UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

____________________________________

FORM 10-Q

____________________________________

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

FOR THE QUARTERLY PERIOD ENDED March 31, 2016

 

¨	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 000-50189

____________________________________________________

CROWN HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

____________________________________________________

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

215-698-5100

(registrant’s telephone number, including area code)

____________________________________________________

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

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

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

Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	o  (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 Exchange Act Rule 12b-2).    Yes  ¨    No  x

There were 139,477,290 shares of Common Stock outstanding as of April 26, 2016.

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Crown Holdings, Inc.

PART I – FINANCIAL INFORMATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(In millions except per share data)

(Unaudited)

	Three Months Ended
	March 31
	2016				2015
Net sales	$	1,893			$	1,997
Cost of products sold, excluding depreciation and amortization	1,521				1,660
Depreciation and amortization	60				51
Selling and administrative expense	91				98
Restructuring and other	2				20
Income from operations	219				168
Loss from early extinguishments of debt	27				—
Interest expense	64				65
Interest income	(3		)		(2		)
Foreign exchange	(6		)		6
Income before income taxes	137				99
Provision for income taxes	38				37
Net income	99				62
Net income attributable to noncontrolling interests	(20		)		(18		)
Net income attributable to Crown Holdings	$	79			$	44
Earnings per common share attributable to Crown Holdings:
Basic	$	0.57			$	0.32
Diluted	$	0.57			$	0.32

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

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Crown Holdings, Inc.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In millions)

(Unaudited)

	Three Months Ended
	March 31
	2016				2015
Net income	$	99			$	62
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments	9				(211		)
Pension and other postretirement benefits	13				11
Derivatives qualifying as hedges	2				(2		)
Total other comprehensive loss	24				(202		)
Total comprehensive income (loss)	123				(140		)
Net income attributable to noncontrolling interests	(20		)		(18		)
Translation adjustments attributable to noncontrolling interests	—				2
Derivatives qualifying as hedges attributable to noncontrolling interests	(1		)		—
Comprehensive income attributable to Crown Holdings	$	102			$	(156	)

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

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Crown Holdings, Inc.

CONSOLIDATED BALANCE SHEETS (Condensed)

(In millions)

(Unaudited)

	March 31, 2016				December 31, 2015
Assets
Current assets
Cash and cash equivalents	$	257			$	717
Receivables, net	980				912
Inventories	1,413				1,213
Prepaid expenses and other current assets	254				207
Total current assets	2,904				3,049
Goodwill and intangible assets, net	3,627				3,580
Property, plant and equipment, net	2,727				2,699
Other non-current assets	682				692
Total	$	9,940			$	10,020
Liabilities and equity
Current liabilities
Short-term debt	$	67			$	54
Current maturities of long-term debt	239				209
Accounts payable and accrued liabilities	2,412				2,645
Total current liabilities	2,718				2,908
Long-term debt, excluding current maturities	5,293				5,255
Postretirement and pension liabilities	720				767
Other non-current liabilities	656				655
Commitments and contingent liabilities (Note L)
Noncontrolling interests	304				291
Crown Holdings shareholders’ equity	249				144
Total equity	553				435
Total	$	9,940			$	10,020

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

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Crown Holdings, Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Condensed)

(In millions)

(Unaudited)

	Three Months Ended
	March 31
	2016				2015
Cash flows from operating activities
Net income	$	99			$	62
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	60				51
Restructuring and other	2				20
Pension expense	7				11
Pension contributions	(25		)		(17		)
Stock-based compensation	6				11
Changes in assets and liabilities:
Receivables	(93		)		25
Inventories	(180		)		(144		)
Accounts payable and accrued liabilities	(265		)		(262		)
Other, net	(19		)		(44		)
Net cash used for operating activities	(408		)		(287		)
Cash flows from investing activities
Capital expenditures	(51		)		(52		)
Purchase of business	—				(1,206		)
Proceeds from sale of business	—				21
Other	3				(9		)
Net cash used for investing activities	(48		)		(1,246		)
Cash flows from financing activities
Proceeds from long-term debt	303				750
Payments of long-term debt	(709		)		(41		)
Net change in revolving credit facility and short-term debt	383				234
Debt issue costs	(2		)		(8		)
Common stock issued	1				3
Common stock repurchased	(4		)		(4		)
Dividends paid to noncontrolling interests	(8		)		(9		)
Foreign exchange derivatives related to debt	32				(39		)
Net cash (used for)/provided by financing activities	(4		)		886
Effect of exchange rate changes on cash and cash equivalents	—				(38		)
Net change in cash and cash equivalents	(460		)		(685		)
Cash and cash equivalents at January 1	717				965
Cash and cash equivalents at March 31	$	257			$	280

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)

(Unaudited)

	Crown Holdings, Inc. Shareholders’ Equity
	Common Stock				Paid-in Capital				Accumulated Earnings				Accumulated Other Comprehensive Loss				Treasury Stock				Total Crown Equity				Noncontrolling Interests				Total
Balance at January 1, 2015	$	929			$	407			$	1,782			$	(2,765	)		$	(234	)		$	119			$	268			$	387
Net income									44												44				18				62
Other comprehensive income													(200		)						(200		)		(2		)		(202		)
Dividends paid to noncontrolling interests																					—				(9		)		(9		)
Stock-based compensation					11																11								11
Common stock issued					2												1				3								3
Common stock repurchased					(4		)														(4		)						(4		)
Balance at March 31, 2015	$	929			$	416			$	1,826			$	(2,965	)		$	(233	)		$	(27	)		$	275			$	248
Balance at January 1, 2016	$	929			$	426			$	2,175			$	(3,154	)		$	(232	)		$	144			$	291			$	435
Net income									79												79				20				99
Other comprehensive income													23								23				1				24
Dividends paid to noncontrolling interests																					—				(8		)		(8		)
Stock-based compensation					6																6								6
Common stock issued					1																1								1
Common stock repurchased					(4		)														(4		)						(4		)
Balance at March 31, 2016	$	929			$	429			$	2,254			$	(3,131	)		$	(232	)		$	249			$	304			$	553

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

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Crown Holdings, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except per share and statistical data)

(Unaudited)

A.	Statement of Information Furnished

The consolidated financial statements include the accounts of Crown Holdings, Inc. and its consolidated subsidiaries (the “Company”). The accompanying unaudited interim consolidated financial statements have been prepared in accordance with Form 10-Q instructions. In the opinion of management, these consolidated financial statements contain all adjustments of a normal and recurring nature necessary for a fair statement of the financial position of the Company as of March 31, 2016 and the results of its operations for the three months ended March 31, 2016 and 2015 and of its cash flows for the three months ended March 31, 2016 and 2015. The results reported in these consolidated financial statements are not necessarily indicative of the results that may be expected for the entire year. These results have been determined on the basis of accounting principles generally accepted in the United States of America (“GAAP”).

Certain information and footnote disclosures normally included in financial statements presented in accordance with GAAP have been condensed or omitted. The year-end condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP. The accompanying consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2015.

B.	Accounting and Reporting Developments

Recently Issued Accounting Standards

In May 2014, the FASB issued new guidance related to how an entity should recognize revenue. The guidance specifies that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. In addition, the guidance expands the required disclosures related to revenue and cash flows from contracts with customers. The guidance is effective for the Company beginning in the first quarter of 2018 with early adoption permitted beginning in the first quarter of 2017. The Company will adopt this standard on a modified retrospective basis and is currently evaluating the impact of adopting this guidance on its financial position and results of operations.

In July 2015, the FASB issued new guidance related to the subsequent measurement of inventory. Under existing guidance, inventory was measured at the lower of cost or market, where market was defined as replacement cost, with a ceiling of net realizable value and floor of net realizable value less a normal profit margin. The new guidance requires an entity to subsequently measure inventory at the lower of cost or net realizable value, which is defined as the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. The guidance will be effective for the Company on January 1, 2017 and early adoption is permitted. The guidance is not expected to have a material effect on the Company’s consolidated financial statements.

In February 2016, the FASB issued new guidance on lease accounting. Under the new guidance lease classification criteria and income statement recognition is similar to current guidance; however, all leases with a lease term longer than one year will be recorded on the balance sheet through a right-of-use asset and a corresponding lease liability. The guidance will be effective for the Company on January 1, 2019 and early adoption is permitted. The Company is currently evaluating the impact of adopting this guidance on its financial position and results of operations.

In March 2016, the FASB issued new guidance on share-based payments. The new guidance includes provisions to simplify various aspects of how share-based payments are accounted for and presented in the financial statements, including how tax benefits related to share-based payments are recorded. Under the current guidance upon settlement tax benefits in excess of compensation costs are recorded in equity ("windfalls") and tax deficiencies are recorded in equity to the extent of previous windfalls. Under the new guidance all of the tax effects related to share-based payments at settlement will be recorded through the income statement. The guidance will be effective for the Company on January 1, 2017 and early adoption is permitted. The Company is currently evaluating the impact of adopting this guidance on the Company's consolidated financial statements.

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Crown Holdings, Inc.

C.	Acquisitions

On February 18, 2015, the Company completed its acquisition of Empaque, a leading manufacturer of beverage packaging in Mexico, from Heineken N.V., in a cash transaction valued at $1.2 billion. The addition of Empaque significantly increases the Company's presence in the growing Mexican market and substantially enhances the Company's strategic position in beverage cans, both regionally and globally.

The Company finalized its purchase accounting for the Empaque acquisition in the first quarter of 2016. There were no adjustments to the preliminary valuation of identifiable assets acquired and liabilities assumed as compared to the amounts disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 2015.

D.	Accumulated Other Comprehensive Income

The following table provides information about the changes in each component of accumulated other comprehensive income.

		Defined benefit plans				Foreign currency translation				Gains and losses on cash flow hedges				Total
Balance at December 31, 2014		$	(1,781	)		$	(980	)		$	(4	)		$	(2,765	)
Other comprehensive loss before reclassifications		—				(209		)		(2		)		(211		)
Amounts reclassified from accumulated other comprehensive income		11				—				—				11
Other comprehensive income (loss)		11				(209		)		(2		)		(200		)
Balance at March 31, 2015		$	(1,770	)		$	(1,189	)		$	(6	)		$	(2,965	)
Balance at December 31, 2015		$	(1,690	)		$	(1,446	)		$	(18	)		$	(3,154	)
Other comprehensive income (loss) before reclassifications		—				9				(2		)		7
Amounts reclassified from accumulated other comprehensive income		13				—				3				16
Other comprehensive income		13				9				1				23
Balance at March 31, 2016		$	(1,677	)		$	(1,437	)		$	(17	)		$	(3,131	)

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Crown Holdings, Inc.

The following table provides information about amounts reclassified from accumulated other comprehensive income.

		Three Months Ended
Details about accumulated other		March 31								Affected line item in the
comprehensive income components		2016				2015				statement of operations
(Gains) losses on cash flow hedges
Commodities		$	7			$	(1	)		Cost of products sold
		7				(1		)		Income before taxes
		(2		)		—				Provision for income taxes
		$	5			$	(1	)		Net income
Foreign exchange		$	2			$	—			Net sales
		(4		)		1				Cost of products sold
		(2		)		1				Income before taxes
		—				—				Provision for income taxes
		$	(2	)		$	1			Net income
Total (gains) losses on cash flow hedges		$	3			$	—
Amortization of defined benefit plan items
Actuarial losses		$	29			$	27			(a)
Prior service credit		(13		)		(12		)		(a)
		16				15				Income before taxes
		(3		)		(4		)		Provision for income taxes
		$	13			$	11			Net income
Total reclassifications for the period		$	16			$	11

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

E.	Stock-Based Compensation

A summary of restricted stock transactions during the three months ended March 31, 2016 follows:

	Number of shares
Non-vested stock awards outstanding at January 1, 2016	1,778,275
Awarded:
Time-vesting shares	70,396
Performance-based shares	133,676
Released:
Time-vesting shares	(131,462	)
Performance-based shares	(90,003	)
Forfeitures:
Time-vesting shares	(4,800	)
Performance-based shares	(153,248	)
Non-vested stock awards outstanding at March 31, 2016	1,602,834

In January 2016, the Company awarded shares of restricted stock to certain senior executives consisting of 70,396 time-vesting shares which vest ratably over three years and 133,676 performance-based shares which cliff vest at the end of three years. The number of performance-based shares that will ultimately vest is based on the level of market performance achieved, ranging between 0% and 200% of the shares originally awarded, and will be settled in 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.

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Crown Holdings, Inc.

The weighted average grant-date fair value of the 2016 time-vesting stock awards was $48.47 and the performance-based stock awards was $51.05.

The fair value of the performance-based shares awarded in 2016 was calculated using a Monte Carlo valuation model, including a weighted average stock price volatility of 19.8%, an expected term of three years, and a weighted average risk-free interest rate of 1.22%.

At March 31, 2016, unrecognized compensation cost related to outstanding non-vested stock awards was $44. The weighted average period over which the expense is expected to be recognized is 2.3 years. The aggregate market value of the shares released on the vesting dates was $11.

F.	Receivables

	March 31, 2016				December 31, 2015
Accounts receivable	$	867			$	827
Less: allowance for doubtful accounts	(86		)		(83		)
Net trade receivables	781				744
Miscellaneous receivables	199				168
Receivables, net	$	980			$	912

The Company uses receivable securitization facilities in the normal course of business as part of managing its cash flows. In connection with certain of the Company's receivable securitization facilities, the Company recognized a deferred purchase price of $138 which was included in prepaid expenses and other current assets in the Company’s Consolidated Balance Sheet at March 31, 2016. The net change in deferred purchase price receivable was reflected in the receivables line item in the Company's Consolidated Statement of Cash Flows.

G.	Inventories

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

	March 31, 2016				December 31, 2015
Raw materials and supplies	$	640			$	599
Work in process	152				129
Finished goods	621				485
	$	1,413			$	1,213

H.	Derivative and Other Financial Instruments

Fair Value Measurements

Under GAAP a framework exists for measuring fair value, providing a three-tier hierarchy of pricing inputs used to report assets and liabilities that are adjusted to fair value. Level 1 includes inputs such as quoted prices which are available in active markets for identical assets or liabilities as of the report date. Level 2 includes inputs other than those available 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 recurring 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.

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Crown Holdings, Inc.

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 2. 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 J 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. When a hedge no longer qualifies for hedge accounting the change in fair value from the date of the last effectiveness test is recognized in earnings. Any gain or loss which has accumulated in other comprehensive income at the date of the last effectiveness test is reclassified into earnings at the same time of the underlying exposure.

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 for ineffectiveness, 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 reclassification from comprehensive income is the same as that of the underlying exposure. Contracts outstanding at March 31, 2016 mature between one and thirty-one 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 forward contracts 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, foreign currency risk is hedged together with the related commodity price risk.

The following table sets forth financial information about the impact on accumulated other comprehensive income (“AOCI”) and earnings from changes in the fair value of derivative instruments.

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Crown Holdings, Inc.

		Amount of gain/(loss)								Amount of gain/(loss)
		recognized in AOCI								reclassified from AOCI
		(effective portion)								into earnings
		Three Months Ended				Three Months Ended				Three Months Ended				Three Months Ended
Derivatives in cash flow hedges		March 31, 2016				March 31, 2015				March 31, 2016				March 31, 2015
Foreign exchange		$	—			$	—			$	2			$	(1	)
Commodities		(2		)		(2		)		(5		)		1
Total		$	(2	)		$	(2	)		$	(3	)		$	—

For the three months ended March 31, 2016, the Company recognized less than $1 in earnings related to hedge ineffectiveness caused by volatility in the metal premium component of aluminum prices.

For the three months ended March 31, 2015, the Company recognized a gain of $2 ($2 net of tax) related to hedge ineffectiveness caused primarily by volatility in the metal premium component of aluminum prices.

During the twelve month period ending March 31, 2017, a net loss of $17 ($14, net of tax) is expected to be reclassified to earnings. No amounts were reclassified during the three months ended March 31, 2016 and 2015 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 three months ended March 31, 2016.

Certain derivative financial instruments, including foreign exchange contracts related to intercompany debt, were not designated in hedge relationships; 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 currencies other than the entity's functional currency. 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 loss of $1 for the three months ended March 31, 2016 and loss of $2 for the three months ended March 31, 2015. The impact on earnings from foreign exchange contracts not designated as hedges was a gain of $21 for the three months ended March 31, 2016 and a loss of $48 for the same period in 2015. These adjustments were reported within foreign exchange in the Consolidated Statements of Operations and were offset by changes in the fair values of the related underlying hedged items.

During the three months ended March 31, 2016, certain commodity hedges did not meet the criteria for hedge accounting and therefore the change in their fair value during the quarter was recognized in earnings. For the three months ended March 31, 2016, the Company recognized less than $1 in earnings related to these ineffective hedges.

Net Investment Hedges

During the three months ended March 31, 2016, the Company designated certain derivative and non-derivative financial instruments (debt) as hedges of its net investment in a euro-based subsidiary and recorded a loss of $45 ($34, net of tax) in accumulated other comprehensive income.

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Crown Holdings, Inc.

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 March 31, 2016 and December 31, 2015, respectively.

		Balance Sheet classification		Fair Value hierarchy		March 31, 2016				December 31, 2015
Derivative assets
Derivatives designated as hedges:
Foreign exchange		Other current assets		2		$	46			$	32
Commodities		Other current assets		2		4				5
Commodities		Other non-current assets		2		1				2
Derivatives not designated as hedges:
Commodities		Other current assets		2		2				3
		Total				$	53			$	42
Derivative liabilities
Derivatives designated as hedges:
Foreign exchange		Accounts payable and accrued liabilities		2		$	35			$	14
Commodities		Accounts payable and accrued liabilities		2		21				26
Commodities		Other non-current liabilities		2		4				5
Derivatives not designated as hedges:
Foreign exchange		Accounts payable and accrued liabilities		2		3				2
Commodities		Accounts payable and accrued liabilities		2		4				5
		Total				$	67			$	52

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 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 March 31, 2016
Derivative assets	$53	$9	$44
Derivative liabilities	67	9	58
Balance at December 31, 2015
Derivative assets	$42	$9	$33
Derivative liabilities	52	9	43

    

Notional Values of Outstanding Derivative Instruments

The aggregate U.S. dollar-equivalent notational values of outstanding derivative instruments in the Consolidated Balance Sheets at March 31, 2016 and December 31, 2015 were:

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Crown Holdings, Inc.

	March 31, 2016				December 31, 2015
Derivatives in cash flow hedges:
Foreign exchange	$	963			$	922
Commodities	287				324
Derivatives in fair value hedges:
Foreign exchange	97				125
Derivatives not designated as hedges:
Foreign exchange	601				674
Commodities	56				57

I.	Restructuring and Other

The Company recorded restructuring and other charges as follows:

	Three Months Ended
	March 31
	2016				2015
Asset impairments and sales	$	(2	)		$	6
Transaction costs	—				14
Other costs	4				—
	2				20

The tables below summarize the outstanding accrual balances associated with current and prior restructuring actions.

2015 European Division Actions

Through March 31, 2016, the Company incurred costs of $17 related to the closure of two facilities in its European Food segment upon completion of consultation processes with employee representatives. The closures are expected to reduce cost by eliminating excess capacity and consolidating manufacturing processes.

The facility closures are expected to result in the reduction of approximately 280 employees when completed in 2016. The Company expects to incur $12 of future charges related to these actions.

The table below summarizes the restructuring accrual balances and utilization by cost type for these actions.

	Termination benefits				Other exit costs				Total
Balance at January 1, 2016	$	17			$	—			$	17
Provision	—				—				$	—
Balance at March 31, 2016	$	17			$	—			$	17

Other Actions

At March 31, 2016, the Company also had a restructuring accrual of $12 primarily related to actions taken in 2011 and 2012 to reduce manufacturing capacity and headcount in its European Aerosol and Specialty Packaging businesses. The Company expects to pay the liability through 2024 as certain employees have elected to receive payment as a fixed monthly sum over future 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.

J.    Debt

The Company's outstanding debt was as follows:

	March 31, 2016								December 31, 2015
	Principal				Carrying				Principal				Carrying
	outstanding				amount				outstanding				amount
Short-term debt	$	67			$	67			$	54			$	54
Long-term debt
Senior secured borrowings:
Revolving credit facilities	$	369			$	369			$	—			$	—
Term loan facilities
U.S. dollar at LIBOR + 1.75% due 2018	1,131				1,120				831				821
€665 Euro at EURIBOR + 1.75% due 2018	757				749				723				714
Farm credit facility at LIBOR + 2.00% due 2019	355				350				355				350
Senior notes and debentures:
U.S. dollar at 6.25% due 2021	—				—				700				694
€650 at 4.0% due 2022	740				731				706				697
U. S. dollar at 4.50% due 2023	1,000				990				1,000				989
€600 at 3.375% due 2025	683				673				652				642
U.S. dollar at 7.375% due 2026	350				346				350				346
U.S. dollar at 7.50% due 2096	45				45				45				45
Other indebtedness in various currencies	159				159				166				166
Total long-term debt	5,589				5,532				5,528				5,464
Less current maturities	(241		)		(239		)		(211		)		(209		)
Total long-term debt, less current maturities	$	5,348			$	5,293			$	5,317			$	5,255

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 $5,711 at March 31, 2016 and $5,540 at December 31, 2015.

In February 2016, the Company amended its credit agreement to provide for an additional $300 of term loan borrowings, the proceeds of which, along with borrowings under the revolving credit facilities and cash on hand were used to redeem the Company's $700 6.25% senior notes due 2021. In connection with the redemption of the 2021 notes, the Company recorded a loss from early extinguishment of debt of $27.

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 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

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Crown Holdings, Inc.

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.

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

In October 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 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 recent years, the states of Alabama, Arizona, Arkansas, Florida, Georgia, Idaho, Indiana, Kansas, Michigan, Mississippi, Nebraska, North Carolina, North Dakota, Ohio, Oklahoma, South Carolina, South Dakota, Tennessee, Utah, West Virginia, 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 Arkansas, Georgia, South Carolina, South Dakota, West Virginia 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 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.

During the three months ended March 31, 2016, the Company paid $3 to settle outstanding claims and had claims activity as follows:

Beginning claims	54,500
New claims	1,000
Settlements or dismissals	(500	)
Ending claims	55,000

In the fourth quarter of each year, the Company performs an analysis of outstanding claims and categorizes these claims by year of exposure and state filed. As of December 31, 2015, the Company's outstanding claims were:

Claimants alleging first exposure after 1964	16,000
Claimants alleging first exposure before or during 1964 filed in:
Texas	13,000
Pennsylvania	2,000
Other states that have enacted asbestos legislation	6,000
Other states	17,500
Total claims outstanding	54,500

The outstanding claims in each period exclude approximately19,000 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.

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Crown Holdings, Inc.

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

With respect to post-1964 claims, regardless of the existence of asbestos legislation, the Company does not include in its accrual any amounts for settlement of these claims because of increased difficulty of establishing identification of relevant insulation products as the cause of injury. Given the Company's settlement experience with post-1964 claims, it 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:

	2015			2014			2013
Total claims	22	%		22	%		21	%
Pre-1964 claims in states without asbestos legislation	41	%		41	%		39	%

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 March 31, 2016.

As of March 31, 2016, the Company’s accrual for pending and future asbestos-related claims and related legal costs was $266, including $221 for unasserted claims. The Company’s accrual includes estimated probable costs for claims through the year 2025. The Company’s accrual excludes potential costs for claims beyond 2025 because the Company believes that the key assumptions underlying its accrual are subject to greater uncertainty as the projection period lengthens.

It is reasonably possible that the actual loss could be in excess of the Company’s accrual. The Company is unable to estimate the reasonably possible loss in excess of its accrual due to uncertainty in the following assumptions that underlie the Company’s accrual and the possibility of losses in excess of such accrual: the amount of damages sought by the claimant (which was not specified for approximately 82% of the claims outstanding at the end of 2015), 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 $7 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. 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.

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Crown Holdings, Inc.

In March 2015, the Bundeskartellamt, or German Federal Cartel Office (“FCO”), conducted unannounced inspections of the premises of several metal packaging manufacturers, including a German subsidiary of the Company. The local court order authorizing the inspection cited FCO suspicions of anti-competitive agreements in the market for the supply of metal packaging products. The FCO’s investigation is ongoing. To date, the FCO has not officially charged the Company or any of its subsidiaries with any violations of competition law. The Company has commenced an internal investigation into the matter and has discovered instances of inappropriate conduct by certain employees of German subsidiaries of the Company. The Company is cooperating with the FCO and submitted a leniency application which disclosed the findings of its internal investigation to date and which may lead to the reduction of penalties that the FCO may impose. If the FCO finds that the Company or any of its subsidiaries violated competition law, the FCO has wide discretion to levy fines. At this stage of the investigation the Company believes that a loss is probable. The Company is unable to predict the ultimate outcome of the FCO’s investigation and any additional losses that could be incurred, which could be material to the Company’s operating results and cash flows for the periods in which they are resolved or become reasonably estimable.

The Company and its subsidiaries are also subject to various other lawsuits and claims with respect to governmental, 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 course 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 March 31, 2016, 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 March 31, 2016, the Company also had guarantees of $23 related to the residual values of leased assets.

M.	Earnings Per Share

The following table summarizes the computations of basic and diluted earnings per share attributable to the Company.

	Three Months Ended
	March 31
	2016				2015
Net income attributable to Crown Holdings	$	79			$	44
Weighted average shares outstanding:
Basic	138.1				137.7
Dilutive stock options and restricted stock	0.9				1.3
Diluted	139.0				139.0
Basic earnings per share	$	0.57			$	0.32
Diluted earnings per share	$	0.57			$	0.32

For the three months ended March 31, 2016 and 2015, 0.4 million and 0.1 million contingently issuable common shares were excluded from the computation of diluted earnings per share because the effect would be anti-dilutive.

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Crown Holdings, Inc.

N.	Pension and Other Postretirement Benefits

The components of net periodic pension and other postretirement benefits costs for the three months ended March 31, 2016 and 2015 were as follows:

	Three Months Ended
	March 31
Pension benefits – U.S. plans	2016				2015
Service cost	$	4			$	5
Interest cost	13				16
Expected return on plan assets	(23		)		(25		)
Recognized net loss	12				12
Net periodic cost	$	6			$	8

	Three Months Ended
	March 31
Pension benefits – Non-U.S. plans	2016				2015
Service cost	$	6			$	5
Interest cost	26				30
Expected return on plan assets	(41		)		(42		)
Recognized prior service credit	(3		)		(3		)
Recognized net loss	13				13
Net periodic cost	$	1			$	3

	Three Months Ended
	March 31
Other postretirement benefits	2016				2015
Service cost	$	—			$	—
Interest cost	1				2
Recognized prior service credit	(10		)		(8		)
Recognized net loss	1				1
Net periodic benefit	$	(8	)		$	(5	)

For the three months ended March 31, 2016, the Company also recorded a pension settlement charge of $3 which is included in restructuring and other in the Consolidated Statement of Operations.

O.	Income Taxes

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

	Three Months Ended
	March 31
	2016				2015
U.S. statutory rate at 35%	$	48			$	35
Tax on foreign income	(14		)		(12		)
Tax contingencies	—				7
Valuation allowance	2				3
Non-deductible impairment charge	—				1
Other items, net	2				3
Income tax provision	$	38			$	37

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Crown Holdings, Inc.

P.	Segment Information

The Company evaluates performance and allocates resources based on segment income. Segment income, which is not a defined term under GAAP, is defined by the Company as income from operations adjusted to add back provisions for asbestos and restructuring and other, the impact of fair value adjustments related to the sale of inventory acquired in an acquisition and the timing impact of hedge ineffectiveness. 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 the Company's operating segments.

	External Sales
	Three Months Ended
	March 31
	2016				2015
Americas Beverage	$	643			$	617
North America Food	146				160
European Beverage	315				324
European Food	398				431
Asia Pacific	277				310
Total reportable segments	1,779				1,842
Non-reportable segments	114				155
Total	$	1,893			$	1,997

The primary sources of revenue included in non-reportable segments are 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.

	Intersegment Sales
	Three Months Ended
	March 31
	2016				2015
Americas Beverage	$	15			$	21
North America Food	6				1
European Beverage	1				—
European Food	16				27
Asia Pacific	—				—
Total reportable segments	38				49
Non-reportable segments	18				27
Total	$	56			$	76

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.

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Crown Holdings, Inc.

	Segment Income
	Three Months Ended
	March 31
	2016				2015
Americas Beverage	$	104			$	85
North America Food	12				24
European Beverage	46				38
European Food	49				42
Asia Pacific	35				35
Total reportable segments	$	246			$	224

A reconciliation of segment income of reportable segments to income before income taxes is as follows:

	Three Months Ended
	March 31
	2016				2015
Segment income of reportable segments	$	246			$	224
Segment income of non-reportable segments	13				17
Corporate and unallocated items	(38		)		(53		)
Restructuring and other	(2		)		(20		)
Loss from early extinguishments of debt	(27		)		—
Interest expense	(64		)		(65		)
Interest income	3				2
Foreign exchange	6				(6		)
Income before income taxes	$	137			$	99

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, fair value adjustments for the sale of inventory acquired in an acquisition and the timing impact of hedge ineffectiveness.

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Crown Holdings, Inc.

Q.	Condensed Combining Financial Information

Crown Cork & Seal Company, Inc. (Issuer), a 100% owned subsidiary, has $350 principal amount of 7.375% senior notes due 2026 and $45 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 for the three months ended March 31, 2016 and 2015,

•balance sheets as of March 31, 2016 and December 31, 2015, and

•statements of cash flows for the three months ended March 31, 2016 and 2015

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 three months ended March 31, 2016

(in millions)

	Parent				Issuer				Non- Guarantors				Eliminations				Total Company
Net sales									$	1,893							$	1,893
Cost of products sold, excluding depreciation and amortization									1,521								1,521
Depreciation and amortization									60								60
Selling and administrative expense					$	2			89								91
Restructuring and other									2								2
Income from operations					(2		)		221								219
Loss on early extinguishments of debt									27								27
Net interest expense					27				34								61
Foreign exchange									(6		)						(6		)
Income/(loss) before income taxes					(29		)		166								137
Provision for / (benefit from) income taxes					(7		)		45								38
Equity earnings / (loss) in affiliates	$	79			77								$	(156	)		—
Net income	79				55				121				(156		)		99
Net income attributable to noncontrolling interests									(20		)						(20		)
Net income attributable to Crown Holdings	$	79			$	55			$	101			$	(156	)		$	79
Comprehensive income	$	102			$	145			$	145			$	(269	)		$	123
Comprehensive income attributable to noncontrolling interests									(21		)						(21		)
Comprehensive income attributable to Crown Holdings	$	102			$	145			$	124			$	(269	)		$	102

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Crown Holdings, Inc.

CONDENSED COMBINING STATEMENT OF COMPREHENSIVE INCOME

For the three months ended March 31, 2015

(in millions)

	Parent				Issuer				Non- Guarantors				Eliminations				Total Company
Net sales									$	1,997							$	1,997
Cost of products sold, excluding depreciation and amortization									1,660								1,660
Depreciation and amortization									51								51
Selling and administrative expense					$	2			96								98
Restructuring and other									20								20
Income from operations					(2		)		170								168
Net interest expense					26				37								63
Foreign exchange									6								6
Income/(loss) before income taxes					(28		)		127								99
Provision for / (benefit from) income taxes					(1		)		38								37
Equity earnings / (loss) in affiliates	$	44			57								$	(101	)		—
Net income	44				30				89				(101		)		62
Net income attributable to noncontrolling interests									(18		)						(18		)
Net income attributable to Crown Holdings	$	44			$	30			$	71			$	(101	)		$	44
Comprehensive income	$	(156	)		$	(78	)		$	(113	)		$	207			$	(140	)
Comprehensive income attributable to noncontrolling interests									(16		)						(16		)
Comprehensive income attributable to Crown Holdings	$	(156	)		$	(78	)		$	(129	)		$	207			$	(156	)

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Crown Holdings, Inc.

CONDENSED COMBINING BALANCE SHEET

As of March 31, 2016

(in millions)

	Parent				Issuer				Non- Guarantors				Eliminations				Total Company
Assets
Current assets
Cash and cash equivalents									$	257							$	257
Receivables, net									980								980
Inventories									1,413								1,413
Prepaid expenses and other current assets	$	1			$	2			251								254
Total current assets	1				2				2,901								2,904
Intercompany debt receivables									3,548				$	(3,548	)		—
Investments	2,890				2,653								(5,543		)		—
Goodwill and intangible assets									3,627								3,627
Property, plant and equipment, net									2,727								2,727
Other non-current assets					430				252								682
Total	$	2,891			$	3,085			$	13,055			$	(9,091	)		$	9,940
Liabilities and equity
Current liabilities
Short-term debt									$	67							$	67
Current maturities of long-term debt									239								239
Accounts payable and accrued liabilities	$	10			$	41			2,361								2,412
Total current liabilities	10				41				2,667								2,718
Long-term debt, excluding current maturities					391				4,902								5,293
Long-term intercompany debt	2,632				916								$	(3,548	)		—
Postretirement and pension liabilities									720								720
Other non-current liabilities					296				360								656
Commitments and contingent liabilities
Noncontrolling interests									304								304
Crown Holdings shareholders’ equity/(deficit)	249				1,441				4,102				(5,543		)		249
Total equity/(deficit)	249				1,441				4,406				(5,543		)		553
Total	$	2,891			$	3,085			$	13,055			$	(9,091	)		$	9,940

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Crown Holdings, Inc.

CONDENSED COMBINING BALANCE SHEET

As of December 31, 2015

(in millions)

	Parent				Issuer				Non- Guarantors				Eliminations				Total Company
Assets
Current assets
Cash and cash equivalents									$	717							$	717
Receivables, net									912								912
Inventories									1,213								1,213
Prepaid expenses and other current assets					$	2			205								207
Total current assets	—				2				3,047								3,049
Intercompany debt receivables									3,654				$	(3,654	)		—
Investments	$	2,937			2,490								(5,427		)		—
Goodwill and intangible assets									3,580								3,580
Property, plant and equipment, net									2,699								2,699
Other non-current assets					430				262								692
Total	$	2,937			$	2,922			$	13,242			$	(9,081	)		$	10,020
Liabilities and equity
Current liabilities
Short-term debt									$	54							$	54
Current maturities of long-term debt									209								209
Accounts payable and accrued liabilities	$	24			$	41			2,580								2,645
Total current liabilities	24				41				2,843								2,908
Long-term debt, excluding current maturities					391				4,864								5,255
Long-term intercompany debt	2,769				885								$	(3,654	)		—
Postretirement and pension liabilities									767								767
Other non-current liabilities					309				346								655
Commitments and contingent liabilities
Noncontrolling interests									291								291
Crown Holdings shareholders’ equity/(deficit)	144				1,296				4,131				(5,427		)		144
Total equity/(deficit)	144				1,296				4,422				(5,427		)		435
Total	$	2,937			$	2,922			$	13,242			$	(9,081	)		$	10,020

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Crown Holdings, Inc.

CONDENSED COMBINING STATEMENT OF CASH FLOWS

For the three months ended March 31, 2016

(in millions)

	Parent				Issuer				Non- Guarantors				Eliminations				Total Company
Net cash provided by/(used for) operating activities	$	(10	)		$	(31	)		$	(364	)		(3		)		$	(408	)
Cash flows from investing activities
Capital expenditures									(51		)						(51		)
Intercompany investing activities	150												$	(150	)		—
Other									3								3
Net cash provided by/(used for) investing activities	150				—				(48		)		(150		)		(48		)
Cash flows from financing activities
Proceeds from long-term debt									303								303
Payments of long-term debt									(709		)						(709		)
Net change in revolving credit facility and short-term debt									383								383
Net change in long-term intercompany balances	(137		)		31				106								—
Debt issue costs									(2		)						(2		)
Common stock issued	1																1
Common stock repurchased	(4		)														(4		)
Dividends paid									(153		)		153				—
Dividend paid to noncontrolling interests									(8		)						(8		)
Foreign exchange derivatives related to debt									32								32
Net cash provided by/(used for) financing activities	(140		)		31				(48		)		153				(4		)
Effect of exchange rate changes on cash and cash equivalents																	—
Net change in cash and cash equivalents	—				—				(460		)		—				(460		)
Cash and cash equivalents at January 1									717								717
Cash and cash equivalents at March 31	$	—			$	—			$	257			$	—			$	257

26

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Crown Holdings, Inc.

CONDENSED COMBINING STATEMENT OF CASH FLOWS

For the three months ended March 31, 2015

(in millions)

	Parent				Issuer				Non- Guarantors				Eliminations				Total Company
Net cash provided by/(used for) operating activities	$	(2	)		$	(35	)		$	(250	)						$	(287	)
Cash flows from investing activities
Capital expenditures									(52		)						(52		)
Purchase of business									(1,206		)						(1,206		)
Proceeds from sale of business									21								21
Intercompany investing activities	(1,006		)		4				1,006				$	(4	)		—
Other									(9		)						(9		)
Net cash provided by/(used for) investing activities	(1,006		)		4				(240		)		(4		)		(1,246		)
Cash flows from financing activities
Proceeds from long-term debt									750								750
Payments of long-term debt									(41		)						(41		)
Net change in revolving credit facility and short-term debt									234								234
Net change in long-term intercompany balances	1,009				31				(1,040		)						—
Common stock issued	3																3
Common stock repurchased	(4		)														(4		)
Dividends paid									(4		)		4				—
Purchase of noncontrolling interests									—								—
Dividend paid to noncontrolling interests									(9		)						(9		)
Foreign exchange derivatives related to debt									(47		)						(47		)
Net cash provided by/(used for) financing activities	1,008				31				(157		)		4				886
Effect of exchange rate changes on cash and cash equivalents									(38		)						(38		)
Net change in cash and cash equivalents	—				—				(685		)		—				(685		)
Cash and cash equivalents at January 1									965								965
Cash and cash equivalents at March 31	$	—			$	—			$	280			$	—			$	280

27

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Crown Holdings, Inc.

Crown Americas, LLC, Crown Americas Capital Corp. II and Crown Americas Capital Corp. III (collectively, the Issuer), 100% owned subsidiaries of the Company, have outstanding $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 for the three months ended March 31, 2016 and 2015,

•	balance sheets as of March 31, 2016 and December 31, 2015, and

•	statements of cash flows for the three months ended March 31, 2016 and 2015

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 three months ended March 31, 2016

(in millions)

	Parent				Issuer				Guarantors				Non- Guarantors				Eliminations				Total Company
Net sales									$	447			$	1,446							$	1,893
Cost of products sold, excluding depreciation and amortization									363				1,158								1,521
Depreciation and amortization									8				52								60
Selling and administrative expense					$	3			35				53								91
Restructuring and other									4				(2		)						2
Income from operations					(3		)		37				185								219
Loss from early extinguishments of debt					27																27
Net interest expense					20				22				19								61
Technology royalty									(9		)		9								—
Foreign exchange					32								(6		)		$	(32	)		(6		)
Income/(loss) before income taxes					(82		)		24				163				32				137
Provision for / (benefit from) income taxes					(31		)		14				44				11				38
Equity earnings / (loss) in affiliates	$	79			64				45								(188		)		—
Net income	79				13				55				119				(167		)		99
Net income attributable to noncontrolling interests													(20		)						(20		)
Net income attributable to Crown Holdings	$	79			$	13			$	55			$	99			$	(167	)		$	79
Comprehensive income	$	102			$	16			$	145			$	172			$	(312	)		$	123
Comprehensive income attributable to noncontrolling interests													(21		)						(21		)
Comprehensive income attributable to Crown Holdings	$	102			$	16			$	145			$	151			$	(312	)		$	102

28

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Crown Holdings, Inc.

CONDENSED COMBINING STATEMENT OF COMPREHENSIVE INCOME

For the three months ended March 31, 2015

(in millions)

	Parent				Issuer				Guarantors				Non- Guarantors				Eliminations				Total Company
Net sales									$	486			$	1,511							$	1,997
Cost of products sold, excluding depreciation and amortization									387				1,273								1,660
Depreciation and amortization									8				43								51
Selling and administrative expense					$	2			42				54								98
Restructuring and other													20								20
Income from operations					(2		)		49				121								168
Net interest expense					20				23				20								63
Technology royalty									(9		)		9								—
Foreign exchange													6								6
Income/(loss) before income taxes					(22		)		35				86								99
Provision for / (benefit from) income taxes					(8		)		23				22								37
Equity earnings / (loss) in affiliates	$	44			50				18								$	(112	)		—
Net income	44				36				30				64				(112		)		62
Net income attributable to noncontrolling interests													(18		)						(18		)
Net income attributable to Crown Holdings	$	44			$	36			$	30			$	46			$	(112	)		$	44
Comprehensive income	$	(156	)		$	40			$	(78	)		$	(142	)		$	196			$	(140	)
Comprehensive income attributable to noncontrolling interests													(16		)						(16		)
Comprehensive income attributable to Crown Holdings	$	(156	)		$	40			$	(78	)		$	(158	)		$	196			$	(156	)

29

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Crown Holdings, Inc.

CONDENSED COMBINING BALANCE SHEET

As of March 31, 2016

(in millions)

	Parent				Issuer				Guarantors				Non- Guarantors				Eliminations				Total Company
Assets
Current assets
Cash and cash equivalents					$	46							$	211							$	257
Receivables, net									$	7			973								980
Intercompany receivables									33				10				$	(43	)		—
Inventories									343				1,070								1,413
Prepaid expenses and other current assets	$	1			2				10				241								254
Total current assets	1				48				393				2,505				(43		)		2,904
Intercompany debt receivables					2,847				3,374				719				(6,940		)		—
Investments	2,890				2,261				794								(5,945		)		—
Goodwill and intangible assets									470				3,157								3,627
Property, plant and equipment, net					1				391				2,335								2,727
Other non-current assets					5				463				214								682
Total	$	2,891			$	5,162			$	5,885			$	8,930			$	(12,928	)		$	9,940
Liabilities and equity
Current liabilities
Short-term debt													$	67							$	67
Current maturities of long-term debt					$	122							117								239
Accounts payable and accrued liabilities	$	10			18				$	566			1,818								2,412
Intercompany payables									10				33				$	(43	)		—
Total current liabilities	10				140				576				2,035				(43		)		2,718
Long-term debt, excluding current maturities					2,408				391				2,494								5,293
Long-term intercompany debt	2,632				1,339				2,817				152				(6,940		)		—
Postretirement and pension liabilities									354				366								720
Other non-current liabilities									306				350								656
Commitments and contingent liabilities
Noncontrolling interests													304								304
Crown Holdings shareholders’ equity/(deficit)	249				1,275				1,441				3,229				(5,945		)		249
Total equity/(deficit)	249				1,275				1,441				3,533				(5,945		)		553
Total	$	2,891			$	5,162			$	5,885			$	8,930			$	(12,928	)		$	9,940

30

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Crown Holdings, Inc.

CONDENSED COMBINING BALANCE SHEET

As of December 31, 2015

(in millions)

	Parent				Issuer				Guarantors				Non- Guarantors				Eliminations				Total Company
Assets
Current assets
Cash and cash equivalents					$	104							$	613							$	717
Receivables, net									$	23			889								912
Intercompany receivables									30				2				$	(32	)		—
Inventories									291				922								1,213
Prepaid expenses and other current assets					2				7				198								207
Total current assets					106				351				2,624				(32		)		3,049
Intercompany debt receivables					3,111				3,471				681				(7,263		)		—
Investments	$	2,937			2,199				804								(5,940		)		—
Goodwill and intangible assets									471				3,109								3,580
Property, plant and equipment, net					1				390				2,308								2,699
Other non-current assets					6				457				229								692
Total	$	2,937			$	5,423			$	5,944			$	8,951			$	(13,235	)		$	10,020
Liabilities and equity
Current liabilities
Short-term debt													$	54							$	54
Current maturities of long-term debt					$	90							119								209
Accounts payable and accrued liabilities	$	24			47				$	526			2,048								2,645
Intercompany payables									2				30				$	(32	)		—
Total current liabilities	24				137				528				2,251				(32		)		2,908
Long-term debt, excluding current maturities					2,759				391				2,105								5,255
Long-term intercompany debt	2,769				1,268				3,041				185				(7,263		)		—
Postretirement and pension liabilities									377				390								767
Other non-current liabilities									311				344								655
Commitments and contingent liabilities
Noncontrolling interests													291								291
Crown Holdings shareholders’ equity/(deficit)	144				1,259				1,296				3,385				(5,940		)		144
Total equity/(deficit)	144				1,259				1,296				3,676				(5,940		)		435
Total	$	2,937			$	5,423			$	5,944			$	8,951			$	(13,235	)		$	10,020

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Crown Holdings, Inc.

CONDENSED COMBINING STATEMENT OF CASH FLOWS

For the three months ended March 31, 2016

(in millions)

	Parent				Issuer				Guarantors				Non- Guarantors				Eliminations				Total Company
Net provided by/(used for) operating activities	$	(10	)		$	(66	)		$	(2	)		$	(323	)		(7		)		$	(408	)
Cash flows from investing activities
Capital expenditures									(21		)		(30		)						(51		)
Intercompany investing activities	150								150								$	(300	)		—
Other													3								3
Net cash provided by/(used for) investing activities	150				—				129				(27		)		(300		)		(48		)
Cash flows from financing activities
Proceeds from long-term debt					300								3								303
Payments of long-term debt					(700		)						(9		)						(709		)
Net change in revolving credit facility and short-term debt					75								308								383
Net change in long-term intercompany balances	(137		)		335				(127		)		(71		)						—
Debt issue costs					(2		)														(2		)
Common stock issued	1																				1
Common stock repurchased	(4		)																		(4		)
Dividends paid													(307		)		307				—
Dividends paid to noncontrolling interests													(8		)						(8		)
Foreign exchange derivatives related to debt													32								32
Net cash provided by/(used for) financing activities	(140		)		8				(127		)		(52		)		307				(4		)
Effect of exchange rate changes on cash and cash equivalents													—								—
Net change in cash and cash equivalents	—				(58		)		—				(402		)		—				(460		)
Cash and cash equivalents at January 1					104								613								717
Cash and cash equivalents at March 31	$	—			$	46			$	—			$	211			$	—			$	257

32

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Crown Holdings, Inc.

 

CONDENSED COMBINING STATEMENT OF CASH FLOWS

For the three months ended March 31, 2015

(in millions)

	Parent				Issuer				Guarantors				Non- Guarantors				Eliminations				Total Company
Net provided by/(used for) operating activities	$	(2	)		$	(42	)		$	25			$	(268	)						$	(287	)
Cash flows from investing activities
Capital expenditures									(13		)		(39		)						(52		)
Purchase of business													(1,206		)						(1,206		)
Proceeds from sale of business													21								21
Intercompany investing activities	(1,006		)		2				4				1,006				$	(6	)		—
Other													(9		)						(9		)
Net cash provided by/(used for) investing activities	(1,006		)		2				(9		)		(227		)		(6		)		(1,246		)
Cash flows from financing activities
Proceeds from long-term debt					750																750
Payments of long-term debt					(2		)						(39		)						(41		)
Net change in revolving credit facility and short-term debt					155								79								234
Net change in long-term intercompany balances	1,009				(953		)		(16		)		(40		)						—
Common stock issued	3																				3
Common stock repurchased	(4		)																		(4		)
Dividends paid													(6		)		6				—
Dividends paid to noncontrolling interests													(9		)						(9		)
Foreign exchange derivatives related to debt					(8		)						(39		)						(47		)
Net cash provided by/(used for) financing activities	1,008				(58		)		(16		)		(54		)		6				886
Effect of exchange rate changes on cash and cash equivalents													(38		)						(38		)
Net change in cash and cash equivalents	—				(98		)		—				(587		)		—				(685		)
Cash and cash equivalents at January 1					128								837								965
Cash and cash equivalents at March 31	$	—			$	30			$	—			$	250			$	—			$	280

33

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Crown Holdings, Inc.

PART I - FINANCIAL INFORMATION

Item 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations

(dollars in millions)

Introduction

The following discussion presents management's analysis of the results of operations for the three months ended March 31, 2016 compared to 2015 and changes in financial condition and liquidity from December 31, 2015. This discussion should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2015, along with the consolidated financial statements and related notes included in and referred to within this 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, beverage can sales unit volumes in the Company's mature markets have been stable to slightly declining in the U.S. and Canada and slightly increasing in Western European markets. Beverage can volume has generally continued to grow in emerging markets, including Asia, Brazil, Mexico and Eastern Europe, driven by increased per capita incomes and consumption, combined with an increased preference for cans over other forms of beverage packaging. 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. Aluminum and steel prices can be subject to significant volatility and there has not been a consistent and predictable trend in pricing.

In 2016, the Company expects to utilize cash flow to reduce leverage. The Company will also continue to identify and evaluate select growth opportunities through capacity additions in existing plants, new plants in markets that it already knows and understands, and potential strategic acquisitions in geographic areas and product lines in which it already operates or that complement its existing businesses. In response to increasing global customer demand for beverage cans in non-standard sizes, commonly called "specialty cans," the Company intends to continue to make investments in converting existing capacity or adding new capacity for non-standard can sizes. The Company rigorously evaluates each investment opportunity against a variety of metrics and every approved project is undertaken with an eye toward creating long-term shareholder value. Cash flows generated from the Company's operations may be reinvested in the business, used for acquisitions, used to repay debt or returned to shareholders through share repurchases or possible future dividends. The Company currently expects to use a portion of its cash flow in 2016 to repay debt, and cash flows generated from the Company's operations may also be reinvested in the business, used for acquisitions (which may increase the Company’s leverage), or returned to shareholders through share repurchases or possible future dividends.

Results of Operations

In assessing performance, the key performance measure used by the Company is segment income, a non-GAAP measure generally defined by the Company as income from operations adjusted to add back provisions for asbestos and restructuring and other, the impact of fair value adjustments related to the sale of inventory acquired in an acquisition and the timing impact of hedge ineffectiveness.

34

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Crown Holdings, Inc.

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

The foreign currency translation impacts referred to below were primarily due to changes in the euro and pound sterling in the Company's European businesses, the Brazilian real, Canadian dollar and Mexican peso in the Company's Americas segments and the Chinese renminbi and Thai baht in the Company's Asia Pacific segment. The Company calculates the impact of foreign currency translation by multiplying or dividing, as appropriate, current year U.S. dollar results by the current year average foreign exchange rates and then multiplying or dividing, as appropriate, those amounts by the applicable prior year average foreign exchange rates.

Net Sales and Segment Income    

	Three Months Ended
	March 31
	2016				2015
Net sales	$	1,893			$	1,997
Beverage cans and ends as a percentage of net sales	60		%		57		%
Food cans and ends as a percentage of net sales	25		%		26		%

Three months ended March 31, 2016 compared to 2015

Net sales decreased primarily due the impact of foreign currency translation, the pass-through of lower material costs and a 5% decrease in global food can volumes which was partially offset by a 7% increase in global beverage can volumes, including the impact of Empaque for an additional six weeks. Net sales would have been $85 higher using exchange rates in effect during the first quarter of 2015.

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

Americas Beverage

The Americas Beverage segment manufactures aluminum beverage cans, ends, steel crowns, glass bottles and aluminum closures 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 stable to slightly declining volumes in recent years. In Mexico, the Company's sales unit volumes have increased primarily due to market growth and the acquisition of Empaque in February 2015. The addition of Empaque significantly increased the Company's presence in the growing Mexican market and substantially enhances the Company's strategic position in beverage cans, both regionally and globally. In Brazil, the Company's sales unit volumes have increased in recent years primarily due to market growth driven by increased per capita income and consumption, combined with an increased preference for cans over other forms of beverage packaging.

The Company has announced plans to construct new beverage can plants in Nichols, New York and Monterrey, Mexico. To meet customers' demand for specialty beverage cans in North America, the Nichols plant will be capable of producing multiple can sizes and is expected to be operational in the first quarter of 2017. The Monterrey plant will also be capable of producing multiple can sizes and is expected to be operational late in the fourth quarter of 2016.

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

	Three Months Ended
	March 31
	2016				2015
Net sales	$	643			$	617
Segment income	104				85

35

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Crown Holdings, Inc.

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

Three months ended March 31, 2016 compared to 2015

Net sales increased primarily due to an 11% increase in sales unit volumes in the U.S., Canada, Colombia and Mexico, which includes the impact of Empaque for an additional six weeks, offset by a decline in sales unit volumes in Brazil and the impact of foreign currency translation. Net sales would have been $43 higher using exchange rates in effect during the first quarter of 2015.

Segment income increased primarily due to $13 from higher sales unit volumes, including the impact of Empaque, and $10 from improved cost performance, partially offset by the impact of foreign currency translation. Segment income would have been $6 higher using exchange rates in effect during the first quarter of 2015.

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. In 2015, the Company announced the closure of two North America food can plants to more appropriately align capacity with customer demand and reduce costs.

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

	Three Months Ended
	March 31
	2016				2015
Net sales	$	146			$	160
Segment income	12				24

Three months ended March 31, 2016 compared to 2015

Net sales decreased primarily due to the pass-through of lower tinplate costs, lower sales unit volumes and the impact of foreign currency translation. Net sales would have been $5 higher using exchange rates in effect during the first quarter of 2015.

Segment income decreased primarily due to the equal impact from steel purchased in 2015 being converted and sold at lower prevailing prices in 2016, lower sales unit volumes due to the loss of a customer during 2015, and inflation on non-steel input costs.

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 Europe, the Middle East and North Africa. In recent years, the European beverage can market has been growing.

In 2015, the Company announced plans to invest in a second line at its Osmaniye, Turkey plant in response to growing demand. The new line will be capable of producing multiple can sizes and is expected to be operational late in the fourth quarter of 2016.

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

	Three Months Ended
	March 31
	2016				2015
Net sales	$	315			$	324
Segment income	46				38

36

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Crown Holdings, Inc.

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

Three months ended March 31, 2016 compared to 2015

Net sales decreased primarily due to the pass-through of lower aluminum costs and the impact of foreign currency translation, partially offset by a 5% increase in sales unit volumes. Net sales would have been $12 higher using exchange rates in effect during the first quarter of 2015.

Segment income increased primarily due to higher sales unit volumes and $5 of lower aluminum premium costs, partially offset by the impact of foreign currency translation. Segment income would have been $2 higher using exchange rates in effect during the first quarter of 2015.

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 primarily throughout Europe and Africa. The European food can market is a mature market which has experienced stable to slightly declining volumes in recent years. In April 2014, the Company completed its acquisition of Mivisa and in June 2014 divested certain Crown and Mivisa operations as required for regulatory approval. The acquisition of Mivisa significantly increased the Company's presence in Spain, one of Europe's leading agricultural economies. In 2015, the Company announced the closure of two European Food facilities in an effort to reduce cost by eliminating excess capacity and consolidating manufacturing processes.

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

	Three Months Ended
	March 31
	2016				2015
Net sales	$	398			$	431
Segment income	49				42

Three months ended March 31, 2016 compared to 2014

Net sales decreased primarily due to the impact of foreign currency translation and a 2% decrease in sales unit volumes. Net sales would have been $11 higher using exchange rates in effect during the first quarter of 2015.

Segment income increased due to improved cost performance, including the impact of recent restructuring and other actions, which more than offset the decrease in sales unit volumes.

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 beverage can market in Asia has been growing. In 2015, the Company announced that it began construction of a third beverage can plant in Cambodia. The Company currently expects the plant to begin commercial production in the second quarter of 2016. In China, the current industry supply of beverage cans exceeds demand, which has resulted in pricing pressure and negative impacts on the Company's profitability.

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

	Three Months Ended
	March 31
	2016				2015
Net sales	$	277			$	310
Segment income	35				35

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Crown Holdings, Inc.

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

Three months ended March 31, 2016 compared to 2015

Net sales decreased primarily due to $24 from lower selling prices from the pass-through of lower raw material costs and the impact of competitive price compression and also from the impact of foreign currency translation. Net sales would have been $11 higher using exchange rates in effect during the first quarter of 2015.

Segment income was comparable, mainly due to the impact of lower selling prices offset by improved customer mix.

Non-reportable Segments

The Company's non-reportable segments include its European aerosol can and specialty packaging business, its North American aerosol can business and its tooling and equipment operations in the U.S. and U.K. In recent years, the Company's aerosol can and specialty packaging businesses have experienced slightly declining volumes. In 2015, the Company completed the sale of four of its European industrial specialty packaging plants.

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

	Three Months Ended
	March 31
	2016				2015
Net sales	$	114			$	155
Segment income	13				17

Three months ended March 31, 2016 compared to 2015

Net sales and segment income decreased primarily due to the divestiture of certain operations within the Company's European aerosol and specialty packaging businesses in 2015.

Corporate and Unallocated Expense

	Three Months Ended
	March 31
	2016				2015
Corporate and unallocated expense	$	(38	)		$	(53	)

For the three months ended March 31, 2016 compared to 2015, corporate and unallocated expense decreased primarily due to lower stock-based compensation expense and lower pension expense due to a change in approach to measuring service and interest costs. Additionally, the three months ended March 31, 2015 included a charge of $6 related to the impact of fair value adjustments for the sale of inventory acquired in the acquisition of Empaque.

Cost of Products Sold (Excluding Depreciation and Amortization)

For the three months ended March 31, 2016 compared to 2015, cost of products sold (excluding depreciation and amortization) decreased from $1,660 to $1,521 primarily due to the impact of foreign currency translation and lower raw material costs, partially offset by the impact of the acquisition of Empaque. Cost of products sold would have been $68 higher for the three months ended March 31, 2016 using exchange rates in effect during 2015.

Depreciation and Amortization

For the three months ended March 31, 2016 compared to 2015, depreciation and amortization expense increased from $51 to $60 primarily due to fixed assets and intangible assets recorded in connection with the Company's acquisition of Empaque offset by the impact of foreign currency translation.

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Crown Holdings, Inc.

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

Selling and Administrative Expense

For the three months ended March 31, 2016 compared to 2015, selling and administrative expense decreased from $98 to $91 due to lower stock-compensation expense and the impact of foreign currency translation.

Interest Expense

For the three months ended March 31, 2016 compared to 2015, interest expense decreased from $65 to $64 primarily due to lower average debt outstanding.

Net Income Attributable to Noncontrolling Interests

For the three months ended March 31, 2016 compared to 2015, net income attributable to noncontrolling interests increased from $18 to $20 primarily due to higher earnings in the Company's beverage can operations in Brazil.

Liquidity and Capital Resources

Cash from Operations

Cash flows used by operating activities increased from $287 for the three months ended March 31, 2015 to $408 in 2016 primarily due to an increase in receivables as compared to December 31, 2015. Days sales outstanding for trade receivables improved from 39 days in 2015 to 37 days in 2016 primarily due to a decrease of 6 days related to the derecognition of receivables under our securitization and factoring programs partially offset by an increase in payment terms.

Investing Activities

Cash used for investing activities decreased from $1,246 for the three months ended March 31, 2015 to $48 in 2016 primarily due to funds paid for the acquisition of Empaque in 2015. The Company currently expects capital expenditures for 2016 to be approximately $400.

Financing Activities

Financing activities provided cash of $886 for the three months ended March 31, 2015 compared to a use of cash of $4 in 2016 primarily due to higher net borrowings in 2015 to fund the acquisition of Empaque as described in Note J.

Liquidity

As of March 31, 2016, $177 of the Company's $257 of 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., distributions 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 and/or deferred U.S. taxes for the earnings of certain 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., $139 was held by subsidiaries

for which earnings are considered indefinitely reinvested. While based on current operating plans the Company does not foresee a need to repatriate these funds, if such earnings were repatriated the Company would be required to record any incremental U.S. taxes on the repatriated funds.

As of March 31, 2016, the Company had $789 of borrowing capacity available under its revolving credit facility, equal to the total facility of $1,200 less borrowings of $369 and $42 of outstanding standby letters of credit.

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Crown Holdings, Inc.

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

Capital Resources

As of March 31, 2016, the Company has approximately $97 of capital commitments primarily related to its Americas Beverage segment. The Company expects to fund these commitments primarily through cash flows generated from operations and to fund any excess needs through external borrowings.

Contractual Obligations

During the first three months of 2016 there were no material changes to the Company's contractual obligations provided within Part II, Item 7, “Management's Discussion and Analysis of Financial Condition and Results of Operations” of the Company's Annual Report on Form 10-K for the year ended December 31, 2015, which information is incorporated herein by reference, except for the debt issuances and repayments described in Note J to the consolidated financial statements included in this Quarterly Report on Form 10-Q.

Commitments and Contingent Liabilities

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

Critical Accounting Policies

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States which require that management make numerous estimates and assumptions.

Actual results could differ from these estimates and assumptions, impacting the reported results of operations and financial condition of the Company. Part II, Item 7, “Management's Discussion and Analysis of Financial Condition and Results of Operations” and Note A to the consolidated financial statements contained in the Company's Annual Report on Form

10-K for the year ended December 31, 2015 describe the significant accounting estimates and policies used in the preparation of the consolidated financial statements. There have been no significant changes in the Company's critical accounting policies during the three months of 2016. The discussion below supplements the discussion from the Company's Annual Report on Form 10-K for the year ended December 31, 2015 with respect to goodwill.

Goodwill Impairment

In recent years, the Company’s European Aerosol and Specialty Packaging reporting unit has experienced declining operating results. Based on current projections, the Company continues to believe that the estimated fair value of the reporting unit exceeds its carrying values. 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 $99 could be recorded.

  

Forward Looking Statements

Statements included herein in “Management's Discussion and Analysis of Financial Condition and Results of Operations,” including, but not limited to, in the discussions of asbestos in Note K and commitments and contingencies in Note L to the consolidated financial statements included in this Quarterly Report on Form 10-Q and also in Part I, Item 1: “Business” and Item 3: “Legal Proceedings” and in Part II, Item 7: “Management's Discussion and Analysis of Financial Condition and Results of Operations,” within the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2015, which are not historical facts (including any statements concerning plans and objectives of management for capacity additions, share repurchases, dividends, future operations or economic performance, or assumptions related thereto), are “forward-looking statements” within the meaning of the federal securities laws. In addition, the Company and its representatives may, from time to time, make oral or written statements which are also “forward-looking statements.”

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

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Crown Holdings, Inc.

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

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

A discussion of important factors that could cause the actual results of operations or financial condition of the Company to differ from expectations has been set forth in the Company's Annual Report on Form 10-K for the year ended December 31, 2015 within Part II, Item 7: “Management's Discussion and Analysis of Financial Condition and Results of Operations” under the caption “Forward Looking Statements” and is incorporated herein by reference. Some of the factors are also discussed elsewhere in this Form 10-Q and in prior Company filings with the SEC. In addition, other factors have been or may be discussed from time to time in the Company's SEC filings.

Item 3.	Quantitative and Qualitative Disclosures About Market Risk

In the normal course of business the Company is subject to risk from adverse fluctuations in foreign exchange and interest rates and commodity prices. The Company manages these risks through a program that includes the use of derivative financial instruments, primarily swaps and forwards. Counterparties to these contracts are major financial institutions. The Company is exposed to credit loss in the event of nonperformance by the counterparties. These instruments are not used for trading or speculative purposes. The extent to which the Company uses such instruments is dependent upon its access to these contracts in the financial markets and its success in using other methods, such as netting exposures in the same currencies to mitigate foreign exchange risk and using sales arrangements that permit the pass-through of commodity prices and foreign exchange rate risks to customers. The Company's objective in managing its exposure to market risk is to limit the impact on earnings and cash flow. For further discussion of the Company's use of derivative instruments and their fair values at March 31, 2016, see Note H to the consolidated financial statements included in this Quarterly Report on Form 10-Q.

As of March 31, 2016, the Company had $2.7 billion principal floating interest rate debt. A change of 0.25% in these floating interest rates would change annual interest expense by approximately $7 million before tax.

Item 4.	Controls and Procedures

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

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

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Crown Holdings, Inc.

PART II – OTHER INFORMATION

Item 1.    Legal Proceedings

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

Item 1A. Risk Factors

In addition to other information set forth in this report, carefully consider the factors discussed in Item 1A to Part I in the Company's Annual Report on Form 10-K for the year ended December 31, 2015, which could materially affect the Company's business, financial condition or future results. The risks described in the Company's Quarterly Report on Form 10-Q are not the only risks facing the Company. Additional risks and uncertainties not currently known to the Company or that the Company currently deems to be immaterial also may materially adversely affect the Company's business, financial condition and/or operating results.

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

The Company made no purchases of its equity securities as part of publicly announced programs during the first three months of 2016.

Item 3. Defaults Upon Senior Securities

There were no events required to be reported under Item 3 for the quarter ended March 31, 2016.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5.    Other Information

Descriptions of Bourque and Salaerts Agreements

Bourque Employment Agreement and SERP Agreement

Effective May 1, 2016, the Company has entered into an employment agreement with Robert Bourque, Jr., who will serve as the Company’s President - Asia Pacific Division (the “Employment Agreement”). In addition, the Company has entered into a senior executive retirement agreement with Mr. Bourque, pursuant to which Mr. Bourque will participate in the Company’s Senior Executive Retirement Plan (the “SERP Agreement”) beginning May 1, 2016. The material terms of the Employment Agreement and the SERP Agreement are summarized below.

Employment Agreement

Term. Mr. Bourque’s initial term of employment under the Employment Agreement is for a period of one year and will automatically renew for one year terms unless either party gives written notice of non-renewal at least thirty days prior to any automatic renewal.

Base Salary and Bonus. Mr. Bourque’s starting annual base salary under the Employment Agreement will be $350,000. Mr. Bourque’s base salary will be reviewed and adjusted as appropriate in accordance with the Company’s regular compensation review practices. Additionally, Mr. Bourque will be eligible for a cash bonus in an amount to be determined in accordance with the Company’s existing annual cash incentive bonus plan or any successor bonus plan.

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Crown Holdings, Inc.

Other Benefits. Mr. Bourque will be eligible to participate in the Company’s employee benefit plans and programs on the same terms and conditions as apply to the Company’s other executive officers generally, as in effect from time to time. In addition, Mr. Bourque will be entitled to a company-provide automobile and a housing allowance, each in accordance with the applicable Company policy, as in effect from time to time.

Severance Terms. Upon termination of Mr. Bourque’s employment by the Company without “cause” prior to a change in control of the Company, Mr. Bourque will be entitled to any unpaid base salary earned through the date of termination; a pro-rata incentive bonus for the year of termination determined based on the actual bonus, if any, he would have been paid for such year absent such termination; a lump-sum payment equal to his then-current base salary; and such retirement and other benefits earned and vested as of the date of his termination. Upon termination of Mr. Bourque’s employment by the Company without “cause” or by Mr. Bourque for “good reason,” in either case, during the 12-month period following a change in control of the Company, Mr. Bourque will be entitled to any unpaid base salary earned through the date of termination; a lump-sum payment equal to three times the sum of his then-current base salary and his average annual bonus for the three completed years prior to the year of such termination of employment; such retirement and other benefits earned and vested as of the date of his termination; and accelerated vesting and exercisability, as applicable, of all outstanding stock options and restricted stock.

SERP Agreement

Under the terms of the SERP Agreement, Mr. Bourque will be entitled to an annual retirement benefit equal to 2.0% of his average annual compensation for each of his first twenty years of service with the Company (measured from June 23, 1993) and 1.45% of his average annual compensation for each of his next 15 years of services, less the value of certain other retirement benefits to which Mr. Bourque is or may become entitled from the Company. Mr. Bourque’s vested annual retirement benefit under the SERP Agreement will be converted on an actuarial basis into a lump sum and paid to him in cash on the first day of the month following the later of his attainment of age 60 or his termination of employment or, if earlier, upon a change in control of the Company. The SERP Agreement also provides for a death benefit equal to five times Mr. Bourque’s vested annual retirement benefit. Mr. Bourque’s retirement and death benefits under the SERP Agreement shall vest, subject to his continuing employment, on the earlier of May 1, 2021, a change in control of the Company or his termination of employment due to death or total disability.

The foregoing descriptions of the Employment Agreement and the SERP Agreement are qualified in their entirety by reference to the full texts of the Employment Agreement and the SERP Agreement, which are filed as Exhibits to this Quarterly Report on Form 10-Q and are incorporated by reference herein.

Amendment to Salaerts Employment Agreement

In connection with the retirement of Jozef Salaerts on April 30, 2016, the Company amended its employment agreement with Mr. Salaerts, effective as of April 30, 2016, to extend the period during which Mr. Salaerts is prohibited from competing with the Company or soliciting its employees until December 31, 2018 and to provide for post-employment vesting of certain equity grants previously made to Mr. Salaerts. The amendment to Mr. Salaerts’ employment agreement is attached as an Exhibit to this Quarterly Report on Form 10-Q and is incorporated by reference herein.”

Submission of Matters to a Vote of Security Holders

(a)	Crown Holdings, Inc. (the “Company”) held its Annual Meeting of Shareholders on April 28, 2016 (the “Annual Meeting”). As of March 8, 2016, the record date for the meeting, 139,424,490 shares of Common Stock, par value $5.00 per share, of the Company (“Common Stock”) were issued and outstanding. A quorum of 123,884,101 shares of Common Stock were present or represented at the meeting.

(b)    The following individuals were nominated and elected to serve as directors:

Jenne K. Britell, John W. Conway, Timothy J. Donahue, Arnold W. Donald, William G. Little, Hans J. Löliger, James H. Miller, Josef M. Müller, Thomas A. Ralph, Caesar F. Sweitzer, Jim L. Turner and William S. Urkiel.

    

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Crown Holdings, Inc.

At the Annual Meeting, the Company’s shareholders voted on the three matters below as follows:

1)Election of Directors.

Directors		Votes For		Votes Withheld		Broker Non-Vote
Jenne K. Britell		116,172,609		876,376		6,835,116
John W. Conway		116,309,732		739,253		6,835,116
Timothy J. Donahue		116,554,189		494,796		6,835,116
Arnold W. Donald		114,646,689		2,402,296		6,835,116
William G. Little		115,664,747		1,384,238		6,835,116
Hans J. Löliger		115,636,012		1,412,973		6,835,116
James H. Miller		116,823,908		225,077		6,835,116
Josef M. Müller		116,834,517		214,468		6,835,116
Thomas A. Ralph		116,136,683		912,302		6,835,116
Caesar F. Sweitzer		116,837,362		211,623		6,835,116
Jim L. Turner		115,441,291		1,607,694		6,835,116
William S. Urkiel		116,389,949		659,036		6,835,116

2)	Ratification of appointment of PricewaterhouseCoopers LLP as the Company’s independent auditor for the fiscal year ending December 31, 2016.

Votes For		Votes Against		Votes Abstaining
123,604,088		201,873		78,140

3)	Approval, by non-binding advisory vote, of the resolution on executive compensation as described in the Company’s 2016 Proxy Statement.

    

Votes For		Votes Against		Votes Abstaining		Broker Non-Vote
104,379,452		11,269,577		1,399,956		6,835,116

    

    

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Crown Holdings, Inc.

Item 6.    Exhibits

    

10.	First Amendment to Executive Employment Agreement, dated November 5, 2012, between Crown Holdings, Inc. and Jozef Salaerts, effective as of April 30, 2016.
10.2.	Executive Employment Agreement, effective May 1, 2016, between Crown Holdings, Inc. and Robert Bourque, Jr.
10.3.	Senior Executive Retirement Agreement, effective May 1, 2016, between Crown Holdings, Inc. and Robert Bourque, Jr.
31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, executed by Timothy J. Donahue, President and Chief Executive Officer of Crown Holdings, Inc. and Thomas A. Kelly, Senior Vice President and Chief Financial Officer of Crown Holdings, Inc.
101	The following financial information from the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2016 formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Statements of Operations for the three months ended March 31, 2016 and 2015, (ii) Consolidated Statements of Comprehensive Income for the three months ended March 31, 2016 and 2015, (iii) Consolidated Balance Sheets as of March 31, 2016 and December 31, 2015, (iv) Consolidated Statements of Cash Flows for the three months ended March 31, 2016 and 2015, (v) Consolidated Statements of Changes in Equity for the three months ended March 31, 2016 and 2015 and (vi) Notes to Consolidated Financial Statements.

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Crown Holdings, Inc.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

		Crown Holdings, Inc. Registrant
By:		/s/ David A. Beaver
		David A. Beaver
		Vice President and Corporate Controller
		(Chief Accounting Officer)

Date: April 29, 2016

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