##### 



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q/A
 Amendment No. 1
 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
 For the Quarterly Period Ended July 3, 2005
 Commission File Number 333-53276
 U.S. CAN CORPORATION
  06-1094196
 DELAWARE
 700 EAST BUTTERFIELD ROAD
SUITE 250
LOMBARD, ILLINOIS 60148
 (630) 678-8000
  o þ
  o þ




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##### 



U.S. CAN CORPORATION AND SUBSIDIARIES
 FORM 10-Q
 FOR THE QUARTERLY PERIOD ENDED JULY 3, 2005
 TABLE OF CONTENTS
 PagePART I
    
    FINANCIAL INFORMATIONItem 1.
    
    Financial Statements (Unaudited)Consolidated Statements of Operations for the Three and Six Months Ended July 3, 2005 and July 4, 2004 (As Restated)
    
    
    3Consolidated Balance Sheets as of July 3, 2005 and December 31, 2004
    
    
    4Consolidated Statements of Cash Flows for the Six Months Ended July 3, 2005 and July 4, 2004 (As Restated)
    
    
    5Notes to Consolidated Financial Statements
    
    
    6Item 2.
    
    Management's Discussion and Analysis of Financial Condition and Results of Operations
    
    
    19Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    23Item 4.
    
    Controls and Procedures
    
    
    24PART II
    
    OTHER INFORMATIONItem 1.
    
    Legal Proceedings
    
    
    26Item 5.
    
    Other Information
    
    
    26Item 6.
    
    Exhibits
    
    
    27
  EXPLANATORY NOTE
  INCLUSION OF FORWARD-LOOKING INFORMATION
  2




---



##### 



U.S. CAN CORPORATION AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
 (000s omitted)
 For The
    
    
    For TheThree Months Ended
    
    
    Six Months EndedAs Restated
    
    
    
    
    
    
    As Restated(See Note (2))
    
    
    
    
    
    
    (See Note (2))July 3, 2005
    
    
    July 4, 2004
    
    
    July 3, 2005
    
    
    July 4, 2004(Unaudited)Net Sales
    
    $
    230,407
    
    
    $
    211,809
    
    
    $
    460,852
    
    
    $
    425,276Cost of Sales
    
    
    207,173
    
    
    
    192,575
    
    
    
    405,619
    
    
    
    386,198Gross Profit
    
    
    23,234
    
    
    
    19,234
    
    
    
    55,233
    
    
    
    39,078Selling, General and Administrative Expenses
    
    
    9,479
    
    
    
    10,439
    
    
    
    20,387
    
    
    
    20,243Special Charges
    
    
    1,517
    
    
    
    922
    
    
    
    2,030
    
    
    
    1,404Other (Income) Expense
    
    
    (25
    )
    
    
    2
    
    
    
    (192
    )
    
    
    (378
    )Interest Expense
    
    
    13,913
    
    
    
    12,865
    
    
    
    26,853
    
    
    
    25,582Bank Financing Fees
    
    
    731
    
    
    
    1,218
    
    
    
    1,460
    
    
    
    2,596Loss from Early Extinguishment of Debt
    
    
    
    
    
    
    5,508
    
    
    
    
    
    
    
    5,508Income (Loss) Before Income Taxes
    
    
    (2,381
    )
    
    
    (11,720
    )
    
    
    4,695
    
    
    
    (15,877
    )Provision (Benefit) for Income Taxes
    
    
    586
    
    
    
    (2,132
    )
    
    
    1,676
    
    
    
    (1,619
    )Net Income (Loss)
    
    
    (2,967
    )
    
    
    (9,588
    )
    
    
    3,019
    
    
    
    (14,258
    )Preferred Stock Dividend Requirement
    
    
    (4,148
    )
    
    
    (3,760
    )
    
    
    (8,282
    )
    
    
    (7,584
    )Net Loss Attributable to Common Stockholders
    
    $
    (7,115
    )
    
    $
    (13,348
    )
    
    $
    (5,263
    )
    
    $
    (21,842
    )
 
 3




---



##### 



U.S. CAN CORPORATION AND SUBSIDIARIES
 
 CONSOLIDATED BALANCE SHEETS
 (000s omitted, except per share data)
 July 3,
    
    
    December 31,2005
    
    
    2004(Unaudited)ASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    2,573
    
    
    $
    7,108Accounts receivable, net of allowances
    
    
    99,150
    
    
    
    78,523Inventories
    
    
    102,140
    
    
    
    105,267Deferred income taxes
    
    
    6,573
    
    
    
    7,525Other current assets
    
    
    25,829
    
    
    
    30,811Total current assets
    
    
    236,265
    
    
    
    229,234PROPERTY, PLANT AND EQUIPMENT, less accumulated
depreciation and amortization
    
    
    209,978
    
    
    
    227,022GOODWILL
    
    
    27,384
    
    
    
    27,384DEFERRED INCOME TAXES
    
    
    23,160
    
    
    
    23,199OTHER NON-CURRENT ASSETS
    
    
    47,430
    
    
    
    50,913Total assets
    
    $
    544,217
    
    
    $
    557,752LIABILITIES AND STOCKHOLDERS EQUITYCURRENT LIABILITIES:Current maturities of long-term debt and capital lease obligations
    
    $
    6,157
    
    
    $
    9,445Accounts payable
    
    
    87,980
    
    
    
    100,978Accrued expenses
    
    
    62,049
    
    
    
    55,562Restructuring reserves
    
    
    3,449
    
    
    
    4,347Income taxes payable
    
    
    1,591
    
    
    
    479Total current liabilities
    
    
    161,226
    
    
    
    170,811LONG TERM DEBT
    
    
    558,658
    
    
    
    550,551LONG TERM LIABILITIES PURSUANT TO EMPLOYEE BENEFIT PLANS
    
    
    63,922
    
    
    
    68,882OTHER LONG-TERM LIABILITIES
    
    
    3,618
    
    
    
    3,684Total liabilities
    
    
    787,424
    
    
    
    793,928REDEEMABLE PREFERRED STOCK, 200,000 shares authorized, 106,667
shares issued & outstanding
    
    
    170,536
    
    
    
    162,253STOCKHOLDERS EQUITY:Common stock, $10.00 par value, 100,000 shares authorized, 53,333
shares issued & outstanding
    
    
    533
    
    
    
    533Additional paid in capital
    
    
    52,800
    
    
    
    52,800Accumulated other comprehensive loss
    
    
    (29,089
    )
    
    
    (19,038
    )Accumulated deficit
    
    
    (437,987
    )
    
    
    (432,724
    )Total stockholders equity / (deficit)
    
    
    (413,743
    )
    
    
    (398,429
    )Total liabilities and stockholders equity
    
    $
    544,217
    
    
    $
    557,752
 
 4




---



##### 



U.S. CAN CORPORATION AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (000s omitted)
 For the Six Months EndedAs Restated(See Note (2))July 3, 2005
    
    
    July 4, 2004(Unaudited)CASH FLOWS FROM OPERATING ACTIVITIES:Net income (loss)
    
    $
    3,019
    
    
    $
    (14,258
    )Adjustments
to reconcile net loss to net cash used in operating activities Depreciation and amortization
    
    
    19,715
    
    
    
    22,146Special charges
    
    
    2,030
    
    
    
    1,404Loss from early extinguishment of debt
    
    
    
    
    
    
    5,508Deferred income taxes
    
    
    
    
    
    
    (2,863
    )Change in operating assets and liabilities:Accounts receivable
    
    
    (24,397
    )
    
    
    (14,210
    )Inventories
    
    
    (1,641
    )
    
    
    (6,474
    )Accounts payable
    
    
    (6,653
    )
    
    
    409Accrued expenses
    
    
    3,973
    
    
    
    621Other assets
    
    
    3,938
    
    
    
    2,814Other liabilities
    
    
    (529
    )
    
    
    (615
    )Net cash used in operating activities
    
    
    (545
    )
    
    
    (5,518
    )CASH FLOWS FROM INVESTING ACTIVITIES:Capital expenditures
    
    
    (10,754
    )
    
    
    (7,453
    )Proceeds from sale of property
    
    
    352
    
    
    
    1,076Dividends from Formametal S.A.
    
    
    669
    
    
    
    608Net cash used in investing activities
    
    
    (9,733
    )
    
    
    (5,769
    )CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from Term B loan
    
    
    
    
    
    
    250,000Net borrowings (payments) under the revolving line of credit
    
    
    9,700
    
    
    
    (42,100
    )Payments of Tranche A loan
    
    
    
    
    
    
    (38,706
    )Payments of Tranche B loan
    
    
    (1,250
    )
    
    
    (130,175
    )Payments of Tranche C loan
    
    
    
    
    
    
    (20,000
    )Borrowings of other long-term debt
    
    
    268
    
    
    
    3,656Payments of other long-term debt, including capital lease obligations
    
    
    (3,437
    )
    
    
    (18,136
    )Payment of debt financing costs
    
    
    (57
    )
    
    
    (5,485
    )Net cash provided by (used in) financing activities
    
    
    5,224
    
    
    
    (946
    )EFFECT OF EXCHANGE RATE CHANGES ON CASH
    
    
    519
    
    
    
    (614
    )DECREASE IN CASH AND CASH EQUIVALENTS
    
    
    (4,535
    )
    
    
    (12,847
    )CASH AND CASH EQUIVALENTS, beginning of year
    
    
    7,108
    
    
    
    22,964CASH AND CASH EQUIVALENTS, end of period
    
    $
    2,573
    
    
    $
    10,117
 
 5




---



##### 



U.S. CAN CORPORATION AND SUBSIDIARIES
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 JULY 3, 2005
(Unaudited)
 (1) PRINCIPLES OF REPORTING
  STOCK-BASED COMPENSATION
   Three Months Ended
    
    
    Six Months EndedJuly 3, 2005
    
    
    July 4, 2004
    
    
    July 3, 2005
    
    
    July 4, 2004(As Restated)
    
    
    
    
    
    
    (As Restated)Net Income (Loss)
    
    $
    (2,967
    )
    
    $
    (9,588
    )
    
    $
    3,019
    
    
    $
    (14,258
    )Stock-Based Compensation Cost,
net of tax  fair value method
    
    
    (22
    )
    
    
    (26
    )
    
    
    (45
    )
    
    
    (56
    )Pro-Forma Net Income (Loss)
    
    $
    (2,989
    )
    
    $
    (9,614
    )
    
    $
    2,974
    
    
    $
    (14,314
    )
  (2) RESTATEMENT
  6




---



##### 



For the Quarterly and Six Month Periods EndedJuly 4, 2004
    
    July 4, 2004(Unaudited)
    
    (Unaudited)AS
    
    
    
    
    
    ASAS
    
    PREVIOUSLY
    
    AS
    
    PREVIOUSLYRESTATED
    
    REPORTED
    
    RESTATED
    
    REPORTEDCost of Sales
    
    $
    192,575
    
    
    $
    192,901
    
    
    $
    386,198
    
    
    $
    386,996Gross profit
    
    
    19,234
    
    
    
    18,908
    
    
    
    39,078
    
    
    
    38,280Loss before income taxes
    
    
    (11,720
    )
    
    
    (12,046
    )
    
    
    (15,877
    )
    
    
    (16,675
    )Provision for Income Taxes
    
    
    (2,132
    )
    
    
    (2,256
    )
    
    
    (1,619
    )
    
    
    (1,924
    )Net Loss
    
    
    (9,588
    )
    
    
    (9,790
    )
    
    
    (14,258
    )
    
    
    (14,751
    )Net Loss Attributable to
Common Stockholders
    
    $
    (13,348
    )
    
    $
    (13,550
    )
    
    $
    (21,842
    )
    
    $
    (22,335
    )
 (3) SUPPLEMENTAL CASH FLOW INFORMATION
  (4) SPECIAL CHARGES
 2005
   January 1,2005
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    July 3, 2005Balance
    
    
    Additions
    
    
    Cash Payments
    
    
    Other (b)
    
    
    BalanceEmployee Separation
    
    $
    3.2
    
    
    $
    1.4
    
    
    $
    (1.3
    )
    
    $
    (0.3
    )
    
    $
    3.0Facility Closing
Costs
    
    
    4.1
    
    
    
    0.6
    
    
    
    (1.3
    )
    
    
    
    
    
    
    3.4Total
    
    $
    7.3
    
    
    $
    2.0
    
    
    $
    (2.6
    )
    
    $
    (0.3
    )
    
    $
    6.4
    (a)
 
 (a)
    
    Includes $3.0 million classified as other long-term liabilities as of July 3,
2005.(b)
    
    Non-cash foreign currency translation impact. 2004
  7




---



##### 



January 1,2004
    
    
    Net
    
    
    Cash
    
    
    July 4,Balance
    
    
    Additions
    
    
    Payments
    
    
    2004 BalanceEmployee Separation
    
    $
    4.3
    
    
    $
    1.4
    
    
    $
    (1.9
    )
    
    $
    3.8Facility Closing Costs
    
    
    3.6
    
    
    
    
    
    
    
    (0.6
    )
    
    
    3.0Total
    
    $
    7.9
    
    
    $
    1.4
    
    
    $
    (2.5
    )
    
    $
    6.8
    (a)
 
 (a)
    
    Includes $4.4 million classified as other long-term liabilities as of July 4, 2004. (5) INVENTORIES
  July 3,
    
    
    December 31,2005
    
    
    2004Raw materials
    
    $
    31,623
    
    
    $
    35,849Work in process
    
    
    37,253
    
    
    
    38,758Finished goods
    
    
    33,264
    
    
    
    30,660$
    102,140
    
    
    $
    105,267
 (6) COMPREHENSIVE NET LOSS
  July 3,
    
    
    December 31,2005
    
    
    2004Foreign Currency Translation Adjustment
    
    $
    (11,055
    )
    
    $
    220Minimum Pension Liability Adjustment
    
    
    (18,034
    )
    
    
    (19,258
    )Total Accumulated Other Comprehensive Loss
    
    $
    (29,089
    )
    
    $
    (19,038
    )
  Three Months Ended
    
    
    Six Months EndedJuly 3,
    
    
    July 4,
    
    
    July 3,
    
    
    July 4,2005
    
    
    2004
    
    
    2005
    
    
    2004(As Restated)
    
    
    
    
    
    
    (As Restated)Net Income (Loss)
    
    $
    (2,967
    )
    
    $
    (9,588
    )
    
    $
    3,019
    
    
    $
    (14,258
    )Foreign Currency Translation Adjustment
    
    
    (6,703
    )
    
    
    59
    
    
    
    (10,051
    )
    
    
    (1,375
    )Comprehensive Loss
    
    $
    (9,670
    )
    
    $
    (9,529
    )
    
    $
    (7,032
    )
    
    $
    (15,633
    )
 (7) BENEFIT PLANS
   8




---



##### 



U.S.
 For the Three Months Ended
    
    
    For the Six Months EndedJuly 3, 2005
    
    
    July 4, 2004
    
    
    July 3, 2005
    
    
    July 4, 2004Service cost
    
    $
    321
    
    
    $
    252
    
    
    $
    642
    
    
    $
    504Interest cost
    
    
    716
    
    
    
    686
    
    
    
    1,432
    
    
    
    1,372Return on assets
    
    
    (729
    )
    
    
    (678
    )
    
    
    (1,458
    )
    
    
    (1,356
    )Recognized loss
    
    
    51
    
    
    
    5
    
    
    
    102
    
    
    
    10Recognized prior service cost
    
    
    141
    
    
    
    122
    
    
    
    282
    
    
    
    244Net periodic pension cost
    
    $
    500
    
    
    $
    387
    
    
    $
    1,000
    
    
    $
    774
 Non-U.S.
 For the Three Months Ended
    
    
    For the Six Months EndedJuly 3, 2005
    
    
    July 4, 2004
    
    
    July 3, 2005
    
    
    July 4, 2004Service cost
    
    $
    105
    
    
    $
    88
    
    
    $
    196
    
    
    $
    177Interest cost
    
    
    1,079
    
    
    
    1,129
    
    
    
    2,206
    
    
    
    2,259Return on assets
    
    
    (893
    )
    
    
    (864
    )
    
    
    (1,843
    )
    
    
    (1,727
    )Recognized loss
    
    
    150
    
    
    
    208
    
    
    
    310
    
    
    
    415Net periodic pension cost
    
    $
    441
    
    
    $
    561
    
    
    $
    869
    
    
    $
    1,124
   U.S.
 For the Three Months Ended
    
    
    For the Six Months EndedJuly 3, 2005
    
    
    July 4, 2004
    
    
    July 3, 2005
    
    
    July 4, 2004Service cost
    
    $
    98
    
    
    $
    87
    
    
    $
    196
    
    
    $
    174Interest cost
    
    
    373
    
    
    
    351
    
    
    
    746
    
    
    
    702Recognized loss
    
    
    80
    
    
    
    48
    
    
    
    160
    
    
    
    96Recognized prior service cost
    
    
    (213
    )
    
    
    (226
    )
    
    
    (426
    )
    
    
    (452
    )Net periodic pension cost
    
    $
    338
    
    
    $
    260
    
    
    $
    676
    
    
    $
    520
   9




---



##### 



(8) BUSINESS SEGMENTS
   Three Months Ended
    
    
    Six Months EndedJuly 3,
    
    
    July 4,
    
    
    July 3,
    
    
    July 4,2005
    
    
    2004
    
    
    2005
    
    
    2004(As Restated)
    
    
    
    
    
    
    (As Restated)REVENUES FROM EXTERNAL CUSTOMERS:Aerosol
    
    $
    107,449
    
    
    $
    94,173
    
    
    $
    212,571
    
    
    $
    186,328International
    
    
    73,582
    
    
    
    70,522
    
    
    
    153,180
    
    
    
    148,920Paint, Plastic & General Line
    
    
    41,443
    
    
    
    37,199
    
    
    
    78,068
    
    
    
    70,625Custom & Specialty
    
    
    7,933
    
    
    
    9,915
    
    
    
    17,033
    
    
    
    19,403Total revenues
    
    $
    230,407
    
    
    $
    211,809
    
    
    $
    460,852
    
    
    $
    425,276INCOME (LOSS) BEFORE INCOME TAXES:Aerosol
    
    $
    16,598
    
    
    $
    15,014
    
    
    $
    38,352
    
    
    $
    29,818International
    
    
    (1,223
    )
    
    
    (2,676
    )
    
    
    (720
    )
    
    
    (4,246
    )Paint, Plastic & General Line
    
    
    3,499
    
    
    
    4,128
    
    
    
    7,890
    
    
    
    7,633Custom & Specialty
    
    
    1,274
    
    
    
    (461
    )
    
    
    3,772
    
    
    
    (816
    )Total Segment Income From Operations
    
    
    20,148
    
    
    
    16,005
    
    
    
    49,294
    
    
    
    32,389Unallocated Selling, General &
Administrative Expenses (a)
    
    
    (6,393
    )
    
    
    (7,210
    )
    
    
    (14,448
    )
    
    
    (13,554
    )Special Charges (b)
    
    
    (1,517
    )
    
    
    (922
    )
    
    
    (2,030
    )
    
    
    (1,404
    )Other Income (Expense) (c)
    
    
    25
    
    
    
    (2
    )
    
    
    192
    
    
    
    378Interest Expense
    
    
    (13,913
    )
    
    
    (12,865
    )
    
    
    (26,853
    )
    
    
    (25,582
    )Bank Financing Fees
    
    
    (731
    )
    
    
    (1,218
    )
    
    
    (1,460
    )
    
    
    (2,596
    )Loss from Early Extinguishment of Debt
    
    
    
    
    
    
    (5,508
    )
    
    
    
    
    
    
    (5,508
    )Loss Before Income Taxes
    
    $
    (2,381
    )
    
    $
    (11,720
    )
    
    $
    4,695
    
    
    $
    (15,877
    )
 
 (a)
    
    Represents domestic Selling, General & Administrative expenses. The
Company does not allocate these costs to its domestic segments.(b)
    
    Management does not evaluate segment performance including such charges.
See Note (4) for further information on the Companys special charges.(c)
    
    Other income represents the Companys share of the net income of its joint
venture equity investment in Argentina, and dividends related to a cost based
investment. (9) COMMITMENTS AND CONTINGENCIES
 Environmental
  10




---



##### 



Legal
   11




---



##### 



(10) SUBSIDIARY GUARANTOR INFORMATION
    12




---



##### 



U.S. CAN CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JULY 3, 2005
(unaudited)
(000s omitted)
 USC Europe/ MayUSC May
    
    
    Verpackungen GmbHU.S. Can
    
    
    United States
    
    
    Verpackungen
    
    
    & Co., KG (Non-
    
    
    
    
    
    
    U.S. CanCorporation
    
    
    Can Company
    
    
    Holding (Guarantor
    
    
    Guarantor
    
    
    
    
    
    
    Corporation(Parent)
    
    
    (Issuer)
    
    
    Subsidiaries)
    
    
    Subsidiaries)
    
    
    Eliminations
    
    
    ConsolidatedNET SALES
    
    $
    
    
    
    $
    307,672
    
    
    $
    
    
    
    $
    153,180
    
    
    $
    
    
    
    $
    460,852COST OF SALES
    
    
    
    
    
    
    257,656
    
    
    
    
    
    
    
    147,963
    
    
    
    
    
    
    
    405,619Gross profit
    
    
    
    
    
    
    50,016
    
    
    
    
    
    
    
    5,217
    
    
    
    
    
    
    
    55,233SELLING, GENERAL
AND ADMINISTRATIVE
EXPENSES
    
    
    
    
    
    
    14,450
    
    
    
    
    
    
    
    5,937
    
    
    
    
    
    
    
    20,387SPECIAL CHARGES
    
    
    
    
    
    
    558
    
    
    
    
    
    
    
    1,472
    
    
    
    
    
    
    
    2,030OTHER INCOME
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (192
    )
    
    
    
    
    
    
    (192
    )INTEREST (INCOME)
EXPENSE
    
    
    
    
    
    
    23,856
    
    
    
    3,258
    
    
    
    (261
    )
    
    
    
    
    
    
    26,853BANK FINANCING FEES
    
    
    
    
    
    
    1,460
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,460EQUITY INCOME
(LOSS) FROM
SUBSIDIARIES
    
    
    3,019
    
    
    
    (6,673
    )
    
    
    1,000
    
    
    
    
    
    
    
    2,654
    
    
    
    Income (loss)
before income
taxes
    
    
    3,019
    
    
    
    3,019
    
    
    
    (2,258
    )
    
    
    (1,739
    )
    
    
    2,654
    
    
    
    4,695PROVISION FOR
INCOME TAXES
    
    
    
    
    
    
    
    
    
    
    154
    
    
    
    1,522
    
    
    
    
    
    
    
    1,676NET INCOME (LOSS)
    
    
    3,019
    
    
    
    3,019
    
    
    
    (2,412
    )
    
    
    (3,261
    )
    
    
    2,654
    
    
    
    3,019PREFERRED STOCK
DIVIDEND
REQUIREMENT
    
    
    (8,282
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (8,282
    )NET INCOME (LOSS)
ATTRIBUTABLE TO
COMMON STOCKHOLDERS
    
    $
    (5,263
    )
    
    $
    3,019
    
    
    $
    (2,412
    )
    
    $
    (3,261
    )
    
    $
    2,654
    
    
    $
    (5,263
    )
 13




---



##### 



U.S. CAN CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
RESTATED FOR THE SIX MONTHS ENDED JULY 4, 2004
(unaudited)
(000s omitted)
 Restated
    
    
    USC May
    
    
    USC Europe/ MayRestated
    
    
    United
    
    
    Verpackungen
    
    
    Verpackungen
    
    
    
    
    
    
    RestatedU.S. Can
    
    
    States Can
    
    
    Holding
    
    
    GmbH & Co., KG
    
    
    
    
    
    
    U.S. CanCorporation
    
    
    Company
    
    
    (Guarantor
    
    
    (Non-Guarantor
    
    
    Restated
    
    
    Corporation(Parent)
    
    
    (Issuer)
    
    
    Subsidiaries)
    
    
    Subsidiaries)
    
    
    Eliminations
    
    
    ConsolidatedNET SALES
    
    $
    
    
    
    $
    276,356
    
    
    $
    
    
    
    $
    148,920
    
    
    $
    
    
    
    $
    425,276COST OF SALES
    
    
    
    
    
    
    239,716
    
    
    
    
    
    
    
    146,482
    
    
    
    
    
    
    
    386,198Gross profit
    
    
    
    
    
    
    36,640
    
    
    
    
    
    
    
    2,438
    
    
    
    
    
    
    
    39,078SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES
    
    
    
    
    
    
    13,555
    
    
    
    
    
    
    
    6,688
    
    
    
    
    
    
    
    20,243SPECIAL CHARGES
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,404
    
    
    
    
    
    
    
    1,404OTHER INCOME
    
    
    
    
    
    
    (224
    )
    
    
    
    
    
    
    (154
    )
    
    
    
    
    
    
    (378
    )INTEREST EXPENSE
    
    
    
    
    
    
    22,025
    
    
    
    2,706
    
    
    
    851
    
    
    
    
    
    
    
    25,582BANK FINANCING FEES
    
    
    
    
    
    
    2,384
    
    
    
    
    
    
    
    212
    
    
    
    
    
    
    
    2,596LOSS FROM EARLYEXTINGUISHMENT OF DEBT
    
    
    
    
    
    
    5,508
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,508EQUITY LOSS
FROM SUBSIDIARIES
    
    
    (14,258
    )
    
    
    (10,042
    )
    
    
    (1,816
    )
    
    
    
    
    
    
    26,116
    
    
    
    Loss before income taxes
    
    
    (14,258
    )
    
    
    (16,650
    )
    
    
    (4,522
    )
    
    
    (6,563
    )
    
    
    26,116
    
    
    
    (15,877
    )PROVISION FOR
INCOME TAXES
    
    
    
    
    
    
    (2,392
    )
    
    
    
    
    
    
    773
    
    
    
    
    
    
    
    (1,619
    )NET LOSS
    
    
    (14,258
    )
    
    
    (14,258
    )
    
    
    (4,522
    )
    
    
    (7,336
    )
    
    
    26,116
    
    
    
    (14,258
    )PREFERRED STOCK DIVIDEND
REQUIREMENT
    
    
    (7,584
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7,584
    )NET LOSS ATTRIBUTABLE TO
COMMON STOCKHOLDERS
    
    $
    (21,842
    )
    
    $
    (14,258
    )
    
    $
    (4,522
    )
    
    $
    (7,336
    )
    
    $
    26,116
    
    
    $
    (21,842
    )
 14




---



##### 



U.S. CAN CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 CONDENSED CONSOLIDATING BALANCE SHEET
AS OF JULY 3, 2005
(unaudited)
(000s omitted)
 USC Europe/USC May
    
    
    MayVerpackungen
    
    
    VerpackungenU.S. Can
    
    
    United States
    
    
    Holding
    
    
    GmbH (Non-
    
    
    
    
    
    
    U.S. CanCorporation
    
    
    Can Company
    
    
    (Subsidiary
    
    
    Guarantor
    
    
    
    
    
    
    Corporation(Parent)
    
    
    (Issuer)
    
    
    Guarantor)
    
    
    Subsidiaries)
    
    
    Eliminations
    
    
    ConsolidatedCURRENT ASSETS:Cash and cash equivalents
    
    $
    
    
    
    $
    274
    
    
    $
    
    
    
    $
    2,299
    
    
    $
    
    
    
    $
    2,573Accounts receivable
    
    
    
    
    
    
    69,335
    
    
    
    
    
    
    
    29,815
    
    
    
    
    
    
    
    99,150Inventories
    
    
    
    
    
    
    65,751
    
    
    
    
    
    
    
    36,389
    
    
    
    
    
    
    
    102,140Deferred income taxes
    
    
    
    
    
    
    6,573
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,573Other current assets
    
    
    
    
    
    
    8,041
    
    
    
    
    
    
    
    17,788
    
    
    
    
    
    
    
    25,829Total current assets
    
    
    
    
    
    
    149,974
    
    
    
    
    
    
    
    86,291
    
    
    
    
    
    
    
    236,265NET PROPERTY, PLANT AND
EQUIPMENT
    
    
    
    
    
    
    122,720
    
    
    
    
    
    
    
    87,258
    
    
    
    
    
    
    
    209,978GOODWILL
    
    
    
    
    
    
    27,384
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    27,384DEFERRED INCOME TAXES
    
    
    
    
    
    
    22,867
    
    
    
    
    
    
    
    293
    
    
    
    
    
    
    
    23,160OTHER NON-CURRENT ASSETS
    
    
    
    
    
    
    35,245
    
    
    
    
    
    
    
    12,185
    
    
    
    
    
    
    
    47,430INTERCOMPANY
ADVANCES
    
    
    
    
    
    
    293,925
    
    
    
    
    
    
    
    
    
    
    
    (293,925
    )
    
    
    INVESTMENT IN
SUBSIDIARIES
    
    
    
    
    
    
    
    
    
    
    60,053
    
    
    
    
    
    
    
    (60,053
    )
    
    
    Total assets
    
    $
    
    
    
    $
    652,115
    
    
    $
    60,053
    
    
    $
    186,027
    
    
    $
    (353,978
    )
    
    $
    544,217CURRENT LIABILITIESCurrent maturities of
long-term debt
    
    $
    
    
    
    $
    3,803
    
    
    $
    
    
    
    $
    2,354
    
    
    $
    
    
    
    $
    6,157Accounts payable
    
    
    
    
    
    
    41,343
    
    
    
    
    
    
    
    46,637
    
    
    
    
    
    
    
    87,980Restructuring reserves
    
    
    
    
    
    
    998
    
    
    
    
    
    
    
    2,451
    
    
    
    
    
    
    
    3,449Income taxes payable
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,591
    
    
    
    
    
    
    
    1,591Accrued Expenses
    
    
    
    
    
    
    48,523
    
    
    
    
    
    
    
    13,526
    
    
    
    
    
    
    
    62,049Total current liabilities
    
    
    
    
    
    
    94,667
    
    
    
    
    
    
    
    66,559
    
    
    
    
    
    
    
    161,226TOTAL LONG TERM DEBT
    
    
    854
    
    
    
    557,804
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    558,658LONG-TERM LIABILITIES PURSUANT
TO EMPLOYEE BENEFIT PLANS
    
    
    
    
    
    
    39,343
    
    
    
    896
    
    
    
    23,683
    
    
    
    
    
    
    
    63,922OTHER LONG-TERM LIABILITIES
    
    
    
    
    
    
    2,628
    
    
    
    
    
    
    
    990
    
    
    
    
    
    
    
    3,618PREFERRED STOCK
    
    
    170,536
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    170,536INTERCOMPANY LOANS
    
    
    112,056
    
    
    
    
    
    
    
    130,218
    
    
    
    51,651
    
    
    
    (293,925
    )
    
    
    INVESTMENT IN
SUBSIDIARIES
    
    
    130,297
    
    
    
    87,970
    
    
    
    
    
    
    
    
    
    
    
    (218,267
    )
    
    
    STOCKHOLDERS EQUITY / (DEFICIT)
    
    
    (413,743
    )
    
    
    (130,297
    )
    
    
    (71,061
    )
    
    
    43,144
    
    
    
    158,214
    
    
    
    (413,743
    )Total liabilities and
stockholders equity
    
    $
    
    
    
    $
    652,115
    
    
    $
    60,053
    
    
    $
    186,027
    
    
    $
    (353,978
    )
    
    $
    544,217
 15




---



##### 



U.S. CAN CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 CONDENSED CONSOLIDATING BALANCE SHEET
AS OF DECEMBER 31, 2004
(unaudited)
(000s omitted)
 USCUSC May
    
    
    Europe/MayVerpackungen
    
    
    VerpackungenU.S. Can
    
    
    United States
    
    
    Holding
    
    
    GmbH (Non-
    
    
    
    
    
    
    U.S. CanCorporation
    
    
    Can Company
    
    
    (Subsidiary
    
    
    Guarantor
    
    
    
    
    
    
    Corporation(Parent)
    
    
    (Issuer)
    
    
    Guarantor)
    
    
    Subsidiaries)
    
    
    Eliminations
    
    
    ConsolidatedCURRENT ASSETS:Cash and cash equivalents
    
    $
    
    
    
    $
    927
    
    
    $
    
    
    
    $
    6,181
    
    
    $
    
    
    
    $
    7,108Accounts receivable
    
    
    
    
    
    
    50,115
    
    
    
    
    
    
    
    28,408
    
    
    
    
    
    
    
    78,523Inventories
    
    
    
    
    
    
    62,861
    
    
    
    
    
    
    
    42,406
    
    
    
    
    
    
    
    105,267Deferred income taxes
    
    
    
    
    
    
    6,660
    
    
    
    
    
    
    
    865
    
    
    
    
    
    
    
    7,525Other current assets
    
    
    
    
    
    
    8,376
    
    
    
    
    
    
    
    22,435
    
    
    
    
    
    
    
    30,811Total current assets
    
    
    
    
    
    
    128,939
    
    
    
    
    
    
    
    100,295
    
    
    
    
    
    
    
    229,234NET PROPERTY, PLANT AND
EQUIPMENT
    
    
    
    
    
    
    126,418
    
    
    
    
    
    
    
    100,604
    
    
    
    
    
    
    
    227,022GOODWILL
    
    
    
    
    
    
    27,384
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    27,384DEFERRED INCOME TAXES
    
    
    
    
    
    
    22,867
    
    
    
    
    
    
    
    332
    
    
    
    
    
    
    
    23,199OTHER NON-CURRENT ASSETS
    
    
    
    
    
    
    36,715
    
    
    
    
    
    
    
    14,198
    
    
    
    
    
    
    
    50,913INTERCOMPANY
ADVANCES
    
    
    
    
    
    
    286,028
    
    
    
    
    
    
    
    
    
    
    
    (286,028
    )
    
    
    INVESTMENT IN
SUBSIDIARIES
    
    
    
    
    
    
    
    
    
    
    64,954
    
    
    
    
    
    
    
    (64,954
    )
    
    
    Total assets
    
    $
    
    
    
    $
    628,351
    
    
    $
    64,954
    
    
    $
    215,429
    
    
    $
    (350,982
    )
    
    $
    557,752CURRENT
LIABILITIESCurrent maturities of
long-term debt
    
    $
    
    
    
    $
    3,965
    
    
    $
    
    
    
    $
    5,480
    
    
    $
    
    
    
    $
    9,445Accounts payable
    
    
    
    
    
    
    41,716
    
    
    
    
    
    
    
    59,262
    
    
    
    
    
    
    
    100,978Restructuring reserves
    
    
    
    
    
    
    1,947
    
    
    
    
    
    
    
    2,400
    
    
    
    
    
    
    
    4,347Income taxes payable
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    479
    
    
    
    
    
    
    
    479Other current liabilities
    
    
    
    
    
    
    39,244
    
    
    
    
    
    
    
    16,318
    
    
    
    
    
    
    
    55,562Total current liabilities
    
    
    
    
    
    
    86,872
    
    
    
    
    
    
    
    83,939
    
    
    
    
    
    
    
    170,811TOTAL LONG TERM DEBT
    
    
    854
    
    
    
    549,697
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    550,551LONG-TERM LIABILITIES PURSUANT
TO EMPLOYEE BENEFIT PLANS
    
    
    
    
    
    
    41,652
    
    
    
    591
    
    
    
    26,639
    
    
    
    
    
    
    
    68,882OTHER LONG-TERM
LIABILITIES
    
    
    
    
    
    
    2,782
    
    
    
    
    
    
    
    902
    
    
    
    
    
    
    
    3,684PREFERRED STOCK
    
    
    162,253
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    162,253INTERCOMPANY LOANS
    
    
    112,057
    
    
    
    
    
    
    
    127,111
    
    
    
    46,860
    
    
    
    (286,028
    )
    
    
    INVESTMENT IN
SUBSIDIARIES
    
    
    123,265
    
    
    
    70,613
    
    
    
    
    
    
    
    
    
    
    
    (193,878
    )
    
    
    STOCKHOLDERS EQUITY / (DEFICIT)
    
    
    (398,429
    )
    
    
    (123,265
    )
    
    
    (62,748
    )
    
    
    57,089
    
    
    
    128,924
    
    
    
    (398,429
    )Total liabilities and
stockholders equity
    
    $
    
    
    
    $
    628,351
    
    
    $
    64,954
    
    
    $
    215,429
    
    
    $
    (350,982
    )
    
    $
    557,752
 16




---



##### 



U.S. CAN CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED JULY 3, 2005
(unaudited)
(000s omitted)
 USC MayUnited
    
    
    Verpackungen
    
    
    USC Europe / MayU.S. Can
    
    
    States Can
    
    
    Holding
    
    
    Verpackungen
    
    
    U.S. CanCorporation
    
    
    Company
    
    
    (Subsidiary
    
    
    (Non-Guarantor
    
    
    Corporation(Parent)
    
    
    (Issuer)
    
    
    Guarantor)
    
    
    Subsidiaries)
    
    
    ConsolidatedCASH FLOWS PROVIDED BY (USED IN) OPERATING
ACTIVITIES
    
    $
    
    
    
    $
    6,124
    
    
    $
    (2,420
    )
    
    $
    (4,249
    )
    
    $
    (545
    )CASH FLOWS FROM INVESTING ACTIVITIES:Capital expenditures
    
    
    
    
    
    
    (7,558
    )
    
    
    
    
    
    
    (3,196
    )
    
    
    (10,754
    )Proceeds from sale of property
    
    
    
    
    
    
    120
    
    
    
    
    
    
    
    232
    
    
    
    352Dividends from Formametal S.A.
    
    
    
    
    
    
    669
    
    
    
    
    
    
    
    
    
    
    
    669Net cash used for investing activities
    
    
    
    
    
    
    (6,769
    )
    
    
    
    
    
    
    (2,964
    )
    
    
    (9,733
    )CASH FLOWS FROM FINANCING ACTIVITIES:Changes in intercompany advances
    
    
    
    
    
    
    (7,896
    )
    
    
    2,420
    
    
    
    5,476
    
    
    
    Net borrowings under revolving line of credit
    
    
    
    
    
    
    9,700
    
    
    
    
    
    
    
    
    
    
    
    9,700Payments of Tranche B loan
    
    
    
    
    
    
    (1,250
    )
    
    
    
    
    
    
    
    
    
    
    (1,250
    )Payments of other long-term debt
    
    
    
    
    
    
    (773
    )
    
    
    
    
    
    
    (2,664
    )
    
    
    (3,437
    )Borrowings of other debt
    
    
    
    
    
    
    268
    
    
    
    
    
    
    
    
    
    
    
    268Payments of debt financing costs
    
    
    
    
    
    
    (57
    )
    
    
    
    
    
    
    
    
    
    
    (57
    )Net cash provided by (used in) financing
Activities
    
    
    
    
    
    
    (8
    )
    
    
    2,420
    
    
    
    2,812
    
    
    
    5,224EFFECT OF EXCHANGE RATE CHANGES ON CASH
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    519
    
    
    
    519DECREASE IN CASH AND
CASH EQUIVALENTS
    
    
    
    
    
    
    (653
    )
    
    
    
    
    
    
    (3,882
    )
    
    
    (4,535
    )CASH AND CASH EQUIVALENTS, beginning of period
    
    
    
    
    
    
    927
    
    
    
    
    
    
    
    6,181
    
    
    
    7,108CASH AND CASH EQUIVALENTS, end of period
    
    $
    
    
    
    $
    274
    
    
    $
    
    
    
    $
    2,299
    
    
    $
    2,573
 17




---



##### 



U.S. CAN CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED JULY 4, 2004
(unaudited)
(000s omitted)
 USC May
    
    
    USC Europe / MayU.S. Can
    
    
    United States
    
    
    Verpackungen
    
    
    Verpackungen (Non-
    
    
    U.S. CanCorporation
    
    
    Can Company
    
    
    Holding (Subsidiary
    
    
    Guarantor
    
    
    Corporation(Parent)
    
    
    (Issuer)
    
    
    Guarantor)
    
    
    Subsidiaries)
    
    
    ConsolidatedCASH FLOWS (USED IN) PROVIDED BY OPERATING
ACTIVITIES
    
    $
    
    
    
    $
    55
    
    
    $
    (4,528
    )
    
    $
    (1,045
    )
    
    $
    (5,518
    )CASH FLOWS FROM INVESTING ACTIVITIES:Capital expenditures
    
    
    
    
    
    
    (6,133
    )
    
    
    
    
    
    
    (1,320
    )
    
    
    (7,453
    )Proceeds from sale of property
    
    
    
    
    
    
    1,019
    
    
    
    
    
    
    
    57
    
    
    
    1,076Dividends from Formametal S.A.
    
    
    
    
    
    
    608
    
    
    
    
    
    
    
    
    
    
    
    608Net cash used in investing activities
    
    
    
    
    
    
    (4,506
    )
    
    
    
    
    
    
    (1,263
    )
    
    
    (5,769
    )CASH FLOWS FROM FINANCING ACTIVITIES:Changes in intercompany advances
    
    
    
    
    
    
    (19,360
    )
    
    
    4,528
    
    
    
    14,832
    
    
    
    Proceeds from Term B loan
    
    
    
    
    
    
    250,000
    
    
    
    
    
    
    
    
    
    
    
    250,000Net payments under revolving line of credit
    
    
    
    
    
    
    (42,100
    )
    
    
    
    
    
    
    
    
    
    
    (42,100
    )Payments of Tranche A loan
    
    
    
    
    
    
    (38,706
    )
    
    
    
    
    
    
    
    
    
    
    (38,706
    )Payments of Tranche B loan
    
    
    
    
    
    
    (130,175
    )
    
    
    
    
    
    
    
    
    
    
    (130,175
    )Payments of Tranche C loan
    
    
    
    
    
    
    (20,000
    )
    
    
    
    
    
    
    
    
    
    
    (20,000
    )Payments of other long-term debt
    
    
    
    
    
    
    (1,614
    )
    
    
    
    
    
    
    (16,522
    )
    
    
    (18,136
    )Borrowings of other long-term debt
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,656
    
    
    
    3,656Payments of debt financing costs
    
    
    
    
    
    
    (5,485
    )
    
    
    
    
    
    
    
    
    
    
    (5,485
    )Net cash (used in) provided by financing
Activities
    
    
    
    
    
    
    (7,440
    )
    
    
    4,528
    
    
    
    1,966
    
    
    
    (946
    )EFFECT OF EXCHANGE RATE CHANGES ON CASH
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (614
    )
    
    
    (614
    )DECREASE IN CASH AND
CASH EQUIVALENTS
    
    
    
    
    
    
    (11,891
    )
    
    
    
    
    
    
    (956
    )
    
    
    (12,847
    )CASH AND CASH EQUIVALENTS, beginning of
period
    
    
    
    
    
    
    16,854
    
    
    
    
    
    
    
    6,110
    
    
    
    22,964CASH AND CASH EQUIVALENTS, end of period
    
    $
    
    
    
    $
    4,963
    
    
    $
    
    
    
    $
    5,154
    
    
    $
    10,117
 18




---



##### 



Item 2. Managements Discussion and Analysis of Financial Condition and Results of
Operations
   Use of Estimates; Significant Accounting Policies
  Results of Operations
 Three months ended July 3, 2005, as compared to the three months ended July 4, 2004
  For the quarterly period ended July 3, 2005 and July 4, 2004Revenue
    
    
    Gross Profit
    
    
    Percentage to Sales2005
    
    
    2004
    
    
    2005
    
    
    2004
    
    
    2005
    
    
    2004(As Restated)
    
    
    
    
    
    
    (As Restated)Aerosol
    
    $
    107,449
    
    
    $
    94,173
    
    
    $
    16,598
    
    
    $
    15,014
    
    
    
    15.4
    %
    
    
    15.9
    %International
    
    
    73,582
    
    
    
    70,522
    
    
    
    1,863
    
    
    
    553
    
    
    
    2.5
    %
    
    
    0.8
    %Paint, Plastic & General Line
    
    
    41,443
    
    
    
    37,199
    
    
    
    3,499
    
    
    
    4,128
    
    
    
    8.4
    %
    
    
    11.1
    %Custom & Specialty
    
    
    7,933
    
    
    
    9,915
    
    
    
    1,274
    
    
    
    (461
    )
    
    
    16.1
    %
    
    
    (4.6
    )%Total
    
    $
    230,407
    
    
    $
    211,809
    
    
    $
    23,234
    
    
    $
    19,234
    
    
    
    10.1
    %
    
    
    9.1
    %
   19




---



##### 



July 3,April 3, 2005
    
    
    
    
    
    
    Cash
    
    
    
    
    
    
    2005Balance
    
    
    Additions
    
    
    Payments
    
    
    Other (b)
    
    
    BalanceEmployee Separation
    
    $
    3.0
    
    
    $
    1.0
    
    
    $
    (0.8
    )
    
    $
    (0.2
    )
    
    $
    3.0Facility Closing Costs
    
    
    3.5
    
    
    
    0.5
    
    
    
    (0.6
    )
    
    
    
    
    
    
    3.4Total
    
    $
    6.5
    
    
    $
    1.5
    
    
    $
    (1.4
    )
    
    $
    (0.2
    )
    
    $
    6.4
    (a)
 
 (a)
    
    Includes $3.0 million classified as other long-term liabilities as of July 3, 2005.(b)
    
    Non-cash foreign currency translation impact.     Six-month period ended July 3, 2005, as compared to the six month period ended July 4, 2004
  20




---



##### 



For the six month periods ended July 3, 2005 and July 4, 2004Revenue
    
    
    Gross Profit
    
    
    Percentage to Sales2005
    
    
    2004
    
    
    2005
    
    
    2004
    
    
    2005
    
    
    2004(As Restated)
    
    
    
    
    
    
    (As Restated)Aerosol
    
    $
    212,571
    
    
    $
    186,328
    
    
    $
    38,352
    
    
    $
    29,818
    
    
    
    18.0
    %
    
    
    16.0
    %International
    
    
    153,180
    
    
    
    148,920
    
    
    
    5,219
    
    
    
    2,443
    
    
    
    3.4
    %
    
    
    1.6
    %Paint, Plastic & General Line
    
    
    78,068
    
    
    
    70,625
    
    
    
    7,890
    
    
    
    7,633
    
    
    
    10.1
    %
    
    
    10.8
    %Custom & Specialty
    
    
    17,033
    
    
    
    19,403
    
    
    
    3,772
    
    
    
    (816
    )
    
    
    22.1
    %
    
    
    (4.2
    )%Total
    
    $
    460,852
    
    
    $
    425,276
    
    
    $
    55,233
    
    
    $
    39,078
    
    
    
    12.0
    %
    
    
    9.2
    %
     21




---



##### 



January 1,
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    July 3,2005
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2005Balance
    
    
    Additions
    
    
    Cash Payments
    
    
    Other (b)
    
    
    BalanceEmployee Separation
    
    $
    3.2
    
    
    $
    1.4
    
    
    $
    (1.3
    )
    
    $
    (0.3
    )
    
    $
    3.0Facility Closing
Costs
    
    
    4.1
    
    
    
    0.6
    
    
    
    (1.3
    )
    
    
    
    
    
    
    3.4Total
    
    $
    7.3
    
    
    $
    2.0
    
    
    $
    (2.6
    )
    
    $
    (0.3
    )
    
    $
    6.4
    (a)
 
 (a)
    
    Includes $3.0 million classified as other long-term liabilities as of July 3,
2005.(b)
    
    Non-cash foreign currency translation impact.    Liquidity and Capital Resources
    22




---



##### 



Item 3. Quantitative and Qualitative Disclosures About Market Risk
  23




---



##### 



Item 4. Controls and Procedures
         §
    
    In December 2004, the Company hired a new Finance Director for its Laon, France facility.
 §
    
    The Company has hired an internal auditor to provide internal audit
services for the Company, including the Companys European operations.
 24




---



##### 



§
    
    The Company continues the process of implementing a detailed system at each
European location to provide support to the audit process, including reports,
checklists and site visits.
    25




---



##### 



PART II
OTHER INFORMATION
 
 Item 1. Legal Proceedings
 Environmental Matters
     Litigation
   
 Item 5. Other Information
  26




---



##### 



Item 6. Exhibits
 (a)
    
    Exhibits
 31.1
    
    Certification of Chief Executive Officer Pursuant to Section
13a-15 of the Securities and Exchange Act of 193431.2
    
    Certification of Chief Financial Officer Pursuant to Section
13a-15 of the Securities and Exchange Act of 193432.1
    
    Certification of Chief Executive Officer Pursuant to 18 U.S.C.
135032.2
    
    Certification of Chief Financial Officer Pursuant to 18 U.S.C.
1350
 27




---



##### 



SIGNATURES
  U.S. CAN CORPORATIONDate: October 4, 2005
    
    By:
    
    /s/ Michael M. RajkovicMichael M. RajkovicExecutive Vice President andChief Financial Officer(Duly authorized officer andprincipal financial officer)
 28