Other Defined Terms	7
1.3.	Certain Other Interpretive Provisions	7

ARTICLE II

PURCHASE AND SALE

2.1	Purchase and Sale of Shares and Payment of Purchase Price	8
2.2	Closing	8
2.3	Closing Deliveries by Seller	8
2.4	Closing Deliveries by Purchaser	9
2.5	Further Assurance	9

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF SELLER

3.1	Organization of Seller	10
3.2	Authority; Enforceability	10
3.3	Non-Contravention	10
3.4	Governmental Consents	10
3.5	Organization of Company	10
3.6	Title; Share Capital of the Company	11

ARTICLE IV

LEAKAGE

4.1 Leakage 11

-i-

TABLE OF CONTENTS

(continued)

Page

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF PURCHASER

5.1	Organization	11
5.2	Authority; Enforceability	11
5.3	Non-Contravention	11
5.4	Governmental Consents	12
5.5	Available Funds	12

ARTICLE VI

ADDITIONAL AGREEMENTS

6.1	Conduct of Business Prior to Closing	13
6.2	No-Contact	14
6.3	Access to Certain Information	15
6.4	Existing Facilities	15
6.5	Settlement of Due Amounts	16
6.6	Financing; Cooperation	16
6.7	Non-Solicitation	17
6.8	Release	18
6.9	Structure Amendment	18
6.10	Reasonable Best Efforts	18

ARTICLE VII

CONDITIONS PRECEDENT

7.1	Conditions to Closing	18
7.2	Competition Related Commitments	19

ARTICLE VIII

TERMINATION

8.1	Termination	19
8.2	Effects of Termination	20
8.3	Transaction Payment	20

-ii-

TABLE OF CONTENTS

(continued)

Page

ARTICLE IX

PAYMENTS

9.1	Payment Accounts	22
9.2	Payment Default	22
9.3	Deductions and Withholdings	22

ARTICLE X

GENERAL PROVISIONS

10.1	Limitations on Claims	22
10.2	Seller's Maximum Liability	23
10.3	No Other Representations and Warranties	23
10.4	Disclaimer Regarding Projections	24
10.5	Expenses	24
10.6	Notices	24
10.7	Confidentiality; Public Announcements	26
10.8	Headings; Table of Contents	27
10.9	Severability	27
10.10	Exclusivity Period	27
10.11	Entire Agreement	27
10.12	Assignment	28
10.13	Equitable Remedies	28
10.14	No Liability	28
10.15	No Third Party Beneficiaries	28
10.16	Amendment	28
10.17	Rescission	28
10.18	Waiver	28
10.19	Financing Sources	29
10.20	Governing Law and Dispute Resolution	30
10.21	Counterparts	31

-iii-

SCHEDULE A - Competition-Related Commitments

SCHEDULE B - Data Room

SCHEDULE C - Form of Transfer Confirmation

SCHEDULE D - List of Persons Resigning at Closing

SCHEDULE E - Form of Letter of Resignation

SCHEDULE F - Bank Pay-Off Amount Evidence

SCHEDULE G - Planned Projects

SCHEDULE H - Structure Amendment

-iv-

SHARE PURCHASE AGREEMENT dated as of October 30, 2013 between LATA LUX HOLDING PARENT S.À R.L., a société à responsabilité limitée incorporated and existing under the laws of Luxembourg having its registered office at 2-4, rue Eugène Ruppert, L-2453 Luxembourg registered with the Luxembourg trade and companies register under number B 157.947 (“Seller”) and CROWN HOLDINGS, INC., a Pennsylvania corporation, whose principal executive offices are at One Crown Way, Philadelphia, Pennsylvania 19154-4599 (“Purchaser”).

RECITALS

1.As of the date hereof, Seller owns 30,885,117 ordinary shares having a par value of Euro 0.01 each (the “Shares”), constituting all the issued and outstanding shares of Lata Lux Holding S.à r.1., a société à responsabilité limitée incorporated and existing under the laws of Luxembourg having its registered office at 2-4, rue Eugène Ruppert, L-2453 Luxembourg registered with the Luxembourg trade and companies register under number B 157.937 (the “Company”).

2.On the terms and subject to the conditions of this Agreement, Seller desires to sell to Purchaser and Purchaser desires to purchase from Seller, the Shares, and the parties desire to consummate the other transactions contemplated in this Agreement (the “Transaction”).

NOW, THEREFORE, in consideration of the premises and the mutual terms, conditions and agreements set forth herein and intending to be legally bound hereby, Seller and Purchaser hereby agree as follows:

ARTICLE I

DEFINITIONS

1.1        Certain Defined Terms. As used in this Agreement, the following terms shall have the following meanings:

“Action” means any claim, action, suit, arbitration, inquiry, proceeding or investigation.

“Affiliate” means, with respect to any specified Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person, provided that the Group Companies shall not be deemed to be Affiliates of Seller for the purposes of this Agreement.

“Agreement” means this share purchase agreement between Seller and Purchaser, as amended, modified or supplemented from time to time.

“Ancillary Commitments” means any transition services agreement or supply agreements with a term of 18 months or less or similar behavioral remedies or other commitments customary in the ordinary course of a sale, divestiture or disposition of assets or businesses, including any investment (subject to the Investment Cap) or expenditure ancillary to, or required to, effect the sale, divestiture or dispositions of such assets or businesses as are required under Section 5 of SCHEDULE A hereof.

“Approval” means a decision, order, judgment, clearance, consent, authorization or other approval of any Governmental Authority.

“Bank Pay-Off Amount” means the amount required on Closing to discharge all amounts owed by the Company and any other Group Company under the Existing Facilities (including principal, interest, gross-up obligations and any break fees) and any associated hedging arrangements and to release all security in relation to the Existing Facilities, as notified by Seller to Purchaser in writing at least two Business Days before the Closing.

“Blackstone” shall mean each of (i) Blackstone Capital Partners (Cayman) V L.P., (ii) Blackstone Capital Partners (Cayman) V-A L.P., (iii) Blackstone Capital Partners (Cayman) V-AC L.P., (iv) Blackstone Participation Partnership (Cayman) V L.P., and (v) Blackstone Family Investment Partnership (Cayman) V L.P.

“Business Day” means any day that is not a Saturday, a Sunday or a public holiday in London, England, Luxembourg, Brussels, Belgium or Madrid, Spain.

“Code” means the U.S. Internal Revenue Code of 1986, as amended from time to time.

“Competition Law” means any applicable antitrust, competition or trade regulation law, regulation or order in any country.

“Constitutional Documents” means, with respect to any Person (other than a natural person), its memorandum and articles of association, by-laws or other similar documents governing the formation or organization of such Person.

“control” (including the terms “controlled by” and “under common control with”), with respect to the relationship between or among two or more Persons, means the possession, directly or indirectly, of the power to direct or cause the direction of the affairs or management of a Person, whether through the ownership of voting securities, by contract or otherwise, including the ownership, directly or indirectly, of securities or ownership interests having the power to elect a majority of the board of directors or similar body governing the affairs of such Person.

“Data Room” means the information relating to, among other things, the Group and made available to Purchaser prior to the date hereof via a confidential online database maintained by R.R. Donnelley UK Limited, the index of which is attached hereto as SCHEDULE B.

“Encumbrance” means any security interest, pledge, mortgage, lien, claim, option, charge, restriction, third party right or interest or other encumbrance of any kind.

“Euro” means the lawful currency of the European Union.

“Existing Facilities” means (i) the Facilities Agreement dated 29 December 2010 (as amended and restated by an agreement dated 25 February 2011, by an agreement dated 2 April 2013 and as otherwise amended or supplemented from time to time) between, amongst others, the Company and Crisolito Inversiones 2010, S.L. (Sole Shareholder Company, which merged into Mivisa Envases, S.A.U. by virtue of the deed of merger executed on 11 May 2012 before the Notary of Madrid under number 1465 of this record), certain financial institutions as Arrangers, Bookrunners and Lenders and Deutsche Bank AG, London Branch as Agent and Security Agent and any other Finance Document as defined in such Facilities Agreement and (ii) any other facilities or lines of credit under which any Group Company has incurred indebtedness for borrowed money, which will be repaid on the Closing Date, as notified by Seller to Purchaser in writing at least two Business Days before the Closing.

“Fairly Disclosed” means, with respect to a matter, fact or circumstance, that the matter, fact or circumstance is reasonably apparent on the face of a disclosed document or that the matter is disclosed with sufficient particularity to enable a reasonable Person engaged in a business similar to the business of the Group to assess the nature and scope of the matter, fact or circumstance disclosed.

“Financing Sources” means the Lenders, any person who signs a joinder to the Financing Agreements and any person that provides, or in the future enters into any Financing Agreements with Purchaser or any of its Affiliates to provide, any of the Respective Financing, any of such person’s Affiliates and any of such person’s or any of its affiliates’ respective current, former or future officers, directors, employees, agents, representatives, stockholders, limited partners, managers, members or partners.

“Governmental Authority” means any government (including any supranational authority such as the European Union), any governmental, regulatory, antitrust or administrative authority, agency or commission or any court, tribunal or judicial body.

“Governmental Order” means any order, writ, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority.

“Group Companies” means the Company and each of its Subsidiaries.

“Group” means the Company and all of the Group Companies, taken as a whole.

“IAN Action” means the civil court proceedings brought before the Appellate Court (Audiencia Provincial) of Murcia in the case: Industrias Alimentarias de Navarra, S.A.U.

“Investment Cap” has the meaning set forth in Section 5 of SCHEDULE A hereof.

“Law” means any statute, law, ordinance, regulation or rule of any Governmental Authority in effect on the date hereof.

“Leakage” means any of the following that occurs from the Lock Box Date to the Closing Date, other than any of the following that is Permitted Leakage:

(a) the receipt by, or the entitlement to receive of, Seller or any of its Related Persons of any interest payments, dividends or distributions from a Group Company, whether in kind or cash, or a direction by Seller or any of its Affiliates to a Group Company to pay any of the foregoing to any Person in satisfaction of any Liability of Seller or any of its Related Persons;

(b) the receipt by, or the entitlement to receive of, Seller or any of its Related Persons of any consulting, advisory, management, service, directors, monitoring or any other fee, bonus or payment of any kind from a Group Company, or a direction by Seller or any of its Related Persons to a Group Company to pay any of the foregoing to any Person in satisfaction of any Liability of Seller or any of its Related Persons;

(c) the receipt by, or the entitlement to receive of, Seller or any of its Related Persons of any asset of, gift from or any guarantee or indemnification from a Group Company, including amounts due to Tomás López-Zamora López and Francisco Noguera Navarro pursuant to the PEC Indemnity Agreements on account of taxes, assuming all such amounts were due as of the Closing Date (it being understood that, based on currently applicable tax rates, such amounts would be approximately Euro 1,000,000 in the aggregate if the Closing occurred on the Long Stop Date and, because such amounts are determined by reference to the accrued but unpaid yield on the preferred equity certificates held by Tomás López-Zamora López and Francisco Noguera Navarro, such amounts in aggregate would be lower if the Closing occurred prior to the Long Stop Date);

(d) the payment of fees or bonuses in connection with the Transaction or in connection with any other transaction, or series of transactions, aimed at the sale of a Group Company or its businesses, or at its recapitalization or deleveraging, including any fees or expenses of any legal, financial, professional or other adviser or consultant engaged by Seller or any of its Related Persons, including Simpson Thacher & Bartlett LLP, Deloitte S.L. and J&A Garrigues, S.L.P.;

(e) the payment of, or in respect of, Tax that is payable as a result of any Leakage;

(f) the receipt by, or the entitlement to receive of, Seller or any of its Related Persons of any loan or security or right (including options and similar rights) or payments in respect thereof from a Group Company, or a direction by Seller or any of its Related Persons to a Group Company that occurs from the Lock Box Date to the Closing Date to pay any of the foregoing to any Person in satisfaction of any Liability of Seller or any of its Related Persons;

(g) the waiver, forgiveness or discount of any claims by a Group Company in respect of any agreement or arrangement with Seller or any of its Related Persons, or the entitlement of Seller or any of its Related Persons to have any such claims forgiven, or a direction by Seller or any of its Related Persons to a Group Company to waive, forgive or discount any claims in respect of any agreement or arrangement with any Person in satisfaction of any Liability of Seller or any of its Related Persons; or

(h) the agreement or other commitment (whether or not legally binding) by the Company or any other Group Company to do or undertake to do any of the foregoing matters.

“Lenders” means any institutional lender providing a credit facility under the Financing Agreements.

“Liability” means, with respect to any Person, any liability or obligation of such Person of any kind, character or description, whether known or unknown, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, secured or unsecured, joint or several, due or to become due, vested or unvested, executory, determined, determinable or otherwise and whether or not the same is required to be accrued on the financial statements of such Person.

“Lock Box Date” means June 30, 2013.

“Long Stop Date” means September 5, 2014.

“Nmás1” shall mean each of (i) Nmás1 Private Equity Fund II ERISA, F.C.R., (ii) Nmás1 Private Equity Fund II Non-ERISA, F.C.R., (iii) Nmás1 Private Equity Fund II Families, S.C.R., and (iv) Dinamia Capital Privado S.C.R., S.A.

“Northern France” means the territory within the French Republic north of latitude 46 degrees North.

“PEC Indemnity Agreements” mean, together, the indemnification agreement between Tomás López-Zamora López and Mivisa Envases SAU and the indemnification agreement between Francisco Noguera and Mivisa Envases SAU, each dated April 12, 2011.

“Permitted Leakage” means any of the following:

(a) any payments to or for the benefit of Seller or any of its Affiliates in respect of (i) any reasonable out-of-pocket travel or other costs or expenses incurred by them and invoiced to any Group Company in connection with the business of Seller or the Group and (ii) any administrative costs or other charges in an aggregate amount not exceeding Euro 100,000 per annum;

(b) any payments for services or products (including applicable Tax thereon), in the ordinary course of business of Seller and its Affiliates or any other Related Persons of Seller, on the one hand, and the Group Companies, on the other hand, in each case on terms no less favorable to the Group Companies than those available at arm’s length;

(c) any payments or benefits (including any applicable Tax thereon) expressly contemplated by this Agreement (including Section 6.4);

(d) any payments or benefits between one or more Group Companies;

(e) any payments of salary or bonuses or other compensation for services to the employees, directors and officers of any Group Company in the ordinary course of business, excluding for the avoidance of doubt, (i) bonuses in connection with the Transaction or in connection with any other transaction, or series of transactions, aimed at the sale of a Group Company or its businesses, or at its recapitalization or deleveraging; and (ii) payments pursuant to the PEC Indemnity Agreements;

(f) the payment of Euro 73,507.50 to Deloitte Advisory, S.L. in connection with their financial due diligence conducted in connection with the recapitalization of the Group in April 2013;

(g) any payments approved in writing by Purchaser; and

(h) any agreements or understandings to make any payments (including any applicable Tax thereon) or provide any benefits referred to in the foregoing clauses of this definition.

“Person” means any individual, partnership, firm, corporation, association, trust, unincorporated organization, joint venture, limited liability company, Governmental Authority or other entity.

“Related Persons” means, with respect to Seller, (i) its employees, managers, directors, officers and members, (ii) its Affiliates, (iii) the respective investment funds advised or managed by Blackstone Management Partners L.L.C., Nmás1 Capital Privado S.G.E.C.R., S.A. or their respective Affiliates (the “Advisors”), (iv) the Advisors and (v) any Affiliates of such investment funds or the Advisors (other than any Group Company).

“Restraint” means any statute, rule, regulation, Governmental Order or other notice (whether temporary, preliminary or permanent) enacted, issued, promulgated, enforced or entered by and Governmental Authority.

“Return” or “Returns” means all returns, notices, accounts, computations, declarations, reports, claims for refund or repayment or information returns or statements relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof filed or to be filed with any Tax Authority in connection with the determination, assessment or collection of Taxes.

“Sales Cap” has the meaning set forth in Section 5 of SCHEDULE A hereof.

“Seller’s Bank Account” means the bank account to be designated by Seller in a written notice to Purchaser at least two Business Days before the Closing.

“Subsidiary” means, with respect to any specified Person, any other Person that directly, or indirectly through one or more intermediaries, is controlled by such specified Person.

“Tax” or “Taxes” means all income, profits, franchise, gross receipts, payroll, sales, employment, property, real estate, excise, value added, stamp, environmental, withholding, employment, pensions and any other taxes and social security contributions, together with (except insofar as attributable solely to the delay or default of Purchaser or a Group Company after Closing) all interest and penalties imposed with respect to such amounts.

“Tax Authority” means any domestic, foreign, federal, national, supranational, state, county, municipal or other local government, any subdivision, agency, commission or authority thereof, or any quasi-governmental body properly exercising any taxing authority or any other authority properly exercising regulatory or reassessment or payment authority in respect of Taxes.

“Transaction Payment” means Euro 41,000,000.

“Unreimbursed Leakage” means the amount of Leakage (if any) notified by Seller to Purchaser in writing at least two Business Days before the Closing.

“Warranty and Non-Compete Agreement” means that certain Management Warranty and Non-Compete Agreement, dated as of the date of this Agreement, by and among Purchaser and the managers set forth on Schedule 1 thereto.

1.2.    Other Defined Terms. The following terms shall have the meanings given to such terms in the Sections set forth opposite such terms below:

Term	Section
Article 8(3) Decision	8.1(e)
Base Payment	2.1 (b)
Closing	2.2
Closing Date	2.2
Company	Recitals
Competition Condition	7.1(c)
Confidentiality Agreement	6.3(a)
Confidential Information	6.3(a)
EUMR	7.1(b)
Financing	6.6(b)
Financing Agreements	5.5(b)
Pre-Contractual Statements	10.11
Purchase Price	2.1(b)
Purchaser	Preamble
Released Claim	6.8
Released Parties	6.8
Respective Financing	6.6(b)
Seller	Preamble
Shares	Recitals
Transaction	Recitals
Transfer Confirmation	2.3(a)

1.3.    Certain Other Interpretive Provisions. The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement, and Article, Section and Schedule references are to this Agreement unless otherwise specified. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms. The Schedules shall be a part of this Agreement.

ARTICLE II

PURCHASE AND SALE

2.1.    Purchase and Sale of Shares and Payment of Purchase Price.

(a)Upon the terms and subject to the conditions of this Agreement, at Closing, Seller shall sell to Purchaser and Purchaser shall purchase from Seller, the Shares, together with all rights attaching thereto at Closing.

(b)The total amount payable by Purchaser to acquire the Shares shall be Euro 499,650,000.00 (the “Base Payment”), plus an amount of Euro 5,500,000 per month, accrued daily, from (and including) the Lock Box Date to (and including) the Closing Date (the “Purchase Price”). The Purchase Price shall not be subject to adjustment.

2.2.    Closing. Unless this Agreement shall have been terminated and the Transaction shall have been abandoned pursuant to ARTICLE VIII, and subject to the satisfaction or waiver of each of the conditions set forth in ARTICLE VII, the closing of the Transaction (the “Closing”) will take place at 9:00 a.m., London time, on the fourth Business Day after the date following the satisfaction or waiver of each of the conditions set forth in ARTICLE VII (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions) (the date when Closing occurs, the “Closing Date”), at the offices of Simpson Thacher & Bartlett LLP, CityPoint, One Ropemaker Street, London, England, unless another date, time or place is agreed to in writing by Seller and Purchaser.

2.3.    Closing Deliveries by Seller. At the Closing, Seller shall deliver or, as applicable, use all corporate powers available to it to cause the Company to deliver to Purchaser:

(a)    a notice from Seller to the Company in the form of SCHEDULE C, confirming that the transfer of the Shares contemplated by this Agreement has occurred (the “Transfer Confirmation”);

(b)    a copy of the share register, evidencing the transfer of the Shares to Purchaser, and Constitutional Documents of the Company,

(c)evidence to Purchaser in the form agreed with the lenders and the security agent under the Existing Facilities that, effective upon payment of the Bank Pay-Off Amount, all Encumbrances against the Group Companies shall be released; and

(d)a letter of resignation of each such person listed in SCHEDULE D in the form attached hereto as SCHEDULE E.

2.4.    Closing Deliveries by Purchaser. (a) At the Closing, Purchaser shall deliver:

(i)to Seller evidence of (a) the Approval of the Transaction under the EUMR from the European Commission or, if the European Commission has adopted a decision under Article 9 of the EUMR to refer the Transaction in whole or in part to any competent authority of any Member State of the European Union or of the European Economic Area, the Approval of all such competent authorities in each Member State of the European Union or of the European Economic Area to which the whole or part of the Transaction has been referred, in each case; or that the applicable waiting period in respect of the Transaction has expired; and the Approval of the European Commission for any part of the Transaction not referred to such competent authority of any Member State of the European Union or of the European Economic Area; and (b) the Approval of the Transaction under any Competition Law of the countries listed in Annex H of Schedule A hereof; or that the applicable waiting period pursuant to such Competition Law in respect of the Transaction has expired;

(ii)to Seller an amount equal to the Purchase Price minus any Unreimbursed Leakage, by wire transfer in immediately available funds to Seller’s Bank Account; and

(iii)to Seller a certificate in the form attached hereto as SCHEDULE F that either (A) the Bank Pay-Off Amount has been repaid, or (B) the Bank Pay-Off Amount has been provided to the Group to enable its repayment.

(b)    At the Closing, upon receipt of the Transfer Confirmation from Seller, Purchaser shall countersign and deliver to the Company the Transfer Confirmation.

2.5.    Further Assurance.

(a)    At the Closing, the parties hereto shall execute and cause to be delivered to each other party hereto such instruments and other documents, and shall take such other actions, as such other party may reasonably request for the purpose of carrying out or evidencing the transfer of the Shares pursuant to this Agreement, including signing relevant endorsement entries on the share certificates evidencing the Shares and entries in the Company’s shareholders’ register.

(b)    Seller and Purchaser hereby agree to appoint any manager of the Company each acting individually with full power of substitution, to carry out on behalf of each of them, under his/her sole signature, any formalities that are needed in connection with the registration of the transfer of the Shares pursuant to this Agreement in the shareholders register of the Company and to perform any filing formalities in Luxembourg.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF SELLER

Seller hereby represents and warrants to Purchaser as of the date of this Agreement as follows:

3.1.    Organization of Seller. Seller is a company duly incorporated and validly existing under the laws of Luxembourg.

3.2.    Authority; Enforceability. Seller has the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement to be consummated by Seller. The execution and delivery by Seller of this Agreement, the performance by Seller of its obligations hereunder and the consummation by Seller of the transactions contemplated hereunder to be consummated by Seller have been duly authorized by all necessary corporate action on the part of Seller. This Agreement has been duly executed and delivered by Seller and, assuming due authorization, execution and delivery by Purchaser, constitutes a legal, valid and binding agreement of Seller, enforceable against Seller in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law). No Governmental Order has been made or petition presented or resolution passed for the winding-up, insolvency or administration of Seller.

3.3.    Non-Contravention. The execution, delivery and performance by Seller of this Agreement and the consummation by Seller of the transactions contemplated hereby to be consummated by Seller do not and will not:

(a)    violate, conflict with or result in the breach of any provision of the Constitutional Documents of Seller;

(b)    require the consent, notice or other action by any Person under, violate, conflict with or result in a breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any instrument to which it is party or by which it is bound, except for any such conflict, breach or default as would not have a material adverse effect on Seller’s ability to perform its obligations under this Agreement;

(c)    result in the creation or imposition of any Encumbrance on the Shares; or

(d)    conflict with or violate any Law or Governmental Order applicable to Seller, except for such conflicts or violations as would not have a material adverse effect on Seller’s ability to perform its obligations under this Agreement.

3.4.    Governmental Consents. Except in respect of the Competition Condition, the execution, delivery and performance by Seller of this Agreement do not and will not require any consent, approval, authorization or order of, action by, filing with or notification to any Governmental Authority.

3.5.    Organization of Company. The Company is a company duly incorporated and validly existing under the laws of Luxembourg.

3.6.    Title; Share Capital of the Company. Seller is the sole legal and beneficial owner of the Shares. The Shares represent all of the Company’s issued and outstanding share capital. Except for Encumbrances in connection with the Existing Facilities, which will be discharged upon their repayment, the Shares are free and clear of any Encumbrances, and no Person has any right to subscribe for or to be awarded or granted any shares in the Company.

ARTICLE IV

LEAKAGE

4.1.    Leakage. Seller shall (a) repay to Purchaser (or any relevant Group Company as Purchaser may direct) a sum on a euro for euro basis equal to the monetary amount of Leakage, plus interest on any unpaid Leakage from (but excluding) the Closing Date until and including the date of repayment of such Leakage at an annual rate of interest equal to 5% per year, accrued daily; (b) shall return any benefit; and (c) shall cancel, release and forgive any entitlement, Liability or commitment owed to Seller or any Related Person, in each case, as a result of Leakage.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF PURCHASER

Purchaser hereby represents and warrants to Seller as follows:

5.1.    Organization. Purchaser is a company duly incorporated and validly existing under the laws of Pennsylvania.

5.2    Authority; Enforceability. Purchaser has the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement to be consummated by Purchaser. The execution and delivery by Purchaser of this Agreement, the performance by Purchaser of its obligations hereunder and the consummation by Purchaser of the transactions contemplated hereunder to be consummated by Purchaser have been duly authorized by all necessary corporate action on the part of Purchaser. This Agreement has been duly executed and delivered by Purchaser and, assuming due authorization, execution and delivery by Seller, constitutes a legal, valid and binding agreement of Purchaser, enforceable against Purchaser in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law).

No Governmental Order has been made or petition presented or resolution passed for the winding-up, insolvency or administration of Purchaser.

5.3.    Non-Contravention. The execution, delivery and performance by Purchaser of this Agreement and the consummation by Purchaser of the transactions contemplated hereby to be consummated by Purchaser do not and will not:

(a)    violate, conflict with or result in the breach of any provision of the Constitutional Documents of Purchaser;

(b)    require the consent, notice or other action by any Person under, violate, conflict with or result in a breach of, or constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any instrument to which it is party or by which it is bound, including the Financing Agreements, except for such conflict, breach or default as would not have a material adverse effect on Purchaser’s ability to perform its obligations under this Agreement; or

(c)    conflict with or violate any Law or Governmental Order applicable to Purchaser, except for such conflicts or violations as would not have a material adverse effect on Purchaser’s ability to perform its obligations under this Agreement.

5.4.    Governmental Consents. Except in respect of the Competition Condition, the execution, delivery and performance by Purchaser of this Agreement do not and will not require any consent, approval, authorization or order of, action by, filing with or notification to any Governmental Authority.

5.5.    Available Funds.

(a)    Purchaser is aware that Closing is not conditional upon Purchaser obtaining financing or funding from any other Person. Purchaser has sufficient funds available to it on the date hereof and will have sufficient funds available to it to pay when required by this Agreement all amounts payable by it under or as contemplated by this Agreement, including payment of the Transaction Payment, the Purchase Price and any fees and expenses to be borne by Purchaser in accordance with this Agreement.

(b)    On or prior to the date hereof Purchaser has delivered to Seller true and complete copies of all commitment letters, facility agreements and other agreements (the “Financing Agreements”) pursuant to which Purchaser will have sufficient funds to pay when required by this Agreement all amounts payable by it under or as contemplated by this Agreement, including payment of the Transaction Payment, the Purchase Price and any fees and expenses to be borne by Purchaser in accordance with this Agreement. The Financing Agreements are as of the date hereof and will continue as of the Closing Date to be in full force and effect and constitute the legal, valid and binding obligations of each of the parties thereto. The Financing Agreements have not as of the date hereof been and as of the Closing Date will not in violation of Section 6.6(a) be amended or modified in any respect. The commitments contained in the Financing Agreements have not as of the date hereof been and as of the Closing Date will not in violation of Section 6.6(a) be withdrawn or rescinded in any respect. There are no conditions to Purchaser’s ability to borrow under the Financing Agreements and to pay when required by this Agreement all amounts payable by it under or as contemplated by this Agreement including the Transaction Payment, the Purchase Price and any fees and expenses to be borne by Purchaser in accordance with this Agreement,

other than the conditions in ARTICLE VII, the conditions expressly set forth in the Financing Agreements and any other conditions that have been satisfied on the date hereof and will remain satisfied on the Closing Date.

(c)    Each representation, warranty, covenant and obligation of Purchaser or any of its Affiliates made, given or undertaken in or pursuant to the Financing Agreements, the breach of or non-compliance with which would limit or prevent the borrowing of funds under the Financing Agreements and the use of such portion thereof as may be required by Purchaser to enable it to consummate the Closing on the Closing Date and to perform its other obligations under this Agreement, has not been breached and will not, on the Closing Date be breached, in any respect which would limit or prevent the

borrowing of funds under the Financing Agreements and the use of such portion thereof as may be required by Purchaser to enable it to consummate the Closing on the Closing Date and to perform its other obligations under this Agreement.

ARTICLE VI

ADDITIONAL AGREEMENTS

6.1.    Conduct of Business Prior to Closing. (a) Except as required by any law or any agreements or arrangements disclosed in the Data Room, as contemplated by this Agreement or in connection with the transactions contemplated hereby or as Purchaser may otherwise consent to in writing (which consent shall not be unreasonably withheld or delayed), from the date hereof until the Closing Date, Seller will take all action available to it in its capacity as sole shareholder of the Company to cause each Group Company to operate its business in the ordinary course in all material respects.

(b)    Without limiting the generality of the foregoing Section 6.1(a) and subject to Section 6.1(c), from the date hereof until the Closing Date, Seller will take all action available to it in its capacity as sole shareholder of the Company to cause each Group Company not to, except as required by any Law or any agreements or arrangements entered into in the ordinary course of business and disclosed in the Data Room, as contemplated by this Agreement or in connection with the transactions contemplated hereby (including Permitted Leakage) or as Purchaser may otherwise consent to in writing (which consent shall not be unreasonably withheld or delayed):

(i)    (A) adopt any material change in its Constitutional Documents, (B) declare or pay out dividends, (C) allot, issue, redeem or repurchase any shares of any Group Company other than to or from another Group Company, (D) merge or consolidate a Group Company with any other Person other than another Group Company or in connection with an acquisition that is not restricted pursuant to subsection (iii) below, or (E) create or issue any share capital or option in respect of any shares of any Group Company, other than to another Group Company;

(ii)    materially increase the Group’s aggregate payroll expenses, or pay or agree to pay any bonus or other incentives or severance compensation or grant any employee benefits in kind or in cash or make any extraordinary payment to employees, including managing directors or similar executive officers, except (A) as required under written agreements existing as of the date hereof or (B) in the ordinary course of business (which shall include annual payroll increases similar to past practices of the Group and aggregate payroll increases in connection with additional employee hiring similar to past practices of the Group);

(iii)    acquire or dispose of any revenues, assets, business or undertakings, or make capital expenditures, or incur commitments involving capital expenditures, other than (A) to maintain current assets and operations in the ordinary course of business, (B) in the case of acquisitions, disposals, capital expenditures or commitments involving capital expenditures in an amount not exceeding Euro 7,000,000 in the aggregate per annum or (C) in connection with the projects listed in SCHEDULE G;

(iv)incur, assume or guarantee any indebtedness for borrowed money to any third party other than (A) in the ordinary course of business, (B) in amounts not exceeding Euro 1,500,000 in the aggregate per annum, or (C) indebtedness incurred under the Existing Facilities;

(v)grant or create any Encumbrance over any of its assets, other than charges arising by operation of law or in the ordinary course of business (including in connection with the Existing Facilities);

(vi)not adopt any new Tax or accounting policies or practice or make any material change to any of its accounting policies and practices or its accounting reference date, in each case except as required by law or to comply with a new accounting standard;

(vii)initiate or settle any Action to which any Group Company is a party that would require payments in excess of Euro 1,500,000 in the aggregate other than (A) Actions in respect of debt collection in the ordinary course of business, and (B) in respect of the IAN Action; and

(viii)agree to take any of the foregoing actions.

(c)    For the avoidance of doubt, nothing in this Agreement shall restrict, and each Group Company may engage in, any agreement, matter or transaction with one or more other Group Companies in the ordinary course of business or consistent with past practices of the Group Companies.

6.2.    No-Contact. Without the prior written consent of Seller, which consent shall not be unreasonably withheld or delayed, Purchaser and its Affiliates (including acting through each of their advisers and agents) shall not contact (or have any discussions with) any suppliers to or customers of the Group in connection with this Agreement or the transactions contemplated hereby or the integration or prospective integration of the Purchaser’s and its Affiliates’ businesses with the businesses of the Group in a manner that would be illegal or inadvisable under or in light of any applicable Competition Law for any such contact or discussions to occur. Nothing in this Section 6.2 shall restrict or otherwise limit Purchaser’s or its Affiliates’ contacts or discussions with present or prospective suppliers or customers of the Purchaser and its Affiliates; provided that such contacts (and any discussions in connection therewith) are solely in the ordinary course of the Purchaser’s and its Affiliates’ businesses in connection with the sale and purchase of goods and services consistent with past practices of Purchaser and its Affiliates and, for the avoidance of doubt, such contacts (and any discussions in connection therewith) do not and would not reasonably be expected to hinder, delay or prevent the obtaining of all Approvals required under any Competition Law for the Transaction to be consummated before the Long Stop Date.

6.3.    Access to Certain Information.

(a)    During the period from the date of this Agreement through the Closing Date, the Company shall, subject to applicable Law, (i) provide to Purchaser, such financial statements as are provided to the lenders under the Existing Facilities and at such time as such financial statements are delivered to such lenders under the Existing Facilities, (ii) provide to Purchaser and its agents and authorized representatives (including prospective financing sources) reasonable access to the offices, facilities, books and records, officers and employees and advisors (such access, in the case of employees other than executive officers of the Company or a Group Company, to be coordinated through one or more

employees of a Group Company designated by such Group Company) and other information of the Group as Purchaser may reasonably request (including with reasonable notice) during normal business hours; provided, that (a) such access does not unreasonably disrupt the normal operations of a Group Company and (b) such access, does not in the reasonable determination of the Company, jeopardize the attorney-client privilege of the Company or any of the Group Companies or contravene any Law or any contract to which the Company or any of the Group Companies is party or subject. Further, during the period from the date of this Agreement through the Closing Date, the Company shall, subject to applicable Law and pursuant to Purchaser’s request, make a request to the Company’s independent accountants to provide Purchaser, audit and tax working papers prepared by the Company’s independent accountants; provided that Purchaser executes any releases reasonably requested by the independent accountants if required to do so; and providedfurther that the independent accountants may at their sole discretion decline to give access to such audit and tax working papers. Any information provided to or obtained by Purchaser pursuant to this Section 6.3(a) shall be “Confidential Information” as defined in the Confidentiality Agreement, dated as of March 11, 2013, between Seller and Purchaser (the “Confidentiality Agreement”), and shall be held by Purchaser in accordance with, and be subject to the terms of, the Confidentiality Agreement.

(b)    Upon reasonable written notice, Purchaser and Seller shall furnish or cause to be furnished to each other and their employees, counsel, auditors and representatives reasonable access, during normal business hours, such information and assistance relating to the Group as is reasonably necessary for financial reporting and accounting matters, the preparation and filing of any Returns, reports or forms or the defense of any Tax audit, claim or assessment. Each party shall reimburse the other party for reasonable out-of-pocket costs and expenses incurred in assisting the other party pursuant to this Section 6.3(b).

No party shall be required by this Section 6.3(b) to take any action that would unreasonably disrupt its normal operations (or, in the case of Purchaser, the normal business or operations of the Group).

6.4.    Existing Facilities.

(a)    On the Closing Date, Purchaser shall either (i) repay the Bank Pay-Off Amount to the providers of finance under the Existing Facilities, or (ii) provide the Bank Pay-Off Amount to the Group to enable its repayment and, after the Closing, cause the Group to repay the Bank Pay-Off Amount to the providers of finance under the Existing Facilities and will indemnify and keep indemnified on a continuing basis Seller and its Affiliates (including, if Closing does not occur on the Closing Date, the Group) from all claims, liabilities, costs and expenses (including legal and other professional advisers’ fees and expenses) arising in respect of a breach of Purchaser’s obligation under this Section 6.4(a).

(b)    Purchaser acknowledges that, prior to the Closing Date, a Group Company will deliver prepayment letters and will undertake any other appropriate or necessary formalities in relation to the prepayment of the Existing Facilities on the Closing Date.

6.5.    Settlement of Due Amounts. On the Closing Date, any Permitted Leakage that has been invoiced but has not been paid as of such date, or is otherwise due and payable as of such date, shall be paid in accordance with such invoice by or at the direction of the relevant Group Company to which such invoice has been issued or which otherwise owes such amount and each party shall do or procure the doing of all such acts and execute or procure the execution of all such documents as Seller may consider necessary or appropriate to give effect to this Section 6.5.

6.6.    Financing; Cooperation.

(a)    Without Seller’s prior written consent, Purchaser shall not agree to or permit any amendment, supplement or other modification of, or waive any of its rights under, any Financing Agreement in any manner that does or would reasonably be expected to impair, delay or prevent the funding or financing described therein or the occurrence of the Transaction. Upon any such amendment, supplement or modification of the Financing Agreements in accordance with this Section 6.6, the term “Financing Agreements” shall mean the Financing Agreements as so amended, supplemented or modified.

(b)    Prior to the Closing Date, and to the extent reasonably requested by Purchaser, Seller will provide, will use all corporate powers available to it to cause the Group to provide, and will use its commercially reasonable efforts to cause its representatives (including its legal and accounting representatives) to provide, such cooperation as is reasonably requested (including with reasonable prior written notice) by Purchaser in connection with the arrangement of, and the negotiation of agreements with respect to, the financing contemplated by the Financing Agreements (the “Financing”) or, if applicable, any alternative financing (the Financing or any alternative financing, as the case may be, is referred to in this Section 6.6 as the “Respective Financing”), including by (i) (A) using all corporate powers available to it to cause the participation of management (including for participation at a reasonable number of organizational meetings, due diligence meetings, ratings agency meetings and meetings with prospective financing sources), (B) using all corporate powers available to it to cause management of the Group to make reasonably available documents and information of the Company and its Subsidiaries as may be reasonably requested by Purchaser or its lender and any ratings agencies, including financial statements and financial and other information upon request therefor and (C) using commercially reasonable efforts to cause the participation of the Company’s independent accountants to provide such services as may be reasonably necessary in respect of the Respective Financing, to the extent permissible

under Law and their professional standards and provided that Purchaser executes any releases requested by the independent accountants (if requested to do so), (ii) using commercially reasonable efforts to cause the Company’s independent accountants to provide consent to the use of the Audited Financial Statements in the offering documents subject to execution by Purchaser and its financing sources, as applicable, of a customary letter, document or instrument as requested by the Company’s independent accountants, (iii) providing reasonable assistance with respect to the review and granting of security interests in collateral for the Respective Financing and obtaining any consents associated therewith, (iv) providing reasonable assistance to Purchaser and its financing sources in the preparation of (A) offering and syndication documents (including public and private information memoranda and lender presentations), private placement memoranda, bank information memoranda, prospectuses and similar documents for any portion of the Respective Financing, (B) materials for rating agency presentations and (C) business projections and similar marketing documents reasonably required in connection with the Respective Financing (provided, that any such presentations and similar documents shall contain disclosure and pro forma financial statements reflecting the Group Companies as the obligors and Purchaser shall be solely responsible for the preparation of post-Closing portions of any such pro forma financial statements contained therein), (v) if applicable, by otherwise reasonably cooperating with Purchaser’s financing sources in achieving a timely offering and/or syndication of the funding for the Respective Financing and (vi) using commercially reasonable efforts to assist Purchaser to obtain customary consents for the consummation of the Respective Financing; provided, that nothing herein shall require such cooperation from the Company and its Subsidiaries to the extent it would unreasonably interfere with the operations, activities and employees of the Company and its Subsidiaries.

(c)    Nothing in this Section 6.6 shall require Seller or any Group Company to do anything to the extent it would require a Group Company to pay any fees, reimburse any expenses or give any indemnity or incur any Liability or obligation prior to the Closing Date. At Closing, Purchaser shall (or promptly after termination of this Agreement in the event this Agreement is terminated) reimburse Seller (and the Group Companies in the event this Agreement is terminated) for all reasonable out-of-pocket costs incurred by them and their representatives in connection with their actions under this Section 6.6 Seller (and the Group Companies, if this Agreement is terminated) shall be indemnified and held harmless by Purchaser for and against any and all Liabilities, losses, damages, claims, reasonable costs, reasonable expenses, interest, awards, judgments and penalties suffered or incurred by them and resulting from actual or threatened third-party Action in connection with the Respective Financing and any information used in connection therewith to the fullest extent permitted by Law.

6.7.    Non-Solicitation. During the period from the date of this Agreement until the date that is twelve months following the Closing Date, Seller shall not, and Seller shall use its commercially reasonable efforts to procure that none of its directors, officers and employees and none of Blackstone, Nmás1 or any other Person who is a direct shareholder of Lata Lux Holding Parent S.á r.l. shall: directly or indirectly, solicit for employment or employ, on behalf of such party or any other Person, any of the current Chief Executive Officer, Chief Financial Officer and Chief Operating Officer of the Company or induce, attempt to induce or encourage or assist others to induce or attempt to induce any of the current Chief Executive Officer, Chief Financial Officer and Chief Operating Officer of the Company to terminate his or her employment with the Company or any other Group Company, provided that the foregoing shall not be construed to prohibit solicitation for employment of any such Person resulting from general advertisements for employment conducted by such person or its Affiliates.

6.8.    Release. Effective as of the Closing, as a material inducement to Purchaser entering into this Agreement, Seller, on behalf of itself and each of its Subsidiaries and Affiliates, hereby releases the Company and Purchaser and their respective agents and Affiliates (collectively, the “Released Parties”) from any and all Actions, causes of action, debts, dues, sums of money, accounts, reckoning, bonds, bills, Liabilities, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, losses, costs, claims, fines, penalties, judgments, extents, executions, and demands (each, a “Released Claim”) and agrees not to bring or threaten to bring or otherwise join in any Released Claim against the Released Parties or any of them, relating to, arising out of or in connection with any facts or circumstances, directly or indirectly, relating to the Company or any assets of the Company that existed on or prior to the date hereof, provided, however, that the foregoing shall not apply to any Released Claim arising under, related to, or resulting from any breach of this Agreement; and providedfurther, that this Section 6.8 shall not prevent or limit a cause of action under Section 10.13 to obtain an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof.

6.9.    Structure Amendment. Seller and Purchaser agree that promptly upon satisfaction of the Competition Condition and not later than two Business Days prior to the Closing Date, Seller and Purchaser shall adopt an amendment to this Agreement whereby the amendments set out in Schedule H shall be adopted.

6.10.    Reasonable Best Efforts. Subject to the terms and conditions of this Agreement, and subject to the matters set forth in SCHEDULE A, each of Seller and Purchaser will cooperate and use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to consummate and make effective the Transaction, including the conditions set forth in ARTICLE VII. The party seeking to rely on the condition in Section 7.1(a) shall exercise its best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to prevent any Restraint and to have vacated, lifted, reversed or overturned any Restraint which prevents or prohibits the consummation of the Transaction; provided, however, that this Section 6.10 shall not apply to the actions of Seller and Purchaser required to satisfy the Competition Condition, which shall be subject to SCHEDULE A.

ARTICLE VII

CONDITIONS PRECEDENT

7.1.    Conditions to Closing. Closing shall be subject to, and conditional upon, the satisfaction of the following conditions:

(a)    No Restraint (whether temporary, preliminary or permanent), in any case, shall be in effect which prevents or prohibits consummation of the Transaction, provided that the party seeking to rely on this condition shall only be able to rely on this condition if such party shall have used its best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to prevent any Restraint and to have vacated, lifted, reversed or overturned any Restraint which prevents or prohibits the consummation of the Transaction.

(b)    Approval of the Transaction by the European Commission shall have been granted under Article 6(1)(b), 6(2), 8(1) or 8(2) of Council Regulation (EC) No 139/2004 of the European Union (the “EUMR”), as amended, or by failing to issue a decision by the time the relevant waiting period has expired Approval of the Transaction by the European Commission shall be deemed to have been granted under Article 10(6) of the EUMR, provided that, if the European Commission has adopted a decision under Article 9 of the EUMR to refer the Transaction in whole or in part to any competent authority of any Member State of the European Union or of the European Economic Area, all such competent authorities in each Member State of the European Union or of the European Economic Area to which the whole or part of the Transaction has been referred shall have Approved the Transaction, or applicable waiting periods in respect of the Transaction shall have expired or been earlier terminated, provided, further, that, for the avoidance of doubt, if only part of the Transaction has been referred to a Member State of the European Union or of the European Economic Area, the European Commission shall have approved that part of the Transaction not so referred to a competent authority under Article 6(1)(b), 6(2), 8(1) or 8(2) of the EUMR, or by failing to issue a decision by the time the relevant waiting period has expired Approval of that part of the Transaction not so referred to a competent authority by the European Commission shall be deemed to have been granted under Article 10(6) of the EUMR; and

(c)    Approval of the Transaction under any Competition Law of the countries listed in Annex H of SCHEDULE A with respect to the Transaction shall have been granted or deemed to have been granted by expiration of the applicable waiting period pursuant to the such Competition Law (the condition set forth in this Section 7.1(c), together with the condition set forth in Section 7.1(b), the “Competition Condition”).

7.2.    Competition Related Commitments. Each party shall perform its respective obligations set out in SCHEDULE A in accordance with that Schedule.

ARTICLE VIII

TERMINATION

8.1.    Termination. This Agreement may be terminated at any time prior to Closing:

(a)    by mutual written agreement of Purchaser and Seller;

(b)    by Seller by written notice to Purchaser if Purchaser shall have breached:

(i)    any of its material obligations set forth in Sections 1 to 4 of SCHEDULE A in any material respect, which termination shall become effective: (A) on the date of such written notice, if such material breach is not capable of being cured; or (B) on the fifth Business Day following the date of such written notice, unless such material breach is cured on or before such fifth Business Day to the reasonable satisfaction of Seller; or

(ii)    any of its obligations set forth in Sections 5 and 6 of SCHEDULE A in any material respect;

(c)    by Purchaser by written notice to Seller if Seller shall have breached any of its material obligations set forth in Sections 2 and 3 of SCHEDULE A in any material respect, which termination shall become effective: (A) on the date of such written notice, if such material breach is not capable of being cured; or (B) on the fifth Business Day following the date of such written notice, unless such material breach is cured on or before such fifth Business Day to the reasonable satisfaction of Purchaser;

(d)    after the Long Stop Date by either Purchaser or Seller (but only if such party is not in material breach of its material obligations under this Agreement) by written notice to the other party if Closing has not occurred on or before the Long Stop Date; or

(e)by either Purchaser or Seller (but only if such party is not in material breach of its material obligations under this Agreement) by written notice to the other party if a decision is taken or made under Article 8(3) of the EUMR with respect to the Transaction or an equivalent decision or order is taken or made under the Competition Law of any Member State of the European Union or the European Economic Area in the event that all or part of the Transaction is referred to one or more such Member States (an “Article 8(3) Decision”).

8.2.    Effects of Termination. If this Agreement is terminated as provided in Section 8.1, there shall be no Liability hereunder on the part of any party or any of its respective Affiliates, provided, however, that nothing contained in this Section 8.2 shall relieve any party from any Liability for any breach of this Agreement before termination and that the respective obligations of the parties hereto pursuant to Section 8.2, Section 8.3 and ARTICLE X shall survive any termination of this Agreement in accordance with their respective terms.

8.3.    Transaction Payment.

(a)    Purchaser shall pay or cause the payment of the Transaction Payment to Seller or its designee, by wire transfer of immediately available funds to Seller’s Bank Account, on the earliest to occur of the following dates:

(i)the third Business Day following the earlier of (1) the Long Stop Date if this Agreement has not been terminated prior to the Long Stop Date and Closing has not occurred on or before the Long Stop Date (whether or not this Agreement may be terminated following the Long Stop Date); and (2) an Article 8(3) Decision;

(ii)the third Business Day following termination of this Agreement by Seller pursuant to Sections 8.1(b) or 8.1(e); and

(iii)concurrently with termination of this Agreement by Purchaser pursuant to Sections 8.1(c), 8.1(d) or 8.1(e);

provided that no Transaction Payment shall be payable to Seller pursuant to this Agreement if Seller is in material breach of any of its material obligations under this Agreement and such material breach has resulted in a Competition Law Approval required for the Closing not being obtained. In no event will Purchaser be obligated to pay the Transaction Payment on more than one occasion.

(b)    If the Transaction Payment is received by Seller and Closing subsequently occurs in accordance with this Agreement, then the amount of the Transaction Payment so received will be applied by Seller to the Purchase Price payable at Closing (thereby reducing the Purchase Price payable by Purchaser at Closing by the amount of the Transaction Payment received by Seller).

(c)    The parties agree that the Transaction Payment is a non-refundable amount payable to indemnify (in part) Seller for the risks of signing the Agreement, recognizing the possibility and risks that Closing may not occur because one or more of the conditions set forth in the Competition Condition may not be satisfied on or before the Long Stop Date and that the parties have agreed to defer payment of the Transaction Payment from the date of signing of this Agreement in accordance with Section 8.3(a) above. The Transaction Payment will not be refunded or repaid to Purchaser under any circumstance; provided that the foregoing will in no way limit any other rights or remedies available to Purchaser in connection with this Agreement. Purchaser agrees that the Transaction Payment is not intended to serve as liquidated damages or a penalty and agrees that, in the event Purchaser is found liable to Seller for breach of this Agreement in any legal action or proceeding, the Transaction Payment shall not constitute the sole and exclusive remedy with respect to any such breach of this Agreement.

(d)    In consideration of Purchaser’s obligation to pay or cause the payment of the Transaction Payment pursuant to this Section 8.3:

(i)    Seller represents and warrants that (A) the Company is disregarded as an entity separate from its owner (as described in U.S. Treasury Regulations section 301.7701-2) and (B) the Company only owns for U.S. federal income tax purposes all of the interests in an entity that is (x) not a “United States Person” (as defined in section 7701(a)(30) of the Code) and (y) treated as a corporation for U.S. federal income tax purposes.

(ii)    Seller shall cooperate with Purchaser on a reasonable basis and at Purchaser’s expense to seek to minimize any deduction or withholding in respect of the Transaction Payment (including by providing an IRS Form W-8BEN with respect to the Seller, as applicable and appropriate; provided that, for the avoidance of doubt, Part II of such form shall not be completed by Seller).

(iii)    without limiting the generality of Section 8.3(d)(ii), prior to the payment of the Transaction Payment, Seller agrees that it shall obtain or cause to be obtained a certificate issued by the relevant Luxembourg Tax Authority certifying that the Company is a Luxembourg resident for Luxembourg Tax purposes and for purposes of the Convention between the Grand Duchy of Luxembourg and the Kingdom of Spain for the Avoidance of Double Taxation with Respect to Income and Capital and for the Prevention of Fraud and Fiscal Evasion; provided that upon Purchaser’s written notice, the Transaction Payment may be made without the requirement to pay additional amounts described in Section 9.3.

ARTICLE IX

PAYMENTS

9.1.    Payment Accounts. Unless otherwise expressly stated (or as otherwise agreed in the case of a given payment), each payment to be made to Seller under this Agreement shall be made in Euros by transfer of the relevant amount into Seller’s account on or before the date the payment is due for value on that date.

9.2.    Payment Default. If any party defaults in the payment when due of any amount payable hereunder, then the liability of such party shall be increased to include interest on the amount payable from the date when such payment is due under this Agreement until the date of actual payment (both days inclusive) at the rate equal to 5 percent per year, compounded quarterly. This Section is without prejudice to any other rights or remedies that may be available as a result of such default, whether at law or in equity, including any other interest payable pursuant to this Agreement.

9.3.    Deductions and Withholdings. The Transaction Payment shall be made in full without any set-off and free from any deduction or withholding, except as may be required by law in which event such deduction or withholding shall not exceed the minimum amount which it is required by law to deduct or withhold and the payer will simultaneously pay to the payee such additional amounts as will result in the receipt by the payee of a net amount equal to the full amount which would otherwise have been receivable in respect of the Transaction Payment had no such deduction or withholding been required.

ARTICLE X

GENERAL PROVISIONS

10.1.    Limitations on Claims.

(a)    Seller shall not be liable in respect of any claim for breach of this Agreement unless written notice of such claim is given by Purchaser to Seller on or before the date falling six months after the Closing Date (other than with respect to covenants to be performed after the Closing), specifying, in such detail as is reasonably available to Purchaser at the time, the legal and factual basis of claim, the evidence on which Purchaser relies and the amount likely to be claimed, to the extent known.

(b)    Where a breach giving rise to a claim against Seller is capable of remedy, Purchaser shall not be entitled to make any claim (whether for damages or otherwise) in respect of such breach if the breach is remedied within 30 days after notice of the claim is given under Section 10.1(a).

(c)    If notice of any claim against Seller is served by Purchaser under Section 10.1(a), Seller shall not be liable in respect of such claim (if such claim has not been satisfied or settled) unless:

(i)    legal proceedings in respect of such claim are both issued and served within three months after the date on which notice is served; and

(ii)    such proceedings are being and continue to be pursued with reasonable diligence.

(d)    Any fact or item that is Fairly Disclosed in the Data Room or in this Agreement or which would be revealed by a search of public registers in Spain or Luxembourg shall be deemed to be an exception to and a disclosure with respect to all representations and warranties in this Agreement.

10.2.    Seller’s Maximum Liability.

(a)    Seller shall not be liable for any punitive, indirect or consequential losses (including loss of profit, to the extent such loss of profit is a consequential loss).

(b)    The maximum liability of Seller for any breach of the provisions of this Agreement shall be equal to the Base Payment (or, in the case of any claim pursuant to Section 4.1, the amount of any Leakage plus interest on any such Leakage calculated in accordance with Section 4.1).

(c)    If Seller has paid an amount in discharge of any Action, and Purchaser or any Group Company recovers from an unaffiliated third party a sum that indemnifies or compensates Purchaser or Group Company (in whole or in part) for the losses which are the subject matter of such Action, Purchaser shall, or shall procure that the relevant Group Company shall, pay to Seller as soon as practicable after receipt of such sum an amount equal to:

(i)    the sum recovered from the third party less any costs and expenses (including retroactive premium increases) incurred in obtaining such recovery and less any Tax attributable to the recovery after taking account of any Tax relief available in respect of any matter giving rise to the Action; or

(ii)    if less, the amount previously paid by Seller to Purchaser less any Tax attributable to it.

10.3.    No Other Representations and Warranties. Except for the representations and warranties contained in ARTICLE III of this Agreement, neither Seller nor any other Person (other than pursuant to the Warranty and Non-Compete Agreement) makes any other express or implied representation or warranty on behalf of Seller or any of the Group Companies, and Seller disclaims any other representations or warranties, whether made by Seller, any Related Person of Seller or any of their respective managers, officers, directors, employees, agents, representatives or advisors. No other representation or warranty (except those expressly set out in this Agreement), statement, promise or forecast made by or on behalf of Seller, any Related Person of Seller or any of their managers, officers, directors, employees, agents, representatives or advisors may form the basis of, or be pleaded in connection with, any claim by Purchaser under or in connection with this Agreement and Purchaser has no rights against, and undertakes that it shall not bring any claims against, any such Persons in respect of any statement, promise or forecast made by them. Except for the representations and warranties contained in ARTICLE V of this Agreement, neither Purchaser nor any other Person makes any other express or implied representation or warranty on behalf of Purchaser. Nothing contained herein shall preclude liability for fraud.

10.4.    Disclaimer Regarding Projections. In connection with Purchaser’s investigation of the Group, Purchaser has received from Seller, the Company, the Group Companies and/or other Persons on their behalf, certain projections and other forecasts and certain business plan information. Purchaser acknowledges that there are uncertainties inherent in attempting to make such projections and other forecasts and plans, that Purchaser is familiar with such uncertainties, that Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all projections and other forecasts and plans so furnished to it, and that Purchaser shall have no claim against any Person with respect thereto. Accordingly, Purchaser acknowledges and agrees that Seller makes no representation or warranty with respect to such projections, forecasts or plans and that Seller makes only those representations and warranties explicitly set forth in ARTICLE III.

10.5.    Expenses. Except as otherwise specified in this Agreement, all costs and expenses, including fees and disbursements of counsel, financial advisors and accountants, incurred in connection with this Agreement, the agreements contemplated hereby and the transactions contemplated hereby and thereby shall be paid by the party incurring such costs and expenses, whether or not the Closing shall have occurred. Except as required by applicable Law, Purchaser shall pay all fees payable to any Governmental Authority in connection with the filings, registrations, declarations, notices and other documents contemplated by SCHEDULE A. Any transfer, documentary, sales, use, registration, stamp or registration duty or stamp duty reserve tax payable as a result of the execution of this Agreement or the agreements or transactions contemplated hereby or thereby shall be paid by Purchaser.

10.6.    Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by courier service or by facsimile or scanned image in portable document format (PDF) or similar format attached to an electronic mail to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 10.6):    

(a)    if to Seller:

Lata Lux Holding Parent S.á r.l.

2-4, rue Eugène Ruppert

L-2453 Luxembourg

Facsimile: +352 2643 1936

Attention: John Sutherland

Email: jsutherland@latalux.lu

with a copy to:

c/o The Blackstone Group International Partners LLP

40 Berkeley Square

London W1J 5AL

United Kingdom

Attention: Lionel Assant and Geoffrey Bailhache

Facsimile: +44 20 7451 4001

Email: assant@blackstone.com /

geoffrey.bailhache@blackstone.com

with a copy (for information only) to counsel to the foregoing:

Simpson Thacher & Bartlett LLP

CityPoint

One Ropemaker Street

London EC2Y 9HU

United Kingdom

Attention: Michael Wolfson

Fax: +44 (0)20 7275 6502

Email: mwolfson@stblaw.com

and with copy to:

Nmás1 Capital Privado, SGECR, S.A.

Padilla, 17

28006 Madrid

Spain

Attention: Gonzalo de Rivera

Facsimile: +34 91 431 64 60

Email: gonzalo.rivera@nmasl.com

(a)if to Purchaser:

Crown Holdings, Inc.

Corporate Headquarters

One Crown Way

Philadelphia, PA 19154-4599

Attention: William T. Gallagher

Fax: +1 (215) 698 6061

Email: wgallagh@crowncork.com

with a copy (for information only) to counsel to the foregoing:

Dechert LLP

2929 Arch Street

Philadelphia, PA 19104

U.S.A.

Attention: William G. Lawlor and Ian A. Hartman

Fax: +1 (215) 655 2823

Email: william.lawlor@dechert.com / ian.hartman@dechert.com

and

Uria Menéndez Abogados, S.L.P.

Calle Principe de Vergara, 187

Plaza de Rodrigo Uria

28002 Madrid

Spain

Attention: Fernando Perez de la Sota / Antonio Guerra

Email: femando.perezdelasota@uria.com / antonio.guerra@uria.com

10.7.    Confidentiality; Public Announcements.

(a)    No disclosure, announcement or statement about this Agreement, the subject matter of, the parties to, or any matter referred to in, this Agreement shall be made or issued before, on or after the date of this Agreement by or on behalf of any of the parties without the prior written approval of the other party provided that, nothing shall restrict the making by any party or an Affiliate (even in the absence of agreement by the other parties) of any statement or disclosure:

(i)    which may be required by law or called for by the requirements of any stock exchange or regulatory authority;

(ii)    of information on a need to know basis by a party to a member of the same group of companies as that party or such party’s or any such member’s directors, officers, employees, partners, professional or other advisers, or debt or equity funding sources, provided that such disclosure is subject to customary confidentiality obligations;

(iii)    of information to any Tax Authority to the extent reasonably required for the purposes of the tax affairs of the party concerned or of any member of the same group of companies as that party;

(iv)information that is or becomes within the public domain through no fault of that party; or

(v)on a confidential basis to any investor or prospective investor in any fund advised or managed (or proposed to be advised or managed) by The Blackstone Group L.P. or any of its Related Persons.

10.8.    Headings; Table of Contents. The descriptive headings contained in this Agreement and table of contents of this Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.

10.9    Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any Law or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

10.10.    Exclusivity Period.

(a)    During the Exclusivity Period (as defined below), Seller and Blackstone shall not, directly or indirectly, and shall not authorize or direct any other person to:

(i)    solicit, initiate, encourage (including by way of furnishing information), or take any action knowingly to facilitate the submission of any inquiries, proposals or offers (whether or not in writing) from, or engage in discussions (other than with their respective Affiliates or advisors) or negotiations with, any person (other than Purchaser or its Affiliates) relating to a sale of all or a material portion of the Company or any merger, consolidation, business combination, joint venture, recapitalization, or sale, in each case, of or relating to all or any material part of the business or assets of the Company (collectively, “Alternative Transactions”); or

(ii)    agree to or endorse any Alternative Transaction.

(b)    For the avoidance of doubt, nothing herein shall prohibit any action by the Company or any of its officers, directors, agents, representatives or advisors taken in connection with the operation of the Company’s business in the ordinary course.

(c)    The Exclusivity Period shall commence on the date of this Agreement and shall expire upon the earliest to occur of the termination of this Agreement pursuant to ARTICLE VIII and the Closing (the “Exclusivity Period”).

10.11.    Entire Agreement. This Agreement and the Confidentiality Agreement constitute the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior statements, agreements and undertakings, both written and oral, among the parties hereto with respect to the subject matter hereof (“Pre-Contractual Statements”). Each party acknowledges that in entering into this Agreement on the terms set out herein, it is not relying upon any Pre-Contractual Statement which is not expressly repeated in this Agreement. No party shall have any right (except in the case of fraud) against another party to this Agreement arising out of or in connection with any Pre-Contractual Statement except to the extent that such Pre-Contractual Statement is repeated in this Agreement.

10.12.    Assignment. This Agreement may not be assigned by any party by operation of law or otherwise without the prior written consent of the other parties (which consent may be granted or withheld in the sole discretion of such other parties). Any attempted assignment in violation of this Section 10.12 shall be void. Notwithstanding the foregoing, Purchaser may, without the consent of Seller, assign its rights hereunder to any wholly-owned Subsidiary of Purchaser; provided that Purchaser shall promptly provide written notice to Seller of such assignment and, notwithstanding any such assignment, Purchaser shall remain liable for all its obligations hereunder, including its obligations under SCHEDULE A.

10.13.    Equitable Remedies. Each party acknowledges that monetary damages would be both incalculable and an insufficient remedy for any breach of this Agreement by such party and that any such breach would cause the other party irreparable harm. Accordingly, each party also agrees that, in the event of any breach or threatened breach of the provisions of this Agreement by such party, the other party shall be entitled to equitable relief without the requirement of posting a bond or other security, including in the form of injunctions and orders for specific performance, in addition to all other remedies available to such other party at law or in equity.

10.14.    No Liability. Each of Seller and Purchaser undertakes not (except in the case of fraud) to initiate or pursue (either directly or through any other person including any Group Company) proceedings of any kind against any present or former director, officer or employee of Purchaser, any Group Company or of Seller in respect of any conduct, default or omission of any such person prior to Closing or in respect of any representation or warranty or other statement made to any party (including, Purchaser, any Affiliate of Purchaser or any of their respective advisers) or any Group Company, or in relation to any information contained in the Data Room, in each case in connection with the Transaction. Each present or former director, officer or employee of any Group Company or of Seller as mentioned in the aforementioned sentence shall be entitled to enforce this Section 10.14 under the terms of applicable Law. Nothing in this Section 10.14 shall limit the liability of the managers named in the Warranty and Non-Compete Agreement, or the rights of Purchaser under the Warranty and Non-Compete Agreement.

10.15.    No Third Party Beneficiaries. This Agreement shall be binding upon and inure solely to the benefit of the parties hereto and their successors and permitted assigns. Except as set out in Section 10.14, nothing in this Agreement, express or implied, is intended to confer on any Person other than the parties hereto, or their respective successors and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

10.16.    Amendment. This Agreement may not be amended except by an instrument in writing signed by the parties hereto.

10.17.    Rescission. Notwithstanding anything to the contrary contained herein, the parties hereto agree not to make any claim to the remedy of rescission with respect to this Agreement (except in the case of fraud).

10.18.    Waiver. Any party to this Agreement may (i) extend the time for the performance of any of the obligations or other acts of any other party, (ii) waive any inaccuracies in the representations and warranties of another party contained herein or in any document delivered by another party pursuant hereto or (iii) waive compliance with any of the agreements or conditions of another party contained herein. Any such extension or waiver shall be valid only if set forth in an instrument in writing signed by the party to be bound thereby. Any waiver of any term or condition shall not be construed as a waiver of any subsequent breach or a subsequent waiver of the same term or condition, or a waiver of any other term or condition, of this Agreement. The failure or delay of any party to assert any of its rights hereunder shall not constitute a waiver of any of such rights.

10.19.    Financing Sources. Notwithstanding anything in this Agreement to the contrary, each of the parties on behalf of itself and each of its Affiliates hereby:

(a)    agrees that any Action, whether in law or in equity, whether in contract or in tort or otherwise, involving the Financing Sources, arising out of or relating to, this Agreement, the Respective Financing, the Financing Agreements or any of the agreements entered into in connection with the Respective Financing or the Financing Agreements or any of the transactions contemplated hereby or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New York, New York, and any appellate court thereof and each party irrevocably submits itself and its property with respect to any such Action to the exclusive jurisdiction of such court;

(b)    agrees that any such Action shall be governed by the Laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state);

(c)    agrees not to bring or support or permit any of its affiliates to bring or support any Action, including any action, cause of action, claim, cross-claim or third party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against the Financing Sources in any way arising out of or relating to, this Agreement, the Financing, the Financing Agreements or any of the agreements entered into in connection with the Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New York;

(d)    irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Action in any such court;

(e)    knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law trial by jury in any Action brought against the Financing Sources in any way arising out of or relating to, this Agreement, the Financing, the Financing Agreements or any of the agreements entered into in connection with the Financing, the Financing Agreements or any of the transactions contemplated hereby or thereby or the performance of any services thereunder;

(f)agrees that none of the Financing Sources will have any liability to Seller or any of its Affiliates relating to or arising out of this Agreement, the Respective Financing, the Financing Agreements or any of the agreements entered into in connection with the Respective Financing or the Financing Agreements or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and that Seller shall not and shall not permit any of its Affiliates or any of their respective officers, directors, or employees to seek any action for specific performance against any of the Financing Sources relating to or in any way arising out of this Agreement, the Respective Financing, the Financing Agreements or any of the transactions contemplated hereby or thereby or the performance of any services thereunder. For the avoidance of doubt, nothing herein prevents, limits or constitutes a waiver by Purchaser of any of its rights, or an agreement or waiver by Seller of any of its rights to require Purchaser, to pursue any action, including an action for specific performance, against any of the Financing Sources relating to or in any way arising out of this Agreement, the Respective Financing, the Financing Agreements or any of the transactions contemplated hereby or thereby or the performance of any services thereunder; and

(g)agrees that the Financing Sources are express third party beneficiaries of, and may enforce, any of the provisions in this Section 10.19 (and such provisions shall not be amended without the prior written consent of the Lenders).

10.20.    Governing Law and Dispute Resolution. Except as set forth in Section 10.19, this Agreement shall be deemed to be made and in all respects shall be interpreted, construed and governed by and in accordance with the laws of the State of Delaware without regard to choice or conflict of law principles that would result in the application of the law of any other state or jurisdiction. Each of the parties hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Delaware Court of Chancery (or any federal court sitting in the State of Delaware in the event the Delaware Court of Chancery does not admit any matter), and any appellate court from such court, in any action or proceeding arising out of or relating to this Agreement or for recognition or enforcement of any judgment relating thereto, and each of the parties hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in the Delaware Court of Chancery (or any federal court sitting in the State of Delaware in the event the Delaware Court of Chancery does not admit any matter), (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in the Delaware Court of Chancery (or any federal court sitting in the State of Delaware in the event the Delaware Court of Chancery does not admit any matter), and any appellate court from such court, (iii) waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any such action or proceeding in the Delaware Court of Chancery (or any federal court sitting in the State of Delaware in the event the Delaware Court of Chancery does not admit any matter), and any appellate court from such court, and (iv) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in the Delaware Court of Chancery (or any federal court sitting in the State of Delaware in the event the Delaware Court of Chancery does not admit any matter), and any appellate court from such court. The parties hereby consent to and grant any such court jurisdiction over such parties and, to the extent permitted by applicable law and over the subject matter of such dispute. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION

DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR RELATING TO THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND (IV) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS EXPRESSED IN THIS PARAGRAPH.

10.21.    Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original copy of this Agreement and all of which, when taken together, shall be deemed to constitute one and the same agreement. Signed counterparts of this Agreement may be delivered by facsimile, scanned image in portable document format (PDF) or similar format.

IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

LATA LUX HOLDING PARENT S.Á R.L.
By:	/s/ John Sutherland
	Name:John Sutherland
	Title:Manager
CROWN HOLDINGS, INC.
By:	/s/ John W. Conway
	Name:John W. Conway
	Title:Chairman of the Board and
	Chief Executive Officer

EX-3.B

EXHIBIT 3.B

AMENDED AND RESTATED

BY-LAWS

OF

CROWN HOLDINGS, INC.

(A PENNSYLVANIA CORPORATION)

ARTICLE I

Shareholders

SECTION 1.   Annual Meetings. The Corporation shall hold annually a regular meeting of its shareholders for the election of Directors and for the transaction of general business which may properly come before the meeting in accordance with these By-Laws at such place, on such date and at such time as may be designated from time to time by the Board of Directors.

SECTION 2.   Special Meetings. Special meetings may be called by the Board of Directors to meet at such place or time as may be designated by the Board of Directors. Except as provided by law, the shareholders shall not be entitled to call a special meeting.

SECTION 3.   Notice of Meetings. Written or printed notice of every annual and every special meeting of the shareholders shall be given to each shareholder of record entitled to vote at such meeting by mail, postage prepaid and addressed to the address on the books of the Corporation, or as otherwise provided by law, at least ten (10) days before such meeting. Notice of every special meeting shall state the place, date and time of the meeting and the business proposed to be transacted. Failure to give notice of any annual meeting, or any irregularity in such notice, shall not affect the validity of any annual meeting or of any proceedings at any such meeting. Notice of any meeting of shareholders need not be given to any shareholder who waives notice thereof in writing either before or after the holding thereof, and attendance at any such meeting shall constitute waiver of notice thereof except as otherwise provided by law. No notice of any adjourned meeting of shareholders or of the business to be transacted at an adjourned meeting need be given by the Corporation.

SECTION 4.   Quorum. At all meetings of shareholders, the presence, in person or by proxy, of shareholders entitled to cast a majority in number of votes shall be necessary to constitute a quorum for the transaction of business; but in the absence of a quorum, the chairman of the meeting may, or the shareholders present in person or by proxy at the time and place fixed for such meeting, or at the time and place of any adjournment thereof, may, by majority vote, adjourn the meeting from time to time.

SECTION 5.   Voting. Except in cases in which it is by statute, by the Articles of Incorporation or by these By-Laws otherwise provided, each shareholder entitled to vote at such meeting shall be entitled to cast one vote for each share of stock held by such shareholder, and a majority of the votes cast shall be sufficient to elect and pass any measure.

SECTION 6.   Proxies. Any shareholder entitled to vote at any meeting of shareholders may vote by person or by proxy. Every proxy shall be executed or authenticated by the shareholder, or by such shareholder's duly authorized attorney-in-fact, dated, and filed with or transmitted to the Secretary of the Corporation or its designated agent. A shareholder or such shareholder's duly authorized attorney-in-fact may execute or authenticate a writing or transmit a telephonic or electronic message authorizing another person to act by proxy. A telegram, telex, cablegram, datagram, e-mail, Internet communication, or other means of telephonic or electronic transmission from a shareholder or attorney-in-fact or a photographic facsimile or similar reproduction of a writing executed by a shareholder or attorney-in-fact (or other transmission as permitted by law): (a) may be treated as properly executed or authenticated for purposes of this By-Law; and (b) shall be so treated if it sets forth or utilizes a confidential and unique identification number or other mark furnished by the Corporation to the shareholder for the purposes of a particular meeting or transaction.

SECTION 7.   Judges of Election. Prior to any meeting of shareholders, the Board of Directors may appoint three judges of election. The judges of election need not be shareholders and may not be candidates for any office. The judges of election shall exercise all of the powers and duties usually incident to their office. If the judges of election are not so appointed, the chairman of the meeting may, and on the request of any shareholder shall, appoint the judges of election at the meeting. In case any person appointed as a judge of election fails to appear or refuses to act, the vacancy may be filled by appointment made by the Board of Directors in advance of the convening of the meeting or at the meeting by the chairman of the meeting.

SECTION 8.   Nominations.  (a) Only persons who are nominated in accordance with the procedures set forth in these By-Laws shall be eligible to serve as Directors of the Corporation.  Nominations of persons for election to the Board of Directors of the Corporation may be made at a meeting of shareholders (i) by or at the direction of the Board of Directors or (ii) by any shareholder of the Corporation who is a shareholder of record at the time of giving of notice provided for in this By-Law, who shall be entitled to vote for the election of Directors at the meeting and who complies with the notice procedures set forth in this By-Law.

        (b)    Nominations by shareholders shall be made pursuant to timely notice in writing to the Secretary of the Corporation.  To be timely, a shareholder's notice shall be delivered to or mailed and received at the principal executive offices of the Corporation (i) in the case of an annual meeting, not less than one-hundred twenty (120) days nor more than one-hundred fifty (150) days prior to the first anniversary of the date the Corporation's proxy statement for its previous annual meeting of the shareholders was first released to the shareholders; provided, however, that in the event that the date of the annual meeting is changed by more than thirty (30) days from the first anniversary of the preceding year's annual meeting, (A) notice by the shareholder to be timely must be received no later than the later of (1) the close of business on the tenth (10^th) day following the earlier of the day on which notice of the date of the meeting was mailed or public disclosure was made and (2) the date that is not less than one-hundred twenty (120) days nor more than one-hundred fifty (150) days prior to the date of the annual meeting of the shareholders and (B) nominations by shareholders

made pursuant to a timely notice in writing prior to the day on which notice of the change of date of the meeting was mailed or public disclosure was made (1) shall be deemed untimely made and of no further effect unless such nominations are made pursuant to timely notice in writing in accordance with clause (i)(A) of paragraph (b) of this By-Law and (2) shall not prevent or otherwise limit the right of the Corporation to change the date of the annual meeting of the shareholders; and (ii) in the case of a special meeting at which Directors are to be elected, not later than the close of business on the tenth (10^th) day following the earlier of the day on which notice of the date of the meeting was mailed or public disclosure was made. In order to nominate one or more persons for election as a Director at an annual or special meeting, a shareholder must comply with the requirement to provide notice, in writing, to the Secretary of the Corporation as provided herein, and no action of the Corporation shall be deemed to satisfy this requirement for any shareholder or nomination.

Such shareholder's notice shall set forth (i) (A) the name, age, business address and residence address of each proposed nominee, (B) the principal occupation of each proposed nominee, (C) a representation that the notifying shareholder intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice, (D) if known, the class and total number of shares of the Corporation that are beneficially owned by the proposed nominee, (E) the total number of shares of the Corporation that will be voted by the notifying shareholder for each proposed nominee, (F) a description of all arrangements or understandings between the notifying shareholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the notifying shareholder, (G) as to each proposed nominee all information relating to such person that is required to be disclosed in solicitations of proxies for election of Directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), applicable listing standards and other applicable law (including such person's written consent to being named in the proxy statement as a nominee and to serving as a Director if elected and including information as to the purpose of such nomination) and (H) a written representation and agreement executed by each nominee (in form provided by the Corporation) delivered to the Secretary at the principal executive offices of the Corporation, from such proposed nominee (i) disclosing and, if elected as a Director during his or her term of office, providing such Director will disclose (A) any agreement, arrangement or understanding with, and any commitment or assurance to, any person or entity as to how such proposed nominee, if elected as a Director of the Corporation, will act or vote on any issue or question or (B) any other commitments that could limit or interfere with such proposed nominee's ability to comply, if elected as a Director of the Corporation, with such proposed nominee's fiduciary duties under applicable law, (ii) disclosing, and providing such Director will disclose becoming a party to, any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification for candidacy or service as a Director and (iii) if elected as a Director of the Corporation, providing such Director will comply with this Section 8(b)(i)(H) of Article I and all applicable corporate governance, conflict of interest, confidentiality, stock ownership and trading and other policies and guidelines of the Corporation applicable to Directors and in effect during such person's term in office as a Director (and, if requested by any proposed nominee, the Secretary of the Corporation shall provide to such proposed nominee all such policies and guidelines then in effect); and (ii) as to the shareholder giving the notice and any Shareholder Associated Person (as defined below), if any, on whose behalf the nomination is made (A) the name and address of such shareholder, as they appear on the Corporation's books, and of such Shareholder Associated Person, (B) the class and number of shares of the Corporation which are owned beneficially and of record by such shareholder and such Shareholder Associated Person, as well as any other ownership interests in the Corporation held by such shareholder and such Shareholder Associated Person, including derivatives, hedged positions and any other economic and/or voting interests in the Corporation, including, but not limited to: (1) any option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any

class or series of shares of the Corporation or with a value derived in whole or in part from the value of any class or series of shares of the Corporation, whether or not such instrument or right shall be subject to settlement in the underlying class or series of capital stock of the Corporation or otherwise (a “Derivative Instrument”) directly or indirectly owned beneficially by such shareholder or such Shareholder Associated Person and any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of shares of the Corporation, (2) any proxy, contract, arrangement, understanding or relationship pursuant to which such shareholder or such Shareholder Associated Person has a right to vote any shares of any security of the Corporation, (3) any short interest in any security of the Corporation (for purposes of this By-Law a person shall be deemed to have a short interest in a security if such person directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has the opportunity to profit or share in any profit derived from any decrease in the value of the subject security), (4) any rights to dividends on the shares of the Corporation owned beneficially by such shareholder or such Shareholder Associated Person that are separated or separable from the underlying shares of the Corporation, (5) any proportionate interest in shares of the Corporation or Derivative Instruments held, directly or indirectly, by a general or limited partnership in which such shareholder or such Shareholder Associated Person is a general partner or, directly or indirectly, beneficially owns an interest in a general partner and (6) any performance-related fees (other than an asset-based fee) that such shareholder or such Shareholder Associated Person is entitled to, based on any increase or decrease in the value of shares of the Corporation or Derivative Instruments, if any, as of the date of such notice, including without limitation any such interests held by members of the immediate family of such shareholder or such Shareholder Associated Person sharing the same household (which information shall be supplemented by such shareholder and such Shareholder Associated Person and beneficial owner, if any, not later than ten (10) days after the record date for the meeting to disclose such ownership as of the record date), (C) a representation whether the shareholder or Shareholder Associated Person, if any, intends or is part of a group which intends (1) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation's outstanding capital stock required to elect the nominee and/or (2) otherwise to solicit proxies from shareholders in support of such nomination, (D) whether and the extent to which any other hedging or other transaction or series of transactions has been entered into by or on behalf of, or any other agreement, arrangement or understanding (including any borrowing or lending of shares) has been made, the effect or intent of which is to mitigate loss or manage risk, or to increase or decrease the voting power of, such shareholder or any such Shareholder Associated Person with respect to any share of stock of the Corporation and (E) any other information relating to each such party that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal and/or for the election of Directors in a contested election pursuant to Section 14 of the Exchange Act (whether or not such party intends to deliver a proxy statement or conduct its own proxy solicitation) (all of the foregoing set forth in this clause (ii), the “Designated Shareholder Information”).  A Shareholder Associated Person of any shareholder includes (i) any person or entity controlling, directly or indirectly, or acting in concert with, such shareholder, (ii) any beneficial owner of shares of stock of the Corporation owned of record or beneficially by such shareholder and (iii) any person or entity controlling, controlled by or under common control with such Shareholder Associated Person.  At the request of the Board of Directors, any person nominated by the Board of Directors for election as a Director shall furnish to the Secretary of the Corporation that information required to be set forth in a shareholder's notice of nomination which pertains to the nominee.   The Corporation may require any proposed nominee to furnish such other information as may reasonably be required by the Corporation to determine the eligibility of such proposed nominee to serve as an independent Director of the Corporation or that could be material to a reasonable shareholder's understanding of the independence, or lack thereof, of such nominee.

(c) No person shall be eligible to serve as a Director of the Corporation unless nominated in accordance with the procedures set forth in this By-Law, which shall be the exclusive means for a shareholder to make Director nominations.  The chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the procedures prescribed by this By-Law, and if he or she should so determine, he or she shall so declare to the meeting and the defective nomination shall be disregarded.  Any such decision by the chairman shall be final, binding and conclusive upon all parties in interest.  Notwithstanding the foregoing provisions of this By-Law, a shareholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder, applicable listing standards and other applicable law, with respect to the matters set forth in this By-Law.  References in these By-Laws to the first anniversary of the date the Corporation's proxy statement for its previous annual meeting of the shareholders was first released to shareholders or to the Exchange Act and the rules and regulations thereunder are not intended to and shall not limit the requirements applicable to nominations by a shareholder pursuant to paragraph (b) of this By-Law.  Nothing in this By-law shall be deemed to affect any rights of shareholders to request inclusion of proposals in the Corporation's proxy statement pursuant to Rule 14a-8, or any successor rule, under the Exchange Act.

SECTION 9.   Notice of Shareholder Business.   (a) At an annual or special meeting of the shareholders, only such business other than nominations (which nominations are separately governed by Section 8 of this Article I) shall be conducted as shall have been brought before the meeting (i) pursuant to the Corporation's notice of meeting, (ii) by or at the direction of the Board of Directors or (iii) as to an annual meeting, by any shareholder of the Corporation who is a shareholder of record at the time of giving of the notice provided for in this By-Law, who shall be entitled to vote at such meeting and who complies with the notice procedures set forth in this By-Law; clause (iii) shall be the exclusive means for a shareholder to submit other business (other than matters properly brought under Rule 14a-8, or any successor rule, under the Exchange Act and included in the Corporation's notice of meeting) before an annual meeting of shareholders.

(b)   For business to be properly brought before an annual meeting by a shareholder pursuant to clause (iii) of paragraph (a) of this By-Law, the shareholder must have given timely notice thereof in writing to the Secretary of the Corporation, and any such proposed business must constitute a proper matter for shareholder action.  To be timely, a shareholder's notice shall be delivered to or mailed and received at the principal executive offices of the Corporation not less than one-hundred twenty (120) days nor more than one-hundred fifty (150) days prior to the first anniversary of the date the Corporation's proxy statement for its previous annual meeting of the shareholders was first released to the shareholders; provided, however, that in the event that the date of the annual meeting is changed by more than thirty (30) days from the first anniversary of the preceding year's annual meeting, (i) notice by the shareholder to be timely must be received no later than the later of (A) the close of business on the tenth (10^th) day following the earlier of the day on which notice of the date of the meeting was mailed or public disclosure was made and (B) the date that is not less than one-hundred twenty (120) days or more than one-hundred fifty (150) days prior to the date of the annual meeting of the shareholders; and (ii) business brought before the annual meeting by a shareholder made pursuant to a timely notice in writing prior to the day on which notice of the change of date of the meeting was mailed or public disclosure was made (A) shall be deemed untimely made and of no further effect unless such business is brought before the annual meeting by a shareholder pursuant to timely notice in writing in accordance with clause (i) of paragraph (b) of this By-Law and (B) shall not prevent or otherwise limit the right of the Corporation to change the date of the annual meeting of the shareholders.

A shareholder's notice to the Secretary shall set forth as to each matter the shareholder proposes to bring before the meeting (i) a brief description of the business desired to be brought before the meeting and the reasons for conducting such business at the meeting, and if a specific action is to be proposed, the text of the resolution or resolutions which the shareholder proposes that the Corporation adopt, (ii) the name and address, as they appear on the Corporation's books, of the shareholder proposing such business, and the name and address of the Shareholder Associated Person, if any, on whose behalf the proposal is made, (iii) the class and number of shares of the Corporation which are owned beneficially and of record by such shareholder of record and by the Shareholder Associated Person, if any, on whose behalf the proposal is made, (iv) any material interest of such shareholder of record and the Shareholder Associated Person, if any, on whose behalf the proposal is made in such business, includinga representation that there are (and will be) no undisclosed arrangements and understandings between the shareholder or beneficial owner and any other person or persons (naming such person or persons) pursuant to which the proposal in the shareholder notice is being made, (v) a representation that the shareholder intends to appear in person or by proxy at the meeting to bring before the meeting the business specified in the notice, (vi) the total number of shares of the Corporation that will be voted by the notifying shareholder for such proposal, (vii) a representation whether the shareholder or the Shareholder Associated Person, if any, intends or is part of a group which intends (A) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation's outstanding capital stock required to approve or adopt the proposal and/or (B) otherwise to solicit proxies from shareholders in support of such proposal, (viii) whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of, or any other agreement, arrangement or understanding (including any short position or any borrowing or lending of shares) has been made, the effect or intent of which is to mitigate loss or manage risk or benefit of share price changes for, or to increase or decrease the voting power of, such shareholder or any such Shareholder Associated Person with respect to any share of stock of the Corporation and (ix) to the extent not already set forth in this second paragraph of Section 9(b), the Designated Shareholder Information. 

(c)   Notwithstanding anything in these By-Laws to the contrary, no business shall be conducted at an annual or special meeting except in accordance with the procedures set forth in this By-Law.  The chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that business was not properly brought before the meeting and in accordance with the procedures prescribed by this By-Law, and if he or she should so determine, he or she shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted.  Any such decision by the chairman shall be final, binding and conclusive upon all parties in interest.  Notwithstanding the foregoing provisions of this By-Law, a shareholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder, applicable listing standards and other applicable law, with respect to the matters set forth in this By-Law.  References in these By-Laws to the first anniversary of the date the Corporation's proxy statement for its previous annual meeting of the shareholders was first released to shareholders or to the Exchange Act and the rules and regulations thereunder are not intended to and shall not limit the requirements applicable to proposals as to any business to be considered pursuant to paragraph (b) of this By-Law.  Nothing in this By-law shall be deemed to affect any rights of shareholders to request inclusion of proposals in the Corporation's proxy statement pursuant to Rule 14a-8, or any successor rule, under the Exchange Act.

For the purposes of Section 8 and Section 9 of Article I, (i) the beneficial ownership of any person or entity shall be determined in accordance with Rule 13d-3, or any successor rule, under the Exchange Act and (ii) the term “control” (including the terms “controlling,” “controlled by” and “under common control with”) shall have the meaning ascribed to such term under Rule 12b-2, or any successor rule, under the Exchange Act.

SECTION 10.   No Consents in Lieu of Meeting. No action of the shareholders shall be taken by either unanimous consent or partial written consent or other consent in lieu of a meeting.

SECTION 11.   Conduct of Meetings. Unless the Board of Directors shall designate another officer or Director of the Corporation to preside and act as the chairman at any regular or special meeting of shareholders, the Chairman of the Board of Directors, or in his or her absence, the Vice Chairman of the Board of Directors, or in the absence of both the Chairman of the Board of Directors and the Vice Chairman of the Board of Directors, the Presiding Director, shall preside and act as the chairman at any regular or special meeting of shareholders. The chairman of the meeting, consistent with any authority, direction, restriction or limitation given to him or her by the Board of Directors, shall have any and all powers and authority necessary to conduct an orderly meeting, preserve order and determine any and all procedural matters, including the proper means of obtaining the floor, who shall have the right to address the meeting, the manner in which shareholders will be recognized to speak, imposing reasonable limits on the amount of time at the meeting taken up in remarks by any one shareholder or group of shareholders, the number of times a shareholder may address the meeting, and the person to whom questions should be addressed. The chairman shall announce at the meeting when the polls close for each matter voted upon. If no announcement is made, the ability to cast a vote will be deemed to have closed upon the final adjournment of the meeting. After the polls close, no ballots, proxies, or votes, nor any revocations or changes thereto, may be accepted. In addition, until the business to be completed at a meeting of shareholders is completed, the chairman of a meeting of the shareholders is expressly authorized to temporarily adjourn and postpone the meeting from time to time.

ARTICLE II

Board of Directors

SECTION 1.   Powers. The business and affairs of the Corporation, except as otherwise provided by statute, the Articles of Incorporation or these By-Laws, shall be conducted and managed by the Board of Directors. The number of Directors of the Corporation, which shall be not more than eighteen (18) and not less than ten (10), shall be determined from time to time by the Directors.

SECTION 2.   Election.

(a)  The Directors of the Corporation shall be elected by ballot at the annual meeting of the shareholders and shall serve one (1) year and until their successors shall be duly elected and qualified or until their earlier death, resignation or removal.

 (b)  In an uncontested election, if: (i) a nominee for Director who is an incumbent Director does not receive the vote of at least a majority of the votes cast at any meeting for the election of Directors at which a quorum is present; and (ii) no successor has been elected at such meeting, then such Director will be deemed to have been elected to the Board and will promptly tender his or her resignation to the Board. In an uncontested election, if a nominee for Director who is not an incumbent Director does not receive the vote of at least a majority of the votes cast at any meeting for the election of Directors at which a quorum is present, the nominee will be deemed to have been elected to the Board and to have immediately resigned. For purposes of this Section 2 of Article II, “a majority of the votes cast” means that the number of shares voted for a Director's election exceeds fifty (50) percent of the number of votes cast with respect to that Director's

election. “Votes cast” include votes to withhold authority in each case and exclude abstentions with respect to that Director's election (to the extent that abstentions are permitted). In a contested election, as determined by the Board of Directors, Directors shall be elected by plurality vote, even if a formerly contested election is uncontested at the time of any meeting for the election of Directors. 

(c)  The committee established by the Board of Directors to evaluate candidates for nomination of Directors will make a recommendation to the Board as to whether to accept or reject the tendered resignation, or whether other action should be taken. The Board will act on the tendered resignation, taking into account the recommendation of such committee, and publicly disclose (by a press release, a filing with the Securities and Exchange Commission or other broadly disseminated means of communication) its decision regarding the tendered resignation and the rationale behind the decision within ninety (90) days from the date of the certification of the election results. Such committee in making its recommendation, and the Board in making its decision, each may consider any factors or other information that it considers appropriate and relevant. The Director who tenders his or her resignation will not participate in the recommendation of such committee, or the decision of the Board, with respect to such resignation.  If such incumbent Director's resignation is not accepted by the Board, such Director will continue to serve until the next annual meeting and until such Director's successor has been duly elected and qualified, or until such Director's earlier death, resignation, or removal.

(d)  If a Director's resignation is accepted by the Board, or if a nominee who is not an incumbent Director is deemed to have been elected and to have immediately resigned, then the Board, in its sole discretion, may: (i) fill any resulting vacancy pursuant to the provisions of Section 11 of this Article II or (ii) decrease the size of the Board pursuant to the provisions of Section 1 of this Article II.

(e) To be eligible to stand for election, each nominee must deliver (in accordance with the time period prescribed for delivery in a notice to such proposed nominee given by or on behalf of the Board), to the Secretary at the principal executive offices of the Corporation, a written representation and agreement (in form provided by the Corporation) that such proposed nominee if elected as a Director of the Corporation, will comply with this Section 2 of Article II and all applicable corporate governance, conflict of interest, confidentiality, stock ownership and trading and other policies and guidelines of the Corporation applicable to Directors and in effect during such person's term in office as a Director (and, if requested by any proposed nominee, the Secretary of the Corporation shall provide to such proposed nominee all such policies and guidelines then in effect).

The provisions of this By-Law regarding majority voting will be summarized or included in each proxy statement relating to an election of Directors of the Corporation.

SECTION 3.   Annual Meeting. The regular annual meeting of the Board of Directors shall be held immediately following each meeting of the shareholders at which a Board of Directors shall have been elected for the purpose of organization and the transaction of other business.

SECTION 4.   Regular Meetings. In addition to the annual meeting, regular meetings of the Board of Directors shall be held at such intervals as may be fixed from time to time by the Board of Directors.

SECTION 5.   Special Meetings. Special meetings of the Board of Directors may be called at any time by the Chairman of the Board, by the President or by a majority of the Board of Directors, and shall be held at the time and place specified in the call for such special meeting.

SECTION 6.   Place of Meeting. Subject to the provisions of Section 4 and 5 of this Article II, regular and special meetings of the Board of Directors may be held within or without the Commonwealth of Pennsylvania, and at such times and places as, in the case of a regular meeting, may be stated in the notice of the meeting, or in the case of a special meeting, may be specified in the call for such meeting.

SECTION 7.   Participation by Conference Calls or Other Electronic Technology. Any one or more members of the Board of Directors of the Corporation or any committee thereof may participate in a meeting of such Board or committee by means of a conference telephone or other electronic technology allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting. No persons may participate in any meeting of the shareholders by means of a conference telephone or other electronic technology.

SECTION 8.   Notice of Meetings. Notice of the place, day and hour of every regular and special meeting of the Board of Directors shall be given each Director before the meeting personally or by sending copy thereof (a) by first class or express mail, postage prepaid, or courier service, charges prepaid, to such Director's postal address supplied by such Director to the Corporation for such notice or (b) by facsimile transmission, e-mail or other electronic communication to such Director's facsimile number or address for e-mail or other electronic communications supplied by such Director to the Corporation for the purpose of notice.  Notice pursuant to clause (a) in the preceding sentence shall be deemed to have been given to the Director entitled thereto when deposited in the United States mail or with a courier service for delivery to that Director, and notice pursuant to clause (b) in the preceding sentence shall be deemed to have been given to the Director entitled thereto when sent.  Except as otherwise provided herein, or as otherwise directed by the Board of Directors, notices of meetings may be given by, or at the direction of, the Secretary of the Corporation.  No notice need be given any Director who waives such notice in writing either before or after the holding thereof, and attendance at any such meeting shall constitute waiver of notice thereof except as otherwise provided by law. No notice of any adjournment meeting of the Board of Directors need be given.

SECTION 9.   Quorum. No less than one-half (1/2) of the Board of Directors shall constitute a quorum for the transaction of any business at every meeting of the Board of Directors, but if at any meeting there be less than a quorum present a majority of those present may adjourn the meeting from time to time but not for a period of over thirty (30) days at any one time, without notice other than by announcement at the meeting until a quorum shall attend. At any such adjourned meeting at which a quorum shall attend, any business may be transacted which might have been transacted at the meeting as previously modified.

SECTION 10.   Committees. From time to time, the Board of Directors may by resolution provide for and appoint the members of an Executive Committee, or any other regular or special committee, or committees, and all such committees shall have and may exercise such powers as shall be conferred or authorized by the resolution of appointment.

   SECTION 11.   Vacancies. Vacancies in the Board of Directors occurring during the year shall be filled for the unexpired terms by a majority of the remaining members of the Board of Directors although less than a quorum.

SECTION 12.   Limitation on Liability. A Director shall not be personally liable for monetary damages for any action taken, or any failure to take any action, unless (a) the Director has breached or failed to perform the duties of his or her office under Subchapter B of Chapter 17 of the Pennsylvania Business Corporation Law of 1988, as the same may be amended (relating to standard of care and justifiable reliance) and (b) the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness. The provisions of this By-Law shall not apply to (a) the responsibility or liability of a Director pursuant to any criminal statute

or (b) the liability of a Director for the payment of taxes pursuant to local, state or federal law. Any repeal or modification of this By-Law shall be prospective only, and shall not affect, to the detriment of any Director, any limitation on the personal liability of a Director of the Corporation existing at the time of such repeal or modification.

ARTICLE III

Officers

SECTION 1.   Officers. The Officers of the Corporation shall be a Chairman of the Board of Directors, a Chief Executive Officer and/or a President, one or more Vice Presidents (one or more of whom may be designated as Executive Vice Presidents or Senior Vice Presidents by the Board of Directors), a Treasurer, a Secretary and a Controller. The Board of Directors may elect such other officers, including one or more Assistant Treasurers and one or more Assistant Secretaries, as they may from time to time deem necessary, who shall have such authority and shall perform such duties as from time to time may be prescribed by the Board of Directors.

 SECTION 2.   Officers Holding More Than One Office. Any two of the offices provided for in this Article III may be held by the same person except that the President may not hold the office of Vice President or Secretary, nor the Treasurer that of Assistant Treasurer, nor the Secretary that of Assistant Secretary.

SECTION 3.   Chairman of the Board. The Chairman of the Board of Directors shall preside at all meetings of the Board of Directors. He or she shall have supervision of such matters as may be designated to him or her by the Board of Directors. The Board of Directors may elect a Vice Chairman of the Board, who shall have such authority and shall perform such duties as from time to time may be presented by the Board of Directors.

SECTION 4.   President. The President shall have such authority and perform such duties as may from time to time be assigned to him or her by the Board of Directors.

SECTION 5.   Chief Executive Officer. Either the Chairman of the Board or the President, as determined by the Board of Directors, shall be the chief executive officer of the Corporation and, subject to the Board of Directors, shall have general charge of the business and affairs of the Corporation.

SECTION 6.   Vice Presidents. The Vice Presidents shall perform such duties as may be incidental to their office and as may be assigned to them from time to time by the Board of Directors. In the absence of the President, the specific duties assigned to that officer shall be exercised by the Vice Presidents.

SECTION 7.   Secretary. The Secretary shall keep the minutes of all meetings of the Board of Directors and the minutes of all meetings of the shareholders in books provided for that purpose. He or she shall attend to the giving and serving of all notices of the Corporation and shall be the custodian of the corporate seal. He or she shall have charge of and keep and preserve such books and records of the Corporation as the Board of Directors may prescribe, and he or she shall perform all other duties incidental to his or her office and as may be assigned to him or her by the Board of Directors from time to time. Unless otherwise ordered by the Board of Directors, he or she may certify copies of and extracts from any of the official records of the Corporation and may also certify as to the Officers of the Corporation and as to similar matters.

SECTION 8.   Treasurer. The Treasurer shall have the care and custody of the funds and securities of the Corporation and shall deposit the same in such bank or banks as the Board of Directors may select, or in the absence of such selection, as may be selected by him or her. He or she shall disburse the funds of the Corporation in the regular conduct of its business or as may be ordered by the Board. The Treasurer shall perform such other duties as the Board of Directors may from time to time require.

SECTION 9.   Controller. The Controller shall maintain adequate records of all assets, liabilities and transactions of the Corporation; see that adequate audits thereof are currently and regularly made; and, in conjunction with other officers and department heads, initiate and enforce measures and procedures whereby the business of this Corporation shall be conducted with the maximum safety, efficiency and economy. He or she shall have such other powers and perform such other duties as the Board of Directors may from time to time prescribe.

SECTION 10.   Assistant Secretaries and Assistant Treasurers. The Assistant Secretaries and Assistant Treasurers shall have such powers and perform such duties as may be assigned to them by the Board of Directors or by the President, or by the Secretary or the Treasurer respectively, and in the absence or incapacity of the Secretary or Treasurer, shall have the powers and perform the duties of those officers respectively.

SECTION 11.   Vacancies. Vacancies in any of the offices provided herein shall be filled by the Board of Directors by majority vote for the unexpired terms.

SECTION 12.   Contracts, Notes, Drafts, Etc.  All properly authorized notes, bonds, drafts, acceptances, checks, endorsements (other than for deposit), guarantees, and all evidences of indebtedness of the Corporation whatsoever, and all deeds, mortgages, contracts and other instruments requiring execution by the Corporation may be signed by the Chairman of the Board of Directors, the Chief Executive Officer, the Vice Chairman of the Board of Directors, the President, any Vice President or the Treasurer; and authority to sign any such instruments, which may be general or confined to specific instances, may be conferred by the Board of Directors upon any other person or persons, subject to such requirements as to countersignature or other conditions, as the Board of Directors may from time to time determine. Facsimile signatures may be used on checks, notes, bonds or other instruments. Any person having authority to sign on behalf of the Corporation may delegate, from time to time, by instrument in writing, all or any part of such authority to any person or persons if authorized so to do by the Board of Directors. Unless otherwise delegated, the Board of Directors retains the authority to approve any and all transactions entered into on behalf of the Corporation.

 ARTICLE IV

Indemnification

SECTION 1.   Right to Indemnification. Subject to Section 3 of this Article IV, the Corporation shall indemnify to the fullest extent permitted by applicable law any person who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person is or was a Director or Officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation or of a partnership, joint venture, trust or other enterprise or entity, whether or not for profit, whether domestic or foreign, including service with respect to an employee benefit plan, its participants or beneficiaries, against all liability, loss and expense (including

attorneys' fees and amounts paid in settlement) actually and reasonably incurred by such person in connection with such Proceeding, whether or not the indemnified liability arises or arose from any Proceeding by or in the right of the Corporation.

SECTION 2.   Advance of Expenses. Subject to Section 3 of this Article IV, expenses incurred by a person who is or was a Director or Officer in defending (or acting as a witness in) a Proceeding shall be paid by the Corporation in advance of the final disposition of such Proceeding, subject to the provisions of applicable law, upon receipt of an undertaking by or on behalf of the person who is or was a Director or Officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation under this Article IV or applicable law.

SECTION 3.   Procedure for Determining Permissibility. To determine whether any indemnification or advance of expenses under this Article IV is permissible, the Board of Directors by a majority vote of a quorum consisting of Directors who are not parties to such Proceeding may, and on request of any person seeking indemnification or advance of expenses shall, determine (a) in the case of indemnification, whether the standards under applicable law have been met, and (b) in the case of advance of expenses prior to a change of control of the Corporation as set forth below, whether such advance is appropriate under the circumstances, provided that each such determination shall be made by independent legal counsel if such quorum is not obtainable, or, even if obtainable, a majority vote of a quorum of disinterested Directors so directs; and provided further that, if there has been a change in control of the Corporation between the time of the action or failure to act giving rise to the claim for indemnification or advance of expenses and the time such claim is made, at the option of the person seeking indemnification or advance of expenses, the permissibility of indemnification shall be determined by independent legal counsel and the advance of expenses shall be obligatory subject to receipt of the undertaking in Section 2 of this Article IV.  The reasonable expenses of any person who is or was a Director or Officer in prosecuting a successful claim for indemnification, and the fees and expenses of any independent legal counsel engaged to determine permissibility of indemnification or advance of expenses, shall be borne by the Corporation.  As used herein, a “change of control” of the Corporation means (a) the acquisition by any person or entity, or two or more such persons or entities acting in concert, of beneficial ownership (within the meaning of Rule 13d-3, or any successor rule, under the Exchange Act) of more than fifty (50) percent of the outstanding voting shares of the Corporation or (b) any change in one-third (1/3) or more of the members of the Board of Directors unless such change was approved by a majority of the Continuing Directors.  The term “Continuing Directors” means the Directors existing on February 26, 2004 or any person who subsequently becomes a Director if such person's nomination for election or election to the Board of Directors is recommended or approved by the Continuing Directors.

SECTION 4.   Contractual Obligation. The obligations of the Corporation to indemnify a person who is or was a Director or Officer under this Article IV, including, if applicable, the duty to advance expenses, shall be considered a contract between the Corporation and such person who is or was a Director or Officer, and no modification or repeal of any provision of this Article IV shall affect, to the detriment of the person who is or was a Director or Officer, such obligations of the Corporation in connection with a claim based on any act or failure to act occurring before such modification or repeal.

SECTION 5.   Indemnification Not Exclusive; Inuring of Benefit. The indemnification and advancement of expenses provided by this Article IV shall not be deemed exclusive of any other right to which one indemnified may be entitled under any statute, agreement, vote of shareholders or otherwise, both as to action in such person's official capacity and as to action in another capacity while holding such office, and shall inure to the benefit of the heirs, legal representatives and estate of any such person.

SECTION 6.   Insurance and Other Indemnification. The Corporation may (a) purchase and maintain, at the Corporation's expense, insurance on behalf of the Corporation and on behalf of others to the extent that power to do so has not been prohibited by statute, (b) create any fund of any nature, whether or not under the control of a trustee, or otherwise secure any of its indemnification obligations, and (c) give other indemnification to the extent permitted by statute.

SECTION 7.  Indemnification Agreement.  The Corporation may enter into agreements with any Director, officer, or employee of the Corporation, which agreements may grant rights to any person eligible to be indemnified hereunder or create obligations of the Corporation in furtherance of, different from, or in addition to, but not in limitation of, those provided in this Article, without shareholder approval of such agreement.

ARTICLE V

Capital Stock

SECTION 1.   Share Certificates. Except as otherwise provided in Section 3 of this Article V, every shareholder of record shall be entitled to a share certificate representing the shares held by such shareholder. Every share certificate shall bear the corporate seal (which may be a facsimile) and the signature of the President or a Vice President and the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer of the Corporation.

SECTION 2.   Transfers. Transfers of share certificates and the shares represented thereby shall be made on the books of the Corporation only by the registered holder or by duly authorized attorney. Transfers shall be made only on surrender of the share certificate or certificates.

SECTION 3.   Uncertificated Shares. Notwithstanding anything herein to the contrary, any or all classes and series of shares, or any part thereof, may be represented by uncertificated shares, except that shares represented by a certificate that is issued and outstanding shall continue to be represented thereby until the certificate is surrendered to the Corporation. The rights and obligations of the holders of shares represented by certificates and the rights and obligations of the holders of uncertificated shares of the same class and series shall be identical. Notwithstanding anything herein to the contrary, the provisions of Section 2 of this Article V shall be inapplicable to uncertificated shares and in lieu thereof the Corporation shall adopt alternative procedures for registration of transfers.

ARTICLE VI

Record Dates

SECTION 1.   Record Dates. Subject to the requirements of law and to the provisions of the Articles of Incorporation, the Board of Directors may fix a time not exceeding, except in the case of an adjourned meeting, ninety (90) days preceding the date of any meeting of shareholders, or the date fixed for the payment of any dividend or distribution, or for the allotment of rights, or when any change or conversion or exchange of shares shall go into effect or any consent of shareholders shall be obtained, as a record date for the

determination of the shareholders entitled to notice of or to vote at any such meeting or entitled to receive any such dividend or distribution or any such allotment of rights, or to exercise the rights in respect to any such change, consent, conversion or exchange of shares, and in such case only shareholders of record on the date so fixed shall be entitled to notice of or to vote at such meeting or to receive such dividend, distribution or allotment of rights, or to exercise such rights as the case may be, notwithstanding any transfer of any shares of stock on the books of the Corporation after any record date fixed as aforesaid. The Board of Directors, in their discretion, may close the books of the Corporation against transfers of shares during the whole or any part of such period. When the determination of shareholders of record entitled to notice of or to vote at any meeting of shareholders has been made as provided in this By-Law, such determination shall apply to any adjournment thereof, unless the Board fixes a new record date under this By-Law for the adjourned meeting. If any date appointed for the payment of any dividend, or fixed for determining the shareholders of record to whom the same is payable, shall in any year fall upon a Saturday, Sunday or legal holiday, then such dividend shall be payable or such shareholders of record shall be determined on the next succeeding day not a Saturday, Sunday or legal holiday.

ARTICLE VII

Dividends

SECTION 1.   Declaration of Dividends. Subject to the provisions of statute and the Articles of Incorporation, dividends may be declared and paid as often at such times as the Board of Directors may determine.

ARTICLE VIII

Sundry Provisions

SECTION 1.   Seal. The seal of the Corporation shall be in such force and shall bear such inscription as may be adopted by the Board of Directors. If deemed advisable by the Board of Directors, a duplicate seal or duplicate by seals may be provided and kept for the necessary purposes of the Corporation.

SECTION 2.   Fiscal Year. The fiscal year of the Corporation shall commence on January 1st of each year and end on December 31st of each year, unless otherwise provided by the Board of Directors.

SECTION 3.   Voting Stock of Other Corporations. Any stock in other corporations, which may from time to time be held by this Corporation, may be represented and voted at any meeting of shareholders of such other corporations or instructions given to any nominee holding such stock, by the Chairman of the Board, the Vice Chairman of the Board, the President or Vice Presidents of the Corporation, or by proxy executed in the name of this Corporation by its Chairman of the Board, Vice Chairman of the Board, President or a Vice President, with the corporate seal affixed and attested by the Secretary or an Assistant Secretary.

SECTION 4.    Venue. Unless the Corporation consents in writing to the selection of an alternate forum, the state courts of the Commonwealth of Pennsylvania in and for Philadelphia County or the federal courts of the Eastern District of Pennsylvania shall be the sole and exclusive forum, to the fullest extent permitted by law, for (a) any derivative action or proceeding brought on behalf of the Corporation; (b) any action asserting a claim of a breach of fiduciary duty owed by any Director, Officer or other employee of the Corporation to the Corporation or the Corporation's shareholders; (c) any action asserting a claim against the Corporation arising pursuant to any provision of the Pennsylvania Associations Code, the Business Corporation Law of the Commonwealth of Pennsylvania, the Articles of Incorporation of the Corporation or these By-Laws; (d) any action seeking to interpret, apply, enforce or determine the validity of the Certificate of Incorporation or the By-Laws of the Corporation; or (e) any action asserting a claim against the Corporation governed by the internal affairs doctrine.

ARTICLE IX

Amendments

SECTION 1.   Amendments. Except as otherwise provided by law, these By-Laws may be amended at any meeting of the Board of Directors at which a quorum is present by a majority vote of the Directors present, or they may be amended by a majority vote at any meeting of shareholders entitled to vote thereon, provided, in either case, subject to the other terms of these By-Laws, notice of the proposed amendment was included in the notice of the meeting (unless, in the case of amendment at a meeting of the Board of Directors, such notice is waived by a majority vote of the Directors present).

ARTICLE X

Certain Matters Relating to Pennsylvania Act No. 36 of 1990

SECTION 1.   Subchapter G, Chapter 25. Subchapter G, Control-Share Acquisitions, of Chapter 25 of the Pennsylvania Associations Code, as amended, shall not be applicable to the Corporation.

ARTICLE XI

Separability; Effect of Determination by the Board

SECTION 1.   Separability. The provisions of these By-Laws are independent of and separate from each other, and no provision shall be affected or rendered invalid or unenforceable because for any reason any other or others of them may be invalid or unenforceable in whole or in part.

SECTION 2.   Effect of Determination by the Board. Any determination involving the interpretation or application of these By-Laws made in good faith by the Board of Directors shall be final, binding and conclusive on all parties in interest.

EX-12

EXHIBIT 12

CROWN HOLDINGS, INC.

COMPUTATION OF RATIO OF EARNINGS

TO FIXED CHARGES

	Twelve months ended	Twelve months ended
	12/31/2013	12/31/2012
Computation of Earnings:
Income before income taxes, minority interests and equity earnings	$576	$636
Adjustments to income
Add: Distributed income from less than 50% owned companies	1	1
Add: Fixed charges as presented below	262	256
Subtract: Interest capitalized	5	9
Add: Amortization of interest previously capitalized	1	—
Earnings	$845	$902
Computation of fixed charges:
Interest incurred	$226	$214
Interest capitalized	5	9
Amortization of debt related costs	10	12
Portion of rental expense representative of interest (1)	21	21
Total fixed charges	$262	$256
Ratio of earnings to fixed charges	3.2	3.5

(1) One-third of net rent expense is the portion deemed representative of the interest factor.

EX-21

Crown Holdings, Inc.

Exhibit 21 - Subsidiaries of Registrant

NAME	STATE OR COUNTRY OF INCORPORATION OR ORGANIZATION
Crown Cork & Seal Company, Inc.	Pennsylvania
Crown Consultants, Inc.	Pennsylvania
CROWN Americas LLC	Pennsylvania
CROWN Beverage Packaging, LLC	Delaware
Crown Cork & Seal Company (DE), LLC	Delaware
Crown Cork & Seal Receivables (DE) Corporation	Delaware
CROWN Cork & Seal USA, Inc.	Delaware
Crown International Holdings, Inc.	Delaware
CROWN Packaging Holdings LLC	Delaware
CROWN Packaging Technology, Inc.	Delaware
CROWN Beverage Packaging Puerto Rico, Inc.	Delaware
Crownway Insurance Company	Vermont
CROWN Packaging (Barbados) Limited	Barbados
CROWN Verpakking België NV	Belgium
CROWN Speciality Packaging België NV	Belgium
Eurocan Dranken NV	Belgium
Crown Brasil Holdings Ltda.	Brazil
CROWN Embalagens Métalicas da Amazonia S.A.	Brazil
Aruma Productora de Embalagens do Sergipe Ltda.	Brazil
CROWN Distribuidora de Embalagens Ltda.	Brazil
Crown Asia Pacific Investments (T) Limited	British Virgin Islands
CROWN Beverage Cans (Cambodia) Limited	Cambodia
CROWN Beverage Cans Sihanoukville Limited	Cambodia
CROWN Metal Packaging Canada Inc.	Canada
CROWN Metal Packaging Canada LP	Canada
CROWN Beverage Cans Beijing Limited	China
CROWN Beverage Cans Changchun Limited	China
CROWN Beverage Cans Hangzhou Limited	China
CROWN Beverage Cans Heshan Limited	China
CROWN Beverage Cans Huizhou Limited	China
CROWN Beverage Cans Nanning Limited	China
CROWN Beverage Cans Putian Limited	China
CROWN Beverage Cans Shanghai Limited	China
CROWN Beverage Cans Xinxiang Limited	China
CROWN Beverage Cans Ziyang Limited	China
Foshan Continental Can Co. Limited	China
Foshan Crown Easy-Opening End Co. Limited	China
Crown Colombiana, S.A.	Colombia
CROWN Pakkaus OY	Finland
Crown Developpement SAS	France
Crown European Holdings SA	France

NAME	STATE OR COUNTRY OF INCORPORATION OR ORGANIZATION
CarnaudMetalbox Finance SA	France
CROWN Emballage France SAS	France
CROWN Bevcan France SAS	France
Société de Participations CarnaudMetalbox SAS	France
CROWN Verpackungen Deutschland GmbH	Germany
CROWN Nahrungsmitteldosen GmbH	Germany
Crown Cork & Seal Deutschland Holdings GmbH	Germany
CROWN Speciality Packaging Deutschland GmbH	Germany
CROWN Nahrungsmitteldosen Deutschland GmbH	Germany
CROWN Verschlûsse Deutschland GmbH	Germany
CROWN Cans Ghana Limited	Ghana
CROWN Hellas Packaging Can SA	Greece
CROWN Beverage Cans Hong Kong Limited	Hong Kong
CROWN China Holdings (Hong Kong) Limited	Hong Kong
Crown Packaging Investment (H.K.) Limited	Hong Kong
CROWN Closures Europe Equipment Kft	Hungary
CROWN Magyarorszag Csomagoloipari KFT	Hungary
CROWN Packaging Ireland Ltd	Ireland
CROWN Bevcan Italy S.r.l.	Italy
Crown Imgallaggi Italia Srl	Italy
CROWN Aerosols Italia Srl.	Italy
Crown Holdings Italia Srl	Italy
Crown Speciality Packaging Italia Srl	Italy
CROWN Closures Italy Srl	Italy
CROWN Italy Finance srl	Italy
CROWN SIEM	Ivory Coast
CROWN Packaging Jamaica Limited	Jamaica
CROWN Middle East Can Co. Ltd.	Jordan
CROWN Luxembourg Holdings SARL	Luxembourg
CROWN Société Malgache d'Emballages Metalliques (CROWN SMEM)	Madagascar
CROWN Beverage Cans Malaysia Sdn Bhd	Malaysia
CROWN Envases Mexico, S.A. de C.V.	Mexico
Crown Packaging Maroc	Morocco
CROWN Verpakking Nederland BV	Netherlands
Crown Overseas Investments B.V.	Netherlands
CROWN Speciality Packaging BV	Netherlands
CROWN Aerosols Nederland BV	Netherlands
CROWN Packaging Polska Sp.z.o.o.	Poland
Crown Cork & Seal de Portugal Embalagens S.A.	Portugal
Crown Cork Kuban	Russia
CROWN Senegal	Senegal

NAME	STATE OR COUNTRY OF INCORPORATION OR ORGANIZATION
CROWN Asia Pacific Holdings Pte. Ltd.	Singapore
CROWN Beverage Cans Singapore Pte. Ltd.	Singapore
CROWN Speciality Packaging Investment Pte. Ltd.	Singapore
Superior Investment Holdings Pte. Ltd.	Singapore
Superior Multi-Packaging Limited	Singapore
CROWN Bevcan Slovakia s.r.o.	Slovakia
CROWN Packaging Slovakia, s.r.o.	Slovakia
CarnaudMetalbox Food South Africa (Pty) Limited	South Africa
CROWN Bevcan Espana S.L.	Spain
CROWN Embalajes Espana SL	Spain
Crown Packaging Europe GmbH	Switzerland
CROWN Vogel AG	Switzerland
CROWN AP (Thailand) Company Limited	Thailand
CROWN Foodcan (Hat Yai) Company Limited	Thailand
CROWN Food Packaging (Thailand) Public Company Limited	Thailand
CROWN Bevcan and Closures (Thailand) Company Limited	Thailand
CROWN Packaging Trinidad Limited	Trinidad
CROWN Maghreb Can Company	Tunisia
CROWN Bevcan Türkiye Ambalaj Sanayi Ve Ticaret Limited Sirketi	Turkey
Crown Foodcan Turkey Ambalaj Sanayi Ve Ticaret Limited Sirketi	Turkey
CROWN Emirates Company Limited	United Arab Emirates
CarnaudMetalbox Engineering Ltd	United Kingdom
CROWN Aerosols UK Limited	United Kingdom
Crown Cork & Seal Finance Limited	United Kingdom
CROWN Specialty Packaging UK Ltd	United Kingdom
CarnaudMetalbox Overeseas Limited	United Kingdom
CROWN Packaging UK PLC	United Kingdom
Crown UK Holdings Limited	United Kingdom
CarnaudMetalbox Group UK Limited	United Kingdom
CROWN Beverage Cans (Dong Nai) Limited	Vietnam
CROWN Beverage Cans Danang Limited	Vietnam
CROWN Beverage Cans Hanoi Limited	Vietnam
CROWN Beverage Cans Saigon Limited	Vietnam

(1) The list includes only consolidated subsidiaries which are directly owned or indirectly owned by the Registrant.

(2) In accordance with Regulation S-K, Item 601(b)(ii), the names of certain subsidiaries have been omitted from the foregoing list. The unnamed subsidiaries, considered in the aggregate as a single subsidiary, would not constitute a significant subsidiary, as defined in Regulation S-X, Rule 1-02(w).

EX-23

EXHIBIT 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-166764, 333-140992, 333-140991, 333-134005, 333-57506, 333-81302, 333-85842, 333-85846, 33-119866, 333-134005 and 333-188568) of Crown Holdings, Inc. of our report dated March 3, 2014 relating to the financial statements, financial statement schedule, and the effectiveness of internal control over financial reporting, which appears in this Form 10-K.

PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania

March 3, 2014

EX-31.1

EXHIBIT 31.1

CERTIFICATION

I, John W. Conway, certify that:

1. I have reviewed this annual report on Form 10-K 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:	March 3, 2014	/s/  John W. Conway
		John W. Conway
		Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION

I, Thomas A. Kelly, certify that:

1. I have reviewed this annual report on Form 10-K 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:	March 3, 2014	/s/  Thomas A. Kelly
		Thomas A. Kelly
		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 Annual Report of Crown Holdings, Inc. (the “Company”) on Form 10-K for the period ending December 31, 2013 (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:	March 3, 2014	/s/  John W. Conway
		John W. Conway
		Chief Executive Officer
Date:	March 3, 2014	/s/  Thomas A. Kelly
		Thomas A. Kelly
		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 Annual Report on Form 10-K 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.

XML

Goodwill (Tables)

12 Months Ended

Dec. 31, 2013

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill

Changes in the carrying amount of goodwill by reportable segment for the years ended December 31, 2013 and 2012 were as

follows:

	Americas Beverage			North America Food			European Beverage			European Food			Non-reportable Segments			Total
Balance at January 1, 2012:
Goodwill	$	455		$	162		$	732		$	1,284		$	295		$	2,928
Accumulated impairment losses	(29		)				(73		)	(724		)	(150		)	(976		)
Net	426			162			659			560			145			1,952
Foreign currency translation	2			2			19			14			9			46
Balance at December 31, 2012:
Goodwill	457			164			751			1,298			304			2,974
Accumulated impairment losses	(29		)				(73		)	(724		)	(150		)	(976		)
Net	428			164			678			574			154			1,998
Foreign currency translation	(4		)	(6		)	2			22			4			18
Balance at December 31, 2013:
Goodwill	453			158			753			1,320			308			2,992
Accumulated impairment losses	(29		)				(73		)	(724		)	(150		)	(976		)
Net	$	424		$	158		$	680		$	596		$	158		$	2,016

XML

Pension and Other Postretirement Benefits (Schedule of Assumed Health Care Cost Trend Rates) (Details)	12 Months Ended
	Dec. 31, 2013
Compensation and Retirement Disclosure [Abstract]
Health care cost trend rate assumed for next year	5.80%
Rate that the cost trend rate gradually declines to	4.40%
Year that the rate reaches the rate it is assumed to remain	2020

XML

Segment Information (Tables)

12 Months Ended

Dec. 31, 2013

Segment Reporting [Abstract]

Information of Information about Operating Segments

The tables below present information about operating segments for the three years ended December 31, 2013, 2012 and 2011:

2013			Inter-				Depreciation
	External		segment		Segment		and		Capital		Segment
	sales		sales		assets		amortization		expenditures		income
Americas Beverage	$	2,289	$	61	$	1,588	$	35	$	76	$	327
North America Food	845		10		457		10		5		119
European Beverage	1,731		1		1,605		26		24		257
European Food	1,751		76		1,500		16		28		144
Asia Pacific	1,189		—		1,277		33		110		133
Total reportable segments	7,805		148		6,427		120		243		$	980
Non-reportable segments	851		113		633		8		21
Corporate and unallocated items	—		—		970		6		11
Total	$	8,656	$	261	$	8,030	$	134	$	275

2012			Inter-				Depreciation
	External		segment		Segment		and		Capital		Segment
	sales		sales		assets		amortization		expenditures		income
Americas Beverage	$	2,274	$	68	$	1,504	$	48	$	52	$	311
North America Food	876		9		500		13		7		146
European Beverage	1,653		13		1,593		42		25		217
European Food	1,793		96		1,464		29		26		180
Asia Pacific	979		—		1,147		27		181		137
Total reportable segments	7,575		186		6,208		159		291		$	991
Non-reportable segments	895		128		611		15		24
Corporate and unallocated items	—		—		681		6		9
Total	$	8,470	$	314	$	7,500	$	180	$	324

2011			Inter-				Depreciation
	External		segment		Segment		and		Capital		Segment
	sales		sales		assets		amortization		expenditures		income
Americas Beverage	$	2,273	$	71	$	1,445	$	44	$	126	$	302
North America Food	889		14		504		14		7		146
European Beverage	1,669		2		1,578		43		61		210
European Food	1,999		109		1,531		33		26		239
Asia Pacific	861		—		757		20		154		125
Total reportable segments	7,691		196		5,815		154		374		$	1,022
Non-reportable segments	$	953	196		593		15		17
Corporate and unallocated items	—		—		460		7		10
Total	$	8,644	$	392	$	6,868	$	176	$	401

Reconciliation of Segment Income

A reconciliation of segment income of reportable segments to income before income taxes and equity earnings for the three years ended December 31, 2013, 2012 and 2011 follows:

	2013			2012			2011
Segment income of reportable segments	$	980		$	991		$	1,022
Segment income of non-reportable segments	102			98			139
Corporate and unallocated items	(165		)	(194		)	(208		)
Provision for asbestos	(32		)	(35		)	(28		)
Provision for restructuring	(46		)	(48		)	(77		)
Asset impairments and sales	12			48			(6		)
Loss from early extinguishments of debt	(41		)	—			(32		)
Interest expense	(236		)	(226		)	(232		)
Interest income	5			7			11
Foreign exchange	(3		)	1			(2		)
Income before income taxes and equity earnings	$	576		$	642		$	587

Summary of Sales by Major Product

Sales by major product were:

	2013		2012		2011
Metal beverage cans and ends	$	4,824	$	4,649	$	4,532
Metal food cans and ends	2,339		2,425		2,614
Other metal packaging	1,211		1,244		1,373
Other products	282		152		125
Consolidated net sales	$	8,656	$	8,470	$	8,644

Summary of Sales and Long-Lived Assets for the Major Countries

Sales and long-lived assets for the major countries in which the Company operates were:

	Net Sales						Long-Lived Assets
	2013		2012		2011		2013		2012
United States	$	2,214	$	2,275	$	2,297	$	315	$	309
United Kingdom	759		852		826		163		138
France	547		568		675		70		65
Other	5,136		4,775		4,846		1,604		1,493
Consolidated total	$	8,656	$	8,470	$	8,644	$	2,152	$	2,005

XML

Debt (Tables)

12 Months Ended

Dec. 31, 2013

Debt and Capital Lease Obligations [Abstract]

Summary of Outstanding Debt

.

	2013			2012
Short-term debt
Receivables securitization	$	205		$	203
Bank loans/overdrafts/factoring	74			58
Total short-term debt	$	279		$	261
Long-term debt
Senior secured borrowings:
Revolving credit facilities	$	103		$	45
Term loan facilities
U.S. dollar at LIBOR plus 1.75% due 2018	220			550
Euro (€110 at December 31, 2013) at EURIBOR plus 1.75% due 2018	151			362
Senior notes and debentures:
U.S. dollar 7.625% due 2017	—			400
Euro (€500 at December 31, 2013) 7.125% due 2018	688			659
U.S. dollar 6.25% due 2021	700			700
U. S. dollar 4.50% due 2023	1,000			—
U.S. dollar 7.375% due 2026	350			350
U.S. dollar 7.50% due 2096	64			64
Other indebtedness in various currencies
Fixed rate with rates in 2013 from 1.0% to 8.5% due through 2020	180			157
Variable rate with average rates in 2013 from 2.4% to 6.1% through 2018	109			126
Unamortized discounts	(2		)	(9		)
Total long-term debt	3,563			3,404
Less: current maturities	(94		)	(115		)
Total long-term debt, less current maturities	$	3,469		$	3,289

Schedule of Weighted Average Interest Rates

The weighted average interest rates were as follows:

	2013		2012		2011
Short-term debt	1.9	%	1.9	%	2.5	%
Revolving credit facilities	3.6	%	3.5	%	3.6	%

XML

Income Taxes (Reconciliation of Unrecognized Tax Benefits) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Balance at beginning of period	$ 35	$ 37	$ 37
Additions for current year tax positions	0	0	8
Reductions to prior period tax positions	0	0	(5)
Lapse of statute of limitations	(5)	(3)	(2)
Foreign currency translation	1	1	(1)
Balance at end of period	$ 31	$ 35	$ 37

XML

Asbestos-Related Liabilities (Summary of Claims Activity) (Details)	12 Months Ended
	Dec. 31, 2013 Claim	Dec. 31, 2012 Claim	Dec. 31, 2011 Claim
Loss Contingency, Pending Claims [Roll Forward]
Beginning claims	51,000	50,000	50,000
New claims	4,000	3,000	2,000
Settlements or dismissals	(2,000)	(2,000)	(2,000)
Ending claims	53,000	51,000	50,000

XML

Segment Information (Summary of Sales by Major Product) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Segment Reporting Information [Line Items]
Net sales	$ 8,656	$ 8,470	$ 8,644
Metal Beverage Cans and Ends [Member]
Segment Reporting Information [Line Items]
Net sales	4,824	4,649	4,532
Metal Food Cans and Ends [Member]
Segment Reporting Information [Line Items]
Net sales	2,339	2,425	2,614
Other Metal Packaging [Member]
Segment Reporting Information [Line Items]
Net sales	1,211	1,244	1,373
Other Products [Member]
Segment Reporting Information [Line Items]
Net sales	$ 282	$ 152	$ 125

XML

Condensed Combining Financial Information (Tables)

12 Months Ended

Dec. 31, 2013

Crown European Holdings SA [Member]

Condensed Combining Statement of Comprehensive Income

CONDENSED COMBINING STATEMENT OF COMPREHENSIVE INCOME For the year ended December 31, 2013 (in millions)
	Parent		Issuer			Guarantors			Non- Guarantors			Eliminations			Total Company
Net sales						$	4,303		$	4,353					$	8,656
Cost of products sold, excluding depreciation and amortization			$	(1	)	3,512			3,669						7,180
Depreciation and amortization						51			83						134
Gross profit			1			740			601						1,342
Selling and administrative expense			(1		)	315			111						425
Provision for asbestos						32									32
Provision for restructuring						36			10						46
Asset impairments and sales						(16		)	4						(12		)
Loss from early extinguishment of debt			2			39									41
Net interest expense			54			125			52						231
Technology royalty						(33		)	33						—
Translation and foreign exchange						2			1						3
Income/(loss) before income taxes			(54		)	240			390			—			576
Provision for / (benefit from) income taxes			1			90			57						148
Equity earnings / (loss) in affiliates	$	324	221			174						$	(719	)	—
Net income	324		166			324			333			(719		)	428
Net income attributable to noncontrolling interests									(104		)				(104		)
Net income attributable to Crown Holdings	$	324	$	166		$	324		$	229		$	(719	)	$	324
Comprehensive income	$	425	$	152		$	425		$	308		$	(783	)	$	527
Comprehensive income attributable to noncontrolling interests									(102		)				(102		)
Comprehensive income attributable to Crown Holdings	$	425	$	152		$	425		$	206		$	(783	)	$	425

CONDENSED COMBINING STATEMENT OF COMPREHENSIVE INCOME For the year ended December 31, 2012 (in millions)
	Parent		Issuer			Guarantors			Non- Guarantors			Eliminations			Total Company
Net sales						$	4,573		$	3,897					$	8,470
Cost of products sold, excluding depreciation and amortization			$	(1	)	3,771			3,243						7,013
Depreciation and amortization						79			101						180
Gross profit			1			723			553						1,277
Selling and administrative expense			(2		)	290			94						382
Provision for asbestos						35									35
Provision for restructuring						45			3						48
Asset impairments and sales			(977		)	(1		)	(47		)	$	977		(48		)
Net interest expense			57			121			41						219
Technology royalty						(31		)	31						—
Translation and foreign exchange						(1		)							(1		)
Income/(loss) before income taxes			923			265			431			(977		)	642
Provision for / (benefit from) income taxes			8			(81		)	56						(17		)
Equity earnings / (loss) in affiliates	$	559	242			213			1			(1,010		)	5
Net income	559		1,157			559			376			(1,987		)	664
Net income attributable to noncontrolling interests									(105		)				(105		)
Net income attributable to Crown Holdings	$	559	$	1,157		$	559		$	271		$	(1,987	)	$	559
Comprehensive income	$	535	$	1,202		$	535		$	427		$	(2,054	)	$	645
Comprehensive income attributable to noncontrolling interests									(110		)				(110		)
Comprehensive income attributable to Crown Holdings	$	535	$	1,202		$	535		$	317		$	(2,054	)	$	535

CONDENSED COMBINING STATEMENT OF COMPREHENSIVE INCOME For the year ended December 31, 2011 (in millions)
	Parent		Issuer			Guarantors			Non- Guarantors			Eliminations			Total Company
Net sales						$	4,780		$	3,864					$	8,644
Cost of products sold, excluding depreciation and amortization			$	(1	)	3,934			3,187						7,120
Depreciation and amortization						82			94						176
Gross profit			1			764			583						1,348
Selling and administrative expense			(2		)	298			99						395
Provision for asbestos						28									28
Provision for restructuring						73			4						77
Asset impairments and sales									4			$	2		6
Loss from early extinguishment of debt			2			30									32
Net interest expense			78			104			39						221
Technology royalty						(46		)	46						—
Translation and foreign exchange						(3		)	5						2
Income/(loss) before income taxes			(77		)	280			386			(2		)	587
Provision for / (benefit from) income taxes						123			71						194
Equity earnings / (loss) in affiliates	$	282	239			125						(643		)	3
Net income	282		162			282			315			(645		)	396
Net income attributable to noncontrolling interests									(114		)				(114		)
Net income attributable to Crown Holdings	$	282	$	162		$	282		$	201		$	(645	)	$	282
Comprehensive income	$	19	$	3		$	19		$	219		$	(131	)	$	129
Comprehensive income attributable to noncontrolling interests									(110		)				(110		)
Comprehensive income attributable to Crown Holdings	$	19	$	3		$	19		$	109		$	(131	)	$	19

Condensed Combining Balance Sheet

	Parent		Issuer		Guarantors			Non- Guarantors		Eliminations			Total Company
Assets
Current assets
Cash and cash equivalents			$	48	$	392		$	249				$	689
Receivables, net			1		246			817					1,064
Intercompany receivables			2		89			63		$	(154	)	—
Inventories					565			648					1,213
Prepaid expenses and other current assets	$	1	10		146			57					214
Total current assets	1		61		1,438			1,834		(154		)	3,180
Intercompany debt receivables			1,531		3,746			589		(5,866		)	—
Investments	1,176		4,155		(325		)			(5,006		)	—
Goodwill					1,444			572					2,016
Property, plant and equipment, net					643			1,509					2,152
Other non-current assets			29		562			91					682
Total	$	1,177	$	5,776	$	7,508		$	4,595	$	(11,026	)	$	8,030
Liabilities and equity
Current liabilities
Short-term debt					$	2		$	277				$	279
Current maturities of long-term debt								94					94
Accounts payable and accrued liabilities	$	16	$	22	1,277			1,232					2,547
Intercompany payables			8		55			91		$	(154	)	—
Total current liabilities	16		30		1,334			1,694		(154		)	2,920
Long-term debt, excluding current maturities			942		2,332			195					3,469
Long-term intercompany debt	1,157		2,510		1,515			684		(5,866		)	—
Postretirement and pension liabilities					870			21					891
Other non-current liabilities			8		281			172					461
Commitments and contingent liabilities
Noncontrolling interests								285					285
Crown Holdings shareholders’ equity/(deficit)	4		2,286		1,176			1,544		(5,006		)	4
Total equity/(deficit)	4		2,286		1,176			1,829		(5,006		)	289
Total	$	1,177	$	5,776	$	7,508		$	4,595	$	(11,026	)	$	8,030

	Parent			Issuer		Guarantors			Non- Guarantors		Eliminations			Total Company
Assets
Current assets
Cash and cash equivalents						$	134		$	216				$	350
Receivables, net						274			783					1,057
Intercompany receivables				$	2	41			32		$	(75	)	—
Inventories						582			584					1,166
Prepaid expenses and other current assets	$	1		14		123			39					177
Total current assets	1			16		1,154			1,654		(75		)	2,750
Intercompany debt receivables				1,578		3,141			492		(5,211		)	—
Investments	751			3,841		(276		)			(4,316		)	—
Goodwill						1,429			569					1,998
Property, plant and equipment, net						610			1,395					2,005
Other non-current assets				24		658			65					747
Total	$	752		$	5,459	$	6,716		$	4,175	$	(9,602	)	$	7,500
Liabilities and equity
Current liabilities
Short-term debt				$	2				$	259				$	261
Current maturities of long-term debt				18		$	28		69					115
Accounts payable and accrued liabilities	$	18		21		1,097			1,010					2,146
Intercompany payables						32			43		$	(75	)	—
Total current liabilities	18			41		1,157			1,381		(75		)	2,522
Long-term debt, excluding current maturities				1,003		2,073			213					3,289
Long-term intercompany debt	894			2,264		1,340			713		(5,211		)	—
Postretirement and pension liabilities						1,079			19					1,098
Other non-current liabilities				8		316			138					462
Commitments and contingent liabilities
Noncontrolling interests									289					289
Crown Holdings shareholders’ equity/(deficit)	(160		)	2,143		751			1,422		(4,316		)	(160		)
Total equity/(deficit)	(160		)	2,143		751			1,711		(4,316		)	129
Total	$	752		$	5,459	$	6,716		$	4,175	$	(9,602	)	$	7,500

Condensed Combining Statement of Cash Flows

	Parent			Issuer			Guarantors			Non- Guarantors			Eliminations			Total Company
Net cash provided by/(used for) operating activities	$	16		$	(48	)	$	364		$	553					$	885
Cash flows from investing activities
Capital expenditures							(81		)	(194		)				(275		)
Insurance proceeds										8						8
Acquisition of businesses, net of cash acquired										(16		)				(16		)
Proceeds from sale of businesses, net of cash sold							10									10
Proceeds from sale of property, plant and equipment							20			9						29
Intercompany investing activities				(40		)	114						$	(74	)	—
Other, net										(2		)				(2		)
Net cash provided by/(used for) investing activities	—			(40		)	63			(195		)	(74		)	(246		)
Cash flows from financing activities
Proceeds from long-term debt							1,000			83						1,083
Payments of long-term debt				(218		)	(730		)	(74		)				(1,022		)
Net change in revolving credit facility and short-term debt				97			(45		)	(34		)				18
Net change in long-term intercompany balances	263			255			(380		)	(138		)				—
Debt issue costs				(6		)	(26		)							(32		)
Capital contribution										40			(40		)	—
Common stock issued	21															21
Common stock repurchased	(300		)													(300		)
Dividends paid										(114		)	114			—
Purchase of noncontrolling interests										(16		)				(16		)
Dividends paid to noncontrolling interests										(78		)				(78		)
Other				8			12									20
Net cash provided by/(used for) financing activities	(16		)	136			(169		)	(331		)	74			(306		)
Effect of exchange rate changes on cash and cash equivalents										6						6
Net change in cash and cash equivalents	—			48			258			33			—			339
Cash and cash equivalents at January 1							134			216						350
Cash and cash equivalents at December 31	$	—		$	48		$	392		$	249		$	—		$	689

	Parent			Issuer			Guarantors			Non- Guarantors			Eliminations			Total Company
Net cash provided by/(used for) operating activities	$	16		$	(66	)	$	299		$	372					$	621
Cash flows from investing activities
Capital expenditures							(77		)	(247		)				(324		)
Insurance proceeds										48						48
Acquisition of businesses, net of cash acquired							(29		)	(49		)				(78		)
Proceeds from sale of intercompany investment				1,205			(1,205		)							—
Proceeds from sale of property, plant and equipment							3									3
Intercompany investing activities				(741		)	293						$	448		—
Other, net										(11		)				(11		)
Net cash provided by/(used for) investing activities				464			(1,015		)	(259		)	448			(362		)
Cash flows from financing activities
Proceeds from long-term debt										110						110
Payments of long-term debt							(1		)	(65		)				(66		)
Net change in revolving credit facility and short-term debt				(4		)	(103		)	135						28
Net change in long-term intercompany balances	226			(232		)	77			(71		)				—
Capital contribution							1,205			8			(1,213		)	—
Common stock issued	15															15
Common stock repurchased	(257		)													(257		)
Dividends paid				(170		)	(370		)	(225		)	765			—
Purchase of noncontrolling interests							(3		)	(1		)				(4		)
Dividends paid to noncontrolling interests										(79		)				(79		)
Other				8			(9		)							(1		)
Net cash provided by/(used for) financing activities	(16		)	(398		)	796			(188		)	(448		)	(254		)
Effect of exchange rate changes on cash and cash equivalents										3						3
Net change in cash and cash equivalents	—			—			80			(72		)	—			8
Cash and cash equivalents at January 1							54			288						342
Cash and cash equivalents at December 31	$	—		$	—		$	134		$	216		$	—		$	350

CONDENSED COMBINING STATEMENT OF CASH FLOWS For the year ended December 31, 2011 (in millions)
	Parent			Issuer			Guarantors			Non- Guarantors			Eliminations			Total Company
Net cash provided by/(used for) operating activities	$	10		$	(12	)	$	(119	)	$	500					$	379
Cash flows from investing activities
Capital expenditures							(107		)	(294		)				(401		)
Proceeds from sale of businesses, net of cash sold							4									4
Proceeds from sale of property, plant and equipment							26									26
Intercompany investing activities				8			290			(180		)	$	(118	)	—
Other							(1		)							(1		)
Net cash provided by/(used for) investing activities				8			212			(474		)	(118		)	(372		)
Cash flows from financing activities
Proceeds from long-term debt				383			1,250			137						1,770
Payments of long-term debt				(276		)	(748		)	(45		)				(1,069		)
Net change in revolving credit facility and short-term debt				(48		)	(54		)	(90		)				(192		)
Net change in long-term intercompany balances	291			(38		)	(438		)	185						—
Debt issue costs				(3		)	(19		)							(22		)
Common stock issued	11															11
Common stock repurchased	(312		)													(312		)
Dividends paid										(118		)	118			—
Purchase of noncontrolling interests							(98		)	(104		)				(202		)
Dividends paid to noncontrolling interests										(104		)				(104		)
Other				(14		)	3			2						(9		)
Net cash provided by/(used for) financing activities	(10		)	4			(104		)	(137		)	118			(129		)
Effect of exchange rate changes on cash and cash equivalents										1						1
Net change in cash and cash equivalents	—			—			(11		)	(110		)	—			(121		)
Cash and cash equivalents at January 1							65			398						463
Cash and cash equivalents at December 31	$	—		$	—		$	54		$	288		$	—		$	342

Crown Cork & Seal Company, Inc [Member]

Condensed Combining Statement of Comprehensive Income

CONDENSED COMBINING STATEMENT OF COMPREHENSIVE INCOME For the year ended December 31, 2013 (in millions)
	Parent		Issuer			Non- Guarantors			Eliminations			Total Company
Net sales						$	8,656					$	8,656
Cost of products sold, excluding depreciation and amortization			$	(16	)	7,196						7,180
Depreciation and amortization						134						134
Gross profit			16			1,326						1,342
Selling and administrative expense			6			419						425
Provision for asbestos			32									32
Provision for restructuring						46						46
Asset impairments and sales			(2		)	(10		)				(12		)
Loss from early extinguishment of debt						41						41
Net interest expense			101			130						231
Translation and foreign exchange						3						3
Income/(loss) before income taxes			(121		)	697						576
Provision for / (benefit from) income taxes			(28		)	176						148
Equity earnings / (loss) in affiliates	$	324	417						$	(741	)	—
Net income	324		324			521			(741		)	428
Net income attributable to noncontrolling interests						(104		)				(104		)
Net income attributable to Crown Holdings	$	324	$	324		$	417		$	(741	)	$	324
Comprehensive income	$	425	$	425		$	620		$	(943	)	$	527
Comprehensive income attributable to noncontrolling interests						(102		)				(102		)
Comprehensive income attributable to Crown Holdings	$	425	$	425		$	518		$	(943	)	$	425

CONDENSED COMBINING STATEMENT OF COMPREHENSIVE INCOME For the year ended December 31, 2012 (in millions)
	Parent		Issuer			Non- Guarantors			Eliminations			Total Company
Net Sales						$	8,470					$	8,470
Cost of products sold, excluding depreciation and amortization						7,013						7,013
Depreciation and amortization						180						180
Gross profit						1,277						1,277
Selling and administrative expense			$	9		373						382
Provision for asbestos			35									35
Provision for restructuring						48						48
Asset impairments and sales						(48		)				(48		)
Net interest expense			90			129						219
Translation and foreign exchange						(1		)				(1		)
Income/(loss) before income taxes			(134		)	776						642
Provision for / (benefit from) income taxes			(36		)	19						(17		)
Equity earnings / (loss) in affiliates	$	559	657						$	(1,211	)	5
Net income	559		559			757			(1,211		)	664
Net income attributable to noncontrolling interests						(105		)				(105		)
Net income attributable to Crown Holdings	$	559	$	559		$	652		$	(1,211	)	$	559
Comprehensive income	$	535	$	535		$	738		$	(1,163	)	$	645
Comprehensive income attributable to noncontrolling interests						(110		)				(110		)
Comprehensive income attributable to Crown Holdings	$	535	$	535		$	628		$	(1,163	)	$	535

CONDENSED COMBINING STATEMENT OF COMPREHENSIVE INCOME For the year ended December 31, 2011 (in millions)
	Parent		Issuer			Non- Guarantors			Eliminations			Total Company
Net Sales						$	8,644					$	8,644
Cost of products sold, excluding depreciation and amortization						7,120						7,120
Depreciation and amortization						176						176
Gross profit						1,348						1,348
Selling and administrative expense			$	10		385						395
Provision for asbestos			28									28
Provision for restructuring						77						77
Asset impairments and sales						6						6
Loss from early extinguishment of debt						32						32
Net interest expense			83			138						221
Translation and foreign exchange						2						2
Income/(loss) before income taxes			(121		)	708						587
Provision for / (benefit from) income taxes			(7		)	201						194
Equity earnings / (loss) in affiliates	$	282	396			3			$	(678	)	3
Net income	282		282			510			(678		)	396
Net income attributable to noncontrolling interests						(114		)				(114		)
Net income attributable to Crown Holdings	$	282	$	282		$	396		$	(678	)	$	282
Comprehensive income	$	19	$	19		$	243		$	(152	)	$	129
Comprehensive income attributable to noncontrolling interests						(110		)				(110		)
Comprehensive income attributable to Crown Holdings	$	19	$	19		$	133		$	(152	)	$	19

Condensed Combining Balance Sheet

	Parent		Issuer		Non- Guarantors		Eliminations			Total Company
Assets
Current assets
Cash and cash equivalents					$	689				$	689
Receivables, net					1,064					1,064
Inventories					1,213					1,213
Prepaid expenses and other current assets	$	1	$	103	110					214
Total current assets	1		103		3,076					3,180
Intercompany debt receivables					1,908		$	(1,908	)	—
Investments	1,176		2,212				(3,388		)	—
Goodwill					2,016					2,016
Property, plant and equipment, net					2,152					2,152
Other non-current assets			349		333					682
Total	$	1,177	$	2,664	$	9,485	$	(5,296	)	$	8,030
Liabilities and equity
Current liabilities
Short-term debt					$	279				$	279
Current maturities of long-term debt					94					94
Accounts payable and accrued liabilities	$	16	$	36	2,495					2,547
Total current liabilities	16		36		2,868					2,920
Long-term debt, excluding current maturities			412		3,057					3,469
Long-term intercompany debt	1,157		751				$	(1,908	)	—
Postretirement and pension liabilities					891					891
Other non-current liabilities			289		172					461
Commitments and contingent liabilities
Noncontrolling interests					285					285
Crown Holdings shareholders’ equity/(deficit)	4		1,176		2,212		(3,388		)	4
Total equity/(deficit)	4		1,176		2,497		(3,388		)	289
Total	$	1,177	$	2,664	$	9,485	$	(5,296	)	$	8,030

	Parent			Issuer		Non- Guarantors		Eliminations			Total Company
Assets
Current assets
Cash and cash equivalents						$	350				$	350
Receivables, net						1,057					1,057
Inventories						1,166					1,166
Prepaid expenses and other current assets	$	1		$	83	93					177
Total current assets	1			83		2,666					2,750
Intercompany debt receivables						1,769		$	(1,769	)	—
Investments	751			1,770				(2,521		)	—
Goodwill						1,998					1,998
Property, plant and equipment, net						2,005					2,005
Other non-current assets				504		243					747
Total	$	752		$	2,357	$	8,681	$	(4,290	)	$	7,500
Liabilities and equity
Current liabilities
Short-term debt						$	261				$	261
Current maturities of long-term debt						115					115
Accounts payable and accrued liabilities	$	18		$	34	2,094					2,146
Total current liabilities	18			34		2,470					2,522
Long-term debt, excluding current maturities				412		2,877					3,289
Long-term intercompany debt	894			875				$	(1,769	)	—
Postretirement and pension liabilities						1,098					1,098
Other non-current liabilities				285		177					462
Commitments and contingent liabilities
Noncontrolling interests						289					289
Crown Holdings shareholders’ equity/(deficit)	(160		)	751		1,770		(2,521		)	(160		)
Total equity/(deficit)	(160		)	751		2,059		(2,521		)	129
Total	$	752		$	2,357	$	8,681	$	(4,290	)	$	7,500

Condensed Combining Statement of Cash Flows

	Parent			Issuer			Non- Guarantors			Eliminations			Total Company
Net cash provided by/(used for) operating activities	$	16		$	37		$	832					$	885
Cash flows from investing activities
Capital expenditures							(275		)				(275		)
Insurance proceeds							8						8
Acquisition of businesses, net of cash acquired							(16		)				(16		)
Proceeds from sale of businesses, net of cash sold				10									10
Proceeds from sale of property, plant and equipment							29						29
Intercompany investing activities				77						$	(77	)	—
Other							(2		)				(2		)
Net cash provided by/(used for) investing activities	—			87			(256		)	(77		)	(246		)
Cash flows from financing activities
Proceeds from long-term debt							1,083						1,083
Payments of long-term debt							(1,022		)				(1,022		)
Net change in revolving credit facility and short-term debt							18						18
Net change in long-term intercompany balances	263			(124		)	(139		)				—
Debt issue costs							(32		)				(32		)
Common stock issued	21												21
Common stock repurchased	(300		)										(300		)
Dividends paid							(77		)	77			—
Purchase of noncontrollling interests							(16		)				(16		)
Dividend paid to noncontrolling interests							(78		)				(78		)
Other							20						20
Net cash provided by/(used for) financing activities	(16		)	(124		)	(243		)	77			(306		)
Effect of exchange rate changes on cash and cash equivalents							6						6
Net change in cash and cash equivalents	—			—			339			—			339
Cash and cash equivalents at January 1							350						350
Cash and cash equivalents at December 31	$	—		$	—		$	689		$	—		$	689

	Parent			Issuer			Non- Guarantors			Eliminations			Total Company
Net cash provided by/(used for) operating activities	$	16		$	(217	)	$	822					$	621
Cash flows from investing activities
Capital expenditures							(324		)				(324		)
Insurance proceeds							48						48
Acquisition of businesses, net of cash acquired							(78		)				(78		)
Proceeds from sale of property, plant and equipment							3						3
Intercompany investing activities				67						$	(67	)	—
Other							(11		)				(11		)
Net cash provided by/(used for) investing activities				67			(362		)	(67		)	(362		)
Cash flows from financing activities
Proceeds from long-term debt							110						110
Payments of long-term debt							(66		)				(66		)
Net change in revolving credit facility and short-term debt							28						28
Net change in long-term intercompany balances	226			150			(376		)				—
Common stock issued	15												15
Common stock repurchased	(257		)										(257		)
Dividends paid							(67		)	67			—
Purchase of noncontrolling interests							(4		)				(4		)
Dividend paid to noncontrolling interests							(79		)				(79		)
Other							(1		)				(1		)
Net cash provided by/(used for) financing activities	(16		)	150			(455		)	67			(254		)
Effect of exchange rate changes on cash and cash equivalents							3						3
Net change in cash and cash equivalents	—			—			8			—			8
Cash and cash equivalents at January 1							342						342
Cash and cash equivalents at December 31	$	—		$	—		$	350		$	—		$	350

CONDENSED COMBINING STATEMENT OF CASH FLOWS For the year ended December 31, 2011 (in millions)
	Parent			Issuer			Non- Guarantors			Eliminations			Total Company
Net cash provided by/(used for) operating activities	$	10		$	(39	)	$	408					$	379
Cash flows from investing activities
Capital expenditures							(401		)				(401		)
Proceeds from sale of business, net of cash sold							4						4
Proceeds from sale of property, plant and equipment							26						26
Intercompany investing activities				49						$	(49	)	—
Other							(1		)				(1		)
Net cash provided by/(used for) investing activities	—			49			(372		)	(49		)	(372		)
Cash flows from financing activities
Proceeds from long-term debt							1,770						1,770
Payments of long-term debt							(1,069		)				(1,069		)
Net change in revolving credit facility and short-term debt							(192		)				(192		)
Net change in long-term intercompany balances	291			86			(377		)				—
Debt issue costs							(22		)				(22		)
Common stock issued	11												11
Common stock repurchased	(312		)										(312		)
Dividends paid							(49		)	49			—
Purchase of noncontrolling interests				(96		)	(106		)				(202		)
Dividend paid to noncontrolling interests							(104		)				(104		)
Other							(9		)				(9		)
Net cash provided by/(used for) financing activities	(10		)	(10		)	(158		)	49			(129		)
Effect of exchange rate changes on cash and cash equivalents							1						1
Net change in cash and cash equivalents	—			—			(121		)	—			(121		)
Cash and cash equivalents at January 1							463						463
Cash and cash equivalents at December 31	$	—		$	—		$	342		$	—		$	342

Crown Americas, LLC, Crown Americas Capital Corp. And Crown Americas Capital Corp. II [Member]

Condensed Combining Statement of Comprehensive Income

CONDENSED COMBINING STATEMENT OF COMPREHENSIVE INCOME For the year ended December 31, 2013 (in millions)
	Parent		Issuer			Guarantors			Non- Guarantors			Eliminations			Total Company
Net sales						$	2,214		$	6,442					$	8,656
Cost of products sold, excluding depreciation and amortization						1,746			5,434						7,180
Depreciation and amortization						29			105						134
Gross profit						439			903						1,342
Selling and administrative expense			$	9		154			262						425
Provision for asbestos						32									32
Provision for restructuring						5			41						46
Asset impairments and sales						(3		)	(9		)				(12		)
Loss from early extinguishment of debt			39			—			2						41
Net interest expense			46			91			94						231
Technology royalty						(48		)	48						—
Translation and foreign exchange									3						3
Income/(loss) before income taxes			(94		)	208			462						576
Provision for / (benefit from) income taxes			(36		)	100			84						148
Equity earnings / (loss) in affiliates	$	324	247			216						$	(787	)	—
Net income	324		189			324			378			(787		)	428
Net income attributable to noncontrolling interests									(104		)				(104		)
Net income attributable to Crown Holdings	$	324	$	189		$	324		$	274		$	(787	)	$	324
Comprehensive income	$	425	$	332		$	425		$	336		$	(991	)	$	527
Comprehensive income attributable to noncontrolling interests									(102		)				(102		)
Comprehensive income attributable to Crown Holdings	$	425	$	332		$	425		$	234		$	(991	)	$	425

CONDENSED COMBINING STATEMENT OF COMPREHENSIVE INCOME For the year ended December 31, 2012 (in millions)
	Parent		Issuer			Guarantors			Non- Guarantors			Eliminations			Total Company
Net sales						$	2,276		$	6,194					$	8,470
Cost of products sold, excluding depreciation and amortization						1,821			5,192						7,013
Depreciation and amortization						40			140						180
Gross profit						415			862						1,277
Selling and administrative expense			$	7		131			244						382
Provision for asbestos						35									35
Provision for restructuring						5			43						48
Asset impairments and sales						(1		)	(47		)				(48		)
Net interest expense			50			90			79						219
Technology royalty						(41		)	41						—
Translation and foreign exchange									(1		)				(1		)
Income/(loss) before income taxes			(57		)	196			503						642
Provision for / (benefit from) income taxes			(22		)	(97		)	102						(17		)
Equity earnings / (loss) in affiliates	$	559	217			266			1			$	(1,038	)	5
Net income	559		182			559			402			(1,038		)	664
Net income attributable to noncontrolling interests									(105		)				(105		)
Net income attributable to Crown Holdings	$	559	$	182		$	559		$	297		$	(1,038	)	$	559
Comprehensive income	$	535	$	162		$	535		$	391		$	(978	)	$	645
Comprehensive income attributable to noncontrolling interests									(110		)				(110		)
Comprehensive income attributable to Crown Holdings	$	535	$	162		$	535		$	281		$	(978	)	$	535

CONDENSED COMBINING STATEMENT OF COMPREHENSIVE INCOME For the year ended December 31, 2011 (in millions)
	Parent		Issuer			Guarantors			Non- Guarantors			Eliminations			Total Company
Net sales						$	2,297		$	6,347					$	8,644
Cost of products sold, excluding depreciation and amortization						1,865			5,255						7,120
Depreciation and amortization						39			137						176
Gross profit						393			955						1,348
Selling and administrative expense			$	6		134			255						395
Provision for asbestos						28									28
Provision for restructuring						2			75						77
Asset impairments and sales						1			5						6
Loss from early extinguishment of debt			30			1			1						32
Net interest expense			49			81			91						221
Technology royalty						(47		)	47						—
Translation and foreign exchange									2						2
Income/(loss) before income taxes			(85		)	193			479						587
Provision for / (benefit from) income taxes			(32		)	114			112						194
Equity earnings / (loss) in affiliates	$	282	237			203						$	(719	)	3
Net income	282		184			282			367			(719		)	396
Net income attributable to noncontrolling interests									(114		)				(114		)
Net income attributable to Crown Holdings	$	282	$	184		$	282		$	253		$	(719	)	$	282
Comprehensive income	$	19	$	160		$	19		$	125		$	(194	)	$	129
Comprehensive income attributable to noncontrolling interests									(110		)				(110		)
Comprehensive income attributable to Crown Holdings	$	19	$	160		$	19		$	15		$	(194	)	$	19

Condensed Combining Balance Sheet

	Parent		Issuer		Guarantors		Non- Guarantors		Eliminations			Total Company
Assets
Current assets
Cash and cash equivalents			$	177	$	2	$	510				$	689
Receivables, net					26		1,038					1,064
Intercompany receivables					30		81		$	(111	)	—
Inventories					266		947					1,213
Prepaid expenses and other current assets	$	1	2		109		102					214
Total current assets	1		179		433		2,678		(111		)	3,180
Intercompany debt receivables			1,476		1,808		19		(3,303		)	—
Investments	1,176		1,917		685				(3,778		)	—
Goodwill					453		1,563					2,016
Property, plant and equipment, net			1		314		1,837					2,152
Other non-current assets			36		388		258					682
Total	$	1,177	$	3,609	$	4,081	$	6,355	$	(7,192	)	$	8,030
Liabilities and equity
Current liabilities
Short-term debt							$	279				$	279
Current maturities of long-term debt							94					94
Accounts payable and accrued liabilities	$	16	$	49	$	466	2,016					2,547
Intercompany payables					81		30		$	(111	)	—
Total current liabilities	16		49		547		2,419		(111		)	2,920
Long-term debt, excluding current maturities			1,920		412		1,137					3,469
Long-term intercompany debt	1,157		594		1,353		199		(3,303		)	—
Postretirement and pension liabilities					299		592					891
Other non-current liabilities					294		167					461
Commitments and contingent liabilities
Noncontrolling interests							285					285
Crown Holdings shareholders’ equity/(deficit)	4		1,046		1,176		1,556		(3,778		)	4
Total equity/(deficit)	4		1,046		1,176		1,841		(3,778		)	289
Total	$	1,177	$	3,609	$	4,081	$	6,355	$	(7,192	)	$	8,030

	Parent			Issuer		Guarantors		Non- Guarantors		Eliminations			Total Company
Assets
Current assets
Cash and cash equivalents				$	27	$	1	$	322				$	350
Receivables, net				2		14		1,041					1,057
Intercompany receivables						7		17		$	(24	)	—
Inventories						282		884					1,166
Prepaid expenses and other current assets	$	1		1		92		83					177
Total current assets	1			30		396		2,347		(24		)	2,750
Intercompany debt receivables				1,530		1,483		279		(3,292		)	—
Investments	751			1,560		608				(2,919		)	—
Goodwill						453		1,545					1,998
Property, plant and equipment, net				1		308		1,696					2,005
Other non-current assets				26		529		192					747
Total	$	752		$	3,147	$	3,777	$	6,059	$	(6,235	)	$	7,500
Liabilities and equity
Current liabilities
Short-term debt								$	261				$	261
Current maturities of long-term debt				$	28			87					115
Accounts payable and accrued liabilities	$	18		33		$	317	1,778					2,146
Intercompany payables						17		7		$	(24	)	—
Total current liabilities	18			61		334		2,133		(24		)	2,522
Long-term debt, excluding current maturities				1,616		412		1,261					3,289
Long-term intercompany debt	894			756		1,447		195		(3,292		)	—
Postretirement and pension liabilities						545		553					1,098
Other non-current liabilities						288		174					462
Commitments and contingent liabilities
Noncontrolling interests								289					289
Crown Holdings shareholders’ equity/(deficit)	(160		)	714		751		1,454		(2,919		)	(160		)
Total equity/(deficit)	(160		)	714		751		1,743		(2,919		)	129
Total	$	752		$	3,147	$	3,777	$	6,059	$	(6,235	)	$	7,500

Condensed Combining Statement of Cash Flows

	Parent			Issuer			Guarantors			Non- Guarantors			Eliminations			Total Company
Net provided by/(used for) operating activities	$	16		$	(18	)	$	352		$	535					$	885
Cash flows from investing activities
Capital expenditures							(37		)	(238		)				(275		)
Insurance proceeds										8						8
Acquisition of businesses, net of cash acquired										(16		)				(16		)
Proceeds from sale of businesses, net of cash sold							10									10
Proceeds from sale of property, plant and equipment							4			25						29
Intercompany investing activities				32			91						$	(123	)	—
Other										(2		)				(2		)
Net cash provided by/(used for) investing activities				32			68			(223		)	(123		)	(246		)
Cash flows from financing activities
Proceeds from long-term debt				1,000						83						1,083
Payments of long-term debt				(730		)				(292		)				(1,022		)
Net change in revolving credit facility and short-term debt										18						18
Net change in long-term intercompany balances	263			(108		)	(419		)	264						—
Debt issue costs				(26		)				(6		)				(32		)
Common stock issued	21															21
Common stock repurchased	(300		)													(300		)
Dividends paid										(123		)	123			—
Purchase of noncontrolling interests										(16		)				(16		)
Dividends paid to noncontrolling interests										(78		)				(78		)
Other										20						20
Net cash provided by/(used for) financing activities	(16		)	136			(419		)	(130		)	123			(306		)
Effect of exchange rate changes on cash and cash equivalents										6						6
Net change in cash and cash equivalents	—			150			1			188			—			339
Cash and cash equivalents at January 1				27			1			322						350
Cash and cash equivalents at December 31	$	—		$	177		$	2		$	510		$	—		$	689

	Parent			Issuer			Guarantors			Non- Guarantors			Eliminations			Total Company
Net provided by/(used for) operating activities	$	16		$	(28	)	$	213		$	420					$	621
Cash flows from investing activities
Capital expenditures							(41		)	(283		)				(324		)
Insurance proceeds										48						48
Acquisition of businesses, net of cash acquired							(29		)	(49		)				(78		)
Proceeds from sale of property, plant and equipment							1			2						3
Intercompany investing activities				29			268						$	(297	)	—
Other										(11		)				(11		)
Net cash provided by/(used for) investing activities	—			29			199			(293		)	(297		)	(362		)
Cash flows from financing activities
Proceeds from long-term debt										110						110
Payments of long-term debt							(1		)	(65		)				(66		)
Net change in revolving credit facility and short-term debt				(104		)				132						28
Net change in long-term intercompany balances	226			109			(408		)	73						—
Common stock issued	15															15
Common stock repurchased	(257		)													(257		)
Dividends paid										(297		)	297			—
Purchase of noncontrolling interests							(3		)	(1		)				(4		)
Dividends paid to noncontrolling interests										(79		)				(79		)
Other										(1		)				(1		)
Net cash provided by/(used for) financing activities	(16		)	5			(412		)	(128		)	297			(254		)
Effect of exchange rate changes on cash and cash equivalents										3						3
Net change in cash and cash equivalents	—			6			—			2			—			8
Cash and cash equivalents at January 1				21			1			320						342
Cash and cash equivalents at December 31	$	—		$	27		$	1		$	322		$	—		$	350

	Parent			Issuer			Guarantors			Non- Guarantors			Eliminations			Total Company
Net provided by/(used for) operating activities	$	10		$	(29	)	$	(127	)	$	525					$	379
Cash flows from investing activities
Capital expenditures							(55		)	(346		)				(401		)
Proceeds from sale of businesses, net of cash sold							4									4
Proceeds from sale of property, plant and equipment										26						26
Intercompany investing activities				31			53						$	(84	)	—
Other							(1		)							(1		)
Net cash provided by/(used for) investing activities	—			31			1			(320		)	(84		)	(372		)
Cash flows from financing activities
Proceeds from long-term debt				1,250						520						1,770
Payments of long-term debt				(746		)	(1		)	(322		)				(1,069		)
Net change in revolving credit facility and short-term debt				(55		)				(137		)				(192		)
Net change in long-term intercompany balances	291			(449		)	223			(65		)				—
Debt issue costs				(19		)				(3		)				(22		)
Common stock issued	11															11
Common stock repurchased	(312		)													(312		)
Dividends paid										(84		)	84			—
Purchase of noncontrolling interests							(96		)	(106		)				(202		)
Dividends paid to noncontrolling interests										(104		)				(104		)
Other										(9		)				(9		)
Net cash provided by/(used for) financing activities	(10		)	(19		)	126			(310		)	84			(129		)
Effect of exchange rate changes on cash and cash equivalents										1						1
Net change in cash and cash equivalents	—			(17		)	—			(104		)	—			(121		)
Cash and cash equivalents at January 1				38			1			424						463
Cash and cash equivalents at December 31	$	—		$	21		$	1		$	320		$	—		$	342

XML

Asset Impairment and Sales (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Asset Impairments And Sales [Line Items]
Asset impairments and sales	$ 12	$ 48	$ (6)
Beverage Can Plant in Thailand [Member]
Asset Impairments And Sales [Line Items]
Asset impairments and sales		31	(4)
Property, plant, and equipment write-down			23
Superior Acquisition [Member]
Asset Impairments And Sales [Line Items]
Gain related to business acquisition		20
Belgium [Member] | Land and Building [Member]
Asset Impairments And Sales [Line Items]
Asset impairments and sales	$ 9

XML

Pension and Other Postretirement Benefits (Summary of Strategic Ranges for Assets Allocation Plan) (Details)	12 Months Ended
	Dec. 31, 2013
Minimum [Member] | Pension Benefits - U.S. Plans [Member]
Defined Benefit Plan Disclosure [Line Items]
Equities, minimum	30.00%
International equities	10.00%
Fixed income	13.00%
Balanced funds	15.00%
Real estate	3.00%
Private equity	3.00%
Hedge funds	2.00%
Minimum [Member] | Pension Benefits - U.K. Plans [Member]
Defined Benefit Plan Disclosure [Line Items]
Investment grade credit	40.00%
Equities, minimum	0.00%
Real estate	0.00%
Private equity	0.00%
Hedge funds	0.00%
Emerging market wealth	0.00%
Alternative credit	0.00%
Other	0.00%
Maximum [Member] | Pension Benefits - U.S. Plans [Member]
Defined Benefit Plan Disclosure [Line Items]
Equities, maximum	40.00%
International equities	15.00%
Fixed income	23.00%
Balanced funds	25.00%
Real estate	7.00%
Private equity	7.00%
Hedge funds	7.00%
Maximum [Member] | Pension Benefits - U.K. Plans [Member]
Defined Benefit Plan Disclosure [Line Items]
Investment grade credit	80.00%
Equities, maximum	30.00%
Real estate	5.00%
Private equity	15.00%
Hedge funds	10.00%
Emerging market wealth	15.00%
Alternative credit	15.00%
Other	5.00%

XML

Capital Stock (Tables)

12 Months Ended

Dec. 31, 2013

Capital Stock [Abstract]

Summary of Common Stock Activity

A summary of common share activity for the years ended December 31 is as follows (in shares):

	2013		2012		2011
Common shares outstanding at January 1	143,136,473		148,449,293		155,256,791
Shares repurchased	(6,925,789	)	(6,954,968	)	(7,965,176	)
Shares issued upon exercise of employee stock options	855,061		1,143,755		666,183
Restricted stock issued to employees, net of forfeitures	1,115,484		468,323		463,885
Shares issued to non-employee directors	26,660		30,070		27,610
Common shares outstanding at December 31	138,207,889		143,136,473		148,449,293

XML

Valuation and Qualifying Accounts and Reserves

12 Months Ended

Dec. 31, 2013

Valuation and Qualifying Accounts [Abstract]

Valuation and Qualifying Accounts and Reserves

SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS AND RESERVES

(In millions)

COLUMN A	COLUMN B		COLUMN C						COLUMN D			COLUMN E
			Additions
Description	Balance at beginning of period		Charged to costs and expense			Charged to other  accounts			Deductions – Write-offs			Balance at end of period
For the year ended December 31, 2013
Allowances deducted from assets to which they apply:
Trade accounts receivable	$	37	$	41		$	2		$	(2	)	$	78
Deferred tax assets	400		(1		)	1			(57		)	343
For the year ended December 31, 2012
Allowances deducted from assets to which they apply:
Trade accounts receivable	37		—			2			(2		)	37
Deferred tax assets	359		56			(15		)	—			400
For the year ended December 31, 2011
Allowances deducted from assets to which they apply:
Trade accounts receivable	40		1			(1		)	(3		)	37
Deferred tax assets	376		(19		)	2			—			359

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Capital Stock (Summary of Common Stock Activity) (Details)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Common shares outstanding at beginning of period	143,136,473	148,449,293	155,256,791
Shares repurchased	(6,925,789)	(6,954,968)	(7,965,176)
Shares issued upon exercise of employee stock options	855,061	1,143,755	666,183
Restricted stock issued to employees, net of forfeitures	1,115,484	468,323	463,885
Shares issued to non-employee directors	26,660	30,070	27,610
Common shares outstanding at end of period	138,207,889	143,136,473	148,449,293

XML

Income Taxes Income Taxes (Effective Income Tax Reconciliation) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Income Tax Disclosure [Abstract]
Statutory income tax rate (as a percent)	35.00%
U.S. statutory rate at 35%	$ 203	$ 223	$ 205
Tax on foreign income	(53)	(70)	(50)
Valuation allowance	1	56	(19)
Tax law changes	11	2	(4)
Other items, net	(14)	(228)	62
Total	$ 148	$ (17)	$ 194

XML

Condensed Combining Financial Information (Condensed Combining Statement Of Comprehensive Income) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Net sales	$ 8,656	$ 8,470	$ 8,644
Cost of products sold, excluding depreciation and amortization	7,180	7,013	7,120
Depreciation and amortization	134	180	176
Gross profit	1,342	1,277	1,348
Selling and administrative expense	425	382	395
Provision for asbestos	32	35	28
Provision for restructuring	46	48	77
Asset impairments and sales	(12)	(48)	6
Loss from early extinguishments of debt	41	0	32
Net interest expense	231	219	221
Technology royalty	0	0	0
Foreign exchange	3	(1)	2
Income before income taxes and equity earnings	576	642	587
Provision for / (benefit from) income taxes	148	(17)	194
Equity earnings / (loss) in affiliates	0	5	3
Net income	428	664	396
Net income attributable to noncontrolling interests	(104)	(105)	(114)
Net income attributable to Crown Holdings	324	559	282
Comprehensive income	527	645	129
Comprehensive income attributable to noncontrolling interests	(102)	(110)	(110)
Comprehensive income attributable to Crown Holdings	425	535	19
Crown European Holdings SA [Member] | Parent [Member]
Net sales
Cost of products sold, excluding depreciation and amortization
Depreciation and amortization
Selling and administrative expense
Provision for asbestos
Provision for restructuring
Asset impairments and sales
Loss from early extinguishments of debt
Net interest expense
Technology royalty
Foreign exchange
Provision for / (benefit from) income taxes
Equity earnings / (loss) in affiliates	324	559	282
Net income	324	559	282
Net income attributable to noncontrolling interests
Net income attributable to Crown Holdings	324	559	282
Comprehensive income	425	535	19
Comprehensive income attributable to noncontrolling interests
Comprehensive income attributable to Crown Holdings	425	535	19
Crown European Holdings SA [Member] | Issuer [Member]
Net sales
Cost of products sold, excluding depreciation and amortization	(1)	(1)	(1)
Depreciation and amortization
Gross profit	1	1	1
Selling and administrative expense	(1)	(2)	(2)
Provision for asbestos
Provision for restructuring
Asset impairments and sales		(977)
Loss from early extinguishments of debt	2		2
Net interest expense	54	57	78
Technology royalty
Foreign exchange
Income before income taxes and equity earnings	(54)	923	(77)
Provision for / (benefit from) income taxes	1	8
Equity earnings / (loss) in affiliates	221	242	239
Net income	166	1,157	162
Net income attributable to noncontrolling interests
Net income attributable to Crown Holdings	166	1,157	162
Comprehensive income	152	1,202	3
Comprehensive income attributable to noncontrolling interests
Comprehensive income attributable to Crown Holdings	152	1,202	3
Crown European Holdings SA [Member] | Guarantors [Member]
Net sales	4,303	4,573	4,780
Cost of products sold, excluding depreciation and amortization	3,512	3,771	3,934
Depreciation and amortization	51	79	82
Gross profit	740	723	764
Selling and administrative expense	315	290	298
Provision for asbestos	32	35	28
Provision for restructuring	36	45	73
Asset impairments and sales	(16)	(1)
Loss from early extinguishments of debt	39		30
Net interest expense	125	121	104
Technology royalty	(33)	(31)	(46)
Foreign exchange	2	(1)	(3)
Income before income taxes and equity earnings	240	265	280
Provision for / (benefit from) income taxes	90	(81)	123
Equity earnings / (loss) in affiliates	174	213	125
Net income	324	559	282
Net income attributable to noncontrolling interests
Net income attributable to Crown Holdings	324	559	282
Comprehensive income	425	535	19
Comprehensive income attributable to noncontrolling interests
Comprehensive income attributable to Crown Holdings	425	535	19
Crown European Holdings SA [Member] | Non-Guarantors [Member]
Net sales	4,353	3,897	3,864
Cost of products sold, excluding depreciation and amortization	3,669	3,243	3,187
Depreciation and amortization	83	101	94
Gross profit	601	553	583
Selling and administrative expense	111	94	99
Provision for asbestos
Provision for restructuring	10	3	4
Asset impairments and sales	4	(47)	4
Loss from early extinguishments of debt
Net interest expense	52	41	39
Technology royalty	33	31	46
Foreign exchange	1		5
Income before income taxes and equity earnings	390	431	386
Provision for / (benefit from) income taxes	57	56	71
Equity earnings / (loss) in affiliates		1
Net income	333	376	315
Net income attributable to noncontrolling interests	(104)	(105)	(114)
Net income attributable to Crown Holdings	229	271	201
Comprehensive income	308	427	219
Comprehensive income attributable to noncontrolling interests	(102)	(110)	(110)
Comprehensive income attributable to Crown Holdings	206	317	109
Crown European Holdings SA [Member] | Eliminations [Member]
Net sales
Cost of products sold, excluding depreciation and amortization
Depreciation and amortization
Selling and administrative expense
Provision for asbestos
Provision for restructuring
Asset impairments and sales		977	2
Loss from early extinguishments of debt
Net interest expense
Technology royalty
Foreign exchange
Income before income taxes and equity earnings	0	(977)	(2)
Provision for / (benefit from) income taxes
Equity earnings / (loss) in affiliates	(719)	(1,010)	(643)
Net income	(719)	(1,987)	(645)
Net income attributable to noncontrolling interests
Net income attributable to Crown Holdings	(719)	(1,987)	(645)
Comprehensive income	(783)	(2,054)	(131)
Comprehensive income attributable to noncontrolling interests
Comprehensive income attributable to Crown Holdings	(783)	(2,054)	(131)
Crown Cork & Seal Company, Inc [Member] | Parent [Member]
Net sales
Cost of products sold, excluding depreciation and amortization
Depreciation and amortization
Gross profit
Selling and administrative expense
Provision for asbestos
Provision for restructuring
Asset impairments and sales
Loss from early extinguishments of debt
Net interest expense
Foreign exchange
Income before income taxes and equity earnings
Provision for / (benefit from) income taxes
Equity earnings / (loss) in affiliates	324	559	282
Net income	324	559	282
Net income attributable to noncontrolling interests
Net income attributable to Crown Holdings	324	559	282
Comprehensive income	425	535	19
Comprehensive income attributable to noncontrolling interests
Comprehensive income attributable to Crown Holdings	425	535	19
Crown Cork & Seal Company, Inc [Member] | Issuer [Member]
Net sales
Cost of products sold, excluding depreciation and amortization	(16)
Depreciation and amortization
Gross profit	16
Selling and administrative expense	6	9	10
Provision for asbestos	32	35	28
Provision for restructuring
Asset impairments and sales	(2)
Loss from early extinguishments of debt
Net interest expense	101	90	83
Foreign exchange
Income before income taxes and equity earnings	(121)	(134)	(121)
Provision for / (benefit from) income taxes	(28)	(36)	(7)
Equity earnings / (loss) in affiliates	417	657	396
Net income	324	559	282
Net income attributable to noncontrolling interests
Net income attributable to Crown Holdings	324	559	282
Comprehensive income	425	535	19
Comprehensive income attributable to noncontrolling interests
Comprehensive income attributable to Crown Holdings	425	535	19
Crown Cork & Seal Company, Inc [Member] | Non-Guarantors [Member]
Net sales	8,656	8,470	8,644
Cost of products sold, excluding depreciation and amortization	7,196	7,013	7,120
Depreciation and amortization	134	180	176
Gross profit	1,326	1,277	1,348
Selling and administrative expense	419	373	385
Provision for asbestos
Provision for restructuring	46	48	77
Asset impairments and sales	(10)	(48)	6
Loss from early extinguishments of debt	41		32
Net interest expense	130	129	138
Foreign exchange	3	(1)	2
Income before income taxes and equity earnings	697	776	708
Provision for / (benefit from) income taxes	176	19	201
Equity earnings / (loss) in affiliates			3
Net income	521	757	510
Net income attributable to noncontrolling interests	(104)	(105)	(114)
Net income attributable to Crown Holdings	417	652	396
Comprehensive income	620	738	243
Comprehensive income attributable to noncontrolling interests	(102)	(110)	(110)
Comprehensive income attributable to Crown Holdings	518	628	133
Crown Cork & Seal Company, Inc [Member] | Eliminations [Member]
Net sales
Cost of products sold, excluding depreciation and amortization
Depreciation and amortization
Gross profit
Selling and administrative expense
Provision for asbestos
Provision for restructuring
Asset impairments and sales
Loss from early extinguishments of debt
Net interest expense
Foreign exchange
Provision for / (benefit from) income taxes
Equity earnings / (loss) in affiliates	(741)	(1,211)	(678)
Net income	(741)	(1,211)	(678)
Net income attributable to noncontrolling interests
Net income attributable to Crown Holdings	(741)	(1,211)	(678)
Comprehensive income	(943)	(1,163)	(152)
Comprehensive income attributable to noncontrolling interests
Comprehensive income attributable to Crown Holdings	(943)	(1,163)	(152)
Crown Americas, LLC, Crown Americas Capital Corp. And Crown Americas Capital Corp. II [Member] | Parent [Member]
Net sales
Cost of products sold, excluding depreciation and amortization
Depreciation and amortization
Selling and administrative expense
Provision for asbestos
Provision for restructuring
Asset impairments and sales
Loss from early extinguishments of debt
Net interest expense
Technology royalty
Foreign exchange
Provision for / (benefit from) income taxes
Equity earnings / (loss) in affiliates	324	559	282
Net income	324	559	282
Net income attributable to noncontrolling interests
Net income attributable to Crown Holdings	324	559	282
Comprehensive income	425	535	19
Comprehensive income attributable to noncontrolling interests
Comprehensive income attributable to Crown Holdings	425	535	19
Crown Americas, LLC, Crown Americas Capital Corp. And Crown Americas Capital Corp. II [Member] | Issuer [Member]
Net sales
Cost of products sold, excluding depreciation and amortization
Depreciation and amortization
Selling and administrative expense	9	7	6
Provision for asbestos
Provision for restructuring
Asset impairments and sales
Loss from early extinguishments of debt	39		30
Net interest expense	46	50	49
Technology royalty
Foreign exchange
Income before income taxes and equity earnings	(94)	(57)	(85)
Provision for / (benefit from) income taxes	(36)	(22)	(32)
Equity earnings / (loss) in affiliates	247	217	237
Net income	189	182	184
Net income attributable to noncontrolling interests
Net income attributable to Crown Holdings	189	182	184
Comprehensive income	332	162	160
Comprehensive income attributable to noncontrolling interests
Comprehensive income attributable to Crown Holdings	332	162	160
Crown Americas, LLC, Crown Americas Capital Corp. And Crown Americas Capital Corp. II [Member] | Guarantors [Member]
Net sales	2,214	2,276	2,297
Cost of products sold, excluding depreciation and amortization	1,746	1,821	1,865
Depreciation and amortization	29	40	39
Gross profit	439	415	393
Selling and administrative expense	154	131	134
Provision for asbestos	32	35	28
Provision for restructuring	5	5	2
Asset impairments and sales	(3)	(1)	1
Loss from early extinguishments of debt	0		1
Net interest expense	91	90	81
Technology royalty	(48)	(41)	(47)
Foreign exchange
Income before income taxes and equity earnings	208	196	193
Provision for / (benefit from) income taxes	100	(97)	114
Equity earnings / (loss) in affiliates	216	266	203
Net income	324	559	282
Net income attributable to noncontrolling interests
Net income attributable to Crown Holdings	324	559	282
Comprehensive income	425	535	19
Comprehensive income attributable to noncontrolling interests
Comprehensive income attributable to Crown Holdings	425	535	19
Crown Americas, LLC, Crown Americas Capital Corp. And Crown Americas Capital Corp. II [Member] | Non-Guarantors [Member]
Net sales	6,442	6,194	6,347
Cost of products sold, excluding depreciation and amortization	5,434	5,192	5,255
Depreciation and amortization	105	140	137
Gross profit	903	862	955
Selling and administrative expense	262	244	255
Provision for asbestos
Provision for restructuring	41	43	75
Asset impairments and sales	(9)	(47)	5
Loss from early extinguishments of debt	2		1
Net interest expense	94	79	91
Technology royalty	48	41	47
Foreign exchange	3	(1)	2
Income before income taxes and equity earnings	462	503	479
Provision for / (benefit from) income taxes	84	102	112
Equity earnings / (loss) in affiliates		1
Net income	378	402	367
Net income attributable to noncontrolling interests	(104)	(105)	(114)
Net income attributable to Crown Holdings	274	297	253
Comprehensive income	336	391	125
Comprehensive income attributable to noncontrolling interests	(102)	(110)	(110)
Comprehensive income attributable to Crown Holdings	234	281	15
Crown Americas, LLC, Crown Americas Capital Corp. And Crown Americas Capital Corp. II [Member] | Eliminations [Member]
Net sales
Cost of products sold, excluding depreciation and amortization
Depreciation and amortization
Selling and administrative expense
Provision for asbestos
Provision for restructuring
Asset impairments and sales
Loss from early extinguishments of debt
Net interest expense
Technology royalty
Foreign exchange
Provision for / (benefit from) income taxes
Equity earnings / (loss) in affiliates	(787)	(1,038)	(719)
Net income	(787)	(1,038)	(719)
Net income attributable to noncontrolling interests
Net income attributable to Crown Holdings	(787)	(1,038)	(719)
Comprehensive income	(991)	(978)	(194)
Comprehensive income attributable to noncontrolling interests
Comprehensive income attributable to Crown Holdings	$ (991)	$ (978)	$ (194)

XML

Asbestos-Related Liabilities (Summary of Percentage of Outstanding Claims Related to Claimants Alleging Serious Diseases) (Details)	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Total Claims [Member]
Causes of Increase (Decrease) in Liability for Unpaid Claims and Claims Adjustment Expense [Line Items]
Claims alleging serious diseases	21.00%	19.00%	18.00%
Pre-1964 Claims in States without Asbestos Legislation [Member]
Causes of Increase (Decrease) in Liability for Unpaid Claims and Claims Adjustment Expense [Line Items]
Claims alleging serious diseases	39.00%	36.00%	33.00%

XML

Debt (Summary of Outstanding Debt) (Details) In Millions, unless otherwise specified																						12 Months Ended		12 Months Ended
	Dec. 31, 2013 USD ($)	Dec. 31, 2012 USD ($)	Dec. 31, 2013 U.S. Dollar at LIBOR plus 1.75% due 2016 [Member] USD ($)	Dec. 31, 2012 U.S. Dollar at LIBOR plus 1.75% due 2016 [Member] USD ($)	Dec. 31, 2013 Euro at EURIBOR plus 1.75% due 2016 [Member] USD ($)	Dec. 31, 2013 Euro at EURIBOR plus 1.75% due 2016 [Member] EUR (€)	Dec. 31, 2012 Euro at EURIBOR plus 1.75% due 2016 [Member] USD ($)	Dec. 31, 2013 U.S. Dollar 7.625% due 2017 [Member] USD ($)	Dec. 31, 2012 U.S. Dollar 7.625% due 2017 [Member] USD ($)	Dec. 31, 2013 Euro 7.125% due 2018 [Member] USD ($)	Dec. 31, 2013 Euro 7.125% due 2018 [Member] EUR (€)	Dec. 31, 2012 Euro 7.125% due 2018 [Member] USD ($)	Dec. 31, 2013 U.S. Dollar 6.25% due 2021 [Member] USD ($)	Dec. 31, 2012 U.S. Dollar 6.25% due 2021 [Member] USD ($)	Dec. 31, 2013 U.S. Dollar 4.5% due 2023 [Member] USD ($)	Jan. 31, 2013 U.S. Dollar 4.5% due 2023 [Member] USD ($)	Dec. 31, 2012 U.S. Dollar 4.5% due 2023 [Member] USD ($)	Dec. 31, 2013 U.S. Dollar 7.375% due 2026 [Member] USD ($)	Dec. 31, 2012 U.S. Dollar 7.375% due 2026 [Member] USD ($)	Dec. 31, 2013 U.S. Dollar 7.50% due 2096 [Member] USD ($)	Dec. 31, 2012 U.S. Dollar 7.50% due 2096 [Member] USD ($)	Dec. 31, 2013 Other Indebtedness Fixed Rate [Member] USD ($)	Dec. 31, 2012 Other Indebtedness Fixed Rate [Member] USD ($)	Dec. 31, 2013 Other Indebtedness Variable Rate [Member] USD ($)	Dec. 31, 2012 Other Indebtedness Variable Rate [Member] USD ($)	Dec. 31, 2013 Securitization [Member] USD ($)	Dec. 31, 2012 Securitization [Member] USD ($)	Dec. 31, 2013 Bank Loans/Over Drafts/Factoring [Member] USD ($)	Dec. 31, 2012 Bank Loans/Over Drafts/Factoring [Member] USD ($)
Debt Instrument [Line Items]
Short-term debt	$ 279	$ 261																								$ 205	$ 203	$ 74	$ 58
Revolving credit facilities	103	45
Term loan facilities			220	550	151	110	362
Senior notes and debentures:								0	400	688	500	659	700	700	1,000	1,000	0	350	350	64	64
Other indebtedness in various currencies																						180	157	109	126
Unamortized discounts	(2)	(9)
Total long-term debt	3,563	3,404
Less: current maturities	(94)	(115)
Total long-term debt, less current maturities	$ 3,469	$ 3,289
Debt instrument stated percentage			1.75%		1.75%	1.75%		7.625%		7.125%	7.125%		6.25%		4.50%	4.50%		7.375%		7.50%
Fixed rate, minimum																						1.00%
Fixed rate, maximum																						8.50%
Variable Rate, minimum																								2.40%
Variable rate, maximum																								6.10%

XML

Accumulated Other Comprehensive Loss Attributable to Crown Holdings (Schedule of AOCI) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Increase (Decrease) in AOCI [Roll Forward]
Balance at beginning of period	$ (2,614)
Other comprehensive income (loss) before reclassifications	3
Amounts reclassified from accumulated other comprehensive income	98
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent	101
Total other comprehensive income (loss)	99	(19)	(267)
Balance at end of period	(2,513)	(2,614)
Defined Benefit Plans [Member]
Increase (Decrease) in AOCI [Roll Forward]
Balance at beginning of period	(1,954)
Other comprehensive income (loss) before reclassifications	60
Amounts reclassified from accumulated other comprehensive income	66
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent	126
Balance at end of period	(1,828)
Foreign Currency Translation [Member]
Increase (Decrease) in AOCI [Roll Forward]
Balance at beginning of period	(648)
Other comprehensive income (loss) before reclassifications	(8)
Amounts reclassified from accumulated other comprehensive income	(2)
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent	(10)
Balance at end of period	(658)
Gains and Losses on Cash Flow Hedges [Member]
Increase (Decrease) in AOCI [Roll Forward]
Balance at beginning of period	(12)
Other comprehensive income (loss) before reclassifications	(49)
Amounts reclassified from accumulated other comprehensive income	34
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent	(15)
Balance at end of period	$ (27)

XML

Pension and Other Postretirement Benefits (Schedule of Changes in Net Loss and Prior Service Cost/(Credit)) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Pension and Other Postretirement Benefit Plans, Accumulated Other Comprehensive Income (Loss) [Roll Forward]
Amortization of net loss and prior service cost	$ 18	$ 19	$ 18
Pension Expense [Member] | Net Loss [Member]
Pension and Other Postretirement Benefit Plans, Accumulated Other Comprehensive Income (Loss) [Roll Forward]
Balance at beginning of period	2,619	2,382	2,135
Reclassification to net periodic benefit cost	(130)	(117)	(97)
Current year (gain)/loss	(47)	295	358
Amendments	0	0	0
Foreign currency translation	24	59	(14)
Balance at end of period	2,466	2,619	2,382
Pension Expense [Member] | Prior Service [Member]
Pension and Other Postretirement Benefit Plans, Accumulated Other Comprehensive Income (Loss) [Roll Forward]
Balance at beginning of period	(102)	4	9
Amortization of net loss and prior service cost	13	0	(5)
Current year (gain)/loss	(1)	0	0
Amendments	0	(106)	(1)
Foreign currency translation	(4)	0	1
Balance at end of period	(94)	(102)	4
Other Postretirement Benefits [Member]
Pension and Other Postretirement Benefit Plans, Accumulated Other Comprehensive Income (Loss) [Roll Forward]
Amendments	(18)	0
Foreign currency translation	(5)	2
Other Postretirement Benefits [Member] | Net Loss [Member]
Pension and Other Postretirement Benefit Plans, Accumulated Other Comprehensive Income (Loss) [Roll Forward]
Balance at beginning of period	157	157	174
Reclassification to net periodic benefit cost	(10)	(14)	(13)
Current year (gain)/loss	(49)	16	(3)
Amendments	0	0	0
Foreign currency translation	(1)	(2)	(1)
Balance at end of period	97	157	157
Other Postretirement Benefits [Member] | Prior Service [Member]
Pension and Other Postretirement Benefit Plans, Accumulated Other Comprehensive Income (Loss) [Roll Forward]
Balance at beginning of period	(269)	(313)	(242)
Amortization of net loss and prior service cost	39	44	36
Current year (gain)/loss	0	0	0
Amendments	(18)	0	(107)
Foreign currency translation	2	0	0
Balance at end of period	$ (246)	$ (269)	$ (313)

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Restructuring (Charges by Action/Type) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Restructuring Cost and Reserve [Line Items]
Restructuring charges	$ 46	$ 48	$ 77
Termination Benefits [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring charges	35	35	56
Other Exit Costs [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring charges	11	13	21
North America Food [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring charges	5	3	3
Europe Food [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring charges	14	15	9
European Beverage [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring charges	2	0	0
Asia Pacific [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring charges	1	4	0
Non-reportable Segments [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring charges	16	18	45
Corporate [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring charges	$ 8	$ 8	$ 20

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Stock-Based Compensation (Summary of Restricted Stock Transactions) (Details) (USD $)	12 Months Ended					1 Months Ended	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2013 Time Vested Stock [Member]	Dec. 31, 2013 Performance-Based-Achieved [Member]	May 31, 2013 Time-Vested Restricted Stock [Member]	Dec. 31, 2013 Time-Vested Restricted Stock [Member]	Dec. 31, 2013 Performance-Based Restricted Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Grant date fair value of shares awarded (in usd per share)					$ 37.91
Percentage of shares awarded based on market performance achieved					141.00%
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Nonvested shares outstanding at beginning of period (in shares)	898,190
Time-vesting, net of forfeitures (in shares)				1,275,078
Performance-based (in shares)	1,115,484	468,323	463,885			700,000		243,251
Performance-based – achieved 141% level (grant-date fair value of $37.91) (in shares)					93,755
Stock released during the period (in shares)							(144,623)	(229,624)
Performance-based awards – achieved 141% level (in shares)					(93,755)
Nonvested shares outstanding at end of period (in shares)	2,042,272.000000	898,190

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Stock-Based Compensation (Narrative) (Details) (USD $) In Millions, except Share data, unless otherwise specified	12 Months Ended										1 Months Ended	12 Months Ended				1 Months Ended	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2013 Non-Employee Directors [Member]	Dec. 31, 2013 Stock Option [Member]	Dec. 31, 2013 Stock Options [Member]	Dec. 31, 2012 Stock Options [Member]	Dec. 31, 2011 Stock Options [Member]	Dec. 31, 2013 Stock Options [Member] Minimum [Member]	Dec. 31, 2013 Stock Options [Member] Maximum [Member]	May 31, 2013 Time-Vested Restricted Stock [Member]	Dec. 31, 2013 Time-Vested Restricted Stock [Member]	Dec. 31, 2013 Performance-Based Restricted Stock [Member]	Dec. 31, 2013 Performance-Based Restricted Stock [Member] Minimum [Member]	Dec. 31, 2013 Performance-Based Restricted Stock [Member] Maximum [Member]	May 31, 2013 Time-vested Deferred Stock Awards [Member]	Dec. 31, 2013 Time Vested Stock [Member]	Dec. 31, 2013 Performance-Based-Achieved [Member]	Dec. 31, 2013 Restricted Stock [Member]	Dec. 31, 2012 Restricted Stock [Member]	Dec. 31, 2011 Restricted Stock [Member]	Dec. 31, 2013 the Plan [Member]	Apr. 30, 2013 the Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares reserved for future issuance																						5,000,000	6,200,000
Contractual term of outstanding stock options					10 years
Vesting period (in years) for shares awarded						6 years						3 years					4 years
Vesting percentage of options granted						20.00%
Aggregate intrinsic value of options outstanding						$ 40
Aggregate intrinsic value of options exercised						17	27	15
Aggregate intrinsic value for outstanding stock options fully vested or expected to vest						40
Weighted average remaining contractual life for outstanding stock options vested or expected to vest (in years)						2 years 8 months 8 days
Aggregate intrinsic value for outstanding stock options exercisable						39
Weighted average remaining contractual life for outstanding stock options exercisable (in years)						2 years 5 months 18 days
Unrecognized compensation cost						1													51
Weighted average recognition period, in years						3 years 2 months 15 days													3 years 3 months 0 days
Method of measuring cost of award						Black-Scholes option pricing model
Stock option grants (in shares)	0	0
Weighted average grant-date fair values for options granted during period								$ 14.98
Annual forfeiture rate									3.00%	6.00%							5.00%
Award vesting period													3 years
Level of performance achieved based on shares awarded, minimum														0.00%
Level of performance achieved based on shares awarded, maximum															200.00%
Performance-based (in shares)	1,115,484	468,323	463,885								700,000					500,000
Number of additional shares issued																		93,755
Percentage of shares awarded on market performance target (as a percent)																		100.00%
Percentage of shares awarded on market performance in excess of target (as a percent)																		41.00%
Aggregate market value of the shares released and issued on the vesting dates																			18
Stock-based compensation expense				$ 1		$ 1	$ 5	$ 5											$ 20	$ 12	$ 12

XML

Stock-Based Compensation (Schedule of Grant Date Fair Value of Restricted Stock) (Details) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Time-Vested Restricted Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Average grant-date fair value of restricted stock awarded (in usd per share)	$ 43.19	$ 33.75	$ 33.70
Performance-Based Restricted Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Average grant-date fair value of restricted stock awarded (in usd per share)	$ 36.75	$ 39.52	$ 41.69
Time-vested Deferred Stock Awards [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Average grant-date fair value of restricted stock awarded (in usd per share)	$ 43.79

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Restructuring (Components of Outstanding Restructuring Reserve and Movements) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Restructuring Reserve [Roll Forward]
Provisions	$ 46	$ 48	$ 77
Termination Benefits [Member]
Restructuring Reserve [Roll Forward]
Provisions	35	35	56
Other Exit Costs [Member]
Restructuring Reserve [Roll Forward]
Provisions	11	13	21
2011 European Division Headquarters Relocation [Member]
Restructuring Reserve [Roll Forward]
Balance at beginning of period	22	19
Provisions	3	3
Payments made	(7)
Balance at end of period	18	22
2011 European Division Headquarters Relocation [Member] | Termination Benefits [Member]
Restructuring Reserve [Roll Forward]
Balance at beginning of period	0	0
Provisions	0	0
Payments made	0
Balance at end of period	0	0
2011 European Division Headquarters Relocation [Member] | Other Exit Costs [Member]
Restructuring Reserve [Roll Forward]
Balance at beginning of period	22	19
Provisions	3	3
Payments made	(7)
Balance at end of period	18	22
2012 European Food Actions [Member]
Restructuring Reserve [Roll Forward]
Balance at beginning of period	18	10
Provisions	2	15
Payments made	(14)	(8)
Foreign currency translation		1
Balance at end of period	6	18
2012 European Food Actions [Member] | Termination Benefits [Member]
Restructuring Reserve [Roll Forward]
Balance at beginning of period	18	10
Provisions	0	14
Payments made	(12)	(7)
Foreign currency translation		1
Balance at end of period	6	18
2012 European Food Actions [Member] | Other Exit Costs [Member]
Restructuring Reserve [Roll Forward]
Balance at beginning of period	0	0
Provisions	2	1
Payments made	(2)	(1)
Foreign currency translation		0
Balance at end of period	0	0
2011 and 2012 European Division Actions [Member]
Restructuring Reserve [Roll Forward]
Balance at beginning of period	37	45
Provisions	4	18
Payments made	(24)	(26)
Foreign currency translation	(1)
Balance at end of period	16	37
2011 and 2012 European Division Actions [Member] | Termination Benefits [Member]
Restructuring Reserve [Roll Forward]
Balance at beginning of period	37	45
Provisions	0	15
Payments made	(20)	(23)
Foreign currency translation	(1)
Balance at end of period	16	37
2011 and 2012 European Division Actions [Member] | Other Exit Costs [Member]
Restructuring Reserve [Roll Forward]
Balance at beginning of period	0	0
Provisions	4	3
Payments made	(4)	(3)
Foreign currency translation	0
Balance at end of period	0	0
2013 European Division Actions [Member]
Restructuring Reserve [Roll Forward]
Balance at beginning of period	0
Provisions	31
Payments made	(5)
Foreign currency translation	1
Balance at end of period	27
2013 European Division Actions [Member] | Termination Benefits [Member]
Restructuring Reserve [Roll Forward]
Balance at beginning of period	0
Provisions	31
Payments made	(5)
Foreign currency translation	1
Balance at end of period	27
2013 European Division Actions [Member] | Other Exit Costs [Member]
Restructuring Reserve [Roll Forward]
Balance at beginning of period	0
Provisions	0
Payments made	0
Foreign currency translation	0
Balance at end of period	$ 0

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Asbestos-Related Liabilities (Summary of Asbestos Claims Cash Payments by Company) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Liability for Asbestos and Environmental Claims [Abstract]
Asbestos-related payments	$ 28	$ 28	$ 28
Settled claims payments (included in asbestos-related payments above)	$ 21	$ 20	$ 20

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Derivative and Other Financial Instruments

12 Months Ended

Dec. 31, 2013

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Financial Instruments

Derivative and Other Financial Instruments

Fair Value Measurements

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

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

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

Fair value disclosures for financial assets and liabilities that were accounted for at fair value on a recurring basis are provided later in this note. In addition, see Note Q for fair value disclosures related to debt.

Derivative Financial Instruments

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

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

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

Cash Flow Hedges

The Company designates certain derivative financial instruments as cash flow hedges. No components of the hedging instruments are excluded from the assessment of hedge effectiveness. Changes in fair value of outstanding derivatives accounted for as cash flow hedges, except any ineffective portion, are recorded in other comprehensive income until earnings are impacted by the hedged transaction. Classification of the gain or loss in the Consolidated Statements of Operations upon release from comprehensive income is the same as that of the underlying exposure. Contracts outstanding at December 31, 2013 mature between one and thirty-four months.

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

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

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

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

	Amount of gain/(loss)						Amount of gain/(loss)
	recognized in AOCI						reclassified from AOCI
	(effective portion)						into earnings
Derivatives in cash flow hedges	2013			2012			2013			2012
Foreign exchange	$	(5	)	$	—		$	(2	)	$	—		(1)
Commodities	(44		)	(82		)	(32		)	(46		)	(2)
Total	$	(49	)	$	(82	)	$	(34	)	$	(46	)

(1) Within the Statement of Operations for the twelve months ended December 31, 2013, a gain of $7 was recognized in cost of products sold and a loss of $9 was recognized in net sales. During the twelve months ended December 31, 2012, a gain of $14 was recognized in cost of products sold and a loss of $14 recognized in net sales.

(2) Within the Statement of Operations for the twelve months ended December 31, 2013, a loss of $43, including a reduction of $2 for ineffectiveness, was recognized in cost of products sold and a tax benefit of $11 was recognized in income tax expense. During the twelve months ended December 31, 2012, a gain of $60, including $3 of ineffectiveness, was recognized in cost of products sold and a tax charge of $14 was recognized in income tax expense.

For the twelve-month period ending December 31, 2014, a net loss of $32 ($25, net of tax) is expected to be reclassified to earnings. No amounts were reclassified during the twelve months ended December 31, 2013 and 2012 in connection with anticipated transactions that were no longer considered probable.

Fair Value Hedges and Contracts Not Designated as Hedges

The Company designates certain derivative financial instruments as fair value hedges of recognized foreign-denominated assets and liabilities, generally trade accounts receivable and payable and unrecognized firm commitments. The notional values and maturity dates of the derivative instruments coincide with those of the hedged items. Changes in fair value of the derivative financial instruments, excluding time value, are offset by changes in fair value of the related hedged items.

Other than for firm commitments, amounts related to time value are excluded from the assessment and measurement of hedge effectiveness and are reported in earnings. Less than $1 was reported in earnings for the twelve months ended December 31, 2013.

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

The impact on earnings from foreign exchange contracts designated as fair value hedges was a gain of less than $1 for the twelve months ended December 31, 2013 and a gain of $4 for the twelve months ended December 31, 2012. The impact on earnings from foreign exchange contracts not designated as hedges was a gain of $4 for the twelve months ended December 31, 2013 and a gain of $2 for the same period in 2012. These adjustments were reported within translation and foreign exchange in the Consolidated Statements of Operations and were offset by changes in the fair values of the related hedged item.

Fair Values of Derivative Financial Instruments and Valuation Hierarchy

The following table sets forth the fair value hierarchy for the Company's financial assets and liabilities that were accounted for at fair value on a recurring basis as of December 31, 2013 and December 31, 2012, respectively.

Derivative Assets	Balance Sheet Classification	Fair Value Hierarchy	December 31, 2013		December 31, 2012
Derivatives designated as hedges:
Foreign exchange	Other current assets	2	$	29	$	5
Commodities	Other current assets	1	—		5
Commodities	Other non-current assets	1	—		1
Derivatives not designated as hedges:
Foreign exchange	Other current assets	2	8		11
	Total		$	37	$	22
Derivative Liabilities	Balance Sheet Classification
Derivatives designated as hedges:
Foreign exchange	Accounts payable and accrued liabilities	2	$	30	$	6
Commodities	Accounts payable and accrued liabilities	1	27		17
Commodities	Other non-current liabilities	1	2		3
Derivatives not designated as hedges:
Foreign exchange	Accounts payable and accrued liabilities	2	1		4
	Total		$	60	$	30

Offsetting of Derivative Assets and Liabilities

Certain derivative financial instruments are subject to agreements with counterparties similar to master netting arrangements and are eligible for offset. The Company has made an accounting policy election not to offset the fair values of these instruments within the statement of financial position. In the table below, the aggregate fair values of the the Company's derivative assets and liabilities are presented on both a gross and net basis, where appropriate.

	Gross Amounts Recognized in the Balance Sheet	Gross Amounts Not Offset in the Balance Sheet	Net Amount
Balance at December 31, 2013
Derivative Assets	37	2	35
Derivative Liabilities	60	2	58
Balance at December 31, 2012
Derivative Assets	22	7	15
Derivative Liabilities	30	7	23

Notional Values of Outstanding Derivative Instruments

The aggregate U.S. dollar-equivalent notional values of outstanding derivative instruments in the Consolidated Balance Sheets at December 31, 2013 and December 31, 2012 were:

	December 31, 2013		December 31, 2012
Derivatives in cash flow hedges:
Foreign exchange	$	724	$	471
Commodities	379		434
Derivatives in fair value hedges:
Foreign exchange	128		105
Derivatives not designated as hedges:
Foreign exchange	675		924

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Noncontrolling Interests (Tables)

12 Months Ended

Dec. 31, 2013

Noncontrolling Interest [Abstract]

Effect on Net Income Attributable to Company for Purchases of Noncontrolling Interests

The accounting guidance requires changes in noncontrolling interests that do not result in a change of control and where there is a difference between fair value and carrying value to be accounted for as equity transactions. The effect on net income attributable to the Company had the purchases of noncontrolling interests been recorded through net income is as follows:

	2013			2012		2011
Net income attributable to Crown Holdings	$	324		$	559	$	282
Transfers to noncontrolling interests – Decrease in paid-in-capital for purchase of noncontrolling interests	(3		)	—		(119		)
Net income attributable to Crown Holdings after transfers to noncontrolling interests	$	321		$	559	$	163

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Accounts Payable and Accrued Liabilities (Tables)

12 Months Ended

Dec. 31, 2013

Accounts Payable and Accrued Liabilities, Current [Abstract]

Components of Accounts Payable and Accrued Liabilities

	2013		2012
Trade accounts payable	$	1,768	$	1,470
Salaries, wages and other employee benefits, including pension and postretirement	164		168
Accrued taxes, other than on income	118		117
Restructuring	60		70
Accrued interest	68		47
Fair value of derivatives	58		27
Asbestos liabilities	28		25
Income taxes payable	19		12
Deferred taxes	30		15
Other	234		195
	$	2,547	$	2,146

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Restructuring (Narrative) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Restructuring Cost and Reserve [Line Items]
Provision for restructuring	$ 46	$ 48	$ 77
2011 European Division Headquarters Relocation [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring costs incurred to date	40
Provision for restructuring	3	3
2012 European Food Actions [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring costs incurred to date	17
Headcount reduction due to consolidation (in employees)	165
Business capacity reduction (as a percent)	7.00%
Expected additional restructuring costs	1
Estimated aggregate cost at completion	18
Provision for restructuring	2	15
2011 and 2012 European Division Actions [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring costs incurred to date	67
Headcount reduction due to consolidation (in employees)	474
Business capacity reduction (as a percent)	20.00%
Expected additional restructuring costs	2
Estimated aggregate cost at completion	69
Provision for restructuring	4	18
2013 European Division Actions [Member]
Restructuring Cost and Reserve [Line Items]
Headcount reduction due to consolidation (in employees)	235
Provision for restructuring	31
North America Food [Member]
Restructuring Cost and Reserve [Line Items]
Expected additional restructuring costs	16
Provision for restructuring	$ 5	$ 3	$ 3

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Noncontrolling Interests (Narrative) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Purchase of noncontrolling interests	$ 16	$ 4	$ 202
Dubai [Member]
Percentage of ownership interest in subsidiary			100.00%
Beijing [Member]
Percentage of ownership interest in subsidiary			100.00%
Shanghai [Member]
Percentage of ownership interest in subsidiary			100.00%
Jordan [Member]
Percentage of ownership interest in subsidiary			60.00%
Tunisia [Member]
Percentage of ownership interest in subsidiary			60.00%

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Receivables (Tables)

12 Months Ended

Dec. 31, 2013

Receivables [Abstract]

Schedule of Receivables

	2013			2012
Accounts receivable	$	962		$	922
Less: allowance for doubtful accounts	(78		)	(37		)
Net trade receivables	884			885
Miscellaneous receivables	180			172
	$	1,064		$	1,057

Schedule of Amounts Securitized or Factored

At December 31, amounts securitized or factored were as follows:

	2013		2012
Accounted for as secured borrowings	$	233	$	216
Accounted for as sales	$	348	$	312

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Pension and Other Postretirement Benefits (Tables)

12 Months Ended

Dec. 31, 2013

Defined Benefit Plan Disclosure [Line Items]

Schedule of Projected Benefit Obligations

The projected benefit obligations, accumulated benefit obligations, plan assets and funded status of the Company's U.S. and Non-U.S. plans is as follows:

	U.S. Plans						Non-U.S. Plans
	2013			2012			2013			2012
Projected Benefit Obligations
Benefit obligations at January 1	$	1,609		$	1,502		$	3,572		$	3,256
Service cost	15			12			24			26
Interest cost	62			69			138			153
Plan participants’ contributions	—			1			4			5
Amendments	2			2			(1		)	(108		)
Actuarial (gain) / loss	(122		)	131			46			279
Benefits paid	(112		)	(108		)	(189		)	(181		)
Foreign currency translation	—			—			57			142
Benefit obligations at December 31	$	1,454		$	1,609		$	3,651		$	3,572
Plan Assets
Fair value of plan assets at January 1	$	1,292		$	1,172		$	3,116		$	2,894
Actual return on plan assets	162			195			85			201
Employer contributions	7			32			77			70
Plan participants’ contributions	—			1			4			5
Benefits paid	(112		)	(108		)	(189		)	(181		)
Foreign currency translation	—			—			42			127
Fair value of plan assets at December 31	$	1,349		$	1,292		$	3,135		$	3,116
Funded Status	$	(105	)	$	(317	)	$	(516	)	$	(456	)
Accumulated benefit obligations at December 31	$	1,423		$	1,575		$	3,488		$	3,427

Schedule of Defined Benefit Plan Assets

The levels assigned to the defined benefit plan assets as of December 31, 2013 and 2012 are summarized in the tables below:

	2013
	U.S. plan assets		Non-U.S. plan assets		Total
Level 1
Cash and cash equivalents	$	68	$	125	$	193
Global large cap equity	—		76		76
U.S. large cap equity	170		50		220
U.S. mid/small cap equity	257		16		273
Mutual funds – global equity	214		—		214
Mutual funds – U.S. equity	93		—		93
Mutual funds – fixed income	147		—		147
	949		267		1,216
Level 2
Government issued debt securities	50		504		554
Corporate debt securities	103		133		236
Asset backed securities	11		7		18
Structured debt	2		685		687
Insurance contracts	—		12		12
Derivatives	—		64		64
Investment funds – fixed income	16		442		458
Investment funds – global equity	—		317		317
Investment funds – emerging markets	40		157		197
	222		2,321		2,543
Level 3
Investment funds – real estate	47		88		135
Hedge funds	75		150		225
Private equity	37		298		335
Real estate – direct	17		5		22
	176		541		717
Total	$	1,347	$	3,129	$	4,476

	2012
	U.S. plan assets		Non-U.S. plan assets		Total
Level 1
Cash and cash equivalents	$	92	$	158	$	250
Global large cap equity	—		62		62
U.S. large cap equity	146		37		183
U.S. mid/small cap equity	246		14		260
Mutual funds – global equity	183		—		183
Mutual funds – U.S. equity	88		—		88
Mutual funds – fixed income	138		—		138
	893		271		1,164
Level 2
Government issued debt securities	59		542		601
Corporate debt securities	95		162		257
Asset backed securities	3		4		7
Structured debt	7		628		635
Insurance contracts	—		13		13
Derivatives	—		98		98
Investment funds – fixed income	14		404		418
Investment funds – global equity	—		257		257
Investment funds – emerging markets	43		174		217
	221		2,282		2,503
Level 3
Investment funds – real estate	42		88		130
Hedge funds	70		144		214
Private equity	48		321		369
Real estate – direct	16		5		21
	176		558		734
Total	$	1,290	$	3,111	$	4,401

Accrued income excluded from the table above is as follows:

	2013	2012
U.S. plan assets	2	2
Non-U.S. plan assets	6	5

Schedule of Plan Assets Measured Using Significant Unobservable Inputs

The following tables reconcile the beginning and ending balances of plan assets measured using significant unobservable inputs (Level 3).

	Hedge funds			Private equity			Real Estate			Total
Balance at January 1, 2012	$	284		$	385		$	108		$	777
Foreign currency translation	7			14			4			25
Asset returns – assets held at reporting date	6			(39		)	14			(19		)
Asset returns – assets sold during the period	18			49			4			71
Purchases, sales and settlements, net	(101		)	(40		)	21			(120		)
Balance at December 31, 2012	214			369			151			734
Foreign currency translation	3			7			1			11
Asset returns – assets held at reporting date	8			(11		)	7			4
Asset returns – assets sold during the period	7			43			1			51
Purchases, sales and settlements, net	(7		)	(73		)	(3		)	(83		)
December 31, 2013	$	225		$	335		$	157		$	717

Schedule of Pension Assets/(Liabilities)

Pension assets/(liabilities) included in the Consolidated Balance Sheets were:

	2013		2012
Non-current assets	$	21	$	—
Current liabilities	7		9
Non-current liabilities	635		764

Schedule of Expected Future Benefit Payments

Expected future benefit payments as of December 31, 2013 were:

	U.S. plans		Non-U.S. plans
2014	$	109	$	192
2015	140		195
2016	107		203
2017	112		208
2018	104		214
2019 - 2023	507		1,127

Schedule of Benefit Obligations Weighted Average Actuarial Assumptions

The weighted average actuarial assumptions used to calculate the benefit obligations at December 31 were:

U.S.	2013		2012		2011
Discount rate	4.8	%	4.0	%	4.8	%
Compensation increase	3.0	%	3.0	%	3.0	%

Non-U.S.	2013		2012		2011
Discount rate	4.4	%	4.1	%	4.7	%
Compensation increase	3.2	%	2.8	%	3.3	%

The weighted average actuarial assumptions used to calculate pension expense for each year were:

U.S.	2013		2012		2011
Discount rate	4.0	%	4.8	%	5.1	%
Compensation increase	3.0	%	3.0	%	3.0	%
Long-term rate of return	8.00	%	8.00	%	8.75	%

Non-U.S.	2013		2012		2011
Discount rate	4.1	%	4.7	%	5.4	%
Compensation increase	2.8	%	3.3	%	3.3	%
Long-term rate of return	6.0	%	6.4	%	7.0	%

Schedule of Amounts Recognized in Other Comprehensive Income (Loss)

Other Comprehensive Income. Amounts recorded in other comprehensive income were net of tax as follows:

	2013			2012		2011
Amortization of net loss and prior service cost	$	18		$	19	$	18
Net loss and prior service cost adjustments arising in the current year	(39		)	60		52

Pension Expense [Member]

Defined Benefit Plan Disclosure [Line Items]

Schedule of Changes in Net Loss and Prior Service Cost/(Credit)

Changes in the net loss and prior service cost/(credit) for the Company’s pension plans were:

	2013						2012						2011
	Net loss			Prior service			Net loss			Prior service			Net loss			Prior service
Balance at January 1	$	2,619		$	(102	)	$	2,382		$	4		$	2,135		$	9
Reclassification to net periodic benefit cost	(130		)	13			(117		)	—			(97		)	(5		)
Current year loss/(gain)	(47		)	(1		)	295			—			358			—
Amendments	—			—			—			(106		)	—			(1		)
Foreign currency translation	24			(4		)	59			—			(14		)	1
Balance at December 31	$	2,466		$	(94	)	$	2,619		$	(102	)	$	2,382		$	4

Pension Benefits - U.S. Plans [Member]

Defined Benefit Plan Disclosure [Line Items]

Components of Net Periodic Pension and Other Postretirement Benefits Costs

The components of pension expense were as follows:

U.S. Plans	2013			2012			2011
Service cost	$	15		$	12		$	11
Interest cost	62			69			72
Expected return on plan assets	(99		)	(94		)	(80		)
Amortization of actuarial loss	55			56			47
Amortization of prior service cost	1			—			3
Net periodic cost	$	34		$	43		$	53

Schedule of Accumulated Benefit Obligations in Excess of Plan Assets

Information for pension plans with accumulated benefit obligations in excess of plan assets is as follows:

U.S.	2013		2012
Projected benefit obligations	$	1,454	$	1,609
Accumulated benefit obligations	1,423		1,575
Fair value of plan assets	1,349		1,292

Schedule of Defined Benefit Plan Assets

The strategic ranges for asset allocation in the U.S. plan are as follows:

U.S. equities	30	%	to	40	%
International equities	10	%	to	15	%
Fixed income	13	%	to	23	%
Balanced funds	15	%	to	25	%
Real estate	3	%	to	7	%
Private equity	3	%	to	7	%
Hedge funds	2	%	to	7	%

Pension Benefits - Non-U.S. Plans [Member]

Defined Benefit Plan Disclosure [Line Items]

Components of Net Periodic Pension and Other Postretirement Benefits Costs

Non-U.S. Plans	2013			2012			2011
Service cost	$	24		$	26		$	27
Interest cost	138			153			161
Expected return on plan assets	(176		)	(186		)	(196		)
Settlements	(2		)	—			—
Amortization of actuarial loss	71			61			50
Amortization of prior service cost/(credit)	(14		)	—			2
Net periodic cost	$	41		$	54		$	44

Schedule of Accumulated Benefit Obligations in Excess of Plan Assets

Non-U.S.	2013		2012
Projected benefit obligations	$	3,318	$	3,559
Accumulated benefit obligations	3,187		3,427
Fair value of plan assets	2,800		3,104

Pension Benefits - U.K. Plans [Member]

Defined Benefit Plan Disclosure [Line Items]

Schedule of Defined Benefit Plan Assets

The strategic ranges for asset allocation in the U.K. plan are as follows:

Investment grade credit	40	%	to	80	%
Equities	0	%	to	30	%
Hedge funds	0	%	to	10	%
Real estate	0	%	to	5	%
Private equity	0	%	to	15	%
Emerging market wealth	0	%	to	15	%
Alternative credit	0	%	to	15	%
Other	0	%	to	5	%

Other Postretirement Benefits [Member]

Defined Benefit Plan Disclosure [Line Items]

Schedule of Changes in Net Loss and Prior Service Cost/(Credit)

Changes in the net loss and prior service credit for the Company’s postretirement benefit plans were:

	2013						2012						2011
	Net loss			Prior service			Net loss			Prior service			Net loss			Prior service
Balance at January 1	$	157		$	(269	)	$	157		$	(313	)	$	174		$	(242	)
Reclassification to net periodic benefit cost	(10		)	39			(14		)	44			(13		)	36
Current year (gain)/loss	(49		)	—			16			—			(3		)	—
Amendments	—			(18		)	—			—			—			(107		)
Foreign currency translation	(1		)	2			(2		)	—			(1		)	—
Balance at December 31	$	97		$	(246	)	$	157		$	(269	)	$	157		$	(313	)

Schedule of Expected Future Benefit Payments

Expected future benefit payments, as of December 31, 2013, net of expected Medicare Part D subsidies of $6 in the aggregate were:

	Benefit Payments
2014	$	21
2015	21
2016	20
2017	20
2018	20
2019 - 2023	92

Components of Postretirement Benefit Cost

The components of net postretirement benefits cost were as follows:

Other Postretirement Benefits	2013			2012			2011
Service cost	$	3		$	3		$	8
Interest cost	13			16			20
Amortization of prior service credit	(39		)	(44		)	(36		)
Amortization of actuarial loss	10			14			13
Net periodic (benefit) / cost	$	(13	)	$	(11	)	$	5

Schedule of Changes in Postretirement Benefit Obligations

Changes in the benefit obligations were:

	2013			2012
Benefit obligations at January 1	$	352		$	337
Service cost	3			3
Interest cost	13			16
Amendments	(18		)	—
Actuarial loss/(gain)	(49		)	16
Benefits paid	(22		)	(22		)
Foreign currency translation	(5		)	2
Benefit obligations at December 31	$	274		$	352

Schedule of Assumed Health Care Cost Trend Rates

The assumed health care cost trend rates at December 31, 2013 are as follows:

Health care cost trend rate assumed for next year	5.8	%
Rate that the cost trend rate gradually declines to	4.4	%
Year that the rate reaches the rate it is assumed to remain	2020

Schedule of One-Percentage-Point Change in Assumed Health Care Cost Trend Rates

A one-percentage-point change in assumed health care cost trend rates would have the following effects:

	One percentage point
	Increase		Decrease
Effect on total service and interest cost	$	2	$	2
Effect on postretirement benefit obligation	$	20	$	17

Schedule of Defined Benefit Plans Weighted Average Discount Rate

Weighted average discount rates used to calculate the benefit obligations at the end of each year and the cost for each year are presented below.

	2013		2012		2011
Benefit obligations	4.8	%	4.1	%	4.9	%
Cost	4.1	%	4.9	%	5.1	%

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Other Non-Current Liabilities (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Other Liabilities Disclosure [Abstract]
Asbestos liabilities	$ 232	$ 231
Postemployment benefits	28	37
Income taxes payable	22	29
Deferred taxes	31	23
Environmental	12	12
Fair value of derivatives	2	3
Other	134	127
Other non-current liabilities	$ 461	$ 462

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Pension and Other Postretirement Benefits (Assumptions Used) (Details)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Benefit Obligation [Abstract]
Discount rate	4.80%	4.10%	4.90%
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract]
Discount rate	4.10%	4.90%	5.10%
Pension Benefits - U.S. Plans [Member]
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Benefit Obligation [Abstract]
Discount rate	4.80%	4.00%	4.80%
Compensation increase	3.00%	3.00%	3.00%
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract]
Discount rate	4.00%	4.80%	5.10%
Compensation increase	3.00%	3.00%	3.00%
Long-term rate of return	8.00%	8.00%	8.75%
Pension Benefits - Non-U.S. Plans [Member]
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Benefit Obligation [Abstract]
Discount rate	4.40%	4.10%	4.70%
Compensation increase	3.20%	2.80%	3.30%
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract]
Discount rate	4.10%	4.70%	5.40%
Compensation increase	2.80%	3.30%	3.30%
Long-term rate of return	6.00%	6.40%	7.00%

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Receivables (Schedule of Amounts Securitized or Factored) (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Receivables [Abstract]
Accounted for as secured borrowings	$ 233	$ 216
Accounted for as sales	$ 348	$ 312

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Stock-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2013

Share-based Compensation [Abstract]

Summary of Stock-Based Compensation Expense

Stock-based compensation expense was as follows:

	2013		2012		2011
Stock options	$	1	$	5	$	5
Restricted stock/deferred stock	20		12		12

Summary of Stock Option Activity

A summary of stock option activity follows:

			2013
	Shares			Weighted average exercise price
Options outstanding at January 1	2,556,114			$	21.38
Granted	—			—
Exercised	(851,061	)		21.72
Forfeited	(5,000	)		23.45
Expired	(5,000	)		23.45
Options outstanding at December 31	1,695,053			21.20
Options fully vested or expected to vest at December 31	1,693,076			$	21.18

Summary of Outstanding and Exercisable Options

The following table summarizes outstanding and exercisable options at December 31, 2013:

Options Outstanding					Options Exercisable
Range of exercise prices	Number outstanding	Weighted average remaining contractual life in years	Weighted average exercise price		Number exercisable	Weighted average exercise price
$8.60 to $8.75	353,020	0.3	$	8.61	353,020	$	8.61
$13.20 to $23.19	20,500	2.9	19.50		18,500	19.10
$23.45	1,205,533	3.0	23.45		1,205,533	23.45
$23.88 to $40.01	116,000	6.6	36.41		38,000	31.32
	1,695,053	2.7	21.20		1,615,053	20.34

Summary of Weighted Average Fair Value Assumptions of Stock Options

The fair value of stock option grants during 2011 were estimated using the following weighted average assumptions:

	2011
Risk-free interest rate	2.4	%
Expected life of option (years)	6.8
Expected stock price volatility	31.7	%
Expected dividend yield	0.0	%

Summary of Restricted Stock Transactions

summary of restricted and deferred stock activity follows:

	Number of shares
Non-vested shares outstanding at January 1, 2013	898,190
Awarded:
Time-vesting, net of forfeitures	1,275,078
Performance-based	243,251
Performance-based – achieved 141% level (grant-date fair value of $37.91)	93,755
Released:
Time-vesting shares awarded in 2010 through 2012	(144,623	)
Performance-based shares awarded in 2010	(229,624	)
Performance-based awards – achieved 141% level	(93,755	)
Non-vested shares outstanding at December 31, 2013	2,042,272

Summary of Grant Date Fair Value of Restricted Stock

The average grant-date fair value of restricted stock awarded in 2013, 2012 and 2011 follows:

	2013		2012		2011
Time-vested restricted stock	$	43.19	$	33.75	$	33.70
Performance-based shares	$	36.75	$	39.52	$	41.69
Deferred stock	$	43.79

Schedule of Share-based Payment Award, Employee Stock Purchase Plan, Valuation Assumptions

e fair values of the performance-based shares awarded were calculated using a Monte Carlo valuation model and the following weighted average assumptions:

	2013		2012		2011
Risk-free interest rate	0.3	%	0.4	%	1.0	%
Expected term (years)	3		3		3
Expected stock price volatility	22.4	%	27.8	%	37.9	%

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Accumulated Other Comprehensive Loss Attributable to Crown Holdings

12 Months Ended

Dec. 31, 2013

Equity [Abstract]

Accumulated Other Comprehensive Loss Attributable to Crown Holdings

Accumulated Other Comprehensive Loss Attributable to Crown Holdings

The following table provides information about the changes in each component of accumulated other comprehensive income for the year ended December 31, 2013.

	Defined Benefit Plans			Foreign Currency Translation			Gains and Losses on Cash Flow Hedges			Total
Balance at December 31, 2012	$	(1,954	)	$	(648	)	$	(12	)	$	(2,614	)
Other comprehensive income (loss) before reclassifications	60			(8		)	(49		)	3
Amounts reclassified from accumulated other comprehensive income	66			(2		)	34			98
Other comprehensive income (loss)	126			(10		)	(15		)	101
Balance at December 31, 2013	$	(1,828	)	$	(658	)	$	(27	)	$	(2,513	)

The following table provides information about the amounts reclassified out of accumulated other comprehensive income in 2013.

Details about Accumulated Other Comprehensive Income Components	Amount Reclassified from Accumulated Other Comprehensive Income				Affected Line Item in the Statement of Operations
Gains and losses on cash flow hedges
Commodities		$	43		Cost of products sold
		43			Total before tax
		(11		)	Provision for income taxes
		$	32		Net of tax
Foreign exchange		$	9		Net sales
		(7		)	Cost of products sold
		2			Total before tax
		—			Provision for income taxes
		$	2		Net of tax
Total gains and losses on cash flow hedges		$	34
Foreign currency translation
Currency translation on disposed investment		$	(2	)	Asset impairments and sales
		(2		)	Total before tax
		—			Provision for income taxes
		$	(2	)	Net of tax
Amortization of defined benefit plan items
Actuarial losses		$	136		(a)
Prior service credit		(52		)	(a)
		84			Total before tax
		(18		)	Provision for income taxes
		$	66		Net of tax
Total reclassifications for the period		$	98		Net of tax

(a) These accumulated other comprehensive income components are included in the computation of net period pension and postretirement cost. See Note V for further details.

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Income Taxes (Components of Income Before Income Taxes and Equity Earnings) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Income Tax Disclosure [Abstract]
U.S.	$ 116	$ 127	$ 66
Foreign	460	515	521
Income before income taxes and equity earnings	$ 576	$ 642	$ 587

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Inventories (Components of Inventories) (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Inventory Disclosure [Abstract]
Raw materials and supplies	$ 645	$ 602
Work in process	128	128
Finished goods	440	436
Total inventories	$ 1,213	$ 1,166

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Condensed Combining Financial Information (Condensed Combining Balance Sheet) (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Current assets
Cash and cash equivalents	$ 689	$ 350	$ 342	$ 463
Receivables, net	1,064	1,057
Intercompany receivables	0	0
Inventories	1,213	1,166
Prepaid expenses and other current assets	214	177
Total current assets	3,180	2,750
Intercompany debt receivables	0	0
Investments	0	0
Goodwill	2,016	1,998	1,952
Property, plant and equipment, net	2,152	2,005
Other non-current assets	682	747
Total	8,030	7,500	6,868
Current liabilities
Short-term debt	279	261
Current maturities of long-term debt	94	115
Accounts payable and accrued liabilities	2,547	2,146
Intercompany payables	0	0
Total current liabilities	2,920	2,522
Long-term debt, excluding current maturities	3,469	3,289
Long-term intercompany debt	0	0
Postretirement and pension liabilities	891	1,098
Other non-current liabilities	461	462
Commitments and contingent liabilities
Noncontrolling interests	285	289
Crown Holdings shareholders’ equity/(deficit)	4	(160)
Total equity	289	129	(239)	229
Total	8,030	7,500
Crown European Holdings SA [Member] | Parent [Member]
Current assets
Cash and cash equivalents
Receivables, net
Intercompany receivables
Inventories
Prepaid expenses and other current assets	1	1
Total current assets	1	1
Intercompany debt receivables
Investments	1,176	751
Goodwill
Property, plant and equipment, net
Other non-current assets
Total	1,177	752
Current liabilities
Short-term debt
Current maturities of long-term debt
Accounts payable and accrued liabilities	16	18
Intercompany payables
Total current liabilities	16	18
Long-term debt, excluding current maturities
Long-term intercompany debt	1,157	894
Postretirement and pension liabilities
Other non-current liabilities
Commitments and contingent liabilities
Noncontrolling interests
Crown Holdings shareholders’ equity/(deficit)	4	(160)
Total equity	4	(160)
Total	1,177	752
Crown European Holdings SA [Member] | Issuer [Member]
Current assets
Cash and cash equivalents	48
Receivables, net	1
Intercompany receivables	2	2
Inventories
Prepaid expenses and other current assets	10	14
Total current assets	61	16
Intercompany debt receivables	1,531	1,578
Investments	4,155	3,841
Goodwill
Property, plant and equipment, net
Other non-current assets	29	24
Total	5,776	5,459
Current liabilities
Short-term debt		2
Current maturities of long-term debt		18
Accounts payable and accrued liabilities	22	21
Intercompany payables	8
Total current liabilities	30	41
Long-term debt, excluding current maturities	942	1,003
Long-term intercompany debt	2,510	2,264
Postretirement and pension liabilities
Other non-current liabilities	8	8
Commitments and contingent liabilities
Noncontrolling interests
Crown Holdings shareholders’ equity/(deficit)	2,286	2,143
Total equity	2,286	2,143
Total	5,776	5,459
Crown European Holdings SA [Member] | Guarantors [Member]
Current assets
Cash and cash equivalents	392	134	54	65
Receivables, net	246	274
Intercompany receivables	89	41
Inventories	565	582
Prepaid expenses and other current assets	146	123
Total current assets	1,438	1,154
Intercompany debt receivables	3,746	3,141
Investments	(325)	(276)
Goodwill	1,444	1,429
Property, plant and equipment, net	643	610
Other non-current assets	562	658
Total	7,508	6,716
Current liabilities
Short-term debt	2
Current maturities of long-term debt		28
Accounts payable and accrued liabilities	1,277	1,097
Intercompany payables	55	32
Total current liabilities	1,334	1,157
Long-term debt, excluding current maturities	2,332	2,073
Long-term intercompany debt	1,515	1,340
Postretirement and pension liabilities	870	1,079
Other non-current liabilities	281	316
Commitments and contingent liabilities
Noncontrolling interests
Crown Holdings shareholders’ equity/(deficit)	1,176	751
Total equity	1,176	751
Total	7,508	6,716
Crown European Holdings SA [Member] | Non-Guarantors [Member]
Current assets
Cash and cash equivalents	249	216	288	398
Receivables, net	817	783
Intercompany receivables	63	32
Inventories	648	584
Prepaid expenses and other current assets	57	39
Total current assets	1,834	1,654
Intercompany debt receivables	589	492
Investments
Goodwill	572	569
Property, plant and equipment, net	1,509	1,395
Other non-current assets	91	65
Total	4,595	4,175
Current liabilities
Short-term debt	277	259
Current maturities of long-term debt	94	69
Accounts payable and accrued liabilities	1,232	1,010
Intercompany payables	91	43
Total current liabilities	1,694	1,381
Long-term debt, excluding current maturities	195	213
Long-term intercompany debt	684	713
Postretirement and pension liabilities	21	19
Other non-current liabilities	172	138
Commitments and contingent liabilities
Noncontrolling interests	285	289
Crown Holdings shareholders’ equity/(deficit)	1,544	1,422
Total equity	1,829	1,711
Total	4,595	4,175
Crown European Holdings SA [Member] | Eliminations [Member]
Current assets
Cash and cash equivalents
Receivables, net
Intercompany receivables	(154)	(75)
Inventories
Prepaid expenses and other current assets
Total current assets	(154)	(75)
Intercompany debt receivables	(5,866)	(5,211)
Investments	(5,006)	(4,316)
Goodwill
Property, plant and equipment, net
Other non-current assets
Total	(11,026)	(9,602)
Current liabilities
Short-term debt
Current maturities of long-term debt
Accounts payable and accrued liabilities
Intercompany payables	(154)	(75)
Total current liabilities	(154)	(75)
Long-term debt, excluding current maturities
Long-term intercompany debt	(5,866)	(5,211)
Postretirement and pension liabilities
Other non-current liabilities
Commitments and contingent liabilities
Noncontrolling interests
Crown Holdings shareholders’ equity/(deficit)	(5,006)	(4,316)
Total equity	(5,006)	(4,316)
Total	(11,026)	(9,602)
Crown Cork & Seal Company, Inc [Member] | Parent [Member]
Current assets
Cash and cash equivalents
Receivables, net
Inventories
Prepaid expenses and other current assets	1	1
Total current assets	1	1
Intercompany debt receivables
Investments	1,176	751
Goodwill
Property, plant and equipment, net
Other non-current assets
Total	1,177	752
Current liabilities
Short-term debt
Current maturities of long-term debt
Accounts payable and accrued liabilities	16	18
Total current liabilities	16	18
Long-term debt, excluding current maturities
Long-term intercompany debt	1,157	894
Postretirement and pension liabilities
Other non-current liabilities
Commitments and contingent liabilities
Noncontrolling interests
Crown Holdings shareholders’ equity/(deficit)	4	(160)
Total equity	4	(160)
Total	1,177	752
Crown Cork & Seal Company, Inc [Member] | Issuer [Member]
Current assets
Cash and cash equivalents
Receivables, net
Inventories
Prepaid expenses and other current assets	103	83
Total current assets	103	83
Intercompany debt receivables
Investments	2,212	1,770
Goodwill
Property, plant and equipment, net
Other non-current assets	349	504
Total	2,664	2,357
Current liabilities
Short-term debt
Current maturities of long-term debt
Accounts payable and accrued liabilities	36	34
Total current liabilities	36	34
Long-term debt, excluding current maturities	412	412
Long-term intercompany debt	751	875
Postretirement and pension liabilities
Other non-current liabilities	289	285
Commitments and contingent liabilities
Noncontrolling interests
Crown Holdings shareholders’ equity/(deficit)	1,176	751
Total equity	1,176	751
Total	2,664	2,357
Crown Cork & Seal Company, Inc [Member] | Non-Guarantors [Member]
Current assets
Cash and cash equivalents	689	350	342	463
Receivables, net	1,064	1,057
Inventories	1,213	1,166
Prepaid expenses and other current assets	110	93
Total current assets	3,076	2,666
Intercompany debt receivables	1,908	1,769
Investments
Goodwill	2,016	1,998
Property, plant and equipment, net	2,152	2,005
Other non-current assets	333	243
Total	9,485	8,681
Current liabilities
Short-term debt	279	261
Current maturities of long-term debt	94	115
Accounts payable and accrued liabilities	2,495	2,094
Total current liabilities	2,868	2,470
Long-term debt, excluding current maturities	3,057	2,877
Long-term intercompany debt
Postretirement and pension liabilities	891	1,098
Other non-current liabilities	172	177
Commitments and contingent liabilities
Noncontrolling interests	285	289
Crown Holdings shareholders’ equity/(deficit)	2,212	1,770
Total equity	2,497	2,059
Total	9,485	8,681
Crown Cork & Seal Company, Inc [Member] | Eliminations [Member]
Current assets
Cash and cash equivalents
Receivables, net
Inventories
Prepaid expenses and other current assets
Intercompany debt receivables	(1,908)	(1,769)
Investments	(3,388)	(2,521)
Goodwill
Property, plant and equipment, net
Other non-current assets
Total	(5,296)	(4,290)
Current liabilities
Short-term debt
Current maturities of long-term debt
Accounts payable and accrued liabilities
Long-term debt, excluding current maturities
Long-term intercompany debt	(1,908)	(1,769)
Postretirement and pension liabilities
Other non-current liabilities
Commitments and contingent liabilities
Noncontrolling interests
Crown Holdings shareholders’ equity/(deficit)	(3,388)	(2,521)
Total equity	(3,388)	(2,521)
Total	(5,296)	(4,290)
Crown Americas, LLC, Crown Americas Capital Corp. And Crown Americas Capital Corp. II [Member] | Parent [Member]
Current assets
Cash and cash equivalents
Receivables, net
Intercompany receivables
Inventories
Prepaid expenses and other current assets	1	1
Total current assets	1	1
Intercompany debt receivables
Investments	1,176	751
Goodwill
Property, plant and equipment, net
Other non-current assets
Total	1,177	752
Current liabilities
Short-term debt
Current maturities of long-term debt
Accounts payable and accrued liabilities	16	18
Intercompany payables
Total current liabilities	16	18
Long-term debt, excluding current maturities
Long-term intercompany debt	1,157	894
Postretirement and pension liabilities
Other non-current liabilities
Commitments and contingent liabilities
Noncontrolling interests
Crown Holdings shareholders’ equity/(deficit)	4	(160)
Total equity	4	(160)
Total	1,177	752
Crown Americas, LLC, Crown Americas Capital Corp. And Crown Americas Capital Corp. II [Member] | Issuer [Member]
Current assets
Cash and cash equivalents	177	27	21	38
Receivables, net		2
Intercompany receivables
Inventories
Prepaid expenses and other current assets	2	1
Total current assets	179	30
Intercompany debt receivables	1,476	1,530
Investments	1,917	1,560
Goodwill
Property, plant and equipment, net	1	1
Other non-current assets	36	26
Total	3,609	3,147
Current liabilities
Short-term debt
Current maturities of long-term debt		28
Accounts payable and accrued liabilities	49	33
Intercompany payables
Total current liabilities	49	61
Long-term debt, excluding current maturities	1,920	1,616
Long-term intercompany debt	594	756
Postretirement and pension liabilities
Other non-current liabilities
Commitments and contingent liabilities
Noncontrolling interests
Crown Holdings shareholders’ equity/(deficit)	1,046	714
Total equity	1,046	714
Total	3,609	3,147
Crown Americas, LLC, Crown Americas Capital Corp. And Crown Americas Capital Corp. II [Member] | Guarantors [Member]
Current assets
Cash and cash equivalents	2	1	1	1
Receivables, net	26	14
Intercompany receivables	30	7
Inventories	266	282
Prepaid expenses and other current assets	109	92
Total current assets	433	396
Intercompany debt receivables	1,808	1,483
Investments	685	608
Goodwill	453	453
Property, plant and equipment, net	314	308
Other non-current assets	388	529
Total	4,081	3,777
Current liabilities
Short-term debt
Current maturities of long-term debt
Accounts payable and accrued liabilities	466	317
Intercompany payables	81	17
Total current liabilities	547	334
Long-term debt, excluding current maturities	412	412
Long-term intercompany debt	1,353	1,447
Postretirement and pension liabilities	299	545
Other non-current liabilities	294	288
Commitments and contingent liabilities
Noncontrolling interests
Crown Holdings shareholders’ equity/(deficit)	1,176	751
Total equity	1,176	751
Total	4,081	3,777
Crown Americas, LLC, Crown Americas Capital Corp. And Crown Americas Capital Corp. II [Member] | Non-Guarantors [Member]
Current assets
Cash and cash equivalents	510	322	320	424
Receivables, net	1,038	1,041
Intercompany receivables	81	17
Inventories	947	884
Prepaid expenses and other current assets	102	83
Total current assets	2,678	2,347
Intercompany debt receivables	19	279
Investments
Goodwill	1,563	1,545
Property, plant and equipment, net	1,837	1,696
Other non-current assets	258	192
Total	6,355	6,059
Current liabilities
Short-term debt	279	261
Current maturities of long-term debt	94	87
Accounts payable and accrued liabilities	2,016	1,778
Intercompany payables	30	7
Total current liabilities	2,419	2,133
Long-term debt, excluding current maturities	1,137	1,261
Long-term intercompany debt	199	195
Postretirement and pension liabilities	592	553
Other non-current liabilities	167	174
Commitments and contingent liabilities
Noncontrolling interests	285	289
Crown Holdings shareholders’ equity/(deficit)	1,556	1,454
Total equity	1,841	1,743
Total	6,355	6,059
Crown Americas, LLC, Crown Americas Capital Corp. And Crown Americas Capital Corp. II [Member] | Eliminations [Member]
Current assets
Cash and cash equivalents
Receivables, net
Intercompany receivables	(111)	(24)
Inventories
Prepaid expenses and other current assets
Total current assets	(111)	(24)
Intercompany debt receivables	(3,303)	(3,292)
Investments	(3,778)	(2,919)
Goodwill
Property, plant and equipment, net
Other non-current assets
Total	(7,192)	(6,235)
Current liabilities
Short-term debt
Current maturities of long-term debt
Accounts payable and accrued liabilities
Intercompany payables	(111)	(24)
Total current liabilities	(111)	(24)
Long-term debt, excluding current maturities
Long-term intercompany debt	(3,303)	(3,292)
Postretirement and pension liabilities
Other non-current liabilities
Commitments and contingent liabilities
Noncontrolling interests
Crown Holdings shareholders’ equity/(deficit)	(3,778)	(2,919)
Total equity	(3,778)	(2,919)
Total	$ (7,192)	$ (6,235)

XML

Other Non-Current Liabilities (Tables)

12 Months Ended

Dec. 31, 2013

Other Liabilities Disclosure [Abstract]

Other Non-Current Liabilities

	2013		2012
Asbestos liabilities	$	232	$	231
Postemployment benefits	28		37
Income taxes payable	22		29
Deferred taxes	31		23
Environmental	12		12
Fair value of derivatives	2		3
Other	134		127
	$	461	$	462

XML

Pension and Other Postretirement Benefits

12 Months Ended

Dec. 31, 2013

Compensation and Retirement Disclosure [Abstract]

Pension and Other Postretirement Benefits

Pension and Other Postretirement Benefits

Pensions. The Company sponsors various pension plans covering certain U.S. and non-U.S. employees, and participates in certain multi-employer pension plans. The benefits under the Company plans are based primarily on years of service and either the employees’ remuneration near retirement or a fixed dollar multiple.

A measurement date of December 31 was used for all plans presented below.

The components of pension expense were as follows:

U.S. Plans	2013			2012			2011
Service cost	$	15		$	12		$	11
Interest cost	62			69			72
Expected return on plan assets	(99		)	(94		)	(80		)
Amortization of actuarial loss	55			56			47
Amortization of prior service cost	1			—			3
Net periodic cost	$	34		$	43		$	53

Non-U.S. Plans	2013			2012			2011
Service cost	$	24		$	26		$	27
Interest cost	138			153			161
Expected return on plan assets	(176		)	(186		)	(196		)
Settlements	(2		)	—			—
Amortization of actuarial loss	71			61			50
Amortization of prior service cost/(credit)	(14		)	—			2
Net periodic cost	$	41		$	54		$	44

The non-U.S. pension expense excludes $4 of cost attributable to plan curtailments and settlements that was recorded in restructuring expense in 2013.

Additional pension expense of $5 was recognized in each of 2013, 2012 and 2011 for multi-employer plans.

The projected benefit obligations, accumulated benefit obligations, plan assets and funded status of the Company's U.S. and Non-U.S. plans is as follows:

	U.S. Plans						Non-U.S. Plans
	2013			2012			2013			2012
Projected Benefit Obligations
Benefit obligations at January 1	$	1,609		$	1,502		$	3,572		$	3,256
Service cost	15			12			24			26
Interest cost	62			69			138			153
Plan participants’ contributions	—			1			4			5
Amendments	2			2			(1		)	(108		)
Actuarial (gain) / loss	(122		)	131			46			279
Benefits paid	(112		)	(108		)	(189		)	(181		)
Foreign currency translation	—			—			57			142
Benefit obligations at December 31	$	1,454		$	1,609		$	3,651		$	3,572
Plan Assets
Fair value of plan assets at January 1	$	1,292		$	1,172		$	3,116		$	2,894
Actual return on plan assets	162			195			85			201
Employer contributions	7			32			77			70
Plan participants’ contributions	—			1			4			5
Benefits paid	(112		)	(108		)	(189		)	(181		)
Foreign currency translation	—			—			42			127
Fair value of plan assets at December 31	$	1,349		$	1,292		$	3,135		$	3,116
Funded Status	$	(105	)	$	(317	)	$	(516	)	$	(456	)
Accumulated benefit obligations at December 31	$	1,423		$	1,575		$	3,488		$	3,427

During 2012, the Company eliminated discretionary enhanced early retirement benefits for certain active employees participating in its U.K. plan. 

Information for pension plans with accumulated benefit obligations in excess of plan assets is as follows:

U.S.	2013		2012
Projected benefit obligations	$	1,454	$	1,609
Accumulated benefit obligations	1,423		1,575
Fair value of plan assets	1,349		1,292

Non-U.S.	2013		2012
Projected benefit obligations	$	3,318	$	3,559
Accumulated benefit obligations	3,187		3,427
Fair value of plan assets	2,800		3,104

The Company’s investment strategy in its U.S. plan is designed to generate returns that are consistent with providing benefits to plan participants within the risk tolerance of the plan. Asset allocation is the primary determinant of return levels and investment risk exposure. The assets of the plan are broadly diversified in terms of securities and security types in order to limit the potential of large losses from any one security.

The strategic ranges for asset allocation in the U.S. plan are as follows:

U.S. equities	30	%	to	40	%
International equities	10	%	to	15	%
Fixed income	13	%	to	23	%
Balanced funds	15	%	to	25	%
Real estate	3	%	to	7	%
Private equity	3	%	to	7	%
Hedge funds	2	%	to	7	%

The Company’s investment strategy in its U.K. plan, the largest non-U.S. plan, is designed to achieve a funding level of 100% within the next 15 years by targeting an expected return of 2.0% annually in excess of the expected growth in the liabilities. The company seeks to achieve this return with a risk level commensurate with a 5% chance of the funding level falling between 5% and 9% in any one year. The strategic ranges for asset allocation in the U.K. plan are as follows:

Investment grade credit	40	%	to	80	%
Equities	0	%	to	30	%
Hedge funds	0	%	to	10	%
Real estate	0	%	to	5	%
Private equity	0	%	to	15	%
Emerging market wealth	0	%	to	15	%
Alternative credit	0	%	to	15	%
Other	0	%	to	5	%

Pension assets are classified into three levels. Level 1 asset values are derived from quoted prices which are available in active markets as of the report date. Level 2 asset values are derived from other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the report date. Level 3 asset values are derived from unobservable pricing inputs that are not corroborated by market data or other objective sources.

Equity securities are valued at the latest quoted prices taken from the primary exchange on which the security trades. Mutual funds are valued at the net asset value (NAV) of shares held at year-end. Fixed income securities, including government issued debt, corporate debt, asset-backed and structured debt securities are valued using market inputs such as benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers and other reference data including market research publications. Derivatives, which consist mainly of interest rate swaps, are valued using a discounted cash flow pricing model based on observable market data. Investment funds, hedge funds and private equity funds are valued at the NAV at year-end. The values assigned to private equity funds are based upon assessments of each underlying investment, incorporating valuations that consider the evaluation of financing and sale transactions with third parties, expected cash flows and market-based information, including comparable transactions, and performance multiples among other factors. Real estate investments are based on third party appraisals as of year-end.

The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair value. Furthermore, while the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in different fair value measurements at the reporting date.

The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of the fair value of assets and their placement within the fair value hierarchy.

The levels assigned to the defined benefit plan assets as of December 31, 2013 and 2012 are summarized in the tables below:

	2013
	U.S. plan assets		Non-U.S. plan assets		Total
Level 1
Cash and cash equivalents	$	68	$	125	$	193
Global large cap equity	—		76		76
U.S. large cap equity	170		50		220
U.S. mid/small cap equity	257		16		273
Mutual funds – global equity	214		—		214
Mutual funds – U.S. equity	93		—		93
Mutual funds – fixed income	147		—		147
	949		267		1,216
Level 2
Government issued debt securities	50		504		554
Corporate debt securities	103		133		236
Asset backed securities	11		7		18
Structured debt	2		685		687
Insurance contracts	—		12		12
Derivatives	—		64		64
Investment funds – fixed income	16		442		458
Investment funds – global equity	—		317		317
Investment funds – emerging markets	40		157		197
	222		2,321		2,543
Level 3
Investment funds – real estate	47		88		135
Hedge funds	75		150		225
Private equity	37		298		335
Real estate – direct	17		5		22
	176		541		717
Total	$	1,347	$	3,129	$	4,476

	2012
	U.S. plan assets		Non-U.S. plan assets		Total
Level 1
Cash and cash equivalents	$	92	$	158	$	250
Global large cap equity	—		62		62
U.S. large cap equity	146		37		183
U.S. mid/small cap equity	246		14		260
Mutual funds – global equity	183		—		183
Mutual funds – U.S. equity	88		—		88
Mutual funds – fixed income	138		—		138
	893		271		1,164
Level 2
Government issued debt securities	59		542		601
Corporate debt securities	95		162		257
Asset backed securities	3		4		7
Structured debt	7		628		635
Insurance contracts	—		13		13
Derivatives	—		98		98
Investment funds – fixed income	14		404		418
Investment funds – global equity	—		257		257
Investment funds – emerging markets	43		174		217
	221		2,282		2,503
Level 3
Investment funds – real estate	42		88		130
Hedge funds	70		144		214
Private equity	48		321		369
Real estate – direct	16		5		21
	176		558		734
Total	$	1,290	$	3,111	$	4,401

Accrued income excluded from the table above is as follows:

	2013	2012
U.S. plan assets	2	2
Non-U.S. plan assets	6	5

Plan assets include $150 and $124 of the Company’s common stock at December 31, 2013 and 2012, respectively.

The following tables reconcile the beginning and ending balances of plan assets measured using significant unobservable inputs (Level 3).

	Hedge funds			Private equity			Real Estate			Total
Balance at January 1, 2012	$	284		$	385		$	108		$	777
Foreign currency translation	7			14			4			25
Asset returns – assets held at reporting date	6			(39		)	14			(19		)
Asset returns – assets sold during the period	18			49			4			71
Purchases, sales and settlements, net	(101		)	(40		)	21			(120		)
Balance at December 31, 2012	214			369			151			734
Foreign currency translation	3			7			1			11
Asset returns – assets held at reporting date	8			(11		)	7			4
Asset returns – assets sold during the period	7			43			1			51
Purchases, sales and settlements, net	(7		)	(73		)	(3		)	(83		)
December 31, 2013	$	225		$	335		$	157		$	717

Pension assets/(liabilities) included in the Consolidated Balance Sheets were:

	2013		2012
Non-current assets	$	21	$	—
Current liabilities	7		9
Non-current liabilities	635		764

The Company’s current liability at December 31, 2013, represents the expected required payments to be made for unfunded plans over the next twelve months. Total estimated 2014 employer contributions are $77 for the Company’s pension plans.

Changes in the net loss and prior service cost/(credit) for the Company’s pension plans were:

	2013						2012						2011
	Net loss			Prior service			Net loss			Prior service			Net loss			Prior service
Balance at January 1	$	2,619		$	(102	)	$	2,382		$	4		$	2,135		$	9
Reclassification to net periodic benefit cost	(130		)	13			(117		)	—			(97		)	(5		)
Current year loss/(gain)	(47		)	(1		)	295			—			358			—
Amendments	—			—			—			(106		)	—			(1		)
Foreign currency translation	24			(4		)	59			—			(14		)	1
Balance at December 31	$	2,466		$	(94	)	$	2,619		$	(102	)	$	2,382		$	4

The estimated portions of the net losses and net prior service that are expected to be recognized as components of net periodic benefit cost in 2014 are $113 and $(14).

Expected future benefit payments as of December 31, 2013 were:

	U.S. plans		Non-U.S. plans
2014	$	109	$	192
2015	140		195
2016	107		203
2017	112		208
2018	104		214
2019 - 2023	507		1,127

The weighted average actuarial assumptions used to calculate the benefit obligations at December 31 were:

U.S.	2013		2012		2011
Discount rate	4.8	%	4.0	%	4.8	%
Compensation increase	3.0	%	3.0	%	3.0	%

Non-U.S.	2013		2012		2011
Discount rate	4.4	%	4.1	%	4.7	%
Compensation increase	3.2	%	2.8	%	3.3	%

The weighted average actuarial assumptions used to calculate pension expense for each year were:

U.S.	2013		2012		2011
Discount rate	4.0	%	4.8	%	5.1	%
Compensation increase	3.0	%	3.0	%	3.0	%
Long-term rate of return	8.00	%	8.00	%	8.75	%

Non-U.S.	2013		2012		2011
Discount rate	4.1	%	4.7	%	5.4	%
Compensation increase	2.8	%	3.3	%	3.3	%
Long-term rate of return	6.0	%	6.4	%	7.0	%

The expected long-term rates of return are determined at each measurement date based on a review of the actual plan assets, the target allocation, and the historical returns of the capital markets.

The U.S. plan’s 2013 assumed asset rate of return was based on a calculation using underlying assumed rates of return of 9.8% for equity securities and alternative investments, and 4.0% for debt securities and real estate. The rate of return used for equity securities and alternative investments was based on the total return of the S&P 500 for the 25 year period ended December 31, 2012. The Company believes that the equity securities included in the S&P 500 are representative of the equity securities and alternative investments held by its U.S. plan, and that this period provides a sufficient time horizon as a basis for estimating future returns. The rate of return used for debt securities is consistent with the U.S. plan discount rate and the return on AA corporate bonds with duration equal to the plan’s liabilities. The underlying debt securities in the plan are primarily invested in various corporate and government agency securities and are benchmarked against returns on AA corporate bonds.

The U.K. plan’s 2013 assumed asset rate of return was based on a calculation using underlying assumed rates of return of 9.8% for equity securities and alternative investments, and 4.1% for debt securities and real estate. Equity securities in the U.K. plan as of December 31, 2012 were allocated approximately 41% to U.S. securities, 26% to securities in developed European countries, and 33% to securities in emerging markets. The assumed rate of return for equity securities and alternative investments represents the weighted average 25 year return of equity securities in these markets. The Company believes that the equity securities included in the related market indexes are representative of the equity securities and alternative investments held by its U.K. plan, and that this period provides a sufficient time horizon as a basis for estimating future returns.

Other Postretirement Benefit Plans. The Company sponsors unfunded plans to provide health care and life insurance benefits to pensioners and survivors. Generally, the medical plans pay a stated percentage of medical expenses reduced by deductibles and other coverages. Life insurance benefits are generally provided by insurance contracts. The Company reserves the right, subject to existing agreements, to change, modify or discontinue the plans. A measurement date of December 31 was used for the plans presented below.

The components of net postretirement benefits cost were as follows:

Other Postretirement Benefits	2013			2012			2011
Service cost	$	3		$	3		$	8
Interest cost	13			16			20
Amortization of prior service credit	(39		)	(44		)	(36		)
Amortization of actuarial loss	10			14			13
Net periodic (benefit) / cost	$	(13	)	$	(11	)	$	5

Changes in the benefit obligations were:

	2013			2012
Benefit obligations at January 1	$	352		$	337
Service cost	3			3
Interest cost	13			16
Amendments	(18		)	—
Actuarial loss/(gain)	(49		)	16
Benefits paid	(22		)	(22		)
Foreign currency translation	(5		)	2
Benefit obligations at December 31	$	274		$	352

Changes in the net loss and prior service credit for the Company’s postretirement benefit plans were:

	2013						2012						2011
	Net loss			Prior service			Net loss			Prior service			Net loss			Prior service
Balance at January 1	$	157		$	(269	)	$	157		$	(313	)	$	174		$	(242	)
Reclassification to net periodic benefit cost	(10		)	39			(14		)	44			(13		)	36
Current year (gain)/loss	(49		)	—			16			—			(3		)	—
Amendments	—			(18		)	—			—			—			(107		)
Foreign currency translation	(1		)	2			(2		)	—			(1		)	—
Balance at December 31	$	97		$	(246	)	$	157		$	(269	)	$	157		$	(313	)

The estimated portions of the net losses and prior service credits that are expected to be recognized as components of net periodic benefit cost/(credit) in 2014 are $8 and $(32).

In 2013, a non-U.S. plan was amended to eliminate certain health coverage benefits. In 2011, the U.S. plans were amended to, among other things, eliminate health coverage for retirees who are not yet eligible for Medicare.

Expected future benefit payments, as of December 31, 2013, net of expected Medicare Part D subsidies of $6 in the aggregate were:

	Benefit Payments
2014	$	21
2015	21
2016	20
2017	20
2018	20
2019 - 2023	92

The assumed health care cost trend rates at December 31, 2013 are as follows:

Health care cost trend rate assumed for next year	5.8	%
Rate that the cost trend rate gradually declines to	4.4	%
Year that the rate reaches the rate it is assumed to remain	2020

A one-percentage-point change in assumed health care cost trend rates would have the following effects:

	One percentage point
	Increase		Decrease
Effect on total service and interest cost	$	2	$	2
Effect on postretirement benefit obligation	$	20	$	17

Weighted average discount rates used to calculate the benefit obligations at the end of each year and the cost for each year are presented below.

	2013		2012		2011
Benefit obligations	4.8	%	4.1	%	4.9	%
Cost	4.1	%	4.9	%	5.1	%

Other Comprehensive Income. Amounts recorded in other comprehensive income were net of tax as follows:

	2013			2012		2011
Amortization of net loss and prior service cost	$	18		$	19	$	18
Net loss and prior service cost adjustments arising in the current year	(39		)	60		52

Employee Savings Plan. The Company sponsors the Savings Investment Plan which covers substantially all domestic salaried employees who are at least 21 years of age. The Company matches up to 50% of 3% of a participant’s compensation and the total Company contributions were $2 in each of the last three years.

Employee Stock Purchase Plan. The Company sponsors an Employee Stock Purchase Plan which covers all domestic employees with one or more years of service who are non-officers and non-highly compensated as defined by the Internal Revenue Code. Eligible participants contribute 85% of the quarter-ending market price towards the purchase of each common share. The Company’s contribution is equivalent to 15% of the quarter-ending market price. Total shares purchased under the plan in 2013 and 2012 were 26,777 and 31,598, respectively, and the Company’s contributions were less than $1 in both years.

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Earnings Per Share

12 Months Ended

Dec. 31, 2013

Earnings Per Share [Abstract]

Earnings Per Share

Earnings Per Share

The following table summarizes the basic and diluted earnings per share (EPS) attributable to Crown Holdings. Basic EPS excludes all potentially dilutive securities and is computed by dividing net income attributable to Crown Holdings by the weighted average number of common shares outstanding during the period. Diluted EPS includes the effect of stock options and restricted stock as calculated under the treasury stock method.

	2013		2012		2011
Net income attributable to Crown Holdings	$	324	$	559	$	282
Weighted average shares outstanding:
Basic	139.5		146.1		151.7
Add: dilutive stock options and restricted stock	1.2		2.3		2.6
Diluted	140.7		148.4		154.3
Basic EPS	$	2.32	$	3.83	$	1.86
Diluted EPS	$	2.30	$	3.77	$	1.83
Contingently issuable shares excluded from the computation of diluted earnings per share because the effect would have been anti-dilutive.	0.1		0.1		0.1

For purposes of calculating assumed proceeds under the treasury stock method when determining the diluted weighted average shares outstanding, the Company excludes the impact of windfall tax benefits until the deduction reduces taxes payable.

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Pension and Other Postretirement Benefits (Narrative) (Details) (USD $) In Millions, except Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Defined benefit plan, additional pension expense	$ 5	$ 5
Amounts of common stock included in plan assets	150	124
Defined benefit plan, estimated employer contributions	77
Employee Savings Investment Plan Minimum Age Requirement	21 years
Maximum contribution percent by employer	50.00%
Defined Contribution Plan, Employer Matching Contribution, Percent	3.00%
Defined Contribution Plan, Cost Recognized	2	2
Percentage of employee stock purchase plan, employee contribution	85.00%
Percentage of employee stock purchase plan, employer contribution	15.00%
Shares purchased under employee stock purchase plan	26,777	31,598
Employee stock purchase plan, maximum company contribution	1	1
Medicare part D [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Prescription drug expected future benefit payments	6
Pension Benefits - Non-U.S. Plans [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Curtailments Recorded In Restructuring Provision	4
Pension Benefits - U.K. Plans [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Funding level	100.00%
Target Funding Level Years	15 years
Expected return net of fees	2.00%
Percentage change of risk level commensurate	5.00%
Assumed rate of return on equity securities and alternative investments	9.80%
Assumed rate of return on debt securities and real estate	4.10%
Weighted average return of equity securities period (years)	25 years
Pension Expense [Member] | Net Loss [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Estimated net periodic benefit cost of pensions in following twelve months	113
Pension Expense [Member] | Prior Service [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Estimated net periodic benefit cost of pensions in following twelve months	(14)
Pension Benefits - U.S. Plans [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Assumed rate of return on equity securities and alternative investments	9.80%
Assumed rate of return on debt securities and real estate	4.00%
Weighted average return of equity securities period (years)	25 years
U.K. Plan Securities Allocated To U.S. Securities [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Percentage allocation of equity securities in pension plan	41.00%
U K Plan Securities Allocated To Developed European Countries Securities [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Percentage allocation of equity securities in pension plan	26.00%
U K Plan Securities Allocated To Emerging Markets Securities [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Percentage allocation of equity securities in pension plan	33.00%
Other Postretirement Benefits [Member] | Net Loss [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Estimated net periodic benefit cost of pensions in following twelve months	8
Other Postretirement Benefits [Member] | Prior Service [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Estimated net periodic benefit cost of pensions in following twelve months	$ (32)
Minimum [Member] | Pension Benefits - U.K. Plans [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Yearly rate of funding level decline	5.00%
Maximum [Member] | Pension Benefits - U.K. Plans [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Yearly rate of funding level decline	9.00%

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Summary of Significant Accounting Policies (Details) (USD $) In Millions, except Per Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Summary Of Significant Accounting Policies [Line Items]
Depreciation and amortization	$ 134	$ 180	$ 176
Net income attributable to Crown Holdings	324	559	282
Diluted (in usd per share)	$ 2.30	$ 3.77	$ 1.83
Research, development and engineering costs	36	43	43
Estimated Useful Lives [Member]
Summary Of Significant Accounting Policies [Line Items]
Depreciation and amortization	(49)
Net income attributable to Crown Holdings	$ 36
Diluted (in usd per share)	$ 0.26
Land Improvements [Member]
Summary Of Significant Accounting Policies [Line Items]
Estimated useful lives (in years)	25 years
Building and Building Improvements [Member] | Minimum [Member]
Summary Of Significant Accounting Policies [Line Items]
Estimated useful lives (in years)	25 years
Building and Building Improvements [Member] | Maximum [Member]
Summary Of Significant Accounting Policies [Line Items]
Estimated useful lives (in years)	40 years
Machinery and Equipment [Member] | Minimum [Member]
Summary Of Significant Accounting Policies [Line Items]
Estimated useful lives (in years)	3 years
Machinery and Equipment [Member] | Maximum [Member]
Summary Of Significant Accounting Policies [Line Items]
Estimated useful lives (in years)	18 years

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Asbestos-Related Liabilities (Tables)

12 Months Ended

Dec. 31, 2013

Liability for Asbestos and Environmental Claims [Abstract]

Summary of Claims Activity

The Company's approximate claims activity for the years ended 2013, 2012 and 2011 was as follows:

	2013		2012		2011
Beginning claims	51,000		50,000		50,000
New claims	4,000		3,000		2,000
Settlements or dismissals	(2,000	)	(2,000	)	(2,000	)
Ending claims	53,000		51,000		50,000

Schedule of Asbestos Claims Cash Payment by Company

The Company's cash payments during the years ended 2013, 2012, and 2011 were as follows:

	2013		2012		2011
Asbestos-related payments	$	28	$	28	$	28
Settled claims payments (included in asbestos-related payments above)	21		20		20

Summary of Outstanding Asbestos Claims by Years of Exposure and State Filed

In the fourth quarter of each year, the Company performs an analysis of outstanding claims and categorizes by year of exposure and state filed. As of December 31, 2013 and December 31, 2012, the Company's outstanding claims were:

	2013	2012
Claimants alleging first exposure after 1964	16,000	15,000
Claimants alleging first exposure before or during 1964 filed in:
Texas	13,000	13,000
Pennsylvania	2,000	2,000
Other states that have enacted asbestos legislation	6,000	6,000
Other states	16,000	15,000
Total claims outstanding	53,000	51,000

Summary of Percentage of Outstanding Claims Related to Claimants Alleging Serious Diseases

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

	2013		2012		2011
Total claims	21	%	19	%	18	%
Pre-1964 claims in states without asbestos legislation	39	%	36	%	33	%

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Income Taxes

12 Months Ended

Dec. 31, 2013

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

The components of income before income taxes and equity earnings were as follows:

	2013		2012		2011
U.S.	$	116	$	127	$	66
Foreign	460		515		521
	$	576	$	642	$	587

The provision for income taxes consisted of the following:

	2013		2012			2011
Current tax:
U.S. federal	11		—			—
State and foreign	$	87	$	84		$	111
	$	98	$	84		$	111
Deferred tax:
U.S. federal	$	41	$	(131	)	$	69
State and foreign	9		30			14
	50		(101		)	83
Total	$	148	$	(17	)	$	194

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

	2013			2012			2011
U.S. statutory rate at 35%	$	203		$	223		$	205
Tax on foreign income	(53		)	(70		)	(50		)
Valuation allowance	1			56			(19		)
Tax law changes	11			2			(4		)
Other items, net	(14		)	(228		)	62
Income tax provision	$	148		$	(17	)	$	194

The other items caption in 2012 includes an income tax benefit of $213, before valuation allowance as described below, primarily related to the recognition of previously unrecognized U.S. foreign tax credits.

In 2012, the Company committed to a formal repatriation plan, including certain steps that were completed with the filing of its 2011 U.S. income tax return, which allowed it to claim certain foreign tax credits on its 2012 income tax return. The Company's plan involved finalization of earnings and profits in certain foreign subsidiaries, evaluation of expiring U.S. tax law provisions and anticipated utilization of existing net operating loss and foreign tax credit carryforwards.

In connection with the action, the Company amended its 2003 U.S. income tax return to claim foreign taxes paid as a credit rather than as a tax deduction. In 2012, the Company recorded a valuation allowance of $38 against certain of these credits that expire in 2013 which, at the time, the Company did not believe were more likely than not to be realized prior to expiration. In 2013, the Company identified additional tax planning actions which allowed it to accelerate taxable income into 2013 and as a result released $16 of valuation allowance. The release was offset by additional valuation allowances recorded in jurisdictions where the Company does not believe it is more likely than not it will realize the benefit.

The other items caption in 2012 also includes a benefit of $10 from the receipt of non-taxable insurance proceeds related to the 2011 flooding in Thailand.

The other items caption in 2011 includes $55 of increase due to tax charges in connection with the relocation of the Company’s European headquarters and management to Switzerland. The tax charges were partially offset by $30 of valuation allowance release included in the valuation allowance caption.

The Company has certain income tax incentives in Brazil which allow it pay reduced income taxes. The tax incentives expire at various dates beginning in 2016. These incentives increased net income attributable to the Company by $11 in both 2012 and 2013.

The Company paid taxes of $114, $92 and $107 in 2013, 2012 and 2011, respectively.

The components of deferred taxes at December 31 are:

	2013					2012
	Assets			Liabilities		Assets			Liabilities
Tax loss and credit carryforwards	$	640		$	—	$	744		$	—
Postretirement and postemployment benefits	107			—		130			—
Pensions	150			1		246			10
Property, plant and equipment	13			111		7			114
Asbestos	98			—		97			—
Accruals and other	120			123		86			140
Valuation allowances	(343		)	—		(400		)	—
Total	$	785		$	235	$	910		$	264

At December 31, 2013 and 2012, $123 and $104 of deferred tax assets were included in prepaid expenses and other current assets.

Tax loss and credit carryforwards expire as follows:

2014	$	24
2015	23
2016	13
2017	32
2018	32
Thereafter	368
Unlimited	148

Tax loss and credit carryforwards expiring after 2018 include $181 of state tax loss carryforwards. The unlimited category includes $101 of French tax loss carryforwards. The tax loss carryforwards presented above exclude $55 of U.S. windfall tax benefits that will be recorded in additional paid-in capital when realized.

Realization of any portion of the Company’s deferred tax assets is dependent upon the availability of taxable income in the relevant jurisdictions. The Company considers all sources of taxable income, including (i) taxable income in any available carry back period, (ii) the reversal of taxable temporary differences, (iii) tax-planning strategies, and (iv) taxable income expected to be generated in the future other than from reversing temporary differences. The Company also considers whether there have been cumulative losses in recent years. The Company records a valuation allowance when it is more likely than not that some portion or all of the deferred tax assets will not be realized.

The Company’s valuation allowances at December 31, 2013 include $162 in the U.S., $94 in France, $55 in Canada and $15 in Belgium.

The Company’s valuation allowance in the U.S. relates to state tax loss carryforwards that the Company does not believe are more likely than not to be utilized prior to their expiration. The Company’s ability to utilize state tax loss carryforwards is impacted by several factors including expiration dates, limitations imposed by certain states on the amount of loss carryforwards that can be used in a given year to offset taxable income and whether the state permits the Company to file a combined return.

The Company continues to maintain a full valuation allowance against its net deferred tax assets in France because the Company does not believe at this time that it is more likely than not that it will realize any deferred tax benefits in France, primarily due to significant interest costs which are in excess of operating profits.

The Company maintains a full valuation allowance against its net deferred tax assets in Canada because the Company does not believe at this time that it is more likely than not that it will realize any deferred tax benefits in Canada. The Company’s Canadian operations remain in a three year cumulative loss position and continue to project losses in the near-term.

The Company’s valuation allowance in Belgium is primarily for tax loss carryforwards in a dormant entity that do not expire but the Company does not believe at this time it will be able to utilize the loss carryforwards.

At December 31, 2013, the Company had a net deferred tax asset of $14 in a Spanish food can business for which a valuation allowance was not recorded because the Company believes, based on current circumstances, that it is more likely than not to realize the benefit. However, the Company is considering certain planning actions in connection with its planned acquisition of Mivisa which, if implemented, may require the Company to record a valuation allowance in the future.

Management’s estimates of the appropriate valuation allowance in any jurisdiction involve a number of assumptions and judgments, including the amount and timing of future taxable income. Should future results differ from management’s estimates, it is possible there could be future adjustments to the valuation allowances that would result in an increase or decrease in tax expense in the period such changes in estimates are made.

The Company has not provided deferred taxes on $639 of earnings in certain non-U.S. subsidiaries because such earnings are indefinitely reinvested in its international operations. Upon distribution of such earnings in the form of dividends or otherwise, the Company would be subject to incremental tax. It is not practicable to estimate the amount of tax that might be payable.

A reconciliation of unrecognized tax benefits for 2013, 2012 and 2011 follows.

	2013			2012			2011
Balance at January 1	$	35		$	37		$	37
Additions for current year tax positions	—			—			8
Reductions to prior period tax positions	—			—			(5		)
Lapse of statute of limitations	(5		)	(3		)	(2		)
Foreign currency translation	1			1			(1		)
Balance at December 31	$	31		$	35		$	37

The Company’s reserves as presented primarily include potential liabilities related to transfer pricing, foreign withholding taxes, and non-deductibility of expenses and exclude $2 of penalties as of December 31, 2013. The total interest and penalties recorded in the statement of operations was less than $1 in each of the last three years.

The unrecognized tax benefits as of December 31, 2013 include $26 that, if recognized, would affect the effective tax rate. The remaining balance would have no effect due to valuation allowances in certain jurisdictions. 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 lapse 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.

The tax years that remained subject to examination by major tax jurisdiction as of December 31, 2013 were 2005 and subsequent years for France; 2006 and subsequent years for Spain and the U.K.; 2009 and subsequent years for Germany and Italy; 2010 and subsequent years for the U.S. and Canada. In addition, tax authorities in certain jurisdictions may examine earlier years when tax carryforwards that were generated in those years are subsequently utilized.

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Segment Information

12 Months Ended

Dec. 31, 2013

Segment Reporting [Abstract]

Segment Information

Segment Information

The Company’s business is organized geographically within three divisions, Americas, Europe and Asia Pacific. Within the Americas and European divisions, 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 and European Food within Europe. Within the Asia Pacific division, the Company has aggregated its beverage and non-beverage operations into a single reportable segment based on similar economic and qualitative characteristics.

Non-reportable segments include the Company’s aerosol can businesses in North America and Europe, the Company’s specialty packaging business in Europe and the Company’s tooling and equipment operations in the U.S. and United Kingdom.

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

The tables below present information about operating segments for the three years ended December 31, 2013, 2012 and 2011:

2013			Inter-				Depreciation
	External		segment		Segment		and		Capital		Segment
	sales		sales		assets		amortization		expenditures		income
Americas Beverage	$	2,289	$	61	$	1,588	$	35	$	76	$	327
North America Food	845		10		457		10		5		119
European Beverage	1,731		1		1,605		26		24		257
European Food	1,751		76		1,500		16		28		144
Asia Pacific	1,189		—		1,277		33		110		133
Total reportable segments	7,805		148		6,427		120		243		$	980
Non-reportable segments	851		113		633		8		21
Corporate and unallocated items	—		—		970		6		11
Total	$	8,656	$	261	$	8,030	$	134	$	275

2012			Inter-				Depreciation
	External		segment		Segment		and		Capital		Segment
	sales		sales		assets		amortization		expenditures		income
Americas Beverage	$	2,274	$	68	$	1,504	$	48	$	52	$	311
North America Food	876		9		500		13		7		146
European Beverage	1,653		13		1,593		42		25		217
European Food	1,793		96		1,464		29		26		180
Asia Pacific	979		—		1,147		27		181		137
Total reportable segments	7,575		186		6,208		159		291		$	991
Non-reportable segments	895		128		611		15		24
Corporate and unallocated items	—		—		681		6		9
Total	$	8,470	$	314	$	7,500	$	180	$	324

2011			Inter-				Depreciation
	External		segment		Segment		and		Capital		Segment
	sales		sales		assets		amortization		expenditures		income
Americas Beverage	$	2,273	$	71	$	1,445	$	44	$	126	$	302
North America Food	889		14		504		14		7		146
European Beverage	1,669		2		1,578		43		61		210
European Food	1,999		109		1,531		33		26		239
Asia Pacific	861		—		757		20		154		125
Total reportable segments	7,691		196		5,815		154		374		$	1,022
Non-reportable segments	$	953	196		593		15		17
Corporate and unallocated items	—		—		460		7		10
Total	$	8,644	$	392	$	6,868	$	176	$	401

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

“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.

A reconciliation of segment income of reportable segments to income before income taxes and equity earnings for the three years ended December 31, 2013, 2012 and 2011 follows:

	2013			2012			2011
Segment income of reportable segments	$	980		$	991		$	1,022
Segment income of non-reportable segments	102			98			139
Corporate and unallocated items	(165		)	(194		)	(208		)
Provision for asbestos	(32		)	(35		)	(28		)
Provision for restructuring	(46		)	(48		)	(77		)
Asset impairments and sales	12			48			(6		)
Loss from early extinguishments of debt	(41		)	—			(32		)
Interest expense	(236		)	(226		)	(232		)
Interest income	5			7			11
Foreign exchange	(3		)	1			(2		)
Income before income taxes and equity earnings	$	576		$	642		$	587

For the three years ended December 31, 2013, 2012 and 2011, intercompany profit of $2, $5 and $7 was eliminated within segment income of non-reportable segments.

For the three years ended December 31, 2013, 2012 and 2011, no one customer accounted for more than 10% of the Company's consolidated net sales.

Sales by major product were:

	2013		2012		2011
Metal beverage cans and ends	$	4,824	$	4,649	$	4,532
Metal food cans and ends	2,339		2,425		2,614
Other metal packaging	1,211		1,244		1,373
Other products	282		152		125
Consolidated net sales	$	8,656	$	8,470	$	8,644

Sales and long-lived assets for the major countries in which the Company operates were:

	Net Sales						Long-Lived Assets
	2013		2012		2011		2013		2012
United States	$	2,214	$	2,275	$	2,297	$	315	$	309
United Kingdom	759		852		826		163		138
France	547		568		675		70		65
Other	5,136		4,775		4,846		1,604		1,493
Consolidated total	$	8,656	$	8,470	$	8,644	$	2,152	$	2,005

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Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2013

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

Business and Principles of Consolidation. The consolidated financial statements include the accounts of Crown Holdings, Inc. (the “Company”) and its consolidated subsidiary companies (where the context requires, the “Company” shall include reference to the Company and its consolidated subsidiary companies).

The Company manufactures and sells metal containers, metal closures, and canmaking equipment. These products are manufactured in the Company’s plants both within and outside the U.S. and are sold through the Company’s sales organization to the soft drink, food, citrus, brewing, household products, personal care and various other industries. The financial statements were prepared in conformity with accounting principles generally accepted in the United States of America and reflect management’s estimates and assumptions. Actual results could differ from those estimates, impacting reported results of operations and financial position. All intercompany accounts and transactions are eliminated in consolidation. In deciding which entities should be reported on a consolidated basis, the Company first determines whether the entity is a variable interest entity (“VIE”). If an entity is a VIE, the Company determines whether it is the primary beneficiary based on whether it (1) has the power to direct the activities of the VIE that most significantly impact the entity’s economic performance and (2) has the obligation to absorb losses of the entity or the right to receive benefits from the entity that could potentially be significant to the VIE. If an entity is not a VIE, the Company consolidates those entities in which it has control, including certain subsidiaries that are not majority-owned. Certain of the Company’s agreements with noncontrolling interests contain provisions in which the Company would surrender certain decision-making rights upon a change in control of the Company. Accordingly, consolidation of these operations may no longer be appropriate subsequent to a change in control of the Company, as defined in the agreements. Investments in companies in which the Company does not have control, but has the ability to exercise significant influence over operating and financial policies, are accounted for by the equity method. Investments in securities where the Company does not have the ability to exercise significant influence over operating and financial policies, and whose fair value is readily determinable such as those listed on a securities exchange, are referred to as “available for sale securities” and reported at their fair value with unrealized gains and losses reported in accumulated other comprehensive income in equity. Other investments are carried at cost.

Foreign Currency Translation. For non-U.S. subsidiaries which operate in a local currency environment, assets and liabilities are translated into U.S. dollars at year-end exchange rates. Income, expense and cash flow items are translated at average exchange rates prevailing during the year. Translation adjustments for these subsidiaries are accumulated as a separate component of accumulated other comprehensive income in equity. For non-U.S. subsidiaries that use a U.S. dollar functional currency, local currency inventories and property, plant and equipment are translated into U.S. dollars at approximate rates prevailing when acquired; all other assets and liabilities are translated at year-end exchange rates. Inventories charged to cost of sales and depreciation are remeasured at historical rates; all other income and expense items are translated at average exchange rates prevailing during the year. Gains and losses which result from remeasurement are included in earnings.

Revenue Recognition. Revenue is recognized from product sales when the goods are shipped and the title and risk of loss pass to the customer. Provisions for discounts and rebates to customers, returns, and other adjustments are estimated and provided for in the period that the related sales are recorded. Taxes collected from customers and remitted to governmental authorities are excluded from net sales. Shipping and handling fees and costs are reported as cost of products sold.

Stock-Based Compensation. The Company has stock-based employee compensation plans that are currently comprised of fixed stock option grants and restricted stock awards. Compensation expense is recognized over the vesting period on a straight-line basis using the grant date fair value of the award and the estimated number of awards that are expected to vest. The Company’s plans provide for stock awards which include accelerated vesting upon retirement, disability, or death of eligible employees. The Company considers a stock-based award to be vested when the service period is no longer contingent on the employee providing future service. Accordingly, the related compensation cost is recognized immediately for awards granted to retirement-eligible individuals or over the period from the grant date to the date that retirement eligibility is achieved, if less that the stated vesting period.

Cash and Cash Equivalents. Cash equivalents represent investments with maturities of three months or less from the time of purchase and are carried at cost, which approximates fair value because of the short maturity of those instruments. Outstanding checks in excess of funds on deposit are included in accounts payable.

Accounts Receivable and Allowance for Doubtful Accounts. Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the best estimate of the amount of probable credit losses in the existing accounts receivable. The allowance is determined based on a review of individual accounts for collectability, generally

focusing on those accounts that are past due or experiencing financial difficulties. The current year expense to adjust the allowance for doubtful accounts is recorded within selling and administrative expense in the consolidated statements of operations.

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

Property, Plant and Equipment. Property, plant and equipment (“PP&E”) is carried at cost less accumulated depreciation and includes expenditures for new facilities and equipment and those costs which substantially increase the useful lives or capacity of existing PP&E. Cost of constructed assets includes capitalized interest incurred during the construction and development period. Maintenance and repairs, including labor and material costs for planned major maintenance such as annual production line overhauls, are expensed as incurred. When PP&E is retired or otherwise disposed, the net carrying amount is eliminated with any gain or loss on disposition recognized in earnings at that time.

Depreciation and amortization are provided on a straight-line basis over the estimated useful lives of the assets described below (in years). The Company periodically reviews the estimated useful lives of its PP&E and, where appropriate, changes are made prospectively.

Land improvements	25
Buildings and Building Improvements	25 – 40
Machinery and Equipment	3 – 18

The Company, with the assistance of a third party appraiser, completed an evaluation of the estimated useful lives of its two-piece and three-piece can-making equipment. As a result, effective January 1, 2013, the company adjusted the estimated useful lives of its can-making equipment to reflect its current estimate of the useful lives. As a result of this change, for the year ended December 31, 2013, depreciation and amortization was lower by $49 and net income higher by $36 or $0.26 per diluted share.

Goodwill. Goodwill is carried at cost and reviewed for impairment in the fourth quarter of each year or when facts and circumstances indicate goodwill may be impaired. Goodwill was allocated to the reporting units at the time of the acquisition based on the relative fair values of the reporting units. In assessing goodwill for impairment, the Company may first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the Company determines that an impairment is more likely than not, it will perform the two-step quantitative impairment test using a combination of market values for comparable businesses and discounted cash flow projections compared to the reporting unit's carrying value including goodwill. If the carrying value of a reporting unit exceeds its fair value, any impairment loss is measured by comparing the carrying value of the reporting unit’s goodwill to its implied fair value.

Impairment or Disposal of Long-Lived Assets. In the event that facts and circumstances indicate that the carrying value of long-lived assets, primarily PP&E and certain identifiable intangible assets with finite lives, may be impaired, the Company performs a recoverability evaluation. If the evaluation indicates that the carrying value of an asset is not recoverable from its undiscounted cash flows, an impairment loss is measured by comparing the carrying value of the asset to its fair value, based on discounted cash flows. Long-lived assets classified as held for sale are presented in the balance sheet at the lower of their carrying value or fair value less cost to sell.

Taxes on Income. The provision for income taxes is determined using the asset and liability approach. Deferred taxes represent the future expected tax consequences of differences between the financial reporting and tax bases of assets and liabilities based upon enacted tax rates and laws. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized. Investment tax credits are accounted for using the deferral method.

The with-and-without approach is used to account for utilization of windfall tax benefits arising from the Company’s stock-based compensation plans and only the direct impact of awards is considered when calculating the amount of windfalls or shortfalls. Income tax-related interest is reported as interest expense and penalties are reported as income tax expense.

Derivatives and Hedging. All outstanding derivative financial instruments are recognized in the balance sheet at their fair values. The impact on earnings from recognizing the fair values of these instruments depends on their intended use, their hedge designation and their effectiveness in offsetting changes in the fair values of the exposures they are hedging. Changes in the fair values of

instruments designated to reduce or eliminate adverse fluctuations in the fair values of recognized assets and liabilities and unrecognized firm commitments are reported currently in earnings along with changes in the fair values of the hedged items. Changes in the effective portions of the fair values of instruments used to reduce or eliminate adverse fluctuations in cash flows of anticipated or forecasted transactions are reported in equity as a component of accumulated other comprehensive income. Amounts in accumulated other comprehensive income are reclassified to earnings when the related hedged items impact earnings or the anticipated transactions are no longer probable. Changes in the fair values of derivative instruments that are not designated as hedges or do not qualify for hedge accounting treatment are reported currently in earnings. Amounts reported in earnings are classified consistent with the item being hedged.

The effectiveness of derivative instruments in reducing risks associated with the hedged exposures is assessed at inception and on an ongoing basis. Any amounts excluded from the assessment of hedge effectiveness, and any ineffective portion of designated hedges, are reported currently in earnings. Time value, a component of an instrument’s fair value, is excluded in assessing effectiveness for fair value hedges, except hedges of firm commitments, and included for cash flow hedges.

Hedge accounting is discontinued prospectively when (i) the instrument is no longer effective in offsetting changes in fair value or cash flows of the underlying hedged item, (ii) the instrument expires, is sold, terminated or exercised, or (iii) designating the instrument as a hedge is no longer appropriate.

The Company formally documents all relationships between its hedging instruments and hedged items at inception, including its risk management objective and strategy for establishing various hedge relationships. Cash flows from hedging instruments are classified in the Consolidated Statements of Cash Flows consistent with the items being hedged.

Treasury Stock. Treasury stock is reported at par value. The excess of fair value over par value is first charged to paid-in capital, if any, and then to retained earnings.

Research and Development. Net research, development and engineering costs of $36, $43 and $43 in 2013, 2012 and 2011, respectively, were expensed as incurred and reported in selling and administrative expense in the Consolidated Statements of Operations. Substantially all engineering and development costs are related to developing new products or designing significant improvements to existing products or processes. Costs primarily include employee salaries and benefits and facility costs.

Reclassifications. Certain reclassifications of prior years’ data have been made to conform to the current year presentation. As discussed further in Note S to the Company's consolidated financial statements, in the fourth quarter of 2013, the Company finalized the purchase price allocation related to its acquisition of Superior and as a result revised the presentation of certain 2012 amounts.

Recent Accounting and Reporting Pronouncements. In the first quarter of 2013, the Company adopted changes to the disclosure of offsetting assets and liabilities. These changes require an entity to disclose both gross and net information about instruments and transactions subject to an agreement similar to a master netting arrangement and eligible for offset in the statement of financial position. The disclosures are intended to enable users of an entity’s financial statements to understand and evaluate the effect or potential effect of master netting arrangements on an entity’s financial position, including the effect or potential effect of rights of setoff associated with certain financial instruments. Other than disclosure, these changes had no impact on the Company's consolidated financial statements. See Note R for the Company's disclosures.

In the first quarter of 2013, the Company adopted changes to the disclosure of amounts reclassified out of accumulated other comprehensive income. These changes require an entity to present in a single note or parenthetically on the face of the financial statements, the effect of significant amounts reclassified from each component of accumulated other comprehensive income based on its source and the income statement line items affected by the reclassification. If a component is not required to be reclassified to net income in its entirety, an entity is required to cross-reference to other disclosures that provide additional detail about those amounts. Other than disclosure, these changes had no impact on the Company's consolidated financial statements. See Note B for the Company's disclosures.

In the fourth quarter of 2013, the Company elected to early adopt changes to the presentation of an unrecognized tax benefit when a net operating loss or similar tax carryforward exists. The new guidance requires that an entity net its liability for an unrecognized tax benefit against all same-jurisdiction loss or similar tax carryforwards that would apply if the unrecognized tax benefit were settled for the presumed amount at the balance sheet date. The change did not have a material impact on the Company's consolidated balance sheet and had no impact on the Company's consolidated statements of operations, comprehensive income, cash flows or changes in shareholders' equity.

XML

Condensed Combining Financial Information

12 Months Ended

Dec. 31, 2013

Condensed Financial Information of Parent Company Only Disclosure [Abstract]

Condensed Combining Financial Information

Condensed Combining Financial Information

Crown European Holdings SA (Issuer), a wholly owned subsidiary of the Company, has €500 ($688 at December 31, 2013) principal amount of 7.125% senior notes due 2018 outstanding that are fully and unconditionally guaranteed by Crown Holdings, Inc. (Parent) and certain subsidiaries. The guarantors are wholly owned by the Company and the guarantees are made on a joint and several basis. The guarantor column includes financial information for all subsidiaries in the United States (except for an insurance subsidiary and a receivable securitization subsidiary), substantially all subsidiaries in Belgium, Canada, France, Germany, Mexico, Switzerland and the United Kingdom, and a subsidiary in the Netherlands. The following condensed combining financial statements:

•statements of comprehensive income and cash flows for the years ended December 31, 2013, 2012, 2011, and

•balance sheets as of December 31, 2013 and December 31, 2012

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 COMPREHENSIVE INCOME For the year ended December 31, 2013 (in millions)
	Parent		Issuer			Guarantors			Non- Guarantors			Eliminations			Total Company
Net sales						$	4,303		$	4,353					$	8,656
Cost of products sold, excluding depreciation and amortization			$	(1	)	3,512			3,669						7,180
Depreciation and amortization						51			83						134
Gross profit			1			740			601						1,342
Selling and administrative expense			(1		)	315			111						425
Provision for asbestos						32									32
Provision for restructuring						36			10						46
Asset impairments and sales						(16		)	4						(12		)
Loss from early extinguishment of debt			2			39									41
Net interest expense			54			125			52						231
Technology royalty						(33		)	33						—
Translation and foreign exchange						2			1						3
Income/(loss) before income taxes			(54		)	240			390			—			576
Provision for / (benefit from) income taxes			1			90			57						148
Equity earnings / (loss) in affiliates	$	324	221			174						$	(719	)	—
Net income	324		166			324			333			(719		)	428
Net income attributable to noncontrolling interests									(104		)				(104		)
Net income attributable to Crown Holdings	$	324	$	166		$	324		$	229		$	(719	)	$	324
Comprehensive income	$	425	$	152		$	425		$	308		$	(783	)	$	527
Comprehensive income attributable to noncontrolling interests									(102		)				(102		)
Comprehensive income attributable to Crown Holdings	$	425	$	152		$	425		$	206		$	(783	)	$	425

CONDENSED COMBINING STATEMENT OF COMPREHENSIVE INCOME For the year ended December 31, 2012 (in millions)
	Parent		Issuer			Guarantors			Non- Guarantors			Eliminations			Total Company
Net sales						$	4,573		$	3,897					$	8,470
Cost of products sold, excluding depreciation and amortization			$	(1	)	3,771			3,243						7,013
Depreciation and amortization						79			101						180
Gross profit			1			723			553						1,277
Selling and administrative expense			(2		)	290			94						382
Provision for asbestos						35									35
Provision for restructuring						45			3						48
Asset impairments and sales			(977		)	(1		)	(47		)	$	977		(48		)
Net interest expense			57			121			41						219
Technology royalty						(31		)	31						—
Translation and foreign exchange						(1		)							(1		)
Income/(loss) before income taxes			923			265			431			(977		)	642
Provision for / (benefit from) income taxes			8			(81		)	56						(17		)
Equity earnings / (loss) in affiliates	$	559	242			213			1			(1,010		)	5
Net income	559		1,157			559			376			(1,987		)	664
Net income attributable to noncontrolling interests									(105		)				(105		)
Net income attributable to Crown Holdings	$	559	$	1,157		$	559		$	271		$	(1,987	)	$	559
Comprehensive income	$	535	$	1,202		$	535		$	427		$	(2,054	)	$	645
Comprehensive income attributable to noncontrolling interests									(110		)				(110		)
Comprehensive income attributable to Crown Holdings	$	535	$	1,202		$	535		$	317		$	(2,054	)	$	535

CONDENSED COMBINING STATEMENT OF COMPREHENSIVE INCOME For the year ended December 31, 2011 (in millions)
	Parent		Issuer			Guarantors			Non- Guarantors			Eliminations			Total Company
Net sales						$	4,780		$	3,864					$	8,644
Cost of products sold, excluding depreciation and amortization			$	(1	)	3,934			3,187						7,120
Depreciation and amortization						82			94						176
Gross profit			1			764			583						1,348
Selling and administrative expense			(2		)	298			99						395
Provision for asbestos						28									28
Provision for restructuring						73			4						77
Asset impairments and sales									4			$	2		6
Loss from early extinguishment of debt			2			30									32
Net interest expense			78			104			39						221
Technology royalty						(46		)	46						—
Translation and foreign exchange						(3		)	5						2
Income/(loss) before income taxes			(77		)	280			386			(2		)	587
Provision for / (benefit from) income taxes						123			71						194
Equity earnings / (loss) in affiliates	$	282	239			125						(643		)	3
Net income	282		162			282			315			(645		)	396
Net income attributable to noncontrolling interests									(114		)				(114		)
Net income attributable to Crown Holdings	$	282	$	162		$	282		$	201		$	(645	)	$	282
Comprehensive income	$	19	$	3		$	19		$	219		$	(131	)	$	129
Comprehensive income attributable to noncontrolling interests									(110		)				(110		)
Comprehensive income attributable to Crown Holdings	$	19	$	3		$	19		$	109		$	(131	)	$	19

CONDENSED COMBINING BALANCE SHEET

As of December 31, 2013

(in millions)

	Parent		Issuer		Guarantors			Non- Guarantors		Eliminations			Total Company
Assets
Current assets
Cash and cash equivalents			$	48	$	392		$	249				$	689
Receivables, net			1		246			817					1,064
Intercompany receivables			2		89			63		$	(154	)	—
Inventories					565			648					1,213
Prepaid expenses and other current assets	$	1	10		146			57					214
Total current assets	1		61		1,438			1,834		(154		)	3,180
Intercompany debt receivables			1,531		3,746			589		(5,866		)	—
Investments	1,176		4,155		(325		)			(5,006		)	—
Goodwill					1,444			572					2,016
Property, plant and equipment, net					643			1,509					2,152
Other non-current assets			29		562			91					682
Total	$	1,177	$	5,776	$	7,508		$	4,595	$	(11,026	)	$	8,030
Liabilities and equity
Current liabilities
Short-term debt					$	2		$	277				$	279
Current maturities of long-term debt								94					94
Accounts payable and accrued liabilities	$	16	$	22	1,277			1,232					2,547
Intercompany payables			8		55			91		$	(154	)	—
Total current liabilities	16		30		1,334			1,694		(154		)	2,920
Long-term debt, excluding current maturities			942		2,332			195					3,469
Long-term intercompany debt	1,157		2,510		1,515			684		(5,866		)	—
Postretirement and pension liabilities					870			21					891
Other non-current liabilities			8		281			172					461
Commitments and contingent liabilities
Noncontrolling interests								285					285
Crown Holdings shareholders’ equity/(deficit)	4		2,286		1,176			1,544		(5,006		)	4
Total equity/(deficit)	4		2,286		1,176			1,829		(5,006		)	289
Total	$	1,177	$	5,776	$	7,508		$	4,595	$	(11,026	)	$	8,030

CONDENSED COMBINING BALANCE SHEET

As of December 31, 2012

(in millions)

	Parent			Issuer		Guarantors			Non- Guarantors		Eliminations			Total Company
Assets
Current assets
Cash and cash equivalents						$	134		$	216				$	350
Receivables, net						274			783					1,057
Intercompany receivables				$	2	41			32		$	(75	)	—
Inventories						582			584					1,166
Prepaid expenses and other current assets	$	1		14		123			39					177
Total current assets	1			16		1,154			1,654		(75		)	2,750
Intercompany debt receivables				1,578		3,141			492		(5,211		)	—
Investments	751			3,841		(276		)			(4,316		)	—
Goodwill						1,429			569					1,998
Property, plant and equipment, net						610			1,395					2,005
Other non-current assets				24		658			65					747
Total	$	752		$	5,459	$	6,716		$	4,175	$	(9,602	)	$	7,500
Liabilities and equity
Current liabilities
Short-term debt				$	2				$	259				$	261
Current maturities of long-term debt				18		$	28		69					115
Accounts payable and accrued liabilities	$	18		21		1,097			1,010					2,146
Intercompany payables						32			43		$	(75	)	—
Total current liabilities	18			41		1,157			1,381		(75		)	2,522
Long-term debt, excluding current maturities				1,003		2,073			213					3,289
Long-term intercompany debt	894			2,264		1,340			713		(5,211		)	—
Postretirement and pension liabilities						1,079			19					1,098
Other non-current liabilities				8		316			138					462
Commitments and contingent liabilities
Noncontrolling interests									289					289
Crown Holdings shareholders’ equity/(deficit)	(160		)	2,143		751			1,422		(4,316		)	(160		)
Total equity/(deficit)	(160		)	2,143		751			1,711		(4,316		)	129
Total	$	752		$	5,459	$	6,716		$	4,175	$	(9,602	)	$	7,500

CONDENSED COMBINING STATEMENT OF CASH FLOWS

For the year ended December 31, 2013

(in millions)

	Parent			Issuer			Guarantors			Non- Guarantors			Eliminations			Total Company
Net cash provided by/(used for) operating activities	$	16		$	(48	)	$	364		$	553					$	885
Cash flows from investing activities
Capital expenditures							(81		)	(194		)				(275		)
Insurance proceeds										8						8
Acquisition of businesses, net of cash acquired										(16		)				(16		)
Proceeds from sale of businesses, net of cash sold							10									10
Proceeds from sale of property, plant and equipment							20			9						29
Intercompany investing activities				(40		)	114						$	(74	)	—
Other, net										(2		)				(2		)
Net cash provided by/(used for) investing activities	—			(40		)	63			(195		)	(74		)	(246		)
Cash flows from financing activities
Proceeds from long-term debt							1,000			83						1,083
Payments of long-term debt				(218		)	(730		)	(74		)				(1,022		)
Net change in revolving credit facility and short-term debt				97			(45		)	(34		)				18
Net change in long-term intercompany balances	263			255			(380		)	(138		)				—
Debt issue costs				(6		)	(26		)							(32		)
Capital contribution										40			(40		)	—
Common stock issued	21															21
Common stock repurchased	(300		)													(300		)
Dividends paid										(114		)	114			—
Purchase of noncontrolling interests										(16		)				(16		)
Dividends paid to noncontrolling interests										(78		)				(78		)
Other				8			12									20
Net cash provided by/(used for) financing activities	(16		)	136			(169		)	(331		)	74			(306		)
Effect of exchange rate changes on cash and cash equivalents										6						6
Net change in cash and cash equivalents	—			48			258			33			—			339
Cash and cash equivalents at January 1							134			216						350
Cash and cash equivalents at December 31	$	—		$	48		$	392		$	249		$	—		$	689

CONDENSED COMBINING STATEMENT OF CASH FLOWS

For the year ended December 31, 2012

(in millions)

	Parent			Issuer			Guarantors			Non- Guarantors			Eliminations			Total Company
Net cash provided by/(used for) operating activities	$	16		$	(66	)	$	299		$	372					$	621
Cash flows from investing activities
Capital expenditures							(77		)	(247		)				(324		)
Insurance proceeds										48						48
Acquisition of businesses, net of cash acquired							(29		)	(49		)				(78		)
Proceeds from sale of intercompany investment				1,205			(1,205		)							—
Proceeds from sale of property, plant and equipment							3									3
Intercompany investing activities				(741		)	293						$	448		—
Other, net										(11		)				(11		)
Net cash provided by/(used for) investing activities				464			(1,015		)	(259		)	448			(362		)
Cash flows from financing activities
Proceeds from long-term debt										110						110
Payments of long-term debt							(1		)	(65		)				(66		)
Net change in revolving credit facility and short-term debt				(4		)	(103		)	135						28
Net change in long-term intercompany balances	226			(232		)	77			(71		)				—
Capital contribution							1,205			8			(1,213		)	—
Common stock issued	15															15
Common stock repurchased	(257		)													(257		)
Dividends paid				(170		)	(370		)	(225		)	765			—
Purchase of noncontrolling interests							(3		)	(1		)				(4		)
Dividends paid to noncontrolling interests										(79		)				(79		)
Other				8			(9		)							(1		)
Net cash provided by/(used for) financing activities	(16		)	(398		)	796			(188		)	(448		)	(254		)
Effect of exchange rate changes on cash and cash equivalents										3						3
Net change in cash and cash equivalents	—			—			80			(72		)	—			8
Cash and cash equivalents at January 1							54			288						342
Cash and cash equivalents at December 31	$	—		$	—		$	134		$	216		$	—		$	350

CONDENSED COMBINING STATEMENT OF CASH FLOWS For the year ended December 31, 2011 (in millions)
	Parent			Issuer			Guarantors			Non- Guarantors			Eliminations			Total Company
Net cash provided by/(used for) operating activities	$	10		$	(12	)	$	(119	)	$	500					$	379
Cash flows from investing activities
Capital expenditures							(107		)	(294		)				(401		)
Proceeds from sale of businesses, net of cash sold							4									4
Proceeds from sale of property, plant and equipment							26									26
Intercompany investing activities				8			290			(180		)	$	(118	)	—
Other							(1		)							(1		)
Net cash provided by/(used for) investing activities				8			212			(474		)	(118		)	(372		)
Cash flows from financing activities
Proceeds from long-term debt				383			1,250			137						1,770
Payments of long-term debt				(276		)	(748		)	(45		)				(1,069		)
Net change in revolving credit facility and short-term debt				(48		)	(54		)	(90		)				(192		)
Net change in long-term intercompany balances	291			(38		)	(438		)	185						—
Debt issue costs				(3		)	(19		)							(22		)
Common stock issued	11															11
Common stock repurchased	(312		)													(312		)
Dividends paid										(118		)	118			—
Purchase of noncontrolling interests							(98		)	(104		)				(202		)
Dividends paid to noncontrolling interests										(104		)				(104		)
Other				(14		)	3			2						(9		)
Net cash provided by/(used for) financing activities	(10		)	4			(104		)	(137		)	118			(129		)
Effect of exchange rate changes on cash and cash equivalents										1						1
Net change in cash and cash equivalents	—			—			(11		)	(110		)	—			(121		)
Cash and cash equivalents at January 1							65			398						463
Cash and cash equivalents at December 31	$	—		$	—		$	54		$	288		$	—		$	342

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

•statements of comprehensive income and cash flows for the years ended December 31, 2013, 2012, 2011, and

•balance sheets as of December 31, 2013 and December 31, 2012

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 COMPREHENSIVE INCOME For the year ended December 31, 2013 (in millions)
	Parent		Issuer			Non- Guarantors			Eliminations			Total Company
Net sales						$	8,656					$	8,656
Cost of products sold, excluding depreciation and amortization			$	(16	)	7,196						7,180
Depreciation and amortization						134						134
Gross profit			16			1,326						1,342
Selling and administrative expense			6			419						425
Provision for asbestos			32									32
Provision for restructuring						46						46
Asset impairments and sales			(2		)	(10		)				(12		)
Loss from early extinguishment of debt						41						41
Net interest expense			101			130						231
Translation and foreign exchange						3						3
Income/(loss) before income taxes			(121		)	697						576
Provision for / (benefit from) income taxes			(28		)	176						148
Equity earnings / (loss) in affiliates	$	324	417						$	(741	)	—
Net income	324		324			521			(741		)	428
Net income attributable to noncontrolling interests						(104		)				(104		)
Net income attributable to Crown Holdings	$	324	$	324		$	417		$	(741	)	$	324
Comprehensive income	$	425	$	425		$	620		$	(943	)	$	527
Comprehensive income attributable to noncontrolling interests						(102		)				(102		)
Comprehensive income attributable to Crown Holdings	$	425	$	425		$	518		$	(943	)	$	425

CONDENSED COMBINING STATEMENT OF COMPREHENSIVE INCOME For the year ended December 31, 2012 (in millions)
	Parent		Issuer			Non- Guarantors			Eliminations			Total Company
Net Sales						$	8,470					$	8,470
Cost of products sold, excluding depreciation and amortization						7,013						7,013
Depreciation and amortization						180						180
Gross profit						1,277						1,277
Selling and administrative expense			$	9		373						382
Provision for asbestos			35									35
Provision for restructuring						48						48
Asset impairments and sales						(48		)				(48		)
Net interest expense			90			129						219
Translation and foreign exchange						(1		)				(1		)
Income/(loss) before income taxes			(134		)	776						642
Provision for / (benefit from) income taxes			(36		)	19						(17		)
Equity earnings / (loss) in affiliates	$	559	657						$	(1,211	)	5
Net income	559		559			757			(1,211		)	664
Net income attributable to noncontrolling interests						(105		)				(105		)
Net income attributable to Crown Holdings	$	559	$	559		$	652		$	(1,211	)	$	559
Comprehensive income	$	535	$	535		$	738		$	(1,163	)	$	645
Comprehensive income attributable to noncontrolling interests						(110		)				(110		)
Comprehensive income attributable to Crown Holdings	$	535	$	535		$	628		$	(1,163	)	$	535

CONDENSED COMBINING STATEMENT OF COMPREHENSIVE INCOME For the year ended December 31, 2011 (in millions)
	Parent		Issuer			Non- Guarantors			Eliminations			Total Company
Net Sales						$	8,644					$	8,644
Cost of products sold, excluding depreciation and amortization						7,120						7,120
Depreciation and amortization						176						176
Gross profit						1,348						1,348
Selling and administrative expense			$	10		385						395
Provision for asbestos			28									28
Provision for restructuring						77						77
Asset impairments and sales						6						6
Loss from early extinguishment of debt						32						32
Net interest expense			83			138						221
Translation and foreign exchange						2						2
Income/(loss) before income taxes			(121		)	708						587
Provision for / (benefit from) income taxes			(7		)	201						194
Equity earnings / (loss) in affiliates	$	282	396			3			$	(678	)	3
Net income	282		282			510			(678		)	396
Net income attributable to noncontrolling interests						(114		)				(114		)
Net income attributable to Crown Holdings	$	282	$	282		$	396		$	(678	)	$	282
Comprehensive income	$	19	$	19		$	243		$	(152	)	$	129
Comprehensive income attributable to noncontrolling interests						(110		)				(110		)
Comprehensive income attributable to Crown Holdings	$	19	$	19		$	133		$	(152	)	$	19

CONDENSED COMBINING BALANCE SHEET

As of December 31, 2013

(in millions)

	Parent		Issuer		Non- Guarantors		Eliminations			Total Company
Assets
Current assets
Cash and cash equivalents					$	689				$	689
Receivables, net					1,064					1,064
Inventories					1,213					1,213
Prepaid expenses and other current assets	$	1	$	103	110					214
Total current assets	1		103		3,076					3,180
Intercompany debt receivables					1,908		$	(1,908	)	—
Investments	1,176		2,212				(3,388		)	—
Goodwill					2,016					2,016
Property, plant and equipment, net					2,152					2,152
Other non-current assets			349		333					682
Total	$	1,177	$	2,664	$	9,485	$	(5,296	)	$	8,030
Liabilities and equity
Current liabilities
Short-term debt					$	279				$	279
Current maturities of long-term debt					94					94
Accounts payable and accrued liabilities	$	16	$	36	2,495					2,547
Total current liabilities	16		36		2,868					2,920
Long-term debt, excluding current maturities			412		3,057					3,469
Long-term intercompany debt	1,157		751				$	(1,908	)	—
Postretirement and pension liabilities					891					891
Other non-current liabilities			289		172					461
Commitments and contingent liabilities
Noncontrolling interests					285					285
Crown Holdings shareholders’ equity/(deficit)	4		1,176		2,212		(3,388		)	4
Total equity/(deficit)	4		1,176		2,497		(3,388		)	289
Total	$	1,177	$	2,664	$	9,485	$	(5,296	)	$	8,030

CONDENSED COMBINING BALANCE SHEET

As of December 31, 2012

(in millions)

	Parent			Issuer		Non- Guarantors		Eliminations			Total Company
Assets
Current assets
Cash and cash equivalents						$	350				$	350
Receivables, net						1,057					1,057
Inventories						1,166					1,166
Prepaid expenses and other current assets	$	1		$	83	93					177
Total current assets	1			83		2,666					2,750
Intercompany debt receivables						1,769		$	(1,769	)	—
Investments	751			1,770				(2,521		)	—
Goodwill						1,998					1,998
Property, plant and equipment, net						2,005					2,005
Other non-current assets				504		243					747
Total	$	752		$	2,357	$	8,681	$	(4,290	)	$	7,500
Liabilities and equity
Current liabilities
Short-term debt						$	261				$	261
Current maturities of long-term debt						115					115
Accounts payable and accrued liabilities	$	18		$	34	2,094					2,146
Total current liabilities	18			34		2,470					2,522
Long-term debt, excluding current maturities				412		2,877					3,289
Long-term intercompany debt	894			875				$	(1,769	)	—
Postretirement and pension liabilities						1,098					1,098
Other non-current liabilities				285		177					462
Commitments and contingent liabilities
Noncontrolling interests						289					289
Crown Holdings shareholders’ equity/(deficit)	(160		)	751		1,770		(2,521		)	(160		)
Total equity/(deficit)	(160		)	751		2,059		(2,521		)	129
Total	$	752		$	2,357	$	8,681	$	(4,290	)	$	7,500

CONDENSED COMBINING STATEMENT OF CASH FLOWS

For the year ended December 31, 2013

(in millions)

	Parent			Issuer			Non- Guarantors			Eliminations			Total Company
Net cash provided by/(used for) operating activities	$	16		$	37		$	832					$	885
Cash flows from investing activities
Capital expenditures							(275		)				(275		)
Insurance proceeds							8						8
Acquisition of businesses, net of cash acquired							(16		)				(16		)
Proceeds from sale of businesses, net of cash sold				10									10
Proceeds from sale of property, plant and equipment							29						29
Intercompany investing activities				77						$	(77	)	—
Other							(2		)				(2		)
Net cash provided by/(used for) investing activities	—			87			(256		)	(77		)	(246		)
Cash flows from financing activities
Proceeds from long-term debt							1,083						1,083
Payments of long-term debt							(1,022		)				(1,022		)
Net change in revolving credit facility and short-term debt							18						18
Net change in long-term intercompany balances	263			(124		)	(139		)				—
Debt issue costs							(32		)				(32		)
Common stock issued	21												21
Common stock repurchased	(300		)										(300		)
Dividends paid							(77		)	77			—
Purchase of noncontrollling interests							(16		)				(16		)
Dividend paid to noncontrolling interests							(78		)				(78		)
Other							20						20
Net cash provided by/(used for) financing activities	(16		)	(124		)	(243		)	77			(306		)
Effect of exchange rate changes on cash and cash equivalents							6						6
Net change in cash and cash equivalents	—			—			339			—			339
Cash and cash equivalents at January 1							350						350
Cash and cash equivalents at December 31	$	—		$	—		$	689		$	—		$	689

CONDENSED COMBINING STATEMENT OF CASH FLOWS

For the year ended December 31, 2012

(in millions)

	Parent			Issuer			Non- Guarantors			Eliminations			Total Company
Net cash provided by/(used for) operating activities	$	16		$	(217	)	$	822					$	621
Cash flows from investing activities
Capital expenditures							(324		)				(324		)
Insurance proceeds							48						48
Acquisition of businesses, net of cash acquired							(78		)				(78		)
Proceeds from sale of property, plant and equipment							3						3
Intercompany investing activities				67						$	(67	)	—
Other							(11		)				(11		)
Net cash provided by/(used for) investing activities				67			(362		)	(67		)	(362		)
Cash flows from financing activities
Proceeds from long-term debt							110						110
Payments of long-term debt							(66		)				(66		)
Net change in revolving credit facility and short-term debt							28						28
Net change in long-term intercompany balances	226			150			(376		)				—
Common stock issued	15												15
Common stock repurchased	(257		)										(257		)
Dividends paid							(67		)	67			—
Purchase of noncontrolling interests							(4		)				(4		)
Dividend paid to noncontrolling interests							(79		)				(79		)
Other							(1		)				(1		)
Net cash provided by/(used for) financing activities	(16		)	150			(455		)	67			(254		)
Effect of exchange rate changes on cash and cash equivalents							3						3
Net change in cash and cash equivalents	—			—			8			—			8
Cash and cash equivalents at January 1							342						342
Cash and cash equivalents at December 31	$	—		$	—		$	350		$	—		$	350

CONDENSED COMBINING STATEMENT OF CASH FLOWS For the year ended December 31, 2011 (in millions)
	Parent			Issuer			Non- Guarantors			Eliminations			Total Company
Net cash provided by/(used for) operating activities	$	10		$	(39	)	$	408					$	379
Cash flows from investing activities
Capital expenditures							(401		)				(401		)
Proceeds from sale of business, net of cash sold							4						4
Proceeds from sale of property, plant and equipment							26						26
Intercompany investing activities				49						$	(49	)	—
Other							(1		)				(1		)
Net cash provided by/(used for) investing activities	—			49			(372		)	(49		)	(372		)
Cash flows from financing activities
Proceeds from long-term debt							1,770						1,770
Payments of long-term debt							(1,069		)				(1,069		)
Net change in revolving credit facility and short-term debt							(192		)				(192		)
Net change in long-term intercompany balances	291			86			(377		)				—
Debt issue costs							(22		)				(22		)
Common stock issued	11												11
Common stock repurchased	(312		)										(312		)
Dividends paid							(49		)	49			—
Purchase of noncontrolling interests				(96		)	(106		)				(202		)
Dividend paid to noncontrolling interests							(104		)				(104		)
Other							(9		)				(9		)
Net cash provided by/(used for) financing activities	(10		)	(10		)	(158		)	49			(129		)
Effect of exchange rate changes on cash and cash equivalents							1						1
Net change in cash and cash equivalents	—			—			(121		)	—			(121		)
Cash and cash equivalents at January 1							463						463
Cash and cash equivalents at December 31	$	—		$	—		$	342		$	—		$	342

Crown Americas, LLC, Crown Americas Capital Corp. II and Crown Americas Capital Corp. III (collectively, the Issuers), wholly owned subsidiaries of the Company, have outstanding $700 principal amount of 6.25% senior notes due 2021 and $1,000 principal amount of 4.5% senior notes due 2023, which are fully and unconditionally guaranteed by Crown Holdings, Inc. (Parent) and substantially all subsidiaries in the United States. The guarantors are wholly owned by the Company and the guarantees are made on a joint and several basis. The following condensed combining financial statements:

• statements of comprehensive income and cash flows for the years ended December 31, 2013, 2012, 2011, and

• balance sheets as of December 31, 2013 and December 31, 2012

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 COMPREHENSIVE INCOME For the year ended December 31, 2013 (in millions)
	Parent		Issuer			Guarantors			Non- Guarantors			Eliminations			Total Company
Net sales						$	2,214		$	6,442					$	8,656
Cost of products sold, excluding depreciation and amortization						1,746			5,434						7,180
Depreciation and amortization						29			105						134
Gross profit						439			903						1,342
Selling and administrative expense			$	9		154			262						425
Provision for asbestos						32									32
Provision for restructuring						5			41						46
Asset impairments and sales						(3		)	(9		)				(12		)
Loss from early extinguishment of debt			39			—			2						41
Net interest expense			46			91			94						231
Technology royalty						(48		)	48						—
Translation and foreign exchange									3						3
Income/(loss) before income taxes			(94		)	208			462						576
Provision for / (benefit from) income taxes			(36		)	100			84						148
Equity earnings / (loss) in affiliates	$	324	247			216						$	(787	)	—
Net income	324		189			324			378			(787		)	428
Net income attributable to noncontrolling interests									(104		)				(104		)
Net income attributable to Crown Holdings	$	324	$	189		$	324		$	274		$	(787	)	$	324
Comprehensive income	$	425	$	332		$	425		$	336		$	(991	)	$	527
Comprehensive income attributable to noncontrolling interests									(102		)				(102		)
Comprehensive income attributable to Crown Holdings	$	425	$	332		$	425		$	234		$	(991	)	$	425

CONDENSED COMBINING STATEMENT OF COMPREHENSIVE INCOME For the year ended December 31, 2012 (in millions)
	Parent		Issuer			Guarantors			Non- Guarantors			Eliminations			Total Company
Net sales						$	2,276		$	6,194					$	8,470
Cost of products sold, excluding depreciation and amortization						1,821			5,192						7,013
Depreciation and amortization						40			140						180
Gross profit						415			862						1,277
Selling and administrative expense			$	7		131			244						382
Provision for asbestos						35									35
Provision for restructuring						5			43						48
Asset impairments and sales						(1		)	(47		)				(48		)
Net interest expense			50			90			79						219
Technology royalty						(41		)	41						—
Translation and foreign exchange									(1		)				(1		)
Income/(loss) before income taxes			(57		)	196			503						642
Provision for / (benefit from) income taxes			(22		)	(97		)	102						(17		)
Equity earnings / (loss) in affiliates	$	559	217			266			1			$	(1,038	)	5
Net income	559		182			559			402			(1,038		)	664
Net income attributable to noncontrolling interests									(105		)				(105		)
Net income attributable to Crown Holdings	$	559	$	182		$	559		$	297		$	(1,038	)	$	559
Comprehensive income	$	535	$	162		$	535		$	391		$	(978	)	$	645
Comprehensive income attributable to noncontrolling interests									(110		)				(110		)
Comprehensive income attributable to Crown Holdings	$	535	$	162		$	535		$	281		$	(978	)	$	535

CONDENSED COMBINING STATEMENT OF COMPREHENSIVE INCOME For the year ended December 31, 2011 (in millions)
	Parent		Issuer			Guarantors			Non- Guarantors			Eliminations			Total Company
Net sales						$	2,297		$	6,347					$	8,644
Cost of products sold, excluding depreciation and amortization						1,865			5,255						7,120
Depreciation and amortization						39			137						176
Gross profit						393			955						1,348
Selling and administrative expense			$	6		134			255						395
Provision for asbestos						28									28
Provision for restructuring						2			75						77
Asset impairments and sales						1			5						6
Loss from early extinguishment of debt			30			1			1						32
Net interest expense			49			81			91						221
Technology royalty						(47		)	47						—
Translation and foreign exchange									2						2
Income/(loss) before income taxes			(85		)	193			479						587
Provision for / (benefit from) income taxes			(32		)	114			112						194
Equity earnings / (loss) in affiliates	$	282	237			203						$	(719	)	3
Net income	282		184			282			367			(719		)	396
Net income attributable to noncontrolling interests									(114		)				(114		)
Net income attributable to Crown Holdings	$	282	$	184		$	282		$	253		$	(719	)	$	282
Comprehensive income	$	19	$	160		$	19		$	125		$	(194	)	$	129
Comprehensive income attributable to noncontrolling interests									(110		)				(110		)
Comprehensive income attributable to Crown Holdings	$	19	$	160		$	19		$	15		$	(194	)	$	19

CONDENSED COMBINING BALANCE SHEET

As of December 31, 2013

(in millions)

	Parent		Issuer		Guarantors		Non- Guarantors		Eliminations			Total Company
Assets
Current assets
Cash and cash equivalents			$	177	$	2	$	510				$	689
Receivables, net					26		1,038					1,064
Intercompany receivables					30		81		$	(111	)	—
Inventories					266		947					1,213
Prepaid expenses and other current assets	$	1	2		109		102					214
Total current assets	1		179		433		2,678		(111		)	3,180
Intercompany debt receivables			1,476		1,808		19		(3,303		)	—
Investments	1,176		1,917		685				(3,778		)	—
Goodwill					453		1,563					2,016
Property, plant and equipment, net			1		314		1,837					2,152
Other non-current assets			36		388		258					682
Total	$	1,177	$	3,609	$	4,081	$	6,355	$	(7,192	)	$	8,030
Liabilities and equity
Current liabilities
Short-term debt							$	279				$	279
Current maturities of long-term debt							94					94
Accounts payable and accrued liabilities	$	16	$	49	$	466	2,016					2,547
Intercompany payables					81		30		$	(111	)	—
Total current liabilities	16		49		547		2,419		(111		)	2,920
Long-term debt, excluding current maturities			1,920		412		1,137					3,469
Long-term intercompany debt	1,157		594		1,353		199		(3,303		)	—
Postretirement and pension liabilities					299		592					891
Other non-current liabilities					294		167					461
Commitments and contingent liabilities
Noncontrolling interests							285					285
Crown Holdings shareholders’ equity/(deficit)	4		1,046		1,176		1,556		(3,778		)	4
Total equity/(deficit)	4		1,046		1,176		1,841		(3,778		)	289
Total	$	1,177	$	3,609	$	4,081	$	6,355	$	(7,192	)	$	8,030

CONDENSED COMBINING BALANCE SHEET

As of December 31, 2012

(in millions)

	Parent			Issuer		Guarantors		Non- Guarantors		Eliminations			Total Company
Assets
Current assets
Cash and cash equivalents				$	27	$	1	$	322				$	350
Receivables, net				2		14		1,041					1,057
Intercompany receivables						7		17		$	(24	)	—
Inventories						282		884					1,166
Prepaid expenses and other current assets	$	1		1		92		83					177
Total current assets	1			30		396		2,347		(24		)	2,750
Intercompany debt receivables				1,530		1,483		279		(3,292		)	—
Investments	751			1,560		608				(2,919		)	—
Goodwill						453		1,545					1,998
Property, plant and equipment, net				1		308		1,696					2,005
Other non-current assets				26		529		192					747
Total	$	752		$	3,147	$	3,777	$	6,059	$	(6,235	)	$	7,500
Liabilities and equity
Current liabilities
Short-term debt								$	261				$	261
Current maturities of long-term debt				$	28			87					115
Accounts payable and accrued liabilities	$	18		33		$	317	1,778					2,146
Intercompany payables						17		7		$	(24	)	—
Total current liabilities	18			61		334		2,133		(24		)	2,522
Long-term debt, excluding current maturities				1,616		412		1,261					3,289
Long-term intercompany debt	894			756		1,447		195		(3,292		)	—
Postretirement and pension liabilities						545		553					1,098
Other non-current liabilities						288		174					462
Commitments and contingent liabilities
Noncontrolling interests								289					289
Crown Holdings shareholders’ equity/(deficit)	(160		)	714		751		1,454		(2,919		)	(160		)
Total equity/(deficit)	(160		)	714		751		1,743		(2,919		)	129
Total	$	752		$	3,147	$	3,777	$	6,059	$	(6,235	)	$	7,500

CONDENSED COMBINING STATEMENT OF CASH FLOWS

For the year ended December 31, 2013

(in millions)

	Parent			Issuer			Guarantors			Non- Guarantors			Eliminations			Total Company
Net provided by/(used for) operating activities	$	16		$	(18	)	$	352		$	535					$	885
Cash flows from investing activities
Capital expenditures							(37		)	(238		)				(275		)
Insurance proceeds										8						8
Acquisition of businesses, net of cash acquired										(16		)				(16		)
Proceeds from sale of businesses, net of cash sold							10									10
Proceeds from sale of property, plant and equipment							4			25						29
Intercompany investing activities				32			91						$	(123	)	—
Other										(2		)				(2		)
Net cash provided by/(used for) investing activities				32			68			(223		)	(123		)	(246		)
Cash flows from financing activities
Proceeds from long-term debt				1,000						83						1,083
Payments of long-term debt				(730		)				(292		)				(1,022		)
Net change in revolving credit facility and short-term debt										18						18
Net change in long-term intercompany balances	263			(108		)	(419		)	264						—
Debt issue costs				(26		)				(6		)				(32		)
Common stock issued	21															21
Common stock repurchased	(300		)													(300		)
Dividends paid										(123		)	123			—
Purchase of noncontrolling interests										(16		)				(16		)
Dividends paid to noncontrolling interests										(78		)				(78		)
Other										20						20
Net cash provided by/(used for) financing activities	(16		)	136			(419		)	(130		)	123			(306		)
Effect of exchange rate changes on cash and cash equivalents										6						6
Net change in cash and cash equivalents	—			150			1			188			—			339
Cash and cash equivalents at January 1				27			1			322						350
Cash and cash equivalents at December 31	$	—		$	177		$	2		$	510		$	—		$	689

CONDENSED COMBINING STATEMENT OF CASH FLOWS

For the year ended December 31, 2012

(in millions)

	Parent			Issuer			Guarantors			Non- Guarantors			Eliminations			Total Company
Net provided by/(used for) operating activities	$	16		$	(28	)	$	213		$	420					$	621
Cash flows from investing activities
Capital expenditures							(41		)	(283		)				(324		)
Insurance proceeds										48						48
Acquisition of businesses, net of cash acquired							(29		)	(49		)				(78		)
Proceeds from sale of property, plant and equipment							1			2						3
Intercompany investing activities				29			268						$	(297	)	—
Other										(11		)				(11		)
Net cash provided by/(used for) investing activities	—			29			199			(293		)	(297		)	(362		)
Cash flows from financing activities
Proceeds from long-term debt										110						110
Payments of long-term debt							(1		)	(65		)				(66		)
Net change in revolving credit facility and short-term debt				(104		)				132						28
Net change in long-term intercompany balances	226			109			(408		)	73						—
Common stock issued	15															15
Common stock repurchased	(257		)													(257		)
Dividends paid										(297		)	297			—
Purchase of noncontrolling interests							(3		)	(1		)				(4		)
Dividends paid to noncontrolling interests										(79		)				(79		)
Other										(1		)				(1		)
Net cash provided by/(used for) financing activities	(16		)	5			(412		)	(128		)	297			(254		)
Effect of exchange rate changes on cash and cash equivalents										3						3
Net change in cash and cash equivalents	—			6			—			2			—			8
Cash and cash equivalents at January 1				21			1			320						342
Cash and cash equivalents at December 31	$	—		$	27		$	1		$	322		$	—		$	350

	Parent			Issuer			Guarantors			Non- Guarantors			Eliminations			Total Company
Net provided by/(used for) operating activities	$	10		$	(29	)	$	(127	)	$	525					$	379
Cash flows from investing activities
Capital expenditures							(55		)	(346		)				(401		)
Proceeds from sale of businesses, net of cash sold							4									4
Proceeds from sale of property, plant and equipment										26						26
Intercompany investing activities				31			53						$	(84	)	—
Other							(1		)							(1		)
Net cash provided by/(used for) investing activities	—			31			1			(320		)	(84		)	(372		)
Cash flows from financing activities
Proceeds from long-term debt				1,250						520						1,770
Payments of long-term debt				(746		)	(1		)	(322		)				(1,069		)
Net change in revolving credit facility and short-term debt				(55		)				(137		)				(192		)
Net change in long-term intercompany balances	291			(449		)	223			(65		)				—
Debt issue costs				(19		)				(3		)				(22		)
Common stock issued	11															11
Common stock repurchased	(312		)													(312		)
Dividends paid										(84		)	84			—
Purchase of noncontrolling interests							(96		)	(106		)				(202		)
Dividends paid to noncontrolling interests										(104		)				(104		)
Other										(9		)				(9		)
Net cash provided by/(used for) financing activities	(10		)	(19		)	126			(310		)	84			(129		)
Effect of exchange rate changes on cash and cash equivalents										1						1
Net change in cash and cash equivalents	—			(17		)	—			(104		)	—			(121		)
Cash and cash equivalents at January 1				38			1			424						463
Cash and cash equivalents at December 31	$	—		$	21		$	1		$	320		$	—		$	342

XML

Stock-Based Compensation (Summary of Stock Option Activity) (Details) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Shares
Options outstanding at beginning of period (in shares)	2,556,114
Granted (in shares)	0	0
Exercised (in shares)	(851,061)
Forfeited (in shares)	(5,000)
Expired (in shares)	(5,000)
Options outstanding at end of period (in shares)	1,695,053	2,556,114
Options fully vested or expected to vest at end of period (in shares)	1,693,076
Weighted average exercise price
Options outstanding at beginning of period (in usd per share)	$ 21.38
Granted (in usd per share)	$ 0.00
Exercised (in usd per share)	$ 21.72
Forfeited (in usd per share)	$ 23.45
Expired (in usd per share)	$ 23.45
Options outstanding at end of period (in usd per share)	$ 21.20	$ 21.38
Options fully vested or expected to vest at end of period (in usd per share)	$ 21.18

XML

Pension and Other Postretirement Benefits (Schedule of Amounts Recorded in Other Comprehensive Income) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Compensation and Retirement Disclosure [Abstract]
Amortization of net loss and prior service cost	$ 18	$ 19	$ 18
Net loss and prior service cost adjustments arising in the current year	$ (39)	$ 60	$ 52

XML

Property, Plant and Equipment (Tables)

12 Months Ended

Dec. 31, 2013

Property, Plant and Equipment [Abstract]

Summary of Property, Plant and Equipment

	2013			2012
Buildings and improvements	$	942		$	923
Machinery and equipment	4,768			4,559
Land and improvements	143			167
Construction in progress	172			185
	6,025			5,834
Less: accumulated depreciation and amortization	(3,873		)	(3,829		)
	$	2,152		$	2,005

XML

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2013

Income Tax Disclosure [Abstract]

Components of Income Before Income Taxes and Equity Earnings

The components of income before income taxes and equity earnings were as follows:

	2013		2012		2011
U.S.	$	116	$	127	$	66
Foreign	460		515		521
	$	576	$	642	$	587

Provision for Income Taxes

The provision for income taxes consisted of the following:

	2013		2012			2011
Current tax:
U.S. federal	11		—			—
State and foreign	$	87	$	84		$	111
	$	98	$	84		$	111
Deferred tax:
U.S. federal	$	41	$	(131	)	$	69
State and foreign	9		30			14
	50		(101		)	83
Total	$	148	$	(17	)	$	194

Schedule of U.S. Statutory Federal Income Tax Rate to Pre-tax Income

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

	2013			2012			2011
U.S. statutory rate at 35%	$	203		$	223		$	205
Tax on foreign income	(53		)	(70		)	(50		)
Valuation allowance	1			56			(19		)
Tax law changes	11			2			(4		)
Other items, net	(14		)	(228		)	62
Income tax provision	$	148		$	(17	)	$	194

Components of Deferred Taxes

The components of deferred taxes at December 31 are:

	2013					2012
	Assets			Liabilities		Assets			Liabilities
Tax loss and credit carryforwards	$	640		$	—	$	744		$	—
Postretirement and postemployment benefits	107			—		130			—
Pensions	150			1		246			10
Property, plant and equipment	13			111		7			114
Asbestos	98			—		97			—
Accruals and other	120			123		86			140
Valuation allowances	(343		)	—		(400		)	—
Total	$	785		$	235	$	910		$	264

Schedule of Tax Loss and Credit Carryforwards Expiration

Tax loss and credit carryforwards expire as follows:

2014	$	24
2015	23
2016	13
2017	32
2018	32
Thereafter	368
Unlimited	148

Reconciliation of Unrecognized Tax Benefits

A reconciliation of unrecognized tax benefits for 2013, 2012 and 2011 follows.

	2013			2012			2011
Balance at January 1	$	35		$	37		$	37
Additions for current year tax positions	—			—			8
Reductions to prior period tax positions	—			—			(5		)
Lapse of statute of limitations	(5		)	(3		)	(2		)
Foreign currency translation	1			1			(1		)
Balance at December 31	$	31		$	35		$	37

XML

Asbestos-Related Liabilities (Summary of Outstanding Claims by Year Of Exposure and State Filed) (Details)	Dec. 31, 2013 Claim	Dec. 31, 2012 Claim	Dec. 31, 2011 Claim	Dec. 31, 2010 Claim
Causes of Increase (Decrease) in Liability for Unpaid Claims and Claims Adjustment Expense [Line Items]
Claims outstanding	53,000	51,000	50,000	50,000
Asbestos After 1964 [Member]
Causes of Increase (Decrease) in Liability for Unpaid Claims and Claims Adjustment Expense [Line Items]
Claims outstanding	16,000	15,000
Texas [Member] | Asbestos Before or During 1964 [Member]
Causes of Increase (Decrease) in Liability for Unpaid Claims and Claims Adjustment Expense [Line Items]
Claims outstanding	13,000	13,000
Pennsylvania [Member] | Asbestos Before or During 1964 [Member]
Causes of Increase (Decrease) in Liability for Unpaid Claims and Claims Adjustment Expense [Line Items]
Claims outstanding	2,000	2,000
Other States that have Enacted Asbestos Legislation [Member] | Asbestos Before or During 1964 [Member]
Causes of Increase (Decrease) in Liability for Unpaid Claims and Claims Adjustment Expense [Line Items]
Claims outstanding	6,000	6,000
Other States [Member] | Asbestos Before or During 1964 [Member]
Causes of Increase (Decrease) in Liability for Unpaid Claims and Claims Adjustment Expense [Line Items]
Claims outstanding	16,000	15,000

XML

Consolidated Statements of Operations (USD $) In Millions, except Per Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Income Statement [Abstract]
Net sales	$ 8,656	$ 8,470	$ 8,644
Cost of products sold, excluding depreciation and amortization	7,180	7,013	7,120
Depreciation and amortization	134	180	176
Gross profit	1,342	1,277	1,348
Selling and administrative expense	425	382	395
Provision for asbestos	32	35	28
Provision for restructuring	46	48	77
Asset impairments and sales	(12)	(48)	6
Loss from early extinguishments of debt	41	0	32
Interest expense	236	226	232
Interest income	(5)	(7)	(11)
Foreign exchange	3	(1)	2
Income before income taxes and equity earnings	576	642	587
Provision for / (benefit from) income taxes	148	(17)	194
Equity earnings in affiliates	0	5	3
Net income	428	664	396
Net income attributable to noncontrolling interests	(104)	(105)	(114)
Net income attributable to Crown Holdings	$ 324	$ 559	$ 282
Earnings per common share attributable to Crown Holdings:
Basic (in usd per share)	$ 2.32	$ 3.83	$ 1.86
Diluted (in usd per share)	$ 2.30	$ 3.77	$ 1.83

XML

Restructuring (Tables)

12 Months Ended

Dec. 31, 2013

Restructuring Cost and Reserve [Line Items]

Restructuring Charges by Action

The Company recorded restructuring charges as follows:

	2013		2012		2011
North America Food	5		3		3
European Food	14		15		9
European Beverage	2		—		—
Asia Pacific	1		4		—
Non-reportable segments	16		18		45
Corporate	8		8		20
	$	46	$	48	$	77

Restructuring Cost by Type

Restructuring charges by type are as follows:

	2013		2012		2011
Termination benefits	$	35	$	35	$	56
Other exit costs	11		13		21
	$	46	$	48	$	77

2011 European Division Headquarters Relocation [Member]

Restructuring Cost and Reserve [Line Items]

Restructuring Accrual Balances And Utilization By Cost Type

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

	Termination benefits		Other exit costs			Total
Balance at December 31, 2011	$	—	$	19		$	19
Provisions	—		3			3
Balance at December 31, 2012	—		22			22
Provisions	—		3			3
Payments	—		(7		)	(7		)
Balance at December 31, 2013	$	—	$	18		$	18

Europe Food [Member]

Restructuring Cost and Reserve [Line Items]

Restructuring Accrual Balances And Utilization By Cost Type

	Termination benefits			Other exit costs			Total
Balance at December 31, 2011	$	10		$	—		$	10
Provisions	14			1			15
Payments made	(7		)	(1		)	(8		)
Foreign currency translation	1			—			1
Balance at December 31, 2012	18			—			18
Provisions	—			2			2
Payments	(12		)	(2		)	(14		)
Balance at December 31, 2013	$	6		$	—		$	6

2011 and 2012 European Division Actions [Member]

Restructuring Cost and Reserve [Line Items]

Restructuring Accrual Balances And Utilization By Cost Type

The table below summarizes the restructuring accrual balances and utilization by cost type for this action.

	Termination benefits			Other exit costs			Total
Balance at December 31, 2011	$	45		$	—		$	45
Provisions	15			3			18
Payments made	(23		)	(3		)	(26		)
Balance at December 31, 2012	37			—			37
Provisions	—			4			4
Payments made	(20		)	(4		)	(24		)
Foreign currency translation	(1		)	—			(1		)
Balance at December 31, 2013	$	16		$	—		$	16

2013 European Division Actions [Member]

Restructuring Cost and Reserve [Line Items]

Restructuring Accrual Balances And Utilization By Cost Type

The table below summarizes the restructuring accrual balances and utilization by cost type for this action.

	Termination benefits			Other exit costs		Total
Balance at December 31, 2012	$	—		$	—	$	—
Provision	31			—		31
Payments	(5		)	—		(5		)
Foreign currency translation	1			—		1
Balance at December 31, 2013	$	27		$	—	$	27

Other

As a result of prior restructuring actions in the Company's North America food business, the Company may incur a future charge of up to $16 related to pension settlements which may be triggered as employees elect to receive lump sum distributions. The timing and amount of the charge may be impacted by the number of employees who elect to receive lump sum distributions.

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Acquisitions (Details) In Millions, unless otherwise specified	12 Months Ended			3 Months Ended	12 Months Ended							12 Months Ended				3 Months Ended
	Dec. 31, 2013 USD ($)	Dec. 31, 2012 USD ($)	Dec. 31, 2011 USD ($)	Dec. 31, 2012 Vietnam [Member] USD ($)	Dec. 31, 2013 Superior Multi-Packaging, Ltd. [Member] USD ($)	Dec. 31, 2012 Superior Multi-Packaging, Ltd. [Member] USD ($)	Dec. 31, 2013 Purchase Price Allocation Adjustments [Member] Superior Multi-Packaging, Ltd. [Member] USD ($)	Jun. 30, 2013 Mivisa [Member] USD ($)	Jun. 30, 2013 Mivisa [Member] EUR (€)	Dec. 31, 2013 Mivisa [Member] USD ($)	Dec. 31, 2013 Mivisa [Member] EUR (€)	Dec. 31, 2012 Superior Multi-Packaging, Ltd. [Member] USD ($)	Dec. 31, 2013 Superior Multi-Packaging, Ltd. [Member] Corporate Joint Venture [Member]	Dec. 31, 2012 Superior Multi-Packaging, Ltd. [Member] Corporate Joint Venture [Member] USD ($)	Dec. 31, 2013 Bargain Purchase Gain [Member] Corporate Joint Venture [Member] USD ($)	Dec. 31, 2012 Food Can Production Business [Member] United States [Member] USD ($)	Dec. 31, 2012 Food Can Production Business [Member] United States [Member] Customer Contracts [Member] USD ($)
Business Acquisition [Line Items]
PendingAcquisitionPrice										$ 688	€ 500
Pending Acquisition Price Interest										7.6	5.5
Purchase price allocation, debt										963	700	28
Pending Acquisition Termination Fee										56	41
Acquiree, sales								764	555
Payments to Acquire Businesses, Net of Cash Acquired	16	78	0
Business combination, consideration transferred				38										20		29
Joint venture ownership percentage													96.00%	85.00%
Net sales					132	126
Net sales generated post-acquisition												8
Purchase price allocation, cash												9
Purchase price allocation, receivables												39
Purchase price allocation, inventory												22				1
Purchase price allocation, fixed assets							10					39				3
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Accounts Payable							1					23
Purchase price allocation, non-controlling interests							4					7
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities Noncurrent							3
Gain related to business acquisition							6					14
Net income attributable to noncontrolling interests	104	105	114												11
Purchase price allocation, customer contracts																	$ 25

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Pension and Other Postretirement Benefits (Schedule of One-Percentage-Point Change in Assumed Health Care Cost Trend Rates) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013
Compensation and Retirement Disclosure [Abstract]
Effect on total service and interest cost, Increase	$ 2
Effect on total service and interest cost, Decrease	2
Effect on postretirement benefit obligation, Increase	20
Effect on postretirement benefit obligation, Decrease	$ 17

XML

Consolidated Statements of Cash Flows (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Cash flows from operating activities
Net income	$ 428	$ 664	$ 396
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	134	180	176
Provision for restructuring	46	48	77
Asset impairments and sales	(12)	(48)	6
Provision for bad debts	41	0	2
Pension expense	75	97	97
Pension contributions	(84)	(102)	(404)
Stock-based compensation	21	18	18
Deferred income taxes	50	(101)	83
Changes in assets and liabilities:
Receivables	(51)	(113)	(36)
Inventories	(45)	21	(119)
Accounts payable and accrued liabilities	246	(6)	100
Other, net	36	(37)	(17)
Net cash provided by operating activities	885	621	379
Cash flows from investing activities
Capital expenditures	(275)	(324)	(401)
Insurance proceeds	8	48	0
Acquisition of businesses, net of cash acquired	(16)	(78)	0
Proceeds from sale of businesses, net of cash sold	10	0	4
Proceeds from sale of property, plant and equipment	29	3	26
Other	(2)	(11)	(1)
Net cash used for investing activities	(246)	(362)	(372)
Cash flows from financing activities
Proceeds from long-term debt	1,083	110	1,770
Payments of long-term debt	(1,022)	(66)	(1,069)
Net change in revolving credit facility and short-term debt	18	28	(192)
Debt issue costs	(32)	0	(22)
Common stock issued	21	15	11
Common stock repurchased	(300)	(257)	(312)
Purchase of noncontrolling interests	(16)	(4)	(202)
Dividends paid to noncontrolling interests	(78)	(79)	(104)
Other	20	(1)	(9)
Net cash used for financing activities	(306)	(254)	(129)
Effect of exchange rate changes on cash and cash equivalents	6	3	1
Net change in cash and cash equivalents	339	8	(121)
Cash and cash equivalents at January 1	350	342	463
Cash and cash equivalents at December 31	$ 689	$ 350	$ 342

XML

Derivative and Other Financial Instruments (Schedule of Offsetting Derivative Assets and Liabilities) (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Gross Amounts Recognized in the Balance Sheet, Derivative Assets	$ 37	$ 22
Gross Amounts Not Offset in the Balance Sheet, Derivative Assets	2	7
Net Amount, Derivative Assets	35	15
Gross Amounts Recognized in the Balance Sheet, Derivative Liabilities	60	30
Gross Amounts Not Offset in the Balance Sheet, Derivative Liabilities	2	7
Net Amount, Derivative Liabilities	$ 58	$ 23

XML

Receivables (Narrative) (Details) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013 USD ($)	Dec. 31, 2012 USD ($)	Dec. 31, 2011 USD ($)	Dec. 31, 2013 North American Facility [Member] USD ($)	Dec. 31, 2012 Europe [Member] USD ($)	Dec. 31, 2012 Europe [Member] EUR (€)	Dec. 31, 2013 European Food Customer [Member] USD ($)
Accounts, Notes, Loans and Financing Receivable [Line Items]
Receivables, net	$ 1,064	$ 1,057					$ 25
Securitization facilities				200	151	110
Interest expense securitization and factoringfacilities	$ 10	$ 8	$ 10

XML

Earnings Per Share (Computations of Basic and Diluted Earnings Per Share) (Details) (USD $) In Millions, except Per Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Earnings Per Share [Abstract]
Net income attributable to Crown Holdings	$ 324	$ 559	$ 282
Weighted average shares outstanding:
Basic (in shares)	139.5	146.1	151.7
Add: dilutive stock options and restricted stock (in shares)	1.2	2.3	2.6
Diluted (in shares)	140.7	148.4	154.3
Basic EPS (in usd per share)	$ 2.32	$ 3.83	$ 1.86
Diluted EPS (in usd per share)	$ 2.30	$ 3.77	$ 1.83
Contingently issuable shares excluded from the computation of diluted earnings per share because the effect would have been anti-dilutive.	0.1	0.1	0.1

XML

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2013

Accounting Policies [Abstract]

Estimated Useful Lives of Property, Plant and Equipment

Depreciation and amortization are provided on a straight-line basis over the estimated useful lives of the assets described below (in years). The Company periodically reviews the estimated useful lives of its PP&E and, where appropriate, changes are made prospectively.

Land improvements	25
Buildings and Building Improvements	25 – 40
Machinery and Equipment	3 – 18

XML

Other Non-Current Assets (Components of Other Non-Current Assets) (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Investments, All Other Investments [Abstract]
Deferred taxes	$ 488	$ 577
Debt issue costs	54	40
Investments	20	30
Fair value of derivatives	0	1
Other	120	99
Other non-current assets	$ 682	$ 747

XML

Capital Stock

12 Months Ended

Dec. 31, 2013

Capital Stock [Abstract]

Capital Stock

Capital Stock

A summary of common share activity for the years ended December 31 is as follows (in shares):

	2013		2012		2011
Common shares outstanding at January 1	143,136,473		148,449,293		155,256,791
Shares repurchased	(6,925,789	)	(6,954,968	)	(7,965,176	)
Shares issued upon exercise of employee stock options	855,061		1,143,755		666,183
Restricted stock issued to employees, net of forfeitures	1,115,484		468,323		463,885
Shares issued to non-employee directors	26,660		30,070		27,610
Common shares outstanding at December 31	138,207,889		143,136,473		148,449,293

The share repurchases were made pursuant to authorizations from the Company's Board of Directors. In December 2012, the Company's Board of Directors authorized the repurchase of an aggregate amount of $800 of the Company's common stock through the end of 2014. This authorization supersedes the previous authorization. Share repurchases under the Company's programs may be made in the open market or through privately negotiated transactions, and at times and in such amounts as management deems appropriate. The timing and actual number of shares repurchased will depend on a variety of factors including price, corporate and regulatory requirements and other market conditions. As of December 31, 2013, $507 of the Company's outstanding common stock may be repurchased under the authorization.

The Company is not obligated to acquire any shares of its common stock and the share repurchase program may be suspended or terminated at any time at the Company’s discretion. Share repurchases are subject to the terms of the Company’s debt agreements, market conditions and other factors. The repurchased shares, if any, are expected to be used for the Company’s stock-based benefit plans, as required, and to offset dilution resulting from the issuance of shares thereunder, and for other general corporate purposes.

The Board of Directors has the authority to issue, at any time or from time to time, up to 30 million shares of preferred stock and has authority to fix the designations, number and voting rights, preferences, privileges, limitations, restrictions, conversion rights and other special or relative rights, if any, of any class or series of any class of preferred stock that may be desired, provided the shares of any such class or series of preferred stock shall not be entitled to more than one vote per share when voting as a class with holders of the Company's common stock.

The Company’s ability to pay dividends and repurchase its common stock is limited by certain restrictions in its debt agreements. These restrictions are subject to a number of exceptions, however, allowing the Company to make otherwise restricted payments. The amount of restricted payments permitted to be made, including dividends and repurchases of the Company’s common stock, is generally limited to the cumulative excess of $200 plus 50% of adjusted net income plus proceeds from the exercise of employee stock options over the aggregate of restricted payments made since July 2004. Adjustments to net income may include, but are not limited to, items such as asset impairments, gains and losses from asset sales and early extinguishments of debt.

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Accumulated Other Comprehensive Loss Attributable to Crown Holdings (Tables)

12 Months Ended

Dec. 31, 2013

Equity [Abstract]

Schedule of Accumulated Other Comprehensive Loss

The following table provides information about the changes in each component of accumulated other comprehensive income for the year ended December 31, 2013.

	Defined Benefit Plans			Foreign Currency Translation			Gains and Losses on Cash Flow Hedges			Total
Balance at December 31, 2012	$	(1,954	)	$	(648	)	$	(12	)	$	(2,614	)
Other comprehensive income (loss) before reclassifications	60			(8		)	(49		)	3
Amounts reclassified from accumulated other comprehensive income	66			(2		)	34			98
Other comprehensive income (loss)	126			(10		)	(15		)	101
Balance at December 31, 2013	$	(1,828	)	$	(658	)	$	(27	)	$	(2,513	)

Reclassification out of Accumulated Other Comprehensive Income

The following table provides information about the amounts reclassified out of accumulated other comprehensive income in 2013.

Details about Accumulated Other Comprehensive Income Components	Amount Reclassified from Accumulated Other Comprehensive Income				Affected Line Item in the Statement of Operations
Gains and losses on cash flow hedges
Commodities		$	43		Cost of products sold
		43			Total before tax
		(11		)	Provision for income taxes
		$	32		Net of tax
Foreign exchange		$	9		Net sales
		(7		)	Cost of products sold
		2			Total before tax
		—			Provision for income taxes
		$	2		Net of tax
Total gains and losses on cash flow hedges		$	34
Foreign currency translation
Currency translation on disposed investment		$	(2	)	Asset impairments and sales
		(2		)	Total before tax
		—			Provision for income taxes
		$	(2	)	Net of tax
Amortization of defined benefit plan items
Actuarial losses		$	136		(a)
Prior service credit		(52		)	(a)
		84			Total before tax
		(18		)	Provision for income taxes
		$	66		Net of tax
Total reclassifications for the period		$	98		Net of tax

(a) These accumulated other comprehensive income components are included in the computation of net period pension and postretirement cost. See Note V for further details.

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Noncontrolling Interests (Effect on Net Income Attributable to Company for Purchases of Noncontrolling Interests) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Noncontrolling Interest [Abstract]
Net income attributable to Crown Holdings	$ 324	$ 559	$ 282
Transfers to noncontrolling interests – Decrease in paid-in-capital for purchase of noncontrolling interests	(3)	0	(119)
Net income attributable to Crown Holdings after transfers to noncontrolling interests	$ 321	$ 559	$ 163

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Segment Information (Reconciliation of Segment Income) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Segment Reporting [Abstract]
Segment income of reportable segments	$ 980	$ 991	$ 1,022
Segment income of non-reportable segments	102	98	139
Corporate and unallocated items	(165)	(194)	(208)
Provision for asbestos	(32)	(35)	(28)
Provision for restructuring	(46)	(48)	(77)
Asset impairments and sales	12	48	(6)
Loss from early extinguishments of debt	(41)	0	(32)
Interest expense	(236)	(226)	(232)
Interest income	5	7	11
Foreign exchange	(3)	1	(2)
Income before income taxes and equity earnings	576	642	587
Intercompany profit related to non-reportable segments	$ 2	$ 5	$ 7
Concentration risk, percentage	10.00%

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Debt

12 Months Ended

Dec. 31, 2013

Debt and Capital Lease Obligations [Abstract]

Debt

Debt

.

	2013			2012
Short-term debt
Receivables securitization	$	205		$	203
Bank loans/overdrafts/factoring	74			58
Total short-term debt	$	279		$	261
Long-term debt
Senior secured borrowings:
Revolving credit facilities	$	103		$	45
Term loan facilities
U.S. dollar at LIBOR plus 1.75% due 2018	220			550
Euro (€110 at December 31, 2013) at EURIBOR plus 1.75% due 2018	151			362
Senior notes and debentures:
U.S. dollar 7.625% due 2017	—			400
Euro (€500 at December 31, 2013) 7.125% due 2018	688			659
U.S. dollar 6.25% due 2021	700			700
U. S. dollar 4.50% due 2023	1,000			—
U.S. dollar 7.375% due 2026	350			350
U.S. dollar 7.50% due 2096	64			64
Other indebtedness in various currencies
Fixed rate with rates in 2013 from 1.0% to 8.5% due through 2020	180			157
Variable rate with average rates in 2013 from 2.4% to 6.1% through 2018	109			126
Unamortized discounts	(2		)	(9		)
Total long-term debt	3,563			3,404
Less: current maturities	(94		)	(115		)
Total long-term debt, less current maturities	$	3,469		$	3,289

The estimated fair value of the Company’s long-term borrowings, using a market approach incorporating level 2 inputs such as quoted market prices for the same or similar issues, was $3,645 at December 31, 2013 and $3,603 at December 31, 2012.

The weighted average interest rates were as follows:

	2013		2012		2011
Short-term debt	1.9	%	1.9	%	2.5	%
Revolving credit facilities	3.6	%	3.5	%	3.6	%

Aggregate maturities of long-term debt for the five years subsequent to 2013, excluding unamortized discounts, are $94, $97, $92, $89 and $1,071, respectively. Cash payments for interest during 2013, 2012 and 2011 were $199, $205 and $203, respectively.

In January 2013, the Company issued $1,000 principal amount of 4.5% senior unsecured notes due 2023. The Company paid $15 in issuance costs that will be amortized over the term of the debt. In connection with the issuance, the Company redeemed all of its outstanding $400 senior notes due 2017 and repaid $500 of indebtedness under its senior secured term loan facilities.

In December 2013, the Company entered into a new credit agreement which provides for a $1,200 revolving credit facility, a $220 Term Loan A facility, a €110 ($151 at December 31, 2013) Term Euro facility, a $580 Delayed Draw Term Loan A Facility, a €590  ($812 at December 31, 2013) Delayed Draw Term Euro Facility and a $362 Farm Credit Facility. The Delayed Draw Term Loan A Facility, the Delayed Draw Term Euro Facility and the Farm Credit Facility are subject to consummation of the Mivisa acquisition discussed in Note S. The maturity date for the facilities, other than the Farm Credit Facility, is December 19, 2018. The maturity date for the Farm Credit Facility is December 19, 2019.

The Company used proceeds from the facilities to repay borrowings under its previous credit facility and term loans.

In connection with the above transactions, the Company recorded a loss from early extinguishment of debt of $41, including $23 for premiums paid, $12 for the write off of deferred financing fees and $6 for the write off of unamortized discounts.

The revolving credit facilities include provisions for letters of credit up to $210 that reduce the amount of borrowing capacity otherwise available. At December 31, 2013, the Company’s available borrowing capacity under the credit facilities was $1,057, equal to the facilities’ aggregate capacity of $1,200 less $103 of borrowings and $40 of outstanding letters of credit. The interest rate on the facilities can vary from LIBOR or EURIBOR plus a margin of 1.50% up to 2.00% based on the Company's total net leverage ratio plus a 0.25% facing fee on letters of credit. The term loans bear interest of LIBOR or EURIBOR plus 1.75%. The revolving credit facilities and term loans contain financial covenants including an interest coverage ratio and a total net leverage ratio.

In January 2011, the Company sold $700 principal amount of 6.25% senior notes due 2021. The notes were issued at par by Crown Americas LLC and Crown Americas Capital Corp. III, each a subsidiary of the Company, and are unconditionally guaranteed by the Company and substantially all of its U.S. subsidiaries. The Company paid $11 in issue costs that will be amortized over the term of the debt.

In 2011, the Company recorded a loss from early extinguishments of debt of $32 including $27 for premiums paid and $5 for the write off of deferred financing fees in connection with the following transactions.

• The Company retired all of its $600 outstanding 7.75% senior notes due 2015 and paid a redemption premium of $25.

• The Company repaid its existing $147 and €108($159) term loans, which were scheduled to mature in November 2012.

• The Company redeemed all €83($121) of the outstanding 6.25% first priority senior secured notes due September 2011.

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Lease Commitments (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Leases [Abstract]
Operating leases, minimum annual rentals in 2014	$ 55
Operating leases, minimum annual rentals in 2015	41
Operating leases, minimum annual rentals in 2016	32
Operating leases, minimum annual rentals in 2017	24
Operating leases, minimum annual rentals in 2018	14
Operating leases, minimum annual rentals, thereafter	55
Minimum sublease rentals	9
Rental expense (net of sublease rental income)	$ 65	$ 63	$ 62

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Pension and Other Postretirement Benefits (Schedule of Changes in Benefit Obligations) (Details) (Other Postretirement Benefits [Member], USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Other Postretirement Benefits [Member]
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward]
Benefit obligations at beginning of period	$ 352	$ 337
Service cost	3	3	8
Interest cost	13	16	20
Amendments	(18)	0
Actuarial loss/(gain)	(49)	16
Benefits paid	(22)	(22)
Foreign currency translation	(5)	2
Benefit obligations at end of period	$ 274	$ 352	$ 337

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Consolidated Statements Of Changes In Shareholders' Equity (USD $) In Millions, unless otherwise specified	Total	Common Stock [Member]	Paid-in Capital [Member]	Accumulated Earnings/(Deficit) [Member]	Accumulated Other Comprehensive Loss [Member]	Treasury Stock [Member]	Total Crown Equity [Member]	Noncontrolling Interests [Member]
Balance at beginning of period at Dec. 31, 2010	$ 229	$ 929	$ 1,231	$ 230	$ (2,333)	$ (153)	$ (96)	$ 325
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income attributable to Crown Holdings	282			282			282
Net income attributable to noncontrolling interests	114							114
Net income	396
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent					(263)		(263)
Other comprehensive income/ (loss) attributable to noncontrolling interests								(4)
Total other comprehensive income (loss)	(267)
Dividends paid to noncontrolling interests	(104)							(104)
Contribution from noncontrolling interests	2							2
Restricted stock awarded			(2)			2
Stock-based compensation	18		18				18
Common stock issued	11		7			4	11
Common stock repurchased	(312)		(272)			(40)	(312)
Purchase of noncontrolling interests	(212)		(119)		6		(113)	(99)
Balance at end of period at Dec. 31, 2011	(239)	929	863	512	(2,590)	(187)	(473)	234
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income attributable to Crown Holdings	559			559			559
Net income attributable to noncontrolling interests	105							105
Net income	664
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent					(24)		(24)
Other comprehensive income/ (loss) attributable to noncontrolling interests								5
Total other comprehensive income (loss)	(19)
Dividends paid to noncontrolling interests	(79)							(79)
Contribution from noncontrolling interests	17							17
Restricted stock awarded			(2)			2
Acquisition of business	7							7
Stock-based compensation	18		18				18
Common stock issued	17		11			6	17
Common stock repurchased	(257)		(222)			(35)	(257)
Balance at end of period at Dec. 31, 2012	129	929	668	1,071	(2,614)	(214)	(160)	289
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income attributable to Crown Holdings	324			324			324
Net income attributable to noncontrolling interests	104							104
Net income	428
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent	101				101		101
Other comprehensive income/ (loss) attributable to noncontrolling interests								(2)
Total other comprehensive income (loss)	99
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders	(93)							(93)
Dividends paid to noncontrolling interests	(78)
Restricted stock awarded			(6)			6
Stock-based compensation	21		21				21
Common stock issued	21		16			5	21
Common stock repurchased	(300)		(265)			(35)	(300)
Purchase of noncontrolling interests	(16)		(3)		0		(3)	(13)
Balance at end of period at Dec. 31, 2013	$ 289	$ 929	$ 431	$ 1,395	$ (2,513)	$ (238)	$ 4	$ 285

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Consolidated Statements of Comprehensive Income (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Statement of Comprehensive Income [Abstract]
Net income	$ 428	$ 664	$ 396
Other comprehensive income / (loss), net of tax
Foreign currency translation adjustments	(10)	76	(54)
Pension and other postretirement benefits	126	(135)	(120)
Derivatives qualifying as hedges	(17)	40	(93)
Total other comprehensive income (loss)	99	(19)	(267)
Total comprehensive income	527	645	129
Net income attributable to noncontrolling interests	(104)	(105)	(114)
Translation adjustments attributable to noncontrolling interests	0	(1)	(2)
Derivatives qualifying as hedges attributable to noncontrolling interests	2	(4)	6
Comprehensive income attributable to Crown Holdings	$ 425	$ 535	$ 19

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Lease Commitments

12 Months Ended

Dec. 31, 2013

Leases [Abstract]

Lease Commitments

Lease Commitments

The Company leases manufacturing, warehouse and office facilities and certain equipment. Certain of the leases contain renewal or purchase options, but the leases do not contain significant contingent rental payments, escalation clauses, rent holidays, rent concessions or leasehold improvement incentives. Under long-term operating leases, minimum annual rentals are $55 in 2014, $41 in 2015, $32 in 2016, $24 in 2017, $14 in 2018 and $55 thereafter. Such rental commitments have been reduced by minimum sublease rentals of $9 due under non-cancelable subleases. Rental expense (net of sublease rental income) was $65, $63 and $62 in 2013, 2012 and 2011, respectively. The Company did not have any significant capital leases at December 31, 2013.

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Pension and Other Postretirement Benefits (Schedule of Accumulated Benefit Obligations in Excess of Plan Assets) (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Pension Benefits - U.S. Plans [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Projected benefit obligations	$ 1,454	$ 1,609	$ 1,502
Accumulated benefit obligations	1,423	1,575
Fair value of plan assets	1,349	1,292	1,172
Pension Benefits Non Us Plans Accumlated Benefits Obligation In Excess Of Plan Assets [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Projected benefit obligations	3,318	3,559
Accumulated benefit obligations	3,187	3,427
Fair value of plan assets	$ 2,800	$ 3,104

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Derivative and Other Financial Instruments (Fair Values of Outstanding Derivative Instruments in the Consolidated Balance Sheets) (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Derivatives, Fair Value [Line Items]
Derivative Assets, Total	$ 37	$ 22
Derivative Liabilities, Total	60	30
Designated as Hedging Instrument [Member] | Other current assets [Member] | Foreign Exchange [Member] | Fair Value, Inputs, Level 2 [Member]
Derivatives, Fair Value [Line Items]
Derivative Assets, Foreign exchange	29	5
Designated as Hedging Instrument [Member] | Other current assets [Member] | Commodities [Member] | Fair Value, Inputs, Level 1 [Member]
Derivatives, Fair Value [Line Items]
Derivative Assets, Commodities	0	5
Designated as Hedging Instrument [Member] | Other non-current assets [Member] | Commodities [Member] | Fair Value, Inputs, Level 1 [Member]
Derivatives, Fair Value [Line Items]
Derivative Assets, Commodities	0	1
Designated as Hedging Instrument [Member] | Accounts payable and accrued liabilities [Member] | Foreign Exchange [Member] | Fair Value, Inputs, Level 2 [Member]
Derivatives, Fair Value [Line Items]
Derivative Liabilities, Foreign exchange	30	6
Designated as Hedging Instrument [Member] | Accounts payable and accrued liabilities [Member] | Commodities [Member] | Fair Value, Inputs, Level 1 [Member]
Derivatives, Fair Value [Line Items]
Derivative Liabilities, Commodities	27	17
Designated as Hedging Instrument [Member] | Other non-current liabilities [Member] | Commodities [Member] | Fair Value, Inputs, Level 1 [Member]
Derivatives, Fair Value [Line Items]
Derivative Liabilities, Commodities	2	3
Not Designated as Hedging Instrument [Member] | Other current assets [Member] | Foreign Exchange [Member] | Fair Value, Inputs, Level 2 [Member]
Derivatives, Fair Value [Line Items]
Derivative Assets, Foreign exchange	8	11
Not Designated as Hedging Instrument [Member] | Accounts payable and accrued liabilities [Member] | Foreign Exchange [Member] | Fair Value, Inputs, Level 2 [Member]
Derivatives, Fair Value [Line Items]
Derivative Liabilities, Foreign exchange	$ 1	$ 4

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Derivative and Other Financial Instruments (Narrative) (Details) (USD $)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Derivative Instruments, Gain (Loss) [Line Items]
Objectives for using derivative instruments		The Company’s objective in managing exposure to market risk is to limit the impact on earnings and cash flow.
Net loss to be reclassified to earnings	$ (32,000,000)
Loss, net of tax, expected to be reclassified to earnings	(25,000,000)
Reclassification of anticipated transactions that were no longer considered probable		0	0
Changes in fair value of the derivative financial instruments, excluded from the assessment and measurement of hedge effectiveness reported in earnings		1,000,000
Foreign Exchange [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Gain (loss) on foreign exchange contracts designated as fair value hedges		1,000,000	4,000,000
Gain (loss) on foreign exchange contracts not designated as fair value hedges		$ 4,000,000	$ 2,000,000
Minimum [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Derivative, lower remaining maturity range		1 month
Maximum [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Derivative, higher remaining maturity range		34 months

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Segment Information (Information About Operating Segments) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Segment Reporting Information [Line Items]
Revenue from reportable segments	$ 261	$ 314	$ 392
Net sales	8,656	8,470	8,644
Segment assets	8,030	7,500	6,868
Depreciation and amortization	134	180	176
Capital expenditures	275	324	401
Non-reportable segments [Member]
Segment Reporting Information [Line Items]
Description of Company's non-reportable segments	Non-reportable segments include the Company’s aerosol can businesses in North America and Europe, the Company’s specialty packaging business in Europe and the Company’s tooling and equipment operations in the U.S. and United Kingdom.
Corporate and Unallocated Items [Member]
Segment Reporting Information [Line Items]
Segment assets	970	681	460
Depreciation and amortization	6	6	7
Capital expenditures	11	9	10
Intersegment Eliminations [Member]
Segment Reporting Information [Line Items]
Revenue from reportable segments	148	186	196
Intersegment Eliminations [Member] | Americas Beverage [Member]
Segment Reporting Information [Line Items]
Revenue from reportable segments	61	68	71
Intersegment Eliminations [Member] | North America Food [Member]
Segment Reporting Information [Line Items]
Revenue from reportable segments	10	9	14
Intersegment Eliminations [Member] | European Beverage [Member]
Segment Reporting Information [Line Items]
Revenue from reportable segments	1	13	2
Intersegment Eliminations [Member] | European Food [Member]
Segment Reporting Information [Line Items]
Revenue from reportable segments	76	96	109
Intersegment Eliminations [Member] | Asia-Pacific [Member]
Segment Reporting Information [Line Items]
Revenue from reportable segments	0	0	0
Intersegment Eliminations [Member] | Non-reportable segments [Member]
Segment Reporting Information [Line Items]
Revenue from reportable segments	113	128	196
Operating Segments [Member]
Segment Reporting Information [Line Items]
Revenue from reportable segments	7,805	7,575	7,691
Segment assets	6,427	6,208	5,815
Depreciation and amortization	120	159	154
Capital expenditures	243	291	374
Segment income	980	991	1,022
Operating Segments [Member] | Americas Beverage [Member]
Segment Reporting Information [Line Items]
Revenue from reportable segments	2,289	2,274	2,273
Segment assets	1,588	1,504	1,445
Depreciation and amortization	35	48	44
Capital expenditures	76	52	126
Segment income	327	311	302
Operating Segments [Member] | North America Food [Member]
Segment Reporting Information [Line Items]
Revenue from reportable segments	845	876	889
Segment assets	457	500	504
Depreciation and amortization	10	13	14
Capital expenditures	5	7	7
Segment income	119	146	146
Operating Segments [Member] | European Beverage [Member]
Segment Reporting Information [Line Items]
Revenue from reportable segments	1,731	1,653	1,669
Segment assets	1,605	1,593	1,578
Depreciation and amortization	26	42	43
Capital expenditures	24	25	61
Segment income	257	217	210
Operating Segments [Member] | European Food [Member]
Segment Reporting Information [Line Items]
Revenue from reportable segments	1,751	1,793	1,999
Segment assets	1,500	1,464	1,531
Depreciation and amortization	16	29	33
Capital expenditures	28	26	26
Segment income	144	180	239
Operating Segments [Member] | Asia-Pacific [Member]
Segment Reporting Information [Line Items]
Revenue from reportable segments	1,189	979	861
Segment assets	1,277	1,147	757
Depreciation and amortization	33	27	20
Capital expenditures	110	181	154
Segment income	133	137	125
Operating Segments [Member] | Non-reportable segments [Member]
Segment Reporting Information [Line Items]
Revenue from reportable segments	851	895	953
Segment assets	633	611	593
Depreciation and amortization	8	15	15
Capital expenditures	$ 21	$ 24	$ 17

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Income Taxes (Components of Deferred Taxes) (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Assets
Tax loss and credit carryforwards	$ 640	$ 744
Postretirement and postemployment benefits	107	130
Pensions	150	246
Property, plant and equipment	13	7
Asbestos	98	97
Accruals and other	120	86
Valuation allowances	(343)	(400)
Total	785	910
Liabilities
Tax loss and credit carryforwards	0	0
Postretirement and postemployment benefits	0	0
Pensions	1	10
Property, plant and equipment	111	114
Accruals and other	123	140
Valuation allowances	0	0
Total	$ 235	$ 264

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Document and Entity Information (USD $)	12 Months Ended
	Dec. 31, 2013	Feb. 24, 2014	Jun. 30, 2013
Document And Entity Information [Abstract]
Document Type	10-K
Document Period End Date	Dec. 31, 2013
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	FY
Amendment Flag	false
Entity Registrant Name	CROWN HOLDINGS INC
Entity Central Index Key	0001219601
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Well-known Seasoned Issuer	Yes
Entity Common Stock, Shares Outstanding		138,384,712	140,789,829
Entity Public Float			$ 5,790,685,667

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Segment Information (Summary of Sales and Long-Lived Assets for The Major Countries) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Segment Reporting Information [Line Items]
Net Sales	$ 8,656	$ 8,470	$ 8,644
Long-Lived Assets	2,152	2,005
United States [Member]
Segment Reporting Information [Line Items]
Net Sales	2,214	2,275	2,297
Long-Lived Assets	315	309
United Kingdom [Member]
Segment Reporting Information [Line Items]
Net Sales	759	852	826
Long-Lived Assets	163	138
France [Member]
Segment Reporting Information [Line Items]
Net Sales	547	568	675
Long-Lived Assets	70	65
Other [Member]
Segment Reporting Information [Line Items]
Net Sales	5,136	4,775	4,846
Long-Lived Assets	$ 1,604	$ 1,493

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Asbestos-Related Liabilities

12 Months Ended

Dec. 31, 2013

Liability for Asbestos and Environmental Claims [Abstract]

Asbestos-Related Liabilities

Asbestos-Related Liabilities

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

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

In recent years, the states of Alabama, Arizona, Florida, Georgia, Idaho, Indiana, Michigan, Mississippi, Nebraska, North Dakota, Ohio, Oklahoma, South Carolina, South Dakota, Tennessee, Utah, Wisconsin and Wyoming enacted legislation that limits asbestos-related liabilities under state law of companies such as Crown Cork that allegedly incurred these liabilities because they are successors by corporate merger to companies that had been involved with asbestos. The legislation, which applies to future and, with the exception of Georgia, South Carolina, South Dakota and Wyoming, pending claims, caps asbestos-related liabilities at

the fair market value of the predecessor's total gross assets adjusted for inflation. Crown Cork has paid significantly more for asbestos-related claims than the total value of its predecessor's assets adjusted for inflation. Crown Cork has integrated the legislation into its claims defense strategy. The Company cautions, however, that the legislation may be challenged and there can be no assurance regarding the ultimate effect of the legislation on Crown Cork.

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

On October 22, 2010, the Texas Supreme Court, in a 6-2 decision, reversed a lower court decision, Barbara Robinson v. Crown Cork & Seal Company, Inc., No. 14-04-00658-CV, Fourteenth Court of Appeals, Texas, which had upheld the dismissal of an asbestos-related case against Crown Cork. The Texas Supreme Court held that the Texas legislation was unconstitutional under the Texas Constitution when applied to asbestos-related claims pending against Crown Cork when the legislation was enacted in June of 2003. The Company believes that the decision of the Texas Supreme Court is limited to retroactive application of the Texas legislation to asbestos-related cases that were pending against Crown Cork in Texas on June 11, 2003 and therefore, in its accrual, continues to assign no value to claims filed after June 11, 2003.

In December 2001, the Commonwealth of Pennsylvania enacted legislation that limits the asbestos-related liabilities of Pennsylvania corporations that are successors by corporate merger to companies involved with asbestos. The legislation limits the successor’s liability for asbestos to the acquired company’s asset value adjusted for inflation. Crown Cork has paid significantly more for asbestos-related claims than the acquired company’s adjusted asset value. In November 2004, the legislation was amended to address a Pennsylvania Supreme Court decision (Ieropoli v. AC&S Corporation, et. al., No. 117 EM 2002) which held that the statute violated the Pennsylvania Constitution due to retroactive application. The Company cautions that the limitations of the statute, as amended, are subject to litigation and may not be upheld.

The Company further cautions that an adverse ruling in any litigation relating to the constitutionality or applicability to Crown Cork of one or more statutes that limits the asbestos-related liability of alleged defendants like Crown Cork could have a material impact on the Company.

The Company's approximate claims activity for the years ended 2013, 2012 and 2011 was as follows:

	2013		2012		2011
Beginning claims	51,000		50,000		50,000
New claims	4,000		3,000		2,000
Settlements or dismissals	(2,000	)	(2,000	)	(2,000	)
Ending claims	53,000		51,000		50,000

The Company's cash payments during the years ended 2013, 2012, and 2011 were as follows:

	2013		2012		2011
Asbestos-related payments	$	28	$	28	$	28
Settled claims payments (included in asbestos-related payments above)	21		20		20

In the fourth quarter of each year, the Company performs an analysis of outstanding claims and categorizes by year of exposure and state filed. As of December 31, 2013 and December 31, 2012, the Company's outstanding claims were:

	2013	2012
Claimants alleging first exposure after 1964	16,000	15,000
Claimants alleging first exposure before or during 1964 filed in:
Texas	13,000	13,000
Pennsylvania	2,000	2,000
Other states that have enacted asbestos legislation	6,000	6,000
Other states	16,000	15,000
Total claims outstanding	53,000	51,000

The outstanding claims in each period exclude approximately 19,000 inactive claims. Due to the passage of time, the Company considers it unlikely that the plaintiffs in these cases will pursue further action against the Company. The exclusion of these inactive claims had no effect on the calculation of the Company’s accrual as the claims were filed in states, as described above, where the Company’s liability is limited by statute.

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

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

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

	2013		2012		2011
Total claims	21	%	19	%	18	%
Pre-1964 claims in states without asbestos legislation	39	%	36	%	33	%

Crown Cork has entered into arrangements with plaintiffs’ counsel in certain jurisdictions with respect to claims which are not yet filed, or asserted, against it. However, Crown Cork expects claims under these arrangements to be filed or asserted against Crown Cork in the future. The projected value of these claims is included in the Company’s estimated liability as of December 31, 2013.

As of December 31, 2013, the Company’s accrual for pending and future asbestos-related claims and related legal costs was $260, including $221 for unasserted claims. The Company’s accrual includes estimated probable costs for claims through the year 2023. The Company’s accrual excludes potential costs for claims beyond 2023 because the Company believes that the key assumptions underlying its accrual are subject to greater uncertainty as the projection period lengthens.

Approximately 87% of the claims outstanding at the end of 2013 were filed by plaintiffs who do not claim a specific amount of damages or claim a minimum amount as established by court rules relating to jurisdiction; approximately 12% were filed by plaintiffs who claim damages of less than $5; approximately 1% were filed by plaintiffs who claim damages from $5 to less than $100 (87% of whom claim damages less than $25) and 3 were filed by plaintiffs who claim damages in excess of $100.

It is reasonably possible that the actual loss could be in excess of the Company’s accrual. However, the Company is unable to estimate the reasonably possible loss in excess of its accrual due to uncertainty in the following assumptions that underlie the Company’s accrual and the possibility of losses in excess of such accrual: the amount of damages sought by the claimant, the Company and claimant’s willingness to negotiate a settlement, the terms of settlements of other defendants with asbestos-related liabilities, the bankruptcy filings of other defendants (which may result in additional claims and higher settlements for non-bankrupt defendants), the nature of pending and future claims (including the seriousness of alleged disease, whether claimants allege first exposure to asbestos before or during 1964 and the claimant’s ability to demonstrate the alleged link to Crown Cork), the volatility of the litigation environment, the defense strategies available to the Company, the level of future claims, the rate of receipt of claims, the jurisdiction in which claims are filed, and the effect of state asbestos legislation (including the validity and applicability of the Pennsylvania legislation to non-Pennsylvania jurisdictions, where the substantial majority of the Company’s asbestos cases are filed).

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Capital Stock (Narrative) (Details) (USD $)	1 Months Ended	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2013
Capital Stock [Abstract]
Authorized repurchased shares, amount	$ 800,000,000
Stock that may be repurchased under the authorization		507,000,000
Preferred stock, shares authorized	30,000,000	30,000,000
Debt restrictions on Company's ability to pay dividends and repurchase its common stock		The amount of restricted payments permitted to be made, including dividends and repurchases of the Company’s common stock, is generally limited to the cumulative excess of $200 plus 50% of adjusted net income plus proceeds from the exercise of employee stock options over the aggregate of restricted payments made since July 2004.
Limited cumulative excess amount, maximum		$ 200,000,000
Debt restrictions on payment of dividends and repurchase of common stock, percentage adjustment		50.00%

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Debt (Schedule of Weighted Average Interest Rates) (Details)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Debt Disclosure [Abstract]
Short-term debt	1.90%	1.90%	2.50%
Revolving credit facilities	3.60%	3.50%	3.60%

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Consolidated Balance Sheets (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Current assets
Cash and cash equivalents	$ 689	$ 350
Receivables, net	1,064	1,057
Inventories	1,213	1,166
Prepaid expenses and other current assets	214	177
Total current assets	3,180	2,750
Goodwill	2,016	1,998
Property, plant and equipment, net	2,152	2,005
Other non-current assets	682	747
Total	8,030	7,500
Current liabilities
Short-term debt	279	261
Current maturities of long-term debt	94	115
Accounts payable and accrued liabilities	2,547	2,146
Total current liabilities	2,920	2,522
Long-term debt, excluding current maturities	3,469	3,289
Postretirement and pension liabilities	891	1,098
Other non-current liabilities	461	462
Commitments and contingent liabilities (Note L)
Equity/(deficit)
Noncontrolling interests	285	289
Preferred stock, authorized: 30,000,000; none issued (Note O)	0	0
Common stock, par value: $5.00; authorized: 500,000,000 shares; issued: 185,744,072 shares (Note O)	929	929
Additional paid-in capital	431	668
Accumulated earnings	1,395	1,071
Accumulated other comprehensive loss	(2,513)	(2,614)
Treasury stock at par value (2013 - 47,536,183 shares; 2012 - 42,607,599 shares)	(238)	(214)
Crown Holdings shareholders’ equity/(deficit)	4	(160)
Total equity	289	129
Total	$ 8,030	$ 7,500

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Goodwill

12 Months Ended

Dec. 31, 2013

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill

Goodwill

Changes in the carrying amount of goodwill by reportable segment for the years ended December 31, 2013 and 2012 were as

follows:

	Americas Beverage			North America Food			European Beverage			European Food			Non-reportable Segments			Total
Balance at January 1, 2012:
Goodwill	$	455		$	162		$	732		$	1,284		$	295		$	2,928
Accumulated impairment losses	(29		)				(73		)	(724		)	(150		)	(976		)
Net	426			162			659			560			145			1,952
Foreign currency translation	2			2			19			14			9			46
Balance at December 31, 2012:
Goodwill	457			164			751			1,298			304			2,974
Accumulated impairment losses	(29		)				(73		)	(724		)	(150		)	(976		)
Net	428			164			678			574			154			1,998
Foreign currency translation	(4		)	(6		)	2			22			4			18
Balance at December 31, 2013:
Goodwill	453			158			753			1,320			308			2,992
Accumulated impairment losses	(29		)				(73		)	(724		)	(150		)	(976		)
Net	$	424		$	158		$	680		$	596		$	158		$	2,016

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Inventories

12 Months Ended

Dec. 31, 2013

Inventory Disclosure [Abstract]

Inventories

Inventories

	2013		2012
Raw materials and supplies	$	645	$	602
Work in process	128		128
Finished goods	440		436
	$	1,213	$	1,166

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Stock-Based Compensation

12 Months Ended

Dec. 31, 2013

Share-based Compensation [Abstract]

Stock-Based Compensation

Stock-Based Compensation

The Company’s shareholder-approved stock-based incentive compensation plans provide for the granting of awards in the form of stock options, deferred stock, restricted stock or stock appreciation rights (“SARs”). The awards may be subject to the achievement of certain performance goals, generally based on market conditions, as determined by the Plan Committee designated by the Company’s Board of Directors. There have been no awards of SARs.

In April 2013, the Company's shareholders approved the 2013 Stock-Based Incentive Compensation Plan (the "Plan") which allows for a total of 6.2 million shares to be issued under future awards. As of December 31, 2013, approximately 5.0 million shares are available for future awards under the Plan.

Stock-based compensation expense was as follows:

	2013		2012		2011
Stock options	$	1	$	5	$	5
Restricted stock/deferred stock	20		12		12

Stock Options

A summary of stock option activity follows:

			2013
	Shares			Weighted average exercise price
Options outstanding at January 1	2,556,114			$	21.38
Granted	—			—
Exercised	(851,061	)		21.72
Forfeited	(5,000	)		23.45
Expired	(5,000	)		23.45
Options outstanding at December 31	1,695,053			21.20
Options fully vested or expected to vest at December 31	1,693,076			$	21.18

The following table summarizes outstanding and exercisable options at December 31, 2013:

Options Outstanding					Options Exercisable
Range of exercise prices	Number outstanding	Weighted average remaining contractual life in years	Weighted average exercise price		Number exercisable	Weighted average exercise price
$8.60 to $8.75	353,020	0.3	$	8.61	353,020	$	8.61
$13.20 to $23.19	20,500	2.9	19.50		18,500	19.10
$23.45	1,205,533	3.0	23.45		1,205,533	23.45
$23.88 to $40.01	116,000	6.6	36.41		38,000	31.32
	1,695,053	2.7	21.20		1,615,053	20.34

Outstanding stock options have a contractual term of ten years, are fixed-price and non-qualified. Options granted in 2007 or later vest over six years at 20% per year with initial vesting on the second anniversary of the grant.

Options outstanding at December 31, 2013 had an aggregate intrinsic value (which is the amount by which the stock price exceeded the exercise price of the options as of December 31, 2013) of $40. The aggregate intrinsic value of options exercised during the years ended December 31, 2013, 2012 and 2011 was $17, $27 and $15, respectively.

At December 31, 2013, options that were fully vested or expected to vest had an aggregate intrinsic value of $40 and a weighted average remaining contractual term of 2.7 years, and options exercisable had an aggregate intrinsic value of $39 and a weighted average remaining contractual term of 2.5 years. Also at December 31, 2013, there was $1 of unrecognized compensation expense related to outstanding nonvested stock options with a weighted average recognition period of 3.2 years.

Stock options are valued at their grant date fair value using the Black-Scholes option pricing model. Valuations incorporate several variables, including expected term, expected volatility, and a risk-free interest rate. The expected term (which is the timeframe over which an award is exercised after grant) is derived from historical data about participant exercise and post-vesting employment termination patterns. Volatility is the expected fluctuation of the Company’s stock price in the market and is derived from a combination of historical data about the Company’s stock price and implied volatilities based on market data. The risk-free interest rate is the U.S. Treasury yield curve rate in effect at the date of the grant which has a contractual life similar to the option’s expected term.

There were no stock option grants in 2013 or 2012. The fair value of stock option grants during 2011 were estimated using the following weighted average assumptions:

	2011
Risk-free interest rate	2.4	%
Expected life of option (years)	6.8
Expected stock price volatility	31.7	%
Expected dividend yield	0.0	%

The weighted average grant-date fair values for options granted during 2011 were $14.98.

The Company has assumed an annual forfeiture rate of between three and six percent in each year based on historical data of the forfeiture of nonvested stock options through the termination of service by plan participants.

Restricted and Deferred Stock

Annually the Company awards shares of restricted stock to certain senior executives in the form of time-vested restricted stock and performance-based shares. The restricted stock vests ratably over three years on the anniversary date of the award. The performance-based shares cliff vest at the end of three years on the anniversary date of the award. The number of performance-based shares that will ultimately vest is based on the level of performance achieved, ranging between 0% and 200% of the shares originally awarded and will be settled in shares of common stock. The market performance criteria is the Company’s Total Shareholder Return (“TSR”), which includes share price appreciation and dividends paid, during the three-year term of the award measured against the TSR of a peer group of companies. Participants who terminate employment because of retirement, disability or death receive accelerated vesting of their time-vested awards to the date of termination. However, performance-based awards, for such participants, will not be issued until the original vesting date.

In May 2013, the Company issued a general award of 0.7 million shares of time-vesting restricted stock and 0.5 million shares of time-vesting deferred stock which vest ratably over 4 years commencing in 2015. The Company has assumed an initial annual forfeiture rate of 5 percent

A summary of restricted and deferred stock activity follows:

	Number of shares
Non-vested shares outstanding at January 1, 2013	898,190
Awarded:
Time-vesting, net of forfeitures	1,275,078
Performance-based	243,251
Performance-based – achieved 141% level (grant-date fair value of $37.91)	93,755
Released:
Time-vesting shares awarded in 2010 through 2012	(144,623	)
Performance-based shares awarded in 2010	(229,624	)
Performance-based awards – achieved 141% level	(93,755	)
Non-vested shares outstanding at December 31, 2013	2,042,272

The average grant-date fair value of restricted stock awarded in 2013, 2012 and 2011 follows:

	2013		2012		2011
Time-vested restricted stock	$	43.19	$	33.75	$	33.70
Performance-based shares	$	36.75	$	39.52	$	41.69
Deferred stock	$	43.79

The fair values of the performance-based shares awarded were calculated using a Monte Carlo valuation model and the following weighted average assumptions:

	2013		2012		2011
Risk-free interest rate	0.3	%	0.4	%	1.0	%
Expected term (years)	3		3		3
Expected stock price volatility	22.4	%	27.8	%	37.9	%

During 2013, the Company issued 93,755 additional performance-based shares under its 2010 award because it exceeded the target level (100%) of performance-based shares, established on the original date of the related award, by 41%. These shares were issued without restriction.

At December 31, 2013, unrecognized compensation cost related to outstanding restricted stock was $51. The weighted average period over which the expense is expected to be recognized is 3.3 years. The aggregate market value of the shares released and issued on the vesting dates was $18.

The Company maintains a Stock-Based Compensation Plan for Non-Employee Directors. Under the plan a portion of the non-employee directors' quarterly compensation is provided in the form of restricted stock. During 2013, $1 of stock-based compensation was recognized under this plan.

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Commitments and Contingent Liabilities

12 Months Ended

Dec. 31, 2013

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingent Liabilities

Commitments and Contingent Liabilities

The Company, along with others in most cases, has been identified by the EPA or a comparable state environmental agency as a Potentially Responsible Party (“PRP”) at a number of sites and has recorded aggregate accruals of $6 for its share of estimated future remediation costs at these sites. The Company has been identified as having either directly or indirectly disposed of commercial or industrial waste at the sites subject to the accrual, and where appropriate and supported by available information,

generally has agreed to be responsible for a percentage of future remediation costs based on an estimated volume of materials disposed in proportion to the total materials disposed at each site. The Company has not had monetary sanctions imposed nor has the Company been notified of any potential monetary sanctions at any of the sites.

The Company has also recorded aggregate accruals of $7 for remediation activities at various worldwide locations that are owned by the Company and for which the Company is not a member of a PRP group. In 2013, in connection with a favorable arbitration ruling, the Company recorded a receivable of $3 for the recovery of certain remediation costs from a third party. Although the Company believes its accruals are adequate to cover its portion of future remediation costs, there can be no assurance that the ultimate payments will not exceed the amount of the Company’s accruals and will not have a material effect on its results of operations, financial position and cash flow. Any possible loss or range of potential loss that may be incurred in excess of the recorded accruals cannot be estimated.

The Company's Italian subsidiaries received assessments for value added taxes and related income taxes from the Italian tax authorities resulting from certain third party suppliers' failures to remit required value added tax payments due by those suppliers under Italian law with respect to purchases for resale to the Company. In 2013, the Company entered into a formal agreement with the Italian tax authorities to settle these matters and as a result recorded a pre-tax charge of $20 ($14 after-tax).

In 2013, an arbitrator ruled in favor of the Company over certain environmental indemnification matters related to a prior acquisition. Under the terms of the ruling, the Company received payment of $16 and as a result recognized a pre-tax gain of $16 ($11 after-tax).

The Company and its subsidiaries are also subject to various other lawsuits and claims with respect to labor, environmental, securities, vendor and other matters arising out of the Company’s normal course of business. While the impact on future financial results is not subject to reasonable estimation because considerable uncertainty exists, management believes that the ultimate liabilities resulting from such lawsuits and claims will not materially affect the Company’s consolidated earnings, financial position or cash flow.

The Company has various commitments to purchase materials, supplies and utilities as part of the ordinary conduct of business. The Company’s basic raw materials for its products are steel and aluminum, both of which are purchased from multiple sources. The Company is subject to fluctuations in the cost of these raw materials and has periodically adjusted its selling prices to reflect these movements. There can be no assurance, however, that the Company will be able to fully recover any increases or fluctuations in raw material costs from its customers. The Company also has commitments for standby letters of credit and for purchases of capital assets.

At December 31, 2013, the Company was party to certain indemnification agreements covering environmental remediation, lease payments and other potential costs associated with properties sold or businesses divested. For agreements with defined liability limits the maximum potential amount of future liability was $7. The Company accrues for costs related to these items when it is probable that a liability has been incurred and the amount can be reasonably estimated. At December 31, 2013, the Company also had guarantees of $39 related to the residual values of leased assets.

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Stock-Based Compensation (Summary of Outstanding and Exercisable Options) (Details) (USD $)	12 Months Ended
	Dec. 31, 2013
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Options Outstanding, Number outstanding (shares)	1,695,053
Options Outstanding, Weighted average remaining contractual life in years	2 years 8 months 12 days
Options Outstanding, Weighted average exercise price (in usd per share)	$ 21.20
Options Exercisable, Number exercisable (in shares)	1,615,053
Options Exercisable, Weighted average exercise price (in usd per share)	$ 20.34
Range Of Exercise Prices From Eight Point Six Zero To Eight Point Seven five [Member] [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Options Outstanding, Number outstanding (shares)	353,020
Options Exercisable, Number exercisable (in shares)	353,020
$8.60 to $8.75 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Options Outstanding, Weighted average remaining contractual life in years	0 years 3 months 28 days
Options Outstanding, Weighted average exercise price (in usd per share)	$ 8.61
Options Exercisable, Weighted average exercise price (in usd per share)	$ 8.61
Range of exercise prices, lower limit (in usd per share)	$ 8.60
Range of exercise prices, upper limit (in usd per share)	$ 8.75
Range Of Exercise Prices From Thirteen Point Two Zero To Twenty Three Point One Nine [Member] [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Options Outstanding, Number outstanding (shares)	20,500
Options Exercisable, Number exercisable (in shares)	18,500
$13.20 to $23.19 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Options Outstanding, Weighted average remaining contractual life in years	2 years 10 months 18 days
Options Outstanding, Weighted average exercise price (in usd per share)	$ 19.50
Options Exercisable, Weighted average exercise price (in usd per share)	$ 19.10
Range of exercise prices, lower limit (in usd per share)	$ 13.20
Range of exercise prices, upper limit (in usd per share)	$ 23.19
$23.45 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Options Outstanding, Number outstanding (shares)	1,205,533
Options Outstanding, Weighted average remaining contractual life in years	3 years 0 months 0 days
Options Outstanding, Weighted average exercise price (in usd per share)	$ 23.45
Options Exercisable, Number exercisable (in shares)	1,205,533
Options Exercisable, Weighted average exercise price (in usd per share)	$ 23.45
Range of exercise prices (in usd per share)	$ 23.45
$23.88 to $40.01 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Options Outstanding, Number outstanding (shares)	116,000
Options Outstanding, Weighted average remaining contractual life in years	6 years 7 months 16 days
Options Outstanding, Weighted average exercise price (in usd per share)	$ 36.41
Options Exercisable, Number exercisable (in shares)	38,000
Options Exercisable, Weighted average exercise price (in usd per share)	$ 31.32
Range of exercise prices, lower limit (in usd per share)	$ 23.88
Range of exercise prices, upper limit (in usd per share)	$ 40.01

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Accounts Payable and Accrued Liabilities

12 Months Ended

Dec. 31, 2013

Accounts Payable and Accrued Liabilities, Current [Abstract]

Accounts Payable and Accrued Liabilities

Accounts Payable and Accrued Liabilities

	2013		2012
Trade accounts payable	$	1,768	$	1,470
Salaries, wages and other employee benefits, including pension and postretirement	164		168
Accrued taxes, other than on income	118		117
Restructuring	60		70
Accrued interest	68		47
Fair value of derivatives	58		27
Asbestos liabilities	28		25
Income taxes payable	19		12
Deferred taxes	30		15
Other	234		195
	$	2,547	$	2,146

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Receivables Receivables (Schedule of Receivables) (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Receivables [Abstract]
Accounts receivable	$ 962	$ 922
Less: allowance for doubtful accounts	(78)	(37)
Net trade receivables	884	885
Miscellaneous receivables	180	172
Receivables, net	$ 1,064	$ 1,057

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Pension and Other Postretirement Benefits (Schedule of Expected Future Benefit Payments) (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013
Pension Benefits - U.S. Plans [Member]
Defined Benefit Plan Disclosure [Line Items]
2014	$ 109
2015	140
2016	107
2017	112
2018	104
2019 - 2023	507
Pension Benefits - Non-U.S. Plans [Member]
Defined Benefit Plan Disclosure [Line Items]
2014	192
2015	195
2016	203
2017	208
2018	214
2019 - 2023	1,127
Postretirement Benefits [Member]
Defined Benefit Plan Disclosure [Line Items]
2014	21
2015	21
2016	20
2017	20
2018	20
2019 - 2023	$ 92

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Property, Plant and Equipment

12 Months Ended

Dec. 31, 2013

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

Property, Plant and Equipment

	2013			2012
Buildings and improvements	$	942		$	923
Machinery and equipment	4,768			4,559
Land and improvements	143			167
Construction in progress	172			185
	6,025			5,834
Less: accumulated depreciation and amortization	(3,873		)	(3,829		)
	$	2,152		$	2,005

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Other Non-Current Assets

12 Months Ended

Dec. 31, 2013

Investments, All Other Investments [Abstract]

Other Non-Current Assets

Other Non-Current Assets

	2013		2012
Deferred taxes	$	488	$	577
Debt issue costs	54		40
Investments	20		30
Fair value of derivatives	—		1
Other	120		99
	$	682	$	747

The investments caption includes the Company’s investments accounted for by the equity method and the cost method.

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Other Non-Current Liabilities

12 Months Ended

Dec. 31, 2013

Other Liabilities Disclosure [Abstract]

Other Non-Current Liabilities

Other Non-Current Liabilities

	2013		2012
Asbestos liabilities	$	232	$	231
Postemployment benefits	28		37
Income taxes payable	22		29
Deferred taxes	31		23
Environmental	12		12
Fair value of derivatives	2		3
Other	134		127
	$	461	$	462

Income taxes payable includes uncertain tax positions as discussed in Note W.

XML

Property, Plant and Equipment (Summary of Property, Plant and Equipment) (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Property, Plant and Equipment [Abstract]
Buildings and improvements	$ 942	$ 923
Machinery and equipment	4,768	4,559
Land and improvements	143	167
Construction in progress	172	185
Property, plant and equipment, gross	6,025	5,834
Less: accumulated depreciation and amortization	(3,873)	(3,829)
Property, plant and equipment, net	$ 2,152	$ 2,005

XML

Income Taxes Income Taxes (Tax Loss and Credit Carryforwards Expirations) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013
Income Tax Disclosure [Abstract]
Tax loss and credit carryforwards, expire in 2014	$ 24
Tax loss and credit carryforwards, expire in 2015	23
Tax loss and credit carryforwards, expire in 2016	13
Tax loss and credit carryforwards, expire in 2017	32
Tax loss and credit carryforwards, expire in 2018	32
Tax loss and credit carryforwards, expire, thereafter	368
Tax loss and credit carryforwards, expire, unlimited	$ 148

XML

Stock-Based Compensation (Summary of Weighted Average Fair Value Assumptions of Awards) (Details)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Performance-Based Restricted Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk-free interest rate	0.30%	0.40%	1.00%
Expected term (years)	3 years	3 years	3 years
Expected stock price volatility	22.40%	27.80%	37.90%
Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk-free interest rate			2.40%
Expected term (years)			6 years 9 months 18 days
Expected stock price volatility			31.70%
Expected dividend yield			0.00%

XML

Accounts Payable and Accrued Liabilities (Components of Accounts Payable and Accrued Liabilities) (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Accounts Payable and Accrued Liabilities, Current [Abstract]
Trade accounts payable	$ 1,768	$ 1,470
Salaries, wages and other employee benefits, including pension and postretirement	164	168
Accrued taxes, other than on income	118	117
Restructuring	60	70
Accrued interest	68	47
Fair value of derivatives	58	27
Asbestos liabilities	28	25
Income taxes payable	19	12
Deferred taxes	30	15
Other	234	195
Accounts payable and accrued liabilities	$ 2,547	$ 2,146

XML

Pension and Other Postretirement Benefits (Schedule of Projected and Changes in Benefit Obligations) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Pension Benefits - U.S. Plans [Member]
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward]
Benefit obligations at beginning of period	$ 1,609	$ 1,502
Service cost	15	12	11
Interest cost	62	69	72
Plan participants’ contributions	0	1
Amendments	2	2
Actuarial (gain) / loss	(122)	131
Benefits paid	(112)	(108)
Foreign currency translation	0	0
Benefit obligations at end of period	1,454	1,609	1,502
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Balance at beginning of period	1,292	1,172
Actual return on plan assets	162	195
Employer contributions	7	32
Plan participants’ contributions	0	1
Benefits paid	(112)	(108)
Foreign currency translation	0	0
Balance at end of period	1,349	1,292	1,172
Funded Status	(105)	(317)
Accumulated benefit obligations at end of period	1,423	1,575
Pension Benefits - Non-U.S. Plans [Member]
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward]
Benefit obligations at beginning of period	3,572	3,256
Service cost	24	26	27
Interest cost	138	153	161
Plan participants’ contributions	4	5
Amendments	(1)	(108)
Actuarial (gain) / loss	46	279
Benefits paid	(189)	(181)
Foreign currency translation	57	142
Benefit obligations at end of period	3,651	3,572	3,256
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Balance at beginning of period	3,116	2,894
Actual return on plan assets	85	201
Employer contributions	77	70
Plan participants’ contributions	4	5
Benefits paid	(189)	(181)
Foreign currency translation	42	127
Balance at end of period	3,135	3,116	2,894
Funded Status	(516)	(456)
Accumulated benefit obligations at end of period	$ 3,488	$ 3,427

XML

Goodwill (Schedule of Goodwill) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Goodwill [Roll Forward]
Goodwill, Balance at beginning of period	$ 2,974	$ 2,928
Accumulated impairment losses	(976)	(976)	(976)
Net	2,016	1,998	1,952
Foreign currency translation	18	46
Goodwill, Balance at end of period	2,992	2,974
Americas Beverage [Member]
Goodwill [Roll Forward]
Goodwill, Balance at beginning of period	457	455
Accumulated impairment losses	(29)	(29)	(29)
Net	424	428	426
Foreign currency translation	(4)	2
Goodwill, Balance at end of period	453	457
North America Food [Member]
Goodwill [Roll Forward]
Goodwill, Balance at beginning of period	164	162
Net	158	164	162
Foreign currency translation	(6)	2
Goodwill, Balance at end of period	158	164
European Beverage [Member]
Goodwill [Roll Forward]
Goodwill, Balance at beginning of period	751	732
Accumulated impairment losses	(73)	(73)	(73)
Net	680	678	659
Foreign currency translation	2	19
Goodwill, Balance at end of period	753	751
European Food [Member]
Goodwill [Roll Forward]
Goodwill, Balance at beginning of period	1,298	1,284
Accumulated impairment losses	(724)	(724)	(724)
Net	596	574	560
Foreign currency translation	22	14
Goodwill, Balance at end of period	1,320	1,298
Non-reportable Segments [Member]
Goodwill [Roll Forward]
Goodwill, Balance at beginning of period	304	295
Accumulated impairment losses	(150)	(150)	(150)
Net	158	154	145
Foreign currency translation	4	9
Goodwill, Balance at end of period	$ 308	$ 304

XML

Derivative and Other Financial Instruments (Accumulated Other Comprehensive Income ("AOCI") and Earnings from Changes in Fair Value Related to Derivative Instruments) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012		Dec. 31, 2011
Derivative Instruments, Gain (Loss) [Line Items]
Amount of gain/(loss) recognized in AOCI (effective portion)	$ (49)	$ (82)
Amount of gain/(loss) reclassified from AOCI into earnings	(34)	(46)
Net sales	261	314		392
Foreign Exchange [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Amount of gain/(loss) recognized in AOCI (effective portion)	(5)	0
Amount of gain/(loss) reclassified from AOCI into earnings	(2)	0	[1]
Commodities [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Amount of gain/(loss) recognized in AOCI (effective portion)	(44)	(82)
Amount of gain/(loss) reclassified from AOCI into earnings	(32)	(46)	[2]
Gain (loss) on price risk cash flow hedge ineffectiveness	2	(3)
Amount Reclassified from Accumulated Other Comprehensive Income [Member] | Gains and Losses on Cash Flow Hedges [Member] | Foreign Exchange [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Cost of products sold	7	14
Net sales	(9)	(14)
Amount Reclassified from Accumulated Other Comprehensive Income [Member] | Gains and Losses on Cash Flow Hedges [Member] | Commodities [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Cost of products sold	(43)	60
Cash flow hedge gain (loss) reclassified to income tax expense, net	$ (11)	$ 14

[1] Within the Statement of Operations for the twelve months ended December 31, 2013, a gain of $7 was recognized in cost of products sold and a loss of $9 was recognized in net sales. During the twelve months ended December 31, 2012, a gain of $14 was recognized in cost of products sold and a loss of $14 recognized in net sales.

[2] Within the Statement of Operations for the twelve months ended December 31, 2013, a loss of $43, including a reduction of $2 for ineffectiveness, was recognized in cost of products sold and a tax benefit of $11 was recognized in income tax expense. During the twelve months ended December 31, 2012, a gain of $60, including $3 of ineffectiveness, was recognized in cost of products sold and a tax charge of $14 was recognized in income tax expense.

XML

Condensed Combining Financial Information (Condensed Combining Statement Of Cash Flows) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Net cash provided by/(used for) operating activities	$ 885	$ 621	$ 379
Cash flows from investing activities
Capital expenditures	(275)	(324)	(401)
Insurance proceeds	8	48	0
Acquisition of businesses, net of cash acquired	(16)	(78)	0
Proceeds from sale of businesses, net of cash sold	10	0	4
Proceeds from sale of property, plant and equipment	29	3	26
Intercompany investing activities	0	0	0
Proceeds from sale of interompany investment
Other, net	(2)	(11)	(1)
Net cash used for investing activities	(246)	(362)	(372)
Cash flows from financing activities
Proceeds from long-term debt	1,083	110	1,770
Payments of long-term debt	(1,022)	(66)	(1,069)
Net change in revolving credit facility and short-term debt	18	28	(192)
Net change in long-term intercompany balances	0	0	0
Debt issue costs	(32)	0	(22)
Capital contribution	0	0
Common stock issued	21	15	11
Common stock repurchased	(300)	(257)	(312)
Dividends paid	0	0	0
Purchase of noncontrolling interests	(16)	(4)	(202)
Dividends paid to noncontrolling interests	(78)	(79)	(104)
Other	20	(1)	(9)
Net cash used for financing activities	(306)	(254)	(129)
Effect of exchange rate changes on cash and cash equivalents	6	3	1
Net change in cash and cash equivalents	339	8	(121)
Cash and cash equivalents at January 1	350	342	463
Cash and cash equivalents at December 31	689	350	342
Crown European Holdings SA [Member] | Parent [Member]
Net cash provided by/(used for) operating activities	16	16	10
Cash flows from investing activities
Capital expenditures
Insurance proceeds
Acquisition of businesses, net of cash acquired
Proceeds from sale of businesses, net of cash sold
Proceeds from sale of property, plant and equipment
Intercompany investing activities
Proceeds from sale of interompany investment
Other, net
Net cash used for investing activities
Cash flows from financing activities
Proceeds from long-term debt
Payments of long-term debt
Net change in revolving credit facility and short-term debt
Net change in long-term intercompany balances	263	226	291
Debt issue costs
Capital contribution
Common stock issued	21	15	11
Common stock repurchased	(300)	(257)	(312)
Dividends paid
Purchase of noncontrolling interests
Dividends paid to noncontrolling interests
Other
Net cash used for financing activities	(16)	(16)	(10)
Effect of exchange rate changes on cash and cash equivalents
Net change in cash and cash equivalents
Cash and cash equivalents at January 1
Cash and cash equivalents at December 31
Crown European Holdings SA [Member] | Issuer [Member]
Net cash provided by/(used for) operating activities	(48)	(66)	(12)
Cash flows from investing activities
Capital expenditures
Insurance proceeds
Acquisition of businesses, net of cash acquired
Proceeds from sale of businesses, net of cash sold
Proceeds from sale of property, plant and equipment
Intercompany investing activities	(40)	(741)	8
Proceeds from sale of interompany investment		1,205
Other, net
Net cash used for investing activities	(40)	464	8
Cash flows from financing activities
Proceeds from long-term debt			383
Payments of long-term debt	(218)		(276)
Net change in revolving credit facility and short-term debt	97	(4)	(48)
Net change in long-term intercompany balances	255	(232)	(38)
Debt issue costs	(6)		(3)
Capital contribution
Common stock issued
Common stock repurchased
Dividends paid		(170)
Purchase of noncontrolling interests
Dividends paid to noncontrolling interests
Other	8	8	(14)
Net cash used for financing activities	136	(398)	4
Effect of exchange rate changes on cash and cash equivalents
Net change in cash and cash equivalents	48
Cash and cash equivalents at January 1
Cash and cash equivalents at December 31	48
Crown European Holdings SA [Member] | Guarantors [Member]
Net cash provided by/(used for) operating activities	364	299	(119)
Cash flows from investing activities
Capital expenditures	(81)	(77)	(107)
Insurance proceeds
Acquisition of businesses, net of cash acquired		(29)
Proceeds from sale of businesses, net of cash sold	10		4
Proceeds from sale of property, plant and equipment	20	3	26
Intercompany investing activities	114	293	290
Proceeds from sale of interompany investment		(1,205)
Other, net			(1)
Net cash used for investing activities	63	(1,015)	212
Cash flows from financing activities
Proceeds from long-term debt	1,000		1,250
Payments of long-term debt	(730)	(1)	(748)
Net change in revolving credit facility and short-term debt	(45)	(103)	(54)
Net change in long-term intercompany balances	(380)	77	(438)
Debt issue costs	(26)		(19)
Capital contribution		1,205
Common stock issued
Common stock repurchased
Dividends paid		(370)
Purchase of noncontrolling interests		(3)	(98)
Dividends paid to noncontrolling interests
Other	12	(9)	3
Net cash used for financing activities	(169)	796	(104)
Effect of exchange rate changes on cash and cash equivalents
Net change in cash and cash equivalents	258	80	(11)
Cash and cash equivalents at January 1	134	54	65
Cash and cash equivalents at December 31	392	134	54
Crown European Holdings SA [Member] | Non-Guarantors [Member]
Net cash provided by/(used for) operating activities	553	372	500
Cash flows from investing activities
Capital expenditures	(194)	(247)	(294)
Insurance proceeds	8	48
Acquisition of businesses, net of cash acquired	(16)	(49)
Proceeds from sale of businesses, net of cash sold
Proceeds from sale of property, plant and equipment	9
Intercompany investing activities			(180)
Proceeds from sale of interompany investment
Other, net	(2)	(11)
Net cash used for investing activities	(195)	(259)	(474)
Cash flows from financing activities
Proceeds from long-term debt	83	110	137
Payments of long-term debt	(74)	(65)	(45)
Net change in revolving credit facility and short-term debt	(34)	135	(90)
Net change in long-term intercompany balances	(138)	(71)	185
Debt issue costs
Capital contribution	40	8
Common stock issued
Common stock repurchased
Dividends paid	(114)	(225)	(118)
Purchase of noncontrolling interests	(16)	(1)	(104)
Dividends paid to noncontrolling interests	(78)	(79)	(104)
Other			2
Net cash used for financing activities	(331)	(188)	(137)
Effect of exchange rate changes on cash and cash equivalents	6	3	1
Net change in cash and cash equivalents	33	(72)	(110)
Cash and cash equivalents at January 1	216	288	398
Cash and cash equivalents at December 31	249	216	288
Crown European Holdings SA [Member] | Eliminations [Member]
Net cash provided by/(used for) operating activities
Cash flows from investing activities
Capital expenditures
Insurance proceeds
Acquisition of businesses, net of cash acquired
Proceeds from sale of businesses, net of cash sold
Proceeds from sale of property, plant and equipment
Intercompany investing activities	(74)	448	(118)
Proceeds from sale of interompany investment
Other, net
Net cash used for investing activities	(74)	448	(118)
Cash flows from financing activities
Proceeds from long-term debt
Payments of long-term debt
Net change in revolving credit facility and short-term debt
Net change in long-term intercompany balances
Debt issue costs
Capital contribution	(40)	(1,213)
Common stock issued
Common stock repurchased
Dividends paid	114	765	118
Purchase of noncontrolling interests
Dividends paid to noncontrolling interests
Other
Net cash used for financing activities	74	(448)	118
Effect of exchange rate changes on cash and cash equivalents
Net change in cash and cash equivalents
Cash and cash equivalents at January 1
Cash and cash equivalents at December 31
Crown Cork & Seal Company, Inc [Member] | Parent [Member]
Net cash provided by/(used for) operating activities	16	16	10
Cash flows from investing activities
Capital expenditures
Insurance proceeds
Acquisition of businesses, net of cash acquired
Proceeds from sale of property, plant and equipment
Intercompany investing activities
Other, net
Net cash used for investing activities
Cash flows from financing activities
Proceeds from long-term debt
Payments of long-term debt
Net change in revolving credit facility and short-term debt
Net change in long-term intercompany balances	263	226	291
Debt issue costs
Common stock issued	21	15	11
Common stock repurchased	(300)	(257)	(312)
Dividends paid
Purchase of noncontrolling interests
Dividends paid to noncontrolling interests
Other
Net cash used for financing activities	(16)	(16)	(10)
Effect of exchange rate changes on cash and cash equivalents
Net change in cash and cash equivalents
Cash and cash equivalents at January 1
Cash and cash equivalents at December 31
Crown Cork & Seal Company, Inc [Member] | Issuer [Member]
Net cash provided by/(used for) operating activities	37	(217)	(39)
Cash flows from investing activities
Capital expenditures
Insurance proceeds
Acquisition of businesses, net of cash acquired
Proceeds from sale of businesses, net of cash sold	10
Proceeds from sale of property, plant and equipment
Intercompany investing activities	77	67	49
Other, net
Net cash used for investing activities	87	67	49
Cash flows from financing activities
Proceeds from long-term debt
Payments of long-term debt
Net change in revolving credit facility and short-term debt
Net change in long-term intercompany balances	(124)	150	86
Debt issue costs
Common stock issued
Common stock repurchased
Dividends paid
Purchase of noncontrolling interests			(96)
Dividends paid to noncontrolling interests
Other
Net cash used for financing activities	(124)	150	(10)
Effect of exchange rate changes on cash and cash equivalents
Net change in cash and cash equivalents
Cash and cash equivalents at January 1
Cash and cash equivalents at December 31
Crown Cork & Seal Company, Inc [Member] | Non-Guarantors [Member]
Net cash provided by/(used for) operating activities	832	822	408
Cash flows from investing activities
Capital expenditures	(275)	(324)	(401)
Insurance proceeds	8	48
Acquisition of businesses, net of cash acquired	(16)	(78)
Proceeds from sale of businesses, net of cash sold			4
Proceeds from sale of property, plant and equipment	29	3	26
Intercompany investing activities
Other, net	(2)	(11)	(1)
Net cash used for investing activities	(256)	(362)	(372)
Cash flows from financing activities
Proceeds from long-term debt	1,083	110	1,770
Payments of long-term debt	(1,022)	(66)	(1,069)
Net change in revolving credit facility and short-term debt	18	28	(192)
Net change in long-term intercompany balances	(139)	(376)	(377)
Debt issue costs	(32)		(22)
Common stock issued
Common stock repurchased
Dividends paid	(77)	(67)	(49)
Purchase of noncontrolling interests	(16)	(4)	(106)
Dividends paid to noncontrolling interests	(78)	(79)	(104)
Other	20	(1)	(9)
Net cash used for financing activities	(243)	(455)	(158)
Effect of exchange rate changes on cash and cash equivalents	6	3	1
Net change in cash and cash equivalents	339	8	(121)
Cash and cash equivalents at January 1	350	342	463
Cash and cash equivalents at December 31	689	350	342
Crown Cork & Seal Company, Inc [Member] | Eliminations [Member]
Net cash provided by/(used for) operating activities
Cash flows from investing activities
Capital expenditures
Insurance proceeds
Acquisition of businesses, net of cash acquired
Proceeds from sale of property, plant and equipment
Intercompany investing activities	(77)	(67)	(49)
Other, net
Net cash used for investing activities	(77)	(67)	(49)
Cash flows from financing activities
Proceeds from long-term debt
Payments of long-term debt
Net change in revolving credit facility and short-term debt
Net change in long-term intercompany balances
Debt issue costs
Common stock issued
Common stock repurchased
Dividends paid	77	67	49
Purchase of noncontrolling interests
Dividends paid to noncontrolling interests
Other
Net cash used for financing activities	77	67	49
Effect of exchange rate changes on cash and cash equivalents
Net change in cash and cash equivalents
Cash and cash equivalents at January 1
Cash and cash equivalents at December 31
Crown Americas, LLC, Crown Americas Capital Corp. And Crown Americas Capital Corp. II [Member] | Parent [Member]
Net cash provided by/(used for) operating activities	16	16	10
Cash flows from investing activities
Capital expenditures
Insurance proceeds
Acquisition of businesses, net of cash acquired
Proceeds from sale of businesses, net of cash sold
Proceeds from sale of property, plant and equipment
Intercompany investing activities
Other, net
Net cash used for investing activities
Cash flows from financing activities
Proceeds from long-term debt
Payments of long-term debt
Net change in revolving credit facility and short-term debt
Net change in long-term intercompany balances	263	226	291
Debt issue costs
Common stock issued	21	15	11
Common stock repurchased	(300)	(257)	(312)
Dividends paid
Purchase of noncontrolling interests
Dividends paid to noncontrolling interests
Other
Net cash used for financing activities	(16)	(16)	(10)
Effect of exchange rate changes on cash and cash equivalents
Net change in cash and cash equivalents
Cash and cash equivalents at January 1
Cash and cash equivalents at December 31
Crown Americas, LLC, Crown Americas Capital Corp. And Crown Americas Capital Corp. II [Member] | Issuer [Member]
Net cash provided by/(used for) operating activities	(18)	(28)	(29)
Cash flows from investing activities
Capital expenditures
Insurance proceeds
Acquisition of businesses, net of cash acquired
Proceeds from sale of businesses, net of cash sold
Proceeds from sale of property, plant and equipment
Intercompany investing activities	32	29	31
Other, net
Net cash used for investing activities	32	29	31
Cash flows from financing activities
Proceeds from long-term debt	1,000		1,250
Payments of long-term debt	(730)		(746)
Net change in revolving credit facility and short-term debt		(104)	(55)
Net change in long-term intercompany balances	(108)	109	(449)
Debt issue costs	(26)		(19)
Common stock issued
Common stock repurchased
Dividends paid
Purchase of noncontrolling interests
Dividends paid to noncontrolling interests
Other
Net cash used for financing activities	136	5	(19)
Effect of exchange rate changes on cash and cash equivalents
Net change in cash and cash equivalents	150	6	(17)
Cash and cash equivalents at January 1	27	21	38
Cash and cash equivalents at December 31	177	27	21
Crown Americas, LLC, Crown Americas Capital Corp. And Crown Americas Capital Corp. II [Member] | Guarantors [Member]
Net cash provided by/(used for) operating activities	352	213	(127)
Cash flows from investing activities
Capital expenditures	(37)	(41)	(55)
Insurance proceeds
Acquisition of businesses, net of cash acquired		(29)
Proceeds from sale of businesses, net of cash sold	10		4
Proceeds from sale of property, plant and equipment	4	1
Intercompany investing activities	91	268	53
Other, net			(1)
Net cash used for investing activities	68	199	1
Cash flows from financing activities
Proceeds from long-term debt
Payments of long-term debt		(1)	(1)
Net change in revolving credit facility and short-term debt
Net change in long-term intercompany balances	(419)	(408)	223
Debt issue costs
Common stock issued
Common stock repurchased
Dividends paid
Purchase of noncontrolling interests		(3)	(96)
Dividends paid to noncontrolling interests
Other
Net cash used for financing activities	(419)	(412)	126
Effect of exchange rate changes on cash and cash equivalents
Net change in cash and cash equivalents	1
Cash and cash equivalents at January 1	1	1	1
Cash and cash equivalents at December 31	2	1	1
Crown Americas, LLC, Crown Americas Capital Corp. And Crown Americas Capital Corp. II [Member] | Non-Guarantors [Member]
Net cash provided by/(used for) operating activities	535	420	525
Cash flows from investing activities
Capital expenditures	(238)	(283)	(346)
Insurance proceeds	8	48
Acquisition of businesses, net of cash acquired	(16)	(49)
Proceeds from sale of businesses, net of cash sold
Proceeds from sale of property, plant and equipment	25	2	26
Intercompany investing activities
Other, net	(2)	(11)
Net cash used for investing activities	(223)	(293)	(320)
Cash flows from financing activities
Proceeds from long-term debt	83	110	520
Payments of long-term debt	(292)	(65)	(322)
Net change in revolving credit facility and short-term debt	18	132	(137)
Net change in long-term intercompany balances	264	73	(65)
Debt issue costs	(6)		(3)
Common stock issued
Common stock repurchased
Dividends paid	(123)	(297)	(84)
Purchase of noncontrolling interests	(16)	(1)	(106)
Dividends paid to noncontrolling interests	(78)	(79)	(104)
Other	20	(1)	(9)
Net cash used for financing activities	(130)	(128)	(310)
Effect of exchange rate changes on cash and cash equivalents	6	3	1
Net change in cash and cash equivalents	188	2	(104)
Cash and cash equivalents at January 1	322	320	424
Cash and cash equivalents at December 31	510	322	320
Crown Americas, LLC, Crown Americas Capital Corp. And Crown Americas Capital Corp. II [Member] | Eliminations [Member]
Net cash provided by/(used for) operating activities
Cash flows from investing activities
Capital expenditures
Insurance proceeds
Acquisition of businesses, net of cash acquired
Proceeds from sale of businesses, net of cash sold
Proceeds from sale of property, plant and equipment
Intercompany investing activities	(123)	(297)	(84)
Other, net
Net cash used for investing activities	(123)	(297)	(84)
Cash flows from financing activities
Proceeds from long-term debt
Payments of long-term debt
Net change in revolving credit facility and short-term debt
Net change in long-term intercompany balances
Debt issue costs
Common stock issued
Common stock repurchased
Dividends paid	123	297	84
Purchase of noncontrolling interests
Dividends paid to noncontrolling interests
Other
Net cash used for financing activities	123	297	84
Effect of exchange rate changes on cash and cash equivalents
Net change in cash and cash equivalents
Cash and cash equivalents at January 1
Cash and cash equivalents at December 31

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Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2013

Accounting Policies [Abstract]

Business and Principles of Consolidation

Business and Principles of Consolidation. The consolidated financial statements include the accounts of Crown Holdings, Inc. (the “Company”) and its consolidated subsidiary companies (where the context requires, the “Company” shall include reference to the Company and its consolidated subsidiary companies).

The Company manufactures and sells metal containers, metal closures, and canmaking equipment. These products are manufactured in the Company’s plants both within and outside the U.S. and are sold through the Company’s sales organization to the soft drink, food, citrus, brewing, household products, personal care and various other industries. The financial statements were prepared in conformity with accounting principles generally accepted in the United States of America and reflect management’s estimates and assumptions. Actual results could differ from those estimates, impacting reported results of operations and financial position. All intercompany accounts and transactions are eliminated in consolidation. In deciding which entities should be reported on a consolidated basis, the Company first determines whether the entity is a variable interest entity (“VIE”). If an entity is a VIE, the Company determines whether it is the primary beneficiary based on whether it (1) has the power to direct the activities of the VIE that most significantly impact the entity’s economic performance and (2) has the obligation to absorb losses of the entity or the right to receive benefits from the entity that could potentially be significant to the VIE. If an entity is not a VIE, the Company consolidates those entities in which it has control, including certain subsidiaries that are not majority-owned. Certain of the Company’s agreements with noncontrolling interests contain provisions in which the Company would surrender certain decision-making rights upon a change in control of the Company. Accordingly, consolidation of these operations may no longer be appropriate subsequent to a change in control of the Company, as defined in the agreements. Investments in companies in which the Company does not have control, but has the ability to exercise significant influence over operating and financial policies, are accounted for by the equity method. Investments in securities where the Company does not have the ability to exercise significant influence over operating and financial policies, and whose fair value is readily determinable such as those listed on a securities exchange, are referred to as “available for sale securities” and reported at their fair value with unrealized gains and losses reported in accumulated other comprehensive income in equity. Other investments are carried at cost.

Foreign Currency Translation

Foreign Currency Translation. For non-U.S. subsidiaries which operate in a local currency environment, assets and liabilities are translated into U.S. dollars at year-end exchange rates. Income, expense and cash flow items are translated at average exchange rates prevailing during the year. Translation adjustments for these subsidiaries are accumulated as a separate component of accumulated other comprehensive income in equity. For non-U.S. subsidiaries that use a U.S. dollar functional currency, local currency inventories and property, plant and equipment are translated into U.S. dollars at approximate rates prevailing when acquired; all other assets and liabilities are translated at year-end exchange rates. Inventories charged to cost of sales and depreciation are remeasured at historical rates; all other income and expense items are translated at average exchange rates prevailing during the year. Gains and losses which result from remeasurement are included in earnings.

Revenue Recognition

Revenue Recognition. Revenue is recognized from product sales when the goods are shipped and the title and risk of loss pass to the customer. Provisions for discounts and rebates to customers, returns, and other adjustments are estimated and provided for in the period that the related sales are recorded. Taxes collected from customers and remitted to governmental authorities are excluded from net sales. Shipping and handling fees and costs are reported as cost of products sold.

Stock-Based Compensation

Stock-Based Compensation. The Company has stock-based employee compensation plans that are currently comprised of fixed stock option grants and restricted stock awards. Compensation expense is recognized over the vesting period on a straight-line basis using the grant date fair value of the award and the estimated number of awards that are expected to vest. The Company’s plans provide for stock awards which include accelerated vesting upon retirement, disability, or death of eligible employees. The Company considers a stock-based award to be vested when the service period is no longer contingent on the employee providing future service. Accordingly, the related compensation cost is recognized immediately for awards granted to retirement-eligible individuals or over the period from the grant date to the date that retirement eligibility is achieved, if less that the stated vesting period.

Cash and Cash Equivalents

Cash and Cash Equivalents. Cash equivalents represent investments with maturities of three months or less from the time of purchase and are carried at cost, which approximates fair value because of the short maturity of those instruments. Outstanding checks in excess of funds on deposit are included in accounts payable.

Accounts Receivable and Allowance for Doubtful Accounts

Accounts Receivable and Allowance for Doubtful Accounts. Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the best estimate of the amount of probable credit losses in the existing accounts receivable. The allowance is determined based on a review of individual accounts for collectability, generally

focusing on those accounts that are past due or experiencing financial difficulties. The current year expense to adjust the allowance for doubtful accounts is recorded within selling and administrative expense in the consolidated statements of operations.

Inventory Valuation

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

Property, Plant And Equipment

Property, Plant and Equipment. Property, plant and equipment (“PP&E”) is carried at cost less accumulated depreciation and includes expenditures for new facilities and equipment and those costs which substantially increase the useful lives or capacity of existing PP&E. Cost of constructed assets includes capitalized interest incurred during the construction and development period. Maintenance and repairs, including labor and material costs for planned major maintenance such as annual production line overhauls, are expensed as incurred. When PP&E is retired or otherwise disposed, the net carrying amount is eliminated with any gain or loss on disposition recognized in earnings at that time.

Depreciation and amortization are provided on a straight-line basis over the estimated useful lives of the assets described below (in years). The Company periodically reviews the estimated useful lives of its PP&E and, where appropriate, changes are made prospectively.

Land improvements	25
Buildings and Building Improvements	25 – 40
Machinery and Equipment	3 – 18

Goodwill

Goodwill. Goodwill is carried at cost and reviewed for impairment in the fourth quarter of each year or when facts and circumstances indicate goodwill may be impaired. Goodwill was allocated to the reporting units at the time of the acquisition based on the relative fair values of the reporting units. In assessing goodwill for impairment, the Company may first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the Company determines that an impairment is more likely than not, it will perform the two-step quantitative impairment test using a combination of market values for comparable businesses and discounted cash flow projections compared to the reporting unit's carrying value including goodwill. If the carrying value of a reporting unit exceeds its fair value, any impairment loss is measured by comparing the carrying value of the reporting unit’s goodwill to its implied fair value.

Impairment or Disposal of Long-Lived Assets

Impairment or Disposal of Long-Lived Assets. In the event that facts and circumstances indicate that the carrying value of long-lived assets, primarily PP&E and certain identifiable intangible assets with finite lives, may be impaired, the Company performs a recoverability evaluation. If the evaluation indicates that the carrying value of an asset is not recoverable from its undiscounted cash flows, an impairment loss is measured by comparing the carrying value of the asset to its fair value, based on discounted cash flows. Long-lived assets classified as held for sale are presented in the balance sheet at the lower of their carrying value or fair value less cost to sell.

Taxes on Income

Taxes on Income. The provision for income taxes is determined using the asset and liability approach. Deferred taxes represent the future expected tax consequences of differences between the financial reporting and tax bases of assets and liabilities based upon enacted tax rates and laws. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized. Investment tax credits are accounted for using the deferral method.

The with-and-without approach is used to account for utilization of windfall tax benefits arising from the Company’s stock-based compensation plans and only the direct impact of awards is considered when calculating the amount of windfalls or shortfalls. Income tax-related interest is reported as interest expense and penalties are reported as income tax expense.

Derivatives and Hedging

Derivatives and Hedging. All outstanding derivative financial instruments are recognized in the balance sheet at their fair values. The impact on earnings from recognizing the fair values of these instruments depends on their intended use, their hedge designation and their effectiveness in offsetting changes in the fair values of the exposures they are hedging. Changes in the fair values of

instruments designated to reduce or eliminate adverse fluctuations in the fair values of recognized assets and liabilities and unrecognized firm commitments are reported currently in earnings along with changes in the fair values of the hedged items. Changes in the effective portions of the fair values of instruments used to reduce or eliminate adverse fluctuations in cash flows of anticipated or forecasted transactions are reported in equity as a component of accumulated other comprehensive income. Amounts in accumulated other comprehensive income are reclassified to earnings when the related hedged items impact earnings or the anticipated transactions are no longer probable. Changes in the fair values of derivative instruments that are not designated as hedges or do not qualify for hedge accounting treatment are reported currently in earnings. Amounts reported in earnings are classified consistent with the item being hedged.

The effectiveness of derivative instruments in reducing risks associated with the hedged exposures is assessed at inception and on an ongoing basis. Any amounts excluded from the assessment of hedge effectiveness, and any ineffective portion of designated hedges, are reported currently in earnings. Time value, a component of an instrument’s fair value, is excluded in assessing effectiveness for fair value hedges, except hedges of firm commitments, and included for cash flow hedges.

Hedge accounting is discontinued prospectively when (i) the instrument is no longer effective in offsetting changes in fair value or cash flows of the underlying hedged item, (ii) the instrument expires, is sold, terminated or exercised, or (iii) designating the instrument as a hedge is no longer appropriate.

The Company formally documents all relationships between its hedging instruments and hedged items at inception, including its risk management objective and strategy for establishing various hedge relationships. Cash flows from hedging instruments are classified in the Consolidated Statements of Cash Flows consistent with the items being hedged.

Treasury Stock

Treasury Stock. Treasury stock is reported at par value. The excess of fair value over par value is first charged to paid-in capital, if any, and then to retained earnings.

Research and Development

Research and Development. Net research, development and engineering costs of $36, $43 and $43 in 2013, 2012 and 2011, respectively, were expensed as incurred and reported in selling and administrative expense in the Consolidated Statements of Operations. Substantially all engineering and development costs are related to developing new products or designing significant improvements to existing products or processes. Costs primarily include employee salaries and benefits and facility costs.

Reclassifications

Reclassifications. Certain reclassifications of prior years’ data have been made to conform to the current year presentation. As discussed further in Note S to the Company's consolidated financial statements, in the fourth quarter of 2013, the Company finalized the purchase price allocation related to its acquisition of Superior and as a result revised the presentation of certain 2012 amounts.

Recent Accounting and Reporting Pronouncements

Recent Accounting and Reporting Pronouncements. In the first quarter of 2013, the Company adopted changes to the disclosure of offsetting assets and liabilities. These changes require an entity to disclose both gross and net information about instruments and transactions subject to an agreement similar to a master netting arrangement and eligible for offset in the statement of financial position. The disclosures are intended to enable users of an entity’s financial statements to understand and evaluate the effect or potential effect of master netting arrangements on an entity’s financial position, including the effect or potential effect of rights of setoff associated with certain financial instruments. Other than disclosure, these changes had no impact on the Company's consolidated financial statements. See Note R for the Company's disclosures.

In the first quarter of 2013, the Company adopted changes to the disclosure of amounts reclassified out of accumulated other comprehensive income. These changes require an entity to present in a single note or parenthetically on the face of the financial statements, the effect of significant amounts reclassified from each component of accumulated other comprehensive income based on its source and the income statement line items affected by the reclassification. If a component is not required to be reclassified to net income in its entirety, an entity is required to cross-reference to other disclosures that provide additional detail about those amounts. Other than disclosure, these changes had no impact on the Company's consolidated financial statements. See Note B for the Company's disclosures.

In the fourth quarter of 2013, the Company elected to early adopt changes to the presentation of an unrecognized tax benefit when a net operating loss or similar tax carryforward exists. The new guidance requires that an entity net its liability for an unrecognized tax benefit against all same-jurisdiction loss or similar tax carryforwards that would apply if the unrecognized tax benefit were settled for the presumed amount at the balance sheet date. The change did not have a material impact on the Company's consolidated balance sheet and had no impact on the Company's consolidated statements of operations, comprehensive income, cash flows or changes in shareholders' equity.

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Earnings Per Share (Tables)

12 Months Ended

Dec. 31, 2013

Earnings Per Share [Abstract]

Computations of Basic and Diluted Earnings Per Share

The following table summarizes the basic and diluted earnings per share (EPS) attributable to Crown Holdings. Basic EPS excludes all potentially dilutive securities and is computed by dividing net income attributable to Crown Holdings by the weighted average number of common shares outstanding during the period. Diluted EPS includes the effect of stock options and restricted stock as calculated under the treasury stock method.

	2013		2012		2011
Net income attributable to Crown Holdings	$	324	$	559	$	282
Weighted average shares outstanding:
Basic	139.5		146.1		151.7
Add: dilutive stock options and restricted stock	1.2		2.3		2.6
Diluted	140.7		148.4		154.3
Basic EPS	$	2.32	$	3.83	$	1.86
Diluted EPS	$	2.30	$	3.77	$	1.83
Contingently issuable shares excluded from the computation of diluted earnings per share because the effect would have been anti-dilutive.	0.1		0.1		0.1

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Asset Impairment and Sales

12 Months Ended

Dec. 31, 2013

Asset Impairments And Sales [Abstract]

Asset Impairments and Sales

Asset Impairments and Sales

During 2013, the Company recognized a net gain of $12 for asset impairments and sales including $9 related to the sale of land and a building in Belgium.

During 2012, the Company recognized a net gain of $48 for asset impairments and sales including $31 related to insurance proceeds received for property damage incurred in the 2011 flooding of its beverage can plant in Thailand and a gain of $20 related to its acquisition of Superior Multi-Packaging, Ltd., as described further inNote S.

During 2011, the Company recorded a net charge of $6 for asset impairments and sales including a loss of $4 for the insurance deductible related to its beverage can plant in Thailand that was shut down in October due to damage caused by severe flooding. As a result of the flooding, the company wrote-off $23 of property, plant and equipment which was fully offset by anticipated insurance proceeds which the Company recognized because realization of such proceeds was considered probable.

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Income Taxes (Narrative) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Income Taxes [Line Items]
Other items, net	$ 14	$ 228	$ (62)
Valuation allowance	343	400
Taxes paid	114	92	107
Deferred tax assets, prepaid expenses and other current assets	123	104
Deferred taxes on earnings of foreign subsidiaries	639
Unrecognized tax benefits, penalties excluded from reserves	2
Interest and penalties expenses	1	1	1
Unrecognized tax benefit that affect effective tax rate	26
Beverage Can Plant in Thailand [Member]
Income Taxes [Line Items]
Other items, net		10
2011 European Division Headquarters Relocation [Member]
Income Taxes [Line Items]
Other items, net			(55)
Valuation allowance			30
Brazil [Member]
Income Taxes [Line Items]
Tax incentives, beginning of expiration date	2016
Increase in net income attributable to the Company resulting from incentives	11	11
U.S. [Member]
Income Taxes [Line Items]
Valuation allowance	162
Windfall tax benefits	55
France [Member]
Income Taxes [Line Items]
Valuation allowance	94
Tax loss carryforwards	101
Canada [Member]
Income Taxes [Line Items]
Valuation allowance	55
Belgium [Member]
Income Taxes [Line Items]
Valuation allowance	15
State [Member]
Income Taxes [Line Items]
Tax loss carryforwards	181
SPAIN
Income Taxes [Line Items]
Deferred Tax Assets, Net	14
Foreign Tax Credit Recognition [Member]
Income Taxes [Line Items]
Other items, net		213
Change in valuation allowance, deferred tax asset	$ 16	$ 38

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Acquisitions

12 Months Ended

Dec. 31, 2013

Business Combinations [Abstract]

Acquisitions

Acquisitions

Pending Acquisition

On October 30, 2013, the Company entered into an agreement (the “Purchase Agreement”) to acquire Mivisa Envases, S.A.U. (“Mivisa”), a leading Spanish manufacturer of two- and three-piece food cans and ends, from certain investment funds managed by affiliates of The Blackstone Group L.P., N+1 Mercapital and management. The Company will pay €500 ($688 at December 31, 2013) plus €5.5 ($7.6 at December 31, 2013) per month from June 30, 2013 to closing to acquire the equity of Mivisa and will assume €700 ($963 at December 31, 2013) of pre-acquisition debt which it will repay at closing. The Purchase Agreement reflects a “locked box” approach, such that the Company will acquire Mivisa with economic effect from June 30, 2013.

The Company has obtained debt financing commitments for the transaction as described in Note Q to the consolidated financial statements. The aggregate proceeds from the commitments, together with available cash on hand, will be sufficient for the Company to pay the purchase price and related fees and expenses.

The acquisition, which is subject to review by the European Commission and competition authorities in other jurisdictions, is expected to close in 2014. If necessary to obtain approval of the transaction from relevant competition authorities, the Company has agreed to certain divestiture and other commitments principally related to the Company’s food can operations. The Company has agreed to pay a transaction payment of €41 ($56 at December 31, 2013) if (i) the transaction is not consummated prior to September 5, 2014; (ii) if the European Commission determines that the transaction is impermissible; or (iii) subject to the satisfaction of certain conditions, the Purchase Agreement is terminated due to the breach by either party of its material obligations with respect to the application for antitrust approvals, in each case only if Seller is not in material breach of any of its material obligations and such breach has resulted in a required antitrust approval not being obtained.

The Purchase Agreement permits the Company and Seller to terminate the Purchase Agreement under certain circumstances, including, among others, (i) by mutual agreement of the Company and Seller; (ii) by either party if the other breaches any of its material obligations with respect to the antitrust approval process; (iii) by either party if the European Commission determines that the transaction is impermissible; and (iv) by either party upon notice to the other after September 5, 2014 (but only if such party is not in material breach of its material obligations under the Purchase Agreement at the time of such notice).

For its fiscal year ended June 30, 2013, Mivisa had sales of approximately €555 ($764 at December 31, 2013).

Recently Completed Acquisitions

In the fourth quarter of 2013, the Company paid $16 to acquire a food can production business in Turkey. The purchase price was allocated entirely to fixed assets.

In the fourth quarter of 2012, the Company completed the following acquisitions:

The Company established a joint venture to acquire shares of Superior Multi-Packaging, Ltd., (“Superior”) a listed company on the Singapore exchange with operations in China, Singapore and Vietnam through a tender offer.  The Company's partner in the joint venture contributed its existing shares in Superior to the joint venture and the Company paid $20 to acquire additional shares.  Upon completion of the tender offer, the joint venture owned approximately 85% of the shares of Superior. As of December 31, 2013, the joint venture owns approximately 96% of the shares of Superior.

The Company has consolidated both the joint venture and Superior in its financial statements.  In 2013, Superior had net sales of $132 and in 2012 had net sales of $126 of which $8 was generated post-acquisition and is included in the Company's net sales.

As initially reported at December 31, 2012, the Company's preliminary purchase price allocation included $9 to cash, $39 to receivables, $22 to inventory, $39 to fixed assets, $28 to debt, $23 to accounts payable and accrued liabilities and $7 to non-controlling interests. The fair value of the non-controlling interest that remained publicly traded was determined based on the acquisition date share price. In the fourth quarter of 2013, the Company finalized its purchase price allocation and allocated an additional $10 to fixed assets, $1 to accounts payable, $3 to deferred income taxes and $4 to non-controlling interests.

Although the price paid to acquire the public shares of Superior was at a premium to its then trading price, the fair value of the assets acquired and liabilities assumed exceeded the fair value of the consideration transferred. As a result, the Company initially recognized a bargain purchase gain of $14 included in asset impairments and sales in the consolidated statements of operations. Upon finalization of the Company's purchase price allocation, the Company recognized an additional bargain purchase gain of $6 in asset impairments and sales in the consolidated statements of operations. Net income attributable to noncontrolling interests includes $11 of bargain purchase gain allocated to the Company's joint venture partner.

In accordance with the applicable accounting standards, 2012 amounts have been revised to account for the final purchase price allocation adjustments described above.

The Company believes that the acquisition resulted in a gain because Superior has underperformed in recent years. Consequently, the Company reassessed the recognition and measurement of the assets acquired and liabilities assumed and concluded that its purchase price allocation was appropriate.

The Company paid $38 to acquire a beverage can and end production business in Vietnam.  The purchase price was allocated entirely to fixed assets.

The Company paid $29 to acquire a food can production business in the U.S. The purchase price was allocated $25 to customer contracts, $3 to fixed assets and $1 to inventory. The customer contracts will be amortized on a straight-line basis over the life of the contracts.

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Derivative and Other Financial Instruments (Notional Values of Outstanding Derivative Instruments in the Consolidated Balance Sheet) (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Designated as Hedging Instrument [Member] | Cash Flow Hedging [Member] | Foreign Exchange [Member]
Derivatives, Fair Value [Line Items]
Derivatives	$ 724	$ 471
Designated as Hedging Instrument [Member] | Cash Flow Hedging [Member] | Commodities [Member]
Derivatives, Fair Value [Line Items]
Derivatives	379	434
Designated as Hedging Instrument [Member] | Fair Value Hedging [Member] | Foreign Exchange [Member]
Derivatives, Fair Value [Line Items]
Derivatives	128	105
Not Designated as Hedging Instrument [Member] | Foreign Exchange [Member]
Derivatives, Fair Value [Line Items]
Derivatives	$ 675	$ 924

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Derivative and Other Financial Instruments (Tables)

12 Months Ended

Dec. 31, 2013

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Accumulated Other Comprehensive Income (AOCI) and Earnings from Changes in Fair Value Related to Derivative Instruments

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

	Amount of gain/(loss)						Amount of gain/(loss)
	recognized in AOCI						reclassified from AOCI
	(effective portion)						into earnings
Derivatives in cash flow hedges	2013			2012			2013			2012
Foreign exchange	$	(5	)	$	—		$	(2	)	$	—		(1)
Commodities	(44		)	(82		)	(32		)	(46		)	(2)
Total	$	(49	)	$	(82	)	$	(34	)	$	(46	)

(1) Within the Statement of Operations for the twelve months ended December 31, 2013, a gain of $7 was recognized in cost of products sold and a loss of $9 was recognized in net sales. During the twelve months ended December 31, 2012, a gain of $14 was recognized in cost of products sold and a loss of $14 recognized in net sales.

(2) Within the Statement of Operations for the twelve months ended December 31, 2013, a loss of $43, including a reduction of $2 for ineffectiveness, was recognized in cost of products sold and a tax benefit of $11 was recognized in income tax expense. During the twelve months ended December 31, 2012, a gain of $60, including $3 of ineffectiveness, was recognized in cost of products sold and a tax charge of $14 was recognized in income tax expense.

Fair Value of Outstanding Derivative Instruments in the Consolidated Balance Sheets

The following table sets forth the fair value hierarchy for the Company's financial assets and liabilities that were accounted for at fair value on a recurring basis as of December 31, 2013 and December 31, 2012, respectively.

Derivative Assets	Balance Sheet Classification	Fair Value Hierarchy	December 31, 2013		December 31, 2012
Derivatives designated as hedges:
Foreign exchange	Other current assets	2	$	29	$	5
Commodities	Other current assets	1	—		5
Commodities	Other non-current assets	1	—		1
Derivatives not designated as hedges:
Foreign exchange	Other current assets	2	8		11
	Total		$	37	$	22
Derivative Liabilities	Balance Sheet Classification
Derivatives designated as hedges:
Foreign exchange	Accounts payable and accrued liabilities	2	$	30	$	6
Commodities	Accounts payable and accrued liabilities	1	27		17
Commodities	Other non-current liabilities	1	2		3
Derivatives not designated as hedges:
Foreign exchange	Accounts payable and accrued liabilities	2	1		4
	Total		$	60	$	30

Schedule of Offsetting Derivative Assets and Liabilities

In the table below, the aggregate fair values of the the Company's derivative assets and liabilities are presented on both a gross and net basis, where appropriate.

	Gross Amounts Recognized in the Balance Sheet	Gross Amounts Not Offset in the Balance Sheet	Net Amount
Balance at December 31, 2013
Derivative Assets	37	2	35
Derivative Liabilities	60	2	58
Balance at December 31, 2012
Derivative Assets	22	7	15
Derivative Liabilities	30	7	23

Notional Values of Outstanding Derivative Instruments in the Consolidated Balance Sheet

The aggregate U.S. dollar-equivalent notional values of outstanding derivative instruments in the Consolidated Balance Sheets at December 31, 2013 and December 31, 2012 were:

	December 31, 2013		December 31, 2012
Derivatives in cash flow hedges:
Foreign exchange	$	724	$	471
Commodities	379		434
Derivatives in fair value hedges:
Foreign exchange	128		105
Derivatives not designated as hedges:
Foreign exchange	675		924

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Pension and Other Postretirement Benefits (Schedule of Defined Benefit Plan Assets) (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan assets	$ 4,476	$ 4,401
Level 1 [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan assets	1,216	1,164
Level 1 [Member] | Cash and Cash Equivalents [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan assets	193	250
Level 1 [Member] | Global Large Cap Equity [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan assets	76	62
Level 1 [Member] | U.S. Large Cap Equity [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan assets	220	183
Level 1 [Member] | U.S. Mid/Small Cap Equity [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan assets	273	260
Level 1 [Member] | Mutual Funds - Global Equity [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan assets	214	183
Level 1 [Member] | Mutual Funds - U.S. Equity [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan assets	93	88
Level 1 [Member] | Fixed Income Funds [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan assets	147	138
Level 2 [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan assets	2,543	2,503
Level 2 [Member] | Government Issued Debt Securities [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan assets	554	601
Level 2 [Member] | Corporate Debt Securities [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan assets	236	257
Level 2 [Member] | Asset Backed Securities [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan assets	18	7
Level 2 [Member] | Structured Debt [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan assets	687	635
Level 2 [Member] | Insurance Contracts [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan assets	12	13
Level 2 [Member] | Derivatives [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan assets	64	98
Level 2 [Member] | Fixed Income Funds [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan assets	458	418
Level 2 [Member] | Investment Funds - Global Equity [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan assets	317	257
Level 2 [Member] | Investment Funds - Emerging Markets [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan assets	197	217
Level 3 [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan assets	717	734	777
Level 3 [Member] | Investment Funds - Real Estate [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan assets	135	130
Level 3 [Member] | Hedge Funds [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan assets	225	214	284
Level 3 [Member] | Private Equity [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan assets	335	369	385
Level 3 [Member] | Real Estate [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan assets	22	21
Pension Benefits - U.S. Plans [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan assets	1,349	1,292	1,172
Defined benefit plan assets	1,347	1,290
Accrued income	2	2
Pension Benefits - U.S. Plans [Member] | Level 1 [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan assets	949	893
Pension Benefits - U.S. Plans [Member] | Level 1 [Member] | Cash and Cash Equivalents [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan assets	68	92
Pension Benefits - U.S. Plans [Member] | Level 1 [Member] | Global Large Cap Equity [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan assets	0	0
Pension Benefits - U.S. Plans [Member] | Level 1 [Member] | U.S. Large Cap Equity [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan assets	170	146
Pension Benefits - U.S. Plans [Member] | Level 1 [Member] | U.S. Mid/Small Cap Equity [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan assets	257	246
Pension Benefits - U.S. Plans [Member] | Level 1 [Member] | Mutual Funds - Global Equity [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan assets	214	183
Pension Benefits - U.S. Plans [Member] | Level 1 [Member] | Mutual Funds - U.S. Equity [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan assets	93	88
Pension Benefits - U.S. Plans [Member] | Level 1 [Member] | Fixed Income Funds [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan assets	147	138
Pension Benefits - U.S. Plans [Member] | Level 2 [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan assets	222	221
Pension Benefits - U.S. Plans [Member] | Level 2 [Member] | Government Issued Debt Securities [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan assets	50	59
Pension Benefits - U.S. Plans [Member] | Level 2 [Member] | Corporate Debt Securities [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan assets	103	95
Pension Benefits - U.S. Plans [Member] | Level 2 [Member] | Asset Backed Securities [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan assets	11	3
Pension Benefits - U.S. Plans [Member] | Level 2 [Member] | Structured Debt [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan assets	2	7
Pension Benefits - U.S. Plans [Member] | Level 2 [Member] | Insurance Contracts [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan assets	0	0
Pension Benefits - U.S. Plans [Member] | Level 2 [Member] | Derivatives [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan assets	0	0
Pension Benefits - U.S. Plans [Member] | Level 2 [Member] | Fixed Income Funds [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan assets	16	14
Pension Benefits - U.S. Plans [Member] | Level 2 [Member] | Investment Funds - Global Equity [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan assets	0	0
Pension Benefits - U.S. Plans [Member] | Level 2 [Member] | Investment Funds - Emerging Markets [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan assets	40	43
Pension Benefits - U.S. Plans [Member] | Level 3 [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan assets	176	176
Pension Benefits - U.S. Plans [Member] | Level 3 [Member] | Investment Funds - Real Estate [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan assets	47	42
Pension Benefits - U.S. Plans [Member] | Level 3 [Member] | Hedge Funds [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan assets	75	70
Pension Benefits - U.S. Plans [Member] | Level 3 [Member] | Private Equity [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan assets	37	48
Pension Benefits - U.S. Plans [Member] | Level 3 [Member] | Real Estate [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan assets	17	16
Pension Benefits - Non-U.S. Plans [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan assets	3,135	3,116	2,894
Defined benefit plan assets	3,129	3,111
Accrued income	6	5
Pension Benefits - Non-U.S. Plans [Member] | Level 1 [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan assets	267	271
Pension Benefits - Non-U.S. Plans [Member] | Level 1 [Member] | Cash and Cash Equivalents [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan assets	125	158
Pension Benefits - Non-U.S. Plans [Member] | Level 1 [Member] | Global Large Cap Equity [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan assets	76	62
Pension Benefits - Non-U.S. Plans [Member] | Level 1 [Member] | U.S. Large Cap Equity [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan assets	50	37
Pension Benefits - Non-U.S. Plans [Member] | Level 1 [Member] | U.S. Mid/Small Cap Equity [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan assets	16	14
Pension Benefits - Non-U.S. Plans [Member] | Level 1 [Member] | Mutual Funds - Global Equity [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan assets	0	0
Pension Benefits - Non-U.S. Plans [Member] | Level 1 [Member] | Mutual Funds - U.S. Equity [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan assets	0	0
Pension Benefits - Non-U.S. Plans [Member] | Level 1 [Member] | Fixed Income Funds [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan assets	0	0
Pension Benefits - Non-U.S. Plans [Member] | Level 2 [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan assets	2,321	2,282
Pension Benefits - Non-U.S. Plans [Member] | Level 2 [Member] | Government Issued Debt Securities [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan assets	504	542
Pension Benefits - Non-U.S. Plans [Member] | Level 2 [Member] | Corporate Debt Securities [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan assets	133	162
Pension Benefits - Non-U.S. Plans [Member] | Level 2 [Member] | Asset Backed Securities [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan assets	7	4
Pension Benefits - Non-U.S. Plans [Member] | Level 2 [Member] | Structured Debt [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan assets	685	628
Pension Benefits - Non-U.S. Plans [Member] | Level 2 [Member] | Insurance Contracts [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan assets	12	13
Pension Benefits - Non-U.S. Plans [Member] | Level 2 [Member] | Derivatives [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan assets	64	98
Pension Benefits - Non-U.S. Plans [Member] | Level 2 [Member] | Fixed Income Funds [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan assets	442	404
Pension Benefits - Non-U.S. Plans [Member] | Level 2 [Member] | Investment Funds - Global Equity [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan assets	317	257
Pension Benefits - Non-U.S. Plans [Member] | Level 2 [Member] | Investment Funds - Emerging Markets [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan assets	157	174
Pension Benefits - Non-U.S. Plans [Member] | Level 3 [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan assets	541	558
Pension Benefits - Non-U.S. Plans [Member] | Level 3 [Member] | Investment Funds - Real Estate [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan assets	88	88
Pension Benefits - Non-U.S. Plans [Member] | Level 3 [Member] | Hedge Funds [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan assets	150	144
Pension Benefits - Non-U.S. Plans [Member] | Level 3 [Member] | Private Equity [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan assets	298	321
Pension Benefits - Non-U.S. Plans [Member] | Level 3 [Member] | Real Estate [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan assets	$ 5	$ 5

XML

Other Non-Current Assets (Tables)

12 Months Ended

Dec. 31, 2013

Investments, All Other Investments [Abstract]

Components of Other Non-Current Assets

	2013		2012
Deferred taxes	$	488	$	577
Debt issue costs	54		40
Investments	20		30
Fair value of derivatives	—		1
Other	120		99
	$	682	$	747

XML

Pension and Other Postretirement Benefits (Schedule of Pension Assets/(Liabilities)) (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Compensation and Retirement Disclosure [Abstract]
Non-current assets	$ 21	$ 0
Current liabilities	7	9
Non-current liabilities	$ 635	$ 764

XML

Consolidated Balance Sheets (Parenthetical) (USD $)	Dec. 31, 2013	Dec. 31, 2012
Statement of Financial Position [Abstract]
Preferred stock, shares authorized	30,000,000	30,000,000
Preferred stock, shares issued	0	0
Common stock, par value (in usd per share)	$ 5	$ 5
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	185,744,072	185,744,072
Treasury stock, shares	47,536,183	42,607,599

XML

Debt (Narrative) (Details)	12 Months Ended							12 Months Ended			12 Months Ended		12 Months Ended								1 Months Ended	12 Months Ended
	Dec. 31, 2013 USD ($)	Dec. 31, 2012 USD ($)	Dec. 31, 2011 USD ($)	Dec. 31, 2013 Revolving Credit Facility [Member] USD ($)	Dec. 31, 2013 Farm Credit Facility [Member] USD ($)	Dec. 31, 2013 Revolving Credit Facility [Member] Minimum [Member]	Dec. 31, 2013 Revolving Credit Facility [Member] Maximum [Member]	Dec. 31, 2013 U.S. Dollar 4.5% due 2023 [Member] USD ($)	Jan. 31, 2013 U.S. Dollar 4.5% due 2023 [Member] USD ($)	Dec. 31, 2012 U.S. Dollar 4.5% due 2023 [Member] USD ($)	Dec. 31, 2013 U.S. Dollar 7.625% due 2017 [Member] USD ($)	Dec. 31, 2012 U.S. Dollar 7.625% due 2017 [Member] USD ($)	Dec. 31, 2013 Term Loan Facilities [Member] USD ($)	Dec. 31, 2011 Term Loan Facilities [Member] USD ($)	Dec. 31, 2013 Term Loans [Member] Term Loan A Facility [Member] USD ($)	Dec. 31, 2013 Term Loans [Member] Term Euro Facility [Member] USD ($)	Dec. 31, 2013 Term Loans [Member] Term Euro Facility [Member] EUR (€)	Dec. 31, 2013 Term Loans [Member] Delayed Draw Term Loan A Facility [Member] USD ($)	Dec. 31, 2013 Term Loans [Member] Delayed Draw Term Euro Facility [Member] USD ($)	Dec. 31, 2013 Term Loans [Member] Delayed Draw Term Euro Facility [Member] EUR (€)	Jan. 31, 2011 6.25% Senior Notes Due 2021 [Member] USD ($)	Dec. 31, 2011 Euro Term Loan Facility [Member] USD ($)	Dec. 31, 2011 Euro Term Loan Facility [Member] EUR (€)	Dec. 31, 2011 7.75% Senior Notes Due 2015 [Member] USD ($)	Dec. 31, 2011 6.25% Senior Secured Notes Due 2011 [Member] USD ($)	Dec. 31, 2011 6.25% Senior Secured Notes Due 2011 [Member] EUR (€)
Debt Instrument [Line Items]
Long-term debt, fair value	$ 3,645,000,000	$ 3,603,000,000
Aggregate maturities of long term debt excluding unamortized discounts, year one	94,000,000
Aggregate maturities of long term debt excluding unamortized discounts, year two	97,000,000
Aggregate maturities of long term debt excluding unamortized discounts, year three	92,000,000
Aggregate maturities of long term debt excluding unamortized discounts, year four	89,000,000
Aggregate maturities of long term debt excluding unamortized discounts, year five	1,071,000,000
Cash payments for interest	199,000,000	205,000,000	203,000,000
Senior notes								1,000,000,000	1,000,000,000	0	0	400,000,000									700,000,000
Debt instrument stated percentage						1.50%	2.00%	4.50%	4.50%		7.625%										6.25%			7.75%	6.25%	6.25%
Bond issue cost	32,000,000	0	22,000,000					15,000,000													11,000,000
Payments of long-term debt	1,022,000,000	66,000,000	1,069,000,000								400,000,000		500,000,000
Line of credit facility, maximum borrowing capacity				1,200,000,000
Debt instrument, face amount					362,000,000										220,000,000	151,000,000	110,000,000	580,000,000	812,000,000	590,000,000
Loss from early extinguishments of debt	(41,000,000)	0	(32,000,000)
Premiums paid on extinguishment of debt	23,000,000		27,000,000																					25,000,000
Write off of deferred financing fees	12,000,000		5,000,000
Write off of unamortized debt discount	6,000,000
Facilities include provisions for letters of credit				210,000,000
Line of credit facility, borrowing capacity				1,057,000,000
Amount borrowed	103,000,000	45,000,000		103,000,000
Outstanding letters of credit				40,000,000
Line of credit facility, facing fee rate	0.25%
Debt, covenant description	The revolving credit facilities and term loans contain financial covenants including an interest coverage ratio and a total net leverage ratio.
Repayments of debt														$ 147,000,000								$ 159,000,000	€ 108,000,000	$ 600,000,000	$ 121,000,000	€ 83,000,000

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Receivables

12 Months Ended

Dec. 31, 2013

Receivables [Abstract]

Receivables

Receivables

	2013			2012
Accounts receivable	$	962		$	922
Less: allowance for doubtful accounts	(78		)	(37		)
Net trade receivables	884			885
Miscellaneous receivables	180			172
	$	1,064		$	1,057

As of December 31, 2013, the Company has a net receivable of $25 from a European Food customer who has been experiencing financial difficulties. If the Company's expectations with respect to collectability change, the Company may need to record an additional charge in the future that could be material.

The Company uses receivables securitization facilities in the normal course of business as part of managing its cash flows. In North America, the Company has a $200 securitization facility that matures in December 2015. In Europe, the Company has a €110 ($151 at December 31, 2013) securitization facility that matures in July 2017. The Company has determined that transactions under these facilities do not qualify for sale accounting and has therefore accounted for the transactions as secured borrowings with the receivables and associated liabilities recognized in the Company’s Consolidated Balance Sheets.

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

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

At December 31, amounts securitized or factored were as follows:

	2013		2012
Accounted for as secured borrowings	$	233	$	216
Accounted for as sales	$	348	$	312

In 2013, 2012 and 2011, the Company recorded expenses related to securitization and factoring facilities of $10, $8 and $10 as interest expense.

Collections from customers on securitized or factored receivables and related fees and costs are included in operating activities in the Consolidated Statements of Cash Flows. Proceeds and repayments related to securitization or factoring transactions that do not qualify for sale accounting are included in financing activities in the Consolidated Statements of Cash Flows.

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Accumulated Other Comprehensive Loss Attributable to Crown Holdings (Reclassification out of AOCI) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013		Dec. 31, 2012	Dec. 31, 2011
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Net sales	$ 8,656		$ 8,470	$ 8,644
Cost of products sold	7,180		7,013	7,120
Asset impairments and sales	12		48	(6)
Total before tax	576		642	587
Provision for income taxes	148		(17)	194
Net income	428		664	396
Amount Reclassified from Accumulated Other Comprehensive Income [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Net income	98
Gains and Losses on Cash Flow Hedges [Member] | Amount Reclassified from Accumulated Other Comprehensive Income [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Net income	34
Foreign Currency Translation [Member] | Amount Reclassified from Accumulated Other Comprehensive Income [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Asset impairments and sales	(2)
Total before tax	(2)
Provision for income taxes	0
Net income	(2)
Amortization of Defined Benefit Plan Items[Member] | Amount Reclassified from Accumulated Other Comprehensive Income [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Actuarial losses	136	[1]
Prior service credit	(52)	[1]
Total before tax	84
Provision for income taxes	(18)
Net income	66
Commodities [Member] | Gains and Losses on Cash Flow Hedges [Member] | Amount Reclassified from Accumulated Other Comprehensive Income [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Cost of products sold	43
Total before tax	43
Provision for income taxes	(11)
Net income	32
Foreign Exchange [Member] | Gains and Losses on Cash Flow Hedges [Member] | Amount Reclassified from Accumulated Other Comprehensive Income [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Net sales	9
Cost of products sold	(7)
Total before tax	2
Provision for income taxes	0
Net income	$ 2

[1] These accumulated other comprehensive income components are included in the computation of net period pension and postretirement cost. See Note V for further details.

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Stock-Based Compensation (Schedule of Stock-Based Compensation Expense) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	$ 1	$ 5	$ 5
Restricted Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	$ 20	$ 12	$ 12

XML

Pension and Other Postretirement Benefits (Schedule of Reconcile of Plan Assets Measured by Significant Unobservable Inputs) (Details) (Level 3 [Member], USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Balance at beginning of period	$ 734	$ 777
Foreign currency translation	11	25
Asset returns – assets held at reporting date	4	(19)
Asset returns – assets sold during the period	51	71
Purchases, sales and settlements, net	(83)	(120)
Balance at end of period	717	734
Hedge Funds [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Balance at beginning of period	214	284
Foreign currency translation	3	7
Asset returns – assets held at reporting date	8	6
Asset returns – assets sold during the period	7	18
Purchases, sales and settlements, net	(7)	(101)
Balance at end of period	225	214
Private Equity [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Balance at beginning of period	369	385
Foreign currency translation	7	14
Asset returns – assets held at reporting date	(11)	(39)
Asset returns – assets sold during the period	43	49
Purchases, sales and settlements, net	(73)	(40)
Balance at end of period	335	369
Real Estate [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Balance at beginning of period	151	108
Foreign currency translation	1	4
Asset returns – assets held at reporting date	7	14
Asset returns – assets sold during the period	1	4
Purchases, sales and settlements, net	(3)	21
Balance at end of period	$ 157	$ 151

XML

Asbestos-Related Liabilities (Narrative) (Details) (USD $)	12 Months Ended
	Dec. 31, 2013 Claim	Dec. 31, 2012 Claim	Dec. 31, 2011 Claim	Dec. 31, 2010 Claim
Causes of Increase (Decrease) in Liability for Unpaid Claims and Claims Adjustment Expense [Line Items]
Holding period for insulation operations (in days)	90 days
Inactive claims (in claims)	19,000
Accrued asbestos claims and related legal costs	$ 260,000,000
Unasserted claims	221,000,000
Accrued asbestos-related claims cost, final maturity date	2023
Percentage of claims that do not specify damages	87.00%
Claims outstanding	53,000	51,000	50,000	50,000
Damage Claims Less than $5 [Member]
Causes of Increase (Decrease) in Liability for Unpaid Claims and Claims Adjustment Expense [Line Items]
Percentage Of Claims Damages Specified	12.00%
Damage Claims From $5 to Less than $100 [Member]
Causes of Increase (Decrease) in Liability for Unpaid Claims and Claims Adjustment Expense [Line Items]
Percentage Of Claims Damages Specified	1.00%
Damage Claims Less than $25 [Member]
Causes of Increase (Decrease) in Liability for Unpaid Claims and Claims Adjustment Expense [Line Items]
Percentage Of Claims Damages Specified	87.00%
Damages Claims in Excess of $100 [Member]
Causes of Increase (Decrease) in Liability for Unpaid Claims and Claims Adjustment Expense [Line Items]
Damages claims amount	100,000,000
Claims outstanding	3
Maximum [Member] | Damage Claims Less than $5 [Member]
Causes of Increase (Decrease) in Liability for Unpaid Claims and Claims Adjustment Expense [Line Items]
Damages claims amount	5,000,000
Maximum [Member] | Damage Claims From $5 to Less than $100 [Member]
Causes of Increase (Decrease) in Liability for Unpaid Claims and Claims Adjustment Expense [Line Items]
Damages claims amount	100,000,000
Maximum [Member] | Damage Claims Less than $25 [Member]
Causes of Increase (Decrease) in Liability for Unpaid Claims and Claims Adjustment Expense [Line Items]
Damages claims amount	25,000,000
Minimum [Member] | Damage Claims From $5 to Less than $100 [Member]
Causes of Increase (Decrease) in Liability for Unpaid Claims and Claims Adjustment Expense [Line Items]
Damages claims amount	$ 5,000,000

XML

Noncontrolling Interests

12 Months Ended

Dec. 31, 2013

Noncontrolling Interest [Abstract]

Noncontrolling Interests

Noncontrolling interests

In 2013, the Company paid an aggregate of $16 to increase its ownership interests in non-wholly owned subsidiaries in Asia.

In 2011, the Company paid an aggregate of $202 to purchase the remaining public ownership interests in Hellas Can, a listed company in Greece and to increase its ownership interests in its subsidiaries in Dubai, Beijing and Shanghai to 100% and in Jordan and Tunisia to 60%.

The accounting guidance requires changes in noncontrolling interests that do not result in a change of control and where there is a difference between fair value and carrying value to be accounted for as equity transactions. The effect on net income attributable to the Company had the purchases of noncontrolling interests been recorded through net income is as follows:

	2013			2012		2011
Net income attributable to Crown Holdings	$	324		$	559	$	282
Transfers to noncontrolling interests – Decrease in paid-in-capital for purchase of noncontrolling interests	(3		)	—		(119		)
Net income attributable to Crown Holdings after transfers to noncontrolling interests	$	321		$	559	$	163

XML

Income Taxes (Provision for Income Taxes) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Current tax:
U.S. federal	$ 11	$ 0	$ 0
State and foreign	87	84	111
Current tax, total	98	84	111
Deferred tax:
U.S. federal	41	(131)	69
State and foreign	9	30	14
Deferred tax, total	50	(101)	83
Total	$ 148	$ (17)	$ 194

XML

Valuation and Qualifying Accounts and Reserves (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Trade Accounts Receivable [Member]
Movement in Valuation Allowances and Reserves [Roll Forward]
Balance at beginning of period	$ 37	$ 37	$ 40
Charged to costs and expense	41	0	1
Charged to other accounts	2	2	(1)
Deductions – Write-offs	(2)	(2)	(3)
Balance at end of period	78	37	37
Deferred Tax Assets [Member]
Movement in Valuation Allowances and Reserves [Roll Forward]
Balance at beginning of period	400	359	376
Charged to costs and expense	(1)	56	(19)
Charged to other accounts	1	(15)	2
Deductions – Write-offs	(57)	0	0
Balance at end of period	$ 343	$ 400	$ 359

XML

Condensed Combining Financial Information (Narrative) (Details)	Dec. 31, 2013 Euro 7.125% due 2018 [Member]	Dec. 31, 2013 U.S. Dollar 7.375% due 2026 [Member]	Dec. 31, 2013 U.S. Dollar 7.50% due 2096 [Member]	Jan. 31, 2011 6.25% Senior Notes Due 2021 [Member]	Dec. 31, 2013 U.S. Dollar 4.5% due 2023 [Member]	Jan. 31, 2013 U.S. Dollar 4.5% due 2023 [Member]	Dec. 31, 2013 Crown European Holdings SA [Member] Euro 7.125% due 2018 [Member] USD ($)	Dec. 31, 2013 Crown European Holdings SA [Member] Euro 7.125% due 2018 [Member] EUR (€)	Dec. 31, 2013 Crown Cork & Seal Company, Inc [Member] U.S. Dollar 7.375% due 2026 [Member] USD ($)	Dec. 31, 2013 Crown Cork & Seal Company, Inc [Member] U.S. Dollar 7.50% due 2096 [Member] USD ($)	Dec. 31, 2013 Crown Americas, LLC, Crown Americas Capital Corp. And Crown Americas Capital Corp. II [Member] 6.25% Senior Notes Due 2021 [Member] USD ($)	Dec. 31, 2013 Crown Americas, LLC, Crown Americas Capital Corp. And Crown Americas Capital Corp. II [Member] U.S. Dollar 4.5% due 2023 [Member] USD ($)
Senior notes, principal amount							$ 688,000,000	€ 500,000,000	$ 350,000,000	$ 64,000,000	$ 700,000,000	$ 1,000,000,000
Debt instrument stated percentage	7.125%	7.375%	7.50%	6.25%	4.50%	4.50%	7.125%	7.125%	7.375%	7.50%	6.25%	4.50%

XML

Commitments and Contingent Liabilities (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Commitments And Contingent Liabilities [Line Items]
Net of tax	$ 324	$ 559	$ 282
Maximum potential costs related to indemnification agreements for properties sold and businesses divested	7
Environmental Issue [Member]
Commitments And Contingent Liabilities [Line Items]
Net of tax	11
Legal settlement, initial payment received	16
Legal settlement, pre-tax gain	16
Property Lease Guarantee [Member]
Commitments And Contingent Liabilities [Line Items]
Guarantees related to residual values of leased assets	39
PRP site [Member]
Commitments And Contingent Liabilities [Line Items]
Estimated future remediation costs	6
Non- PRP sites [Member]
Commitments And Contingent Liabilities [Line Items]
Estimated future remediation costs	7
Recorded Third-Party Environmental Recoveries Receivable	3
Foreign Tax Authority [Member] | Italian Subsidiaries (Member)
Commitments And Contingent Liabilities [Line Items]
Loss contingency, pre-tax expense	20
Net of tax	$ 14

XML

Inventories (Tables)

12 Months Ended

Dec. 31, 2013

Inventory Disclosure [Abstract]

Components of Inventories

	2013		2012
Raw materials and supplies	$	645	$	602
Work in process	128		128
Finished goods	440		436
	$	1,213	$	1,166

XML

Restructuring

12 Months Ended

Dec. 31, 2013

Restructuring Reserve [Abstract]

Restructuring

Restructuring

The Company recorded restructuring charges as follows:

	2013		2012		2011
North America Food	5		3		3
European Food	14		15		9
European Beverage	2		—		—
Asia Pacific	1		4		—
Non-reportable segments	16		18		45
Corporate	8		8		20
	$	46	$	48	$	77

Restructuring charges by type are as follows:

	2013		2012		2011
Termination benefits	$	35	$	35	$	56
Other exit costs	11		13		21
	$	46	$	48	$	77

2011 European Division Headquarters Relocation

As of December 31, 2013, the Company incurred costs of $40 which are expected to be the total costs related to the relocation of its European Division headquarters and management to Switzerland in order to benefit from a more centralized management location.

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

	Termination benefits		Other exit costs			Total
Balance at December 31, 2011	$	—	$	19		$	19
Provisions	—		3			3
Balance at December 31, 2012	—		22			22
Provisions	—		3			3
Payments	—		(7		)	(7		)
Balance at December 31, 2013	$	—	$	18		$	18

Other exit costs represent employee compensation costs resulting from an intercompany payment related to the relocation. The Company expects to pay the remaining costs in 2014 and 2015.

2012 European Food Actions

Through December 31, 2013, the Company incurred costs of $17 in connection with actions taken in 2012 to reduce manufacturing capacity and headcount in its European Food segment. These actions combined are expected to reduce headcount by approximately 165 and to eliminate approximately 7% of the business' capacity. The Company currently expects to incur future additional charges of $1 related to the actions which are expected to be completed in 2014 at an estimated aggregate cost of $18. The Company continues to review its supply and demand profile and long-term plans in Europe and it is possible that the Company may record additional restructuring charges in the future.

	Termination benefits			Other exit costs			Total
Balance at December 31, 2011	$	10		$	—		$	10
Provisions	14			1			15
Payments made	(7		)	(1		)	(8		)
Foreign currency translation	1			—			1
Balance at December 31, 2012	18			—			18
Provisions	—			2			2
Payments	(12		)	(2		)	(14		)
Balance at December 31, 2013	$	6		$	—		$	6

2011 and 2012 European Division Actions

Through December 31, 2013, the Company incurred costs of $67 in connection with actions taken in 2011 and 2012 to reduce manufacturing capacity and headcount in its European Aerosol and Specialty Packaging businesses. These actions combined are expected to reduce headcount by approximately 474 and to eliminate approximately 20% of the businesses' capacity. Due to the similar nature of these actions, the Company has combined them in the rollforward presented below. The Company currently expects to incur future additional charges of $2 related to the actions which are expected to be completed in 2014 at an estimated aggregate cost of $69. The Company expects to pay the liability through 2024 as certain employees have elected to receive payout as a fixed monthly sum over 11 years. The Company continues to review its supply and demand profile and long-term plans in Europe and it is possible that the Company may record additional restructuring charges in the future.

The table below summarizes the restructuring accrual balances and utilization by cost type for this action.

	Termination benefits			Other exit costs			Total
Balance at December 31, 2011	$	45		$	—		$	45
Provisions	15			3			18
Payments made	(23		)	(3		)	(26		)
Balance at December 31, 2012	37			—			37
Provisions	—			4			4
Payments made	(20		)	(4		)	(24		)
Foreign currency translation	(1		)	—			(1		)
Balance at December 31, 2013	$	16		$	—		$	16

2013 European Division Actions

During 2013, the Company recorded a charge of $31 related to a cost-reduction initiative to better align costs with ongoing market conditions in its European operations, primarily in its food, aerosol and specialty packaging businesses. The action is expected to result in the reduction of approximately 235 employees when completed in 2014. The Company expects to pay the liability in 2014 and does not expect to incur any additional charges related to this action.

The table below summarizes the restructuring accrual balances and utilization by cost type for this action.

	Termination benefits			Other exit costs		Total
Balance at December 31, 2012	$	—		$	—	$	—
Provision	31			—		31
Payments	(5		)	—		(5		)
Foreign currency translation	1			—		1
Balance at December 31, 2013	$	27		$	—	$	27

Other

As a result of prior restructuring actions in the Company's North America food business, the Company may incur a future charge of up to $16 related to pension settlements which may be triggered as employees elect to receive lump sum distributions. The timing and amount of the charge may be impacted by the number of employees who elect to receive lump sum distributions.

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Pension and Other Postretirement Benefits (Components of Net Periodic Pension and Other Postretirement Benefits Costs) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Pension Benefits - U.S. Plans [Member]
Defined Benefit Plan Disclosure [Line Items]
Service cost	$ 15	$ 12	$ 11
Interest cost	62	69	72
Expected return on plan assets	(99)	(94)	(80)
Amortization of actuarial loss	55	56	47
Amortization of prior service cost/(credit)	1	0	3
Net periodic cost	34	43	53
Pension Benefits - Non-U.S. Plans [Member]
Defined Benefit Plan Disclosure [Line Items]
Service cost	24	26	27
Interest cost	138	153	161
Expected return on plan assets	(176)	(186)	(196)
Defined Benefit Plan, Recognized Net Gain (Loss) Due to Settlements	(2)	0	0
Amortization of actuarial loss	71	61	50
Amortization of prior service cost/(credit)	(14)	0	2
Net periodic cost	41	54	44
Other Postretirement Benefits [Member]
Defined Benefit Plan Disclosure [Line Items]
Service cost	3	3	8
Interest cost	13	16	20
Amortization of actuarial loss	10	14	13
Amortization of prior service cost/(credit)	(39)	(44)	(36)
Net periodic cost	$ (13)	$ (11)	$ 5