##### 



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 þ
    
    Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the quarterly period ended October 2, 2005
 OR
 o
    
    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 333-53276
 U.S. CAN CORPORATION
  DELAWARE
    
    06-1094196(State or other jurisdiction
    
    (I.R.S. Employer Identification No.)of incorporation or organization)
 700 EAST BUTTERFIELD ROAD
SUITE 250
LOMBARD, ILLINOIS 60148
 (630) 678-8000
  o þ
  o þ
  o þ




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##### 



U.S. CAN CORPORATION AND SUBSIDIARIES
 FORM 10-Q
 FOR THE QUARTERLY PERIOD ENDED OCTOBER 2, 2005
 TABLE OF CONTENTS
 PagePART I
    
    FINANCIAL INFORMATIONItem 1.
    
    Financial Statements (Unaudited)Consolidated Statements of Operations for the Three and Nine Months Ended October 2, 2005 and October 3, 2004 as Restated
    
    
    3Consolidated Balance Sheets as of October 2, 2005 and December 31, 2004
    
    
    4Consolidated Statements of Cash Flows for the Nine Months Ended October 2, 2005 and October 3, 2004 as Restated
    
    
    5Notes to Consolidated Financial Statements
    
    
    6Item 2.
    
    Management's Discussion and Analysis of Financial Condition and Results of Operations
    
    
    20Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    24Item 4.
    
    Controls and Procedures
    
    
    24PART II
    
    OTHER INFORMATIONItem 1.
    
    Legal Proceedings
    
    
    26Item 5.
    
    Other Information
    
    
    27Item 6.
    
    Exhibits
    
    
    27
  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
    
    
    Nine Months EndedAs Restated(See Note (2))October 2,
    
    
    October 3,
    
    
    October 2,
    
    
    October 3,2005
    
    
    2004
    
    
    2005
    
    
    2004(Unaudited)Net Sales
    
    $
    209,221
    
    
    $
    207,263
    
    
    $
    670,073
    
    
    $
    632,539Cost of Sales
    
    
    190,559
    
    
    
    185,341
    
    
    
    596,178
    
    
    
    571,539Gross Profit
    
    
    18,662
    
    
    
    21,922
    
    
    
    73,895
    
    
    
    61,000Selling, General and Administrative Expenses
    
    
    9,792
    
    
    
    10,150
    
    
    
    30,179
    
    
    
    30,393Special Charges
    
    
    34
    
    
    
    4,012
    
    
    
    2,064
    
    
    
    5,416Other Income
    
    
    (244
    )
    
    
    (54
    )
    
    
    (436
    )
    
    
    (432
    )Interest Expense
    
    
    14,020
    
    
    
    12,665
    
    
    
    40,873
    
    
    
    38,246Bank Financing Fees
    
    
    732
    
    
    
    890
    
    
    
    2,192
    
    
    
    3,486Loss on Early Extinguishment of Debt
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,508Loss Before Income Taxes
    
    
    (5,672
    )
    
    
    (5,741
    )
    
    
    (977
    )
    
    
    (21,617
    )Provision (Benefit) for Income Taxes
    
    
    2,617
    
    
    
    (466
    )
    
    
    4,293
    
    
    
    (2,085
    )Net Loss
    
    
    (8,289
    )
    
    
    (5,275
    )
    
    
    (5,270
    )
    
    
    (19,532
    )Preferred Stock Dividend Requirement
    
    
    (4,252
    )
    
    
    (3,853
    )
    
    
    (12,534
    )
    
    
    (11,437
    )Net Loss Attributable to Common Stockholders
    
    $
    (12,541
    )
    
    $
    (9,128
    )
    
    $
    (17,804
    )
    
    $
    (30,969
    )
 
 3




---



##### 



U.S. CAN CORPORATION AND SUBSIDIARIES
 
 CONSOLIDATED BALANCE SHEETS
 (000s omitted, except per share data)
 October 2,
    
    
    December 31,2005
    
    
    2004(Unaudited)ASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    6,105
    
    
    $
    7,108Accounts receivable, net of allowances
    
    
    78,515
    
    
    
    78,523Inventories
    
    
    100,166
    
    
    
    105,267Deferred income taxes
    
    
    6,573
    
    
    
    7,525Other current assets
    
    
    35,105
    
    
    
    30,811Total current assets
    
    
    226,464
    
    
    
    229,234PROPERTY, PLANT AND EQUIPMENT, less accumulated
depreciation and amortization
    
    
    206,156
    
    
    
    227,022GOODWILL
    
    
    27,384
    
    
    
    27,384DEFERRED INCOME TAXES
    
    
    20,442
    
    
    
    23,199OTHER NON-CURRENT ASSETS
    
    
    46,346
    
    
    
    50,913Total assets
    
    $
    526,792
    
    
    $
    557,752LIABILITIES AND STOCKHOLDERS DEFICITCURRENT LIABILITIES:Current maturities of long-term debt and capital lease obligations
    
    $
    5,029
    
    
    $
    9,445Accounts payable
    
    
    84,914
    
    
    
    100,978Accrued expenses
    
    
    66,544
    
    
    
    55,562Restructuring reserves
    
    
    2,948
    
    
    
    4,347Income taxes payable
    
    
    1,889
    
    
    
    479Total current liabilities
    
    
    161,324
    
    
    
    170,811LONG TERM DEBT
    
    
    549,791
    
    
    
    550,551LONG TERM LIABILITIES PURSUANT TO EMPLOYEE
BENEFIT PLANS
    
    
    63,922
    
    
    
    68,882OTHER LONG-TERM LIABILITIES
    
    
    3,624
    
    
    
    3,684Total liabilities
    
    
    778,661
    
    
    
    793,928REDEEMABLE PREFERRED STOCK, 200,000 shares authorized,
106,667 shares issued & outstanding
    
    
    174,788
    
    
    
    162,253STOCKHOLDERS DEFICIT: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
    
    
    (29,463
    )
    
    
    (19,038
    )Accumulated deficit
    
    
    (450,527
    )
    
    
    (432,724
    )Total stockholders deficit
    
    
    (426,657
    )
    
    
    (398,429
    )Total liabilities and stockholders deficit
    
    $
    526,792
    
    
    $
    557,752
 
 4




---



##### 



U.S. CAN CORPORATION AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (000s omitted)
 For the Nine Months EndedOctober 2, 2005
    
    
    October 3, 2004(Restated)(Unaudited)CASH FLOWS FROM OPERATING ACTIVITIES:Net Loss
    
    $
    (5,270
    )
    
    $
    (19,532
    )Adjustments to reconcile net loss to net cash used in
Operating activities -Depreciation and amortization
    
    
    28,651
    
    
    
    32,442Special charges
    
    
    2,064
    
    
    
    5,416Loss from early extinguishment of debt
    
    
    
    
    
    
    5,508Deferred income taxes
    
    
    2,720
    
    
    
    (4,047
    )Change in operating assets and liabilitiesAccounts receivable
    
    
    (2,784
    )
    
    
    (4,828
    )Inventories
    
    
    498
    
    
    
    (10,098
    )Accounts payable
    
    
    (9,875
    )
    
    
    (4,819
    )Accrued expenses
    
    
    8,389
    
    
    
    (3,204
    )Other assets
    
    
    (9,650
    )
    
    
    2,564Other liabilities
    
    
    (535
    )
    
    
    (505
    )Net cash flows from operating activities
    
    
    14,208
    
    
    
    (1,103
    )CASH FLOWS FROM INVESTING ACTIVITIES:Capital expenditures
    
    
    (14,509
    )
    
    
    (9,839
    )Proceeds from sale of property
    
    
    375
    
    
    
    1,075Net cash flows from investing activities
    
    
    (14,134
    )
    
    
    (8,764
    )CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from Term B loan
    
    
    
    
    
    
    250,000Net borrowings (payments) under the revolving line of credit
    
    
    1,700
    
    
    
    (42,100
    )Payments of Tranche A loan
    
    
    
    
    
    
    (38,706
    )Payments of Tranche B loan
    
    
    (1,875
    )
    
    
    (130,175
    )Payments of Tranche C loan
    
    
    
    
    
    
    (20,000
    )Borrowings of other long-term debt
    
    
    268
    
    
    
    646Payments of other long-term debt, including capital lease obligations
    
    
    (4,830
    )
    
    
    (19,989
    )Payment of debt financing costs
    
    
    (65
    )
    
    
    (6,845
    )Net cash flows from financing activities
    
    
    (4,802
    )
    
    
    (7,169
    )EFFECT OF EXCHANGE RATE CHANGES ON CASH
    
    
    3,725
    
    
    
    (442
    )DECREASE IN CASH AND CASH EQUIVALENTS
    
    
    (1,003
    )
    
    
    (17,478
    )CASH AND CASH EQUIVALENTS, beginning of year
    
    
    7,108
    
    
    
    22,964CASH AND CASH EQUIVALENTS, end of period
    
    $
    6,105
    
    
    $
    5,486
 
 5




---



##### 



U.S. CAN CORPORATION AND SUBSIDIARIES
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 2, 2005
(Unaudited)
 (1) PRINCIPLES OF REPORTING
  STOCK-BASED COMPENSATION
   Three Months Ended
    
    
    Nine Months EndedAs Restated(See Note (2))October 2,
    
    
    October 3,
    
    
    October 2,
    
    
    October 3,2005
    
    
    2004
    
    
    2005
    
    
    2004Net Loss
    
    $
    (8,289
    )
    
    $
    (5,275
    )
    
    $
    (5,270
    )
    
    $
    (19,532
    )Stock-Based Compensation Cost,
net of tax  fair value method
    
    
    (18
    )
    
    
    (25
    )
    
    
    (62
    )
    
    
    (81
    )Pro-Forma Net Loss
    
    $
    (8,307
    )
    
    $
    (5,300
    )
    
    $
    (5,332
    )
    
    $
    (19,613
    )
   6




---



##### 



(2) RESTATEMENT
  For the Nine Months EndedOctober 3, 2004(Unaudited)ASAS
    
    PREVIOUSLYRESTATED
    
    REPORTEDCost of Sales
    
    $
    571,539
    
    
    $
    571,905Gross Profit
    
    
    61,000
    
    
    
    60,634Loss before Income Taxes
    
    
    (21,617
    )
    
    
    (22,415
    )Benefit from Income Taxes
    
    
    (2,085
    )
    
    
    (2,390
    )Net Loss
    
    
    (19,532
    )
    
    
    (20,025
    )Net Loss Attributable to Common
Stockholders
    
    
    (30,969
    )
    
    
    (31,462
    )
 (3) SUPPLEMENTAL CASH FLOW INFORMATION
  (4) SPECIAL CHARGES
 2005
   January 1,
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    October 2,2005
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2005Balance
    
    
    Additions
    
    
    Cash Payments
    
    
    Other(b)
    
    
    BalanceEmployee Separation
    
    $
    3.2
    
    
    $
    1.4
    
    
    $
    (1.7
    )
    
    $
    (0.4
    )
    
    $
    2.5Facility Closing
Costs
    
    
    4.1
    
    
    
    0.7
    
    
    
    (1.4
    )
    
    
    
    
    
    
    3.4Total
    
    $
    7.3
    
    
    $
    2.1
    
    
    $
    (3.1
    )
    
    $
    (0.4
    )
    
    $
    5.9
    (a)
 
 (a)
    
    Includes $3.0 million classified as other long-term liabilities as of October
2, 2005.(b)
    
    Non-cash foreign currency translation impact. 7




---



##### 



2004
   January 1,
    
    
    Net
    
    
    
    
    
    
    October 3,2004 Balance
    
    
    Additions
    
    
    Deductions(b)
    
    
    2004 BalanceEmployee Separation
    
    $
    4.3
    
    
    $
    2.5
    
    
    $
    (2.5
    )
    
    $
    4.3Facility Closing Costs
    
    
    3.6
    
    
    
    2.9
    
    
    
    (3.7
    )
    
    
    2.8Total
    
    $
    7.9
    
    
    $
    5.4
    
    
    $
    (6.2
    )
    
    $
    7.1
    (a)
 
 (a)
    
    Includes $4.5 million classified as other long-term liabilities as of October 3,
2004.(b)
    
    Includes cash payments of $3.2 million. The remaining non-cash deductions
represent accelerated depreciation related to the New Castle, PA and Olive Can facility
closings, which was recorded as a reduction in property, plant and equipment. (5) INVENTORIES
  October 2,
    
    
    December 31,2005
    
    
    2004Raw materials
    
    $
    30,082
    
    
    $
    35,849Work in process
    
    
    37,292
    
    
    
    38,758Finished goods
    
    
    32,792
    
    
    
    30,660$
    100,166
    
    
    $
    105,267
 (6) COMPREHENSIVE NET LOSS
  October 2,
    
    
    December 31,2005
    
    
    2004Foreign Currency Translation Adjustment
    
    $
    (11,463
    )
    
    $
    220Minimum Pension Liability Adjustment
    
    
    (18,000
    )
    
    
    (19,258
    )Total Accumulated Other Comprehensive Loss
    
    $
    (29,463
    )
    
    $
    (19,038
    )
  Three Months Ended
    
    
    Nine Months EndedOctober 2,
    
    
    October 3,
    
    
    October 2,
    
    
    October 3,2005
    
    
    2004
    
    
    2005
    
    
    2004(As Restated)Net Loss
    
    $
    (8,289
    )
    
    $
    (5,275
    )
    
    $
    (5,270
    )
    
    $
    (19,532
    )Foreign Currency Translation Adjustment
    
    
    (374
    )
    
    
    (261
    )
    
    
    (10,425
    )
    
    
    (1,636
    )Comprehensive Loss
    
    $
    (8,663
    )
    
    $
    (5,536
    )
    
    $
    (15,695
    )
    
    $
    (21,168
    )
 8




---



##### 



(7) INCOME TAXES
  (8) BENEFIT PLANS
   U.S.
    
    For the Three Months Ended
    
    
    For the Nine Months EndedOctober 2, 2005
    
    
    October 3, 2004
    
    
    October 2, 2005
    
    
    October 3, 2004Service
cost
    
    $
    249
    
    
    $
    252
    
    
    $
    747
    
    
    $
    756Interest
cost
    
    
    697
    
    
    
    686
    
    
    
    2,091
    
    
    
    2,058Return on
assets
    
    
    (730
    )
    
    
    (678
    )
    
    
    (2,190
    )
    
    
    (2,034
    )Recognized
loss
    
    
    
    
    
    
    5
    
    
    
    
    
    
    
    15Recognized prior
service
cost
    
    
    141
    
    
    
    122
    
    
    
    423
    
    
    
    366Net periodic
pension
cost
    
    $
    357
    
    
    $
    387
    
    
    $
    1,071
    
    
    $
    1,161
 Non-U.S.
    
    For the Three Months Ended
    
    
    For the Nine Months EndedOctober 2, 2005
    
    
    October 3, 2004
    
    
    October 2, 2005
    
    
    October 3, 2004Service
cost
    
    $
    81
    
    
    $
    89
    
    
    $
    276
    
    
    $
    224Interest
cost
    
    
    1,052
    
    
    
    1,113
    
    
    
    3,258
    
    
    
    3,289Return on
assets
    
    
    (891
    )
    
    
    (849
    )
    
    
    (2,734
    )
    
    
    (2,577
    )Recognized
loss
    
    
    151
    
    
    
    203
    
    
    
    461
    
    
    
    619Net periodic
pension
cost
    
    $
    393
    
    
    $
    556
    
    
    $
    1,261
    
    
    $
    1,555
   U.S.
    
    For the Three Months Ended
    
    
    For the Nine Months EndedOctober 2, 2005
    
    
    October 3, 2004
    
    
    October 2, 2005
    
    
    October 3, 2004Service
cost
    
    $
    112
    
    
    $
    87
    
    
    $
    336
    
    
    $
    261Interest
cost
    
    
    365
    
    
    
    351
    
    
    
    1,095
    
    
    
    1,053Recognized
loss
    
    
    80
    
    
    
    48
    
    
    
    240
    
    
    
    144Recognized prior
service
cost
    
    
    (213
    )
    
    
    (226
    )
    
    
    (639
    )
    
    
    (678
    )Net periodic
pension
cost
    
    $
    344
    
    
    $
    260
    
    
    $
    1,032
    
    
    $
    780
 9




---



##### 



(9) BUSINESS SEGMENTS
   Three Months Ended
    
    
    Nine Months EndedOctober 2,
    
    
    October 3,
    
    
    October 2,
    
    
    October 3,2005
    
    
    2004
    
    
    2005
    
    
    2004REVENUES FROM EXTERNAL CUSTOMERS:Aerosol
    
    $
    98,344
    
    
    $
    94,361
    
    
    $
    310,915
    
    
    $
    280,688International
    
    
    68,608
    
    
    
    70,386
    
    
    
    221,788
    
    
    
    219,307Paint, Plastic & General Line
    
    
    34,134
    
    
    
    31,155
    
    
    
    112,202
    
    
    
    101,780Custom & Specialty
    
    
    8,135
    
    
    
    11,361
    
    
    
    25,168
    
    
    
    30,764Total revenues
    
    $
    209,221
    
    
    $
    207,263
    
    
    $
    670,073
    
    
    $
    632,539INCOME (LOSS) BEFORE INCOME TAXES:Aerosol
    
    $
    13,524
    
    
    $
    15,855
    
    
    $
    51,878
    
    
    $
    45,594International
    
    
    693
    
    
    
    (2,587
    )
    
    
    (27
    )
    
    
    (6,840
    )Paint, Plastic & General Line
    
    
    1,412
    
    
    
    2,617
    
    
    
    9,302
    
    
    
    10,301Custom & Specialty
    
    
    1,131
    
    
    
    1,796
    
    
    
    4,903
    
    
    
    1,016Total Segment Income From Operations
    
    
    16,760
    
    
    
    17,681
    
    
    
    66,056
    
    
    
    50,071Unallocated Selling, General & Administrative Expenses (a)
    
    
    (7,890
    )
    
    
    (5,909
    )
    
    
    (22,340
    )
    
    
    (19,464
    )Special Charges (b)
    
    
    (34
    )
    
    
    (4,012
    )
    
    
    (2,064
    )
    
    
    (5,416
    )Other Income (c)
    
    
    244
    
    
    
    54
    
    
    
    436
    
    
    
    432Interest Expense
    
    
    (14,020
    )
    
    
    (12,665
    )
    
    
    (40,873
    )
    
    
    (38,246
    )Bank Financing Fees
    
    
    (732
    )
    
    
    (890
    )
    
    
    (2,192
    )
    
    
    (3,486
    )Loss from Early Extinguishment of Debt
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,508
    )Loss Before Income Taxes
    
    $
    (5,672
    )
    
    $
    (5,741
    )
    
    $
    (977
    )
    
    $
    (21,617
    )
 10




---



##### 



(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. (10) COMMITMENTS AND CONTINGENCIES
 Environmental
   Legal
   11




---



##### 



(11) SUBSIDIARY GUARANTOR INFORMATION
    12




---



##### 



U.S. CAN CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED OCTOBER 2, 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
    
    $
    
    
    
    $
    448,285
    
    
    $
    
    
    
    $
    221,788
    
    
    $
    
    
    
    $
    670,073COST OF SALES
    
    
    
    
    
    
    382,202
    
    
    
    
    
    
    
    213,976
    
    
    
    
    
    
    
    596,178Gross profit
    
    
    
    
    
    
    66,083
    
    
    
    
    
    
    
    7,812
    
    
    
    
    
    
    
    73,895SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES
    
    
    
    
    
    
    22,340
    
    
    
    
    
    
    
    7,839
    
    
    
    
    
    
    
    30,179SPECIAL CHARGES
    
    
    
    
    
    
    585
    
    
    
    
    
    
    
    1,479
    
    
    
    
    
    
    
    2,064OTHER INCOME
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (436
    )
    
    
    
    
    
    
    (436
    )INTEREST (INCOME) EXPENSE
    
    
    
    
    
    
    36,160
    
    
    
    4,887
    
    
    
    (174
    )
    
    
    
    
    
    
    40,873BANK FINANCING FEES
    
    
    
    
    
    
    2,192
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,192EQUITY INCOME (LOSS)
FROM SUBSIDIARIES
    
    
    (5,270
    )
    
    
    (7,356
    )
    
    
    3,112
    
    
    
    
    
    
    
    9,514
    
    
    
    Loss before income taxes
    
    
    (5,270
    )
    
    
    (2,550
    )
    
    
    (1,775
    )
    
    
    (896
    )
    
    
    9,514
    
    
    
    (977
    )PROVISION FOR
INCOME TAXES
    
    
    
    
    
    
    2,720
    
    
    
    297
    
    
    
    1,276
    
    
    
    
    
    
    
    4,293NET LOSS
    
    
    (5,270
    )
    
    
    (5,270
    )
    
    
    (2,072
    )
    
    
    (2,172
    )
    
    
    9,514
    
    
    
    (5,270
    )PREFERRED STOCK DIVIDEND
REQUIREMENT
    
    
    (12,534
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (12,534
    )NET LOSS ATTRIBUTABLE TO
COMMON STOCKHOLDERS
    
    $
    (17,804
    )
    
    $
    (5,270
    )
    
    $
    (2,072
    )
    
    $
    (2,172
    )
    
    $
    9,514
    
    
    $
    (17,804
    )
 13




---



##### 



U.S. CAN CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED OCTOBER 3, 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
    
    $
    
    
    
    $
    413,232
    
    
    $
    
    
    
    $
    219,307
    
    
    $
    
    
    
    $
    632,539COST OF SALES
    
    
    
    
    
    
    356,321
    
    
    
    
    
    
    
    215,218
    
    
    
    
    
    
    
    571,539Gross profit
    
    
    
    
    
    
    56,911
    
    
    
    
    
    
    
    4,089
    
    
    
    
    
    
    
    61,000SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES
    
    
    
    
    
    
    19,464
    
    
    
    
    
    
    
    10,929
    
    
    
    
    
    
    
    30,393SPECIAL CHARGES
    
    
    
    
    
    
    4,103
    
    
    
    
    
    
    
    1,313
    
    
    
    
    
    
    
    5,416OTHER INCOME
    
    
    
    
    
    
    (224
    )
    
    
    
    
    
    
    (208
    )
    
    
    
    
    
    
    (432
    )INTEREST EXPENSE
    
    
    
    
    
    
    33,146
    
    
    
    4,059
    
    
    
    1,041
    
    
    
    
    
    
    
    38,246BANK FINANCING FEES
    
    
    
    
    
    
    3,275
    
    
    
    
    
    
    
    211
    
    
    
    
    
    
    
    3,486LOSS FROM EARLY
EXTINGUISHMENT OF DEBT
    
    
    
    
    
    
    5,508
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,508EQUITY LOSS
FROM SUBSIDIARIES
    
    
    (19,532
    )
    
    
    (14,099
    )
    
    
    (1,094
    )
    
    
    
    
    
    
    34,725
    
    
    
    Loss before income taxes
    
    
    (19,532
    )
    
    
    (22,460
    )
    
    
    (5,153
    )
    
    
    (9,197
    )
    
    
    34,725
    
    
    
    (21,617
    )PROVISION (BENEFIT) FOR
INCOME TAXES
    
    
    
    
    
    
    (2,928
    )
    
    
    
    
    
    
    843
    
    
    
    
    
    
    
    (2,085
    )NET LOSS
    
    
    (19,532
    )
    
    
    (19,532
    )
    
    
    (5,153
    )
    
    
    (10,040
    )
    
    
    34,725
    
    
    
    (19,532
    )PREFERRED STOCK DIVIDEND
REQUIREMENT
    
    
    (11,437
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (11,437
    )NET LOSS ATTRIBUTABLE TO
COMMON STOCKHOLDERS
    
    $
    (30,969
    )
    
    $
    (19,532
    )
    
    $
    (5,153
    )
    
    $
    (10,040
    )
    
    $
    34,725
    
    
    $
    (30,969
    )
 14




---



##### 



U.S. CAN CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 CONDENSED CONSOLIDATING BALANCE SHEET
AS OF OCTOBER 2, 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
    
    $
    
    
    
    $
    390
    
    
    $
    
    
    
    $
    5,715
    
    
    $
    
    
    
    $
    6,105Accounts receivable
    
    
    
    
    
    
    61,702
    
    
    
    
    
    
    
    16,813
    
    
    
    
    
    
    
    78,515Inventories
    
    
    
    
    
    
    63,593
    
    
    
    
    
    
    
    36,573
    
    
    
    
    
    
    
    100,166Deferred income taxes
    
    
    
    
    
    
    6,573
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,573Other current assets
    
    
    
    
    
    
    6,748
    
    
    
    
    
    
    
    28,357
    
    
    
    
    
    
    
    35,105Total current assets
    
    
    
    
    
    
    139,006
    
    
    
    
    
    
    
    87,458
    
    
    
    
    
    
    
    226,464NET PROPERTY, PLANT
AND EQUIPMENT
    
    
    
    
    
    
    120,286
    
    
    
    
    
    
    
    85,870
    
    
    
    
    
    
    
    206,156GOODWILL
    
    
    
    
    
    
    27,384
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    27,384DEFERRED INCOME TAXES
    
    
    
    
    
    
    20,148
    
    
    
    
    
    
    
    294
    
    
    
    
    
    
    
    20,442OTHER NON-CURRENT ASSETS
    
    
    
    
    
    
    34,285
    
    
    
    
    
    
    
    12,061
    
    
    
    
    
    
    
    46,346INTERCOMPANY
ADVANCES
    
    
    
    
    
    
    295,689
    
    
    
    
    
    
    
    
    
    
    
    (295,689
    )
    
    
    INVESTMENT IN
SUBSIDIARIES
    
    
    
    
    
    
    
    
    
    
    62,377
    
    
    
    
    
    
    
    (62,377
    )
    
    
    Total assets
    
    $
    
    
    
    $
    636,798
    
    
    $
    62,377
    
    
    $
    185,683
    
    
    $
    (358,066
    )
    
    $
    526,792CURRENT LIABILITIESCurrent maturities of
long-term debt
    
    $
    
    
    
    $
    3,673
    
    
    $
    
    
    
    $
    1,356
    
    
    $
    
    
    
    $
    5,029Accounts payable
    
    
    
    
    
    
    38,677
    
    
    
    
    
    
    
    46,237
    
    
    
    
    
    
    
    84,914Restructuring reserves
    
    
    
    
    
    
    788
    
    
    
    
    
    
    
    2,160
    
    
    
    
    
    
    
    2,948Income taxes payable
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,889
    
    
    
    
    
    
    
    1,889Accrued Expenses
    
    
    
    
    
    
    52,688
    
    
    
    
    
    
    
    13,856
    
    
    
    
    
    
    
    66,544Total current liabilities
    
    
    
    
    
    
    95,826
    
    
    
    
    
    
    
    65,498
    
    
    
    
    
    
    
    161,324TOTAL LONG TERM DEBT
    
    
    854
    
    
    
    548,937
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    549,791LONG-TERM LIABILITIES PURSUANT
TO EMPLOYEE BENEFIT PLANS
    
    
    
    
    
    
    39,400
    
    
    
    896
    
    
    
    23,626
    
    
    
    
    
    
    
    63,922OTHER LONG-TERM
LIABILITIES
    
    
    
    
    
    
    2,628
    
    
    
    
    
    
    
    996
    
    
    
    
    
    
    
    3,624PREFERRED STOCK
    
    
    174,788
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    174,788INTERCOMPANY LOANS
    
    
    112,056
    
    
    
    
    
    
    
    131,990
    
    
    
    51,643
    
    
    
    (295,689
    )
    
    
    INVESTMENT IN
SUBSIDIARIES
    
    
    138,959
    
    
    
    88,966
    
    
    
    
    
    
    
    
    
    
    
    (227,925
    )
    
    
    STOCKHOLDERS EQUITY / (DEFICIT)
    
    
    (426,657
    )
    
    
    (138,959
    )
    
    
    (70,509
    )
    
    
    43,920
    
    
    
    165,548
    
    
    
    (426,657
    )Total liabilities and
stockholders equity
    
    $
    
    
    
    $
    636,798
    
    
    $
    62,377
    
    
    $
    185,683
    
    
    $
    (358,066
    )
    
    $
    526,792
 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 NINE MONTHS ENDED OCTOBER 2, 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 FROM OPERATING ACTIVITIES
    
    $
    
    
    
    $
    20,064
    
    
    $
    (2,088
    )
    
    $
    (3,768
    )
    
    $
    14,208CASH FLOWS FROM INVESTING ACTIVITIES:Capital expenditures
    
    
    
    
    
    
    (9,969
    )
    
    
    
    
    
    
    (4,540
    )
    
    
    (14,509
    )Proceeds from sale of property
    
    
    
    
    
    
    143
    
    
    
    
    
    
    
    232
    
    
    
    375Net cash flows from investing activities
    
    
    
    
    
    
    (9,826
    )
    
    
    
    
    
    
    (4,308
    )
    
    
    (14,134
    )CASH FLOWS FROM FINANCING ACTIVITIES:Changes in intercompany advances
    
    
    
    
    
    
    (9,659
    )
    
    
    2,088
    
    
    
    7,571
    
    
    
    Net borrowings under revolving line of credit
    
    
    
    
    
    
    1,700
    
    
    
    
    
    
    
    
    
    
    
    1,700Payments of Tranche B loan
    
    
    
    
    
    
    (1,875
    )
    
    
    
    
    
    
    
    
    
    
    (1,875
    )Payments of other long-term debt
    
    
    
    
    
    
    (1,144
    )
    
    
    
    
    
    
    (3,686
    )
    
    
    (4,830
    )Borrowings of other debt
    
    
    
    
    
    
    268
    
    
    
    
    
    
    
    
    
    
    
    268Payments of debt financing costs
    
    
    
    
    
    
    (65
    )
    
    
    
    
    
    
    
    
    
    
    (65
    )Net cash flows from financing
activities
    
    
    
    
    
    
    (10,775
    )
    
    
    2,088
    
    
    
    3,885
    
    
    
    (4,802
    )EFFECT OF EXCHANGE RATE CHANGES ON CASH
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,725
    
    
    
    3,725DECREASE IN CASH AND
CASH EQUIVALENTS
    
    
    
    
    
    
    (537
    )
    
    
    
    
    
    
    (466
    )
    
    
    (1,003
    )CASH AND CASH EQUIVALENTS,
beginning of period
    
    
    
    
    
    
    927
    
    
    
    
    
    
    
    6,181
    
    
    
    7,108CASH AND CASH EQUIVALENTS,
end of period
    
    $
    
    
    
    $
    390
    
    
    $
    
    
    
    $
    5,715
    
    
    $
    6,105
 17




---



##### 



U.S. CAN CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE NINE MONTHS ENDED OCTOBER 3, 2004
(unaudited)
(000s omitted)
 RestatedUSC May
    
    
    USC Europe / May
    
    
    RestatedU.S. Can
    
    
    United States
    
    
    Verpackungen
    
    
    Verpackungen (Non-
    
    
    U.S. CanCorporation
    
    
    Can Company
    
    
    Holding (Subsidiary
    
    
    Guarantor
    
    
    Corporation(Parent)
    
    
    (Issuer)
    
    
    Guarantor)
    
    
    Subsidiaries)
    
    
    ConsolidatedCASH FLOWS FROM OPERATING ACTIVITIES
    
    $
    
    
    
    $
    2,376
    
    
    $
    (5,153
    )
    
    $
    1,674
    
    
    $
    (1,103
    )CASH FLOWS FROM INVESTING ACTIVITIES:Capital expenditures
    
    
    
    
    
    
    (7,858
    )
    
    
    
    
    
    
    (1,981
    )
    
    
    (9,839
    )Proceeds from sale of property
    
    
    
    
    
    
    1,019
    
    
    
    
    
    
    
    56
    
    
    
    1,075Net cash flows from investing activities
    
    
    
    
    
    
    (6,839
    )
    
    
    
    
    
    
    (1,925
    )
    
    
    (8,764
    )CASH FLOWS FROM FINANCING ACTIVITIES:Changes in intercompany advances
    
    
    
    
    
    
    (22,354
    )
    
    
    5,153
    
    
    
    17,201
    
    
    
    Proceeds from Term B loan
    
    
    
    
    
    
    248,750
    
    
    
    
    
    
    
    
    
    
    
    248,750Net 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
    
    
    
    
    
    
    (1,391
    )
    
    
    
    
    
    
    (17,348
    )
    
    
    (18,739
    )

Borrowings of other long-term debt
    
    
    
    
    
    
    646
    
    
    
    
    
    
    
    
    
    
    
    646Payments of debt financing costs
    
    
    
    
    
    
    (6,845
    )
    
    
    
    
    
    
    
    
    
    
    (6,845
    )Net cash flows from financing
activities
    
    
    
    
    
    
    (12,175
    )
    
    
    5,153
    
    
    
    (147
    )
    
    
    (7,169
    )EFFECT OF EXCHANGE RATE CHANGES ON CASH
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (442
    )
    
    
    (442
    )DECREASE IN CASH AND
CASH EQUIVALENTS
    
    
    
    
    
    
    (16,638
    )
    
    
    
    
    
    
    (840
    )
    
    
    (17,478
    )CASH AND CASH EQUIVALENTS,
beginning of period
    
    
    
    
    
    
    16,854
    
    
    
    
    
    
    
    6,110
    
    
    
    22,964CASH AND CASH EQUIVALENTS,
end of period
    
    $
    
    
    
    $
    216
    
    
    $
    
    
    
    $
    5,270
    
    
    $
    5,486
 18




---



##### 



(12) SUBSEQUENT EVENTS
 Acquisition
  
    
    Payment of $2.5 million by January 31, 2006, provided Formametals Consolidated EBITDA
for the calendar year 2005, after the deduction of certain payments, is not less than $3.0
million, plus:
    
    Payment of $1.25 million by March 31, 2007, provided Formametals Consolidated EBITDA
for the calendar year 2006, after the deduction of certain payments, is not less than $3.0
million, provided further that if Formametals Consolidated EBITDA for the calendar year
2006 exceeds $5.5 million, the Company shall pay to the Sellers an amount equal to 20% on
the amount in excess of $5.5 million, plus:
    
    Payment by March 31, 2008, 20% of any excess over $5.5 million of Formametals
Consolidated EBITDA for calendar year 2007.
  Business Combinations
 Equity Incentive Plan
    19




---



##### 



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
  Use of Estimates; Critical Accounting Policies
  Results of Operations
 Three month period ended October 2, 2005, as compared to the three month period ended October 3,
2004
  For the three month period ended October 2, 2005 and October 3, 2004Percentage toRevenue
    
    
    Gross Profit
    
    
    Sales2005
    
    
    2004
    
    
    2005
    
    
    2004
    
    
    2005
    
    
    2004Aerosol
    
    $
    98,344
    
    
    $
    94,361
    
    
    $
    13,524
    
    
    $
    15,855
    
    
    
    13.8
    %
    
    
    16.8
    %International
    
    
    68,608
    
    
    
    70,386
    
    
    
    2,595
    
    
    
    1,654
    
    
    
    3.8
    %
    
    
    2.3
    %Paint, Plastic & General Line
    
    
    34,134
    
    
    
    31,155
    
    
    
    1,412
    
    
    
    2,617
    
    
    
    4.1
    %
    
    
    8.4
    %Custom & Specialty
    
    
    8,135
    
    
    
    11,361
    
    
    
    1,131
    
    
    
    1,796
    
    
    
    13.9
    %
    
    
    15.8
    %Total
    
    $
    209,221
    
    
    $
    207,263
    
    
    $
    18,662
    
    
    $
    21,922
    
    
    
    8.9
    %
    
    
    10.6
    %
   20




---



##### 



October 2,July 3, 2005
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2005Balance
    
    
    Additions
    
    
    Cash Payments
    
    
    Other(b)
    
    
    BalanceEmployee Separation
    
    $
    3.0
    
    
    $
    0.0
    
    
    $
    (0.4
    )
    
    $
    (0.1
    )
    
    $
    2.5Facility Closing
Costs
    
    
    3.4
    
    
    
    0.1
    
    
    
    (0.1
    )
    
    
    0.0
    
    
    
    3.4Total
    
    $
    6.4
    
    
    $
    0.1
    
    
    $
    (0.5
    )
    
    $
    (0.1
    )
    
    $
    5.9
    (a)
 
 (a)
    
    Includes $3.0 million classified as other long-term liabilities as of October
2, 2005.(b)
    
    Non-cash foreign currency translation impact.    Nine month period ended October 2, 2005, as compared to the nine month period ended October 3, 2004
  For the nine months ended October 2, 2005 and October 3, 2004Percentage toRevenue
    
    
    Gross Profit
    
    
    Sales2005
    
    
    2004
    
    
    2005
    
    
    2004
    
    
    2005
    
    
    2004Aerosol
    
    $
    310,915
    
    
    $
    280,688
    
    
    $
    51,878
    
    
    $
    45,594
    
    
    
    16.7
    %
    
    
    16.2
    %International
    
    
    221,788
    
    
    
    219,307
    
    
    
    7,812
    
    
    
    4,089
    
    
    
    3.5
    %
    
    
    1.9
    %Paint, Plastic & General Line
    
    
    112,202
    
    
    
    101,780
    
    
    
    9,302
    
    
    
    10,301
    
    
    
    8.3
    %
    
    
    10.1
    %Custom & Specialty
    
    
    25,168
    
    
    
    30,764
    
    
    
    4,903
    
    
    
    1,016
    
    
    
    19.5
    %
    
    
    3.3
    %Total
    
    $
    670,073
    
    
    $
    632,539
    
    
    $
    73,895
    
    
    $
    61,000
    
    
    
    11.0
    %
    
    
    9.6
    %
 21




---



##### 



January 1,
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    October 2,2005
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2005Balance
    
    
    Additions
    
    
    Cash Payments
    
    
    Other(b)
    
    
    BalanceEmployee Separation
    
    $
    3.2
    
    
    $
    1.4
    
    
    $
    (1.7
    )
    
    $
    (0.4
    )
    
    $
    2.5Facility Closing
Costs
    
    
    4.1
    
    
    
    0.7
    
    
    
    (1.4
    )
    
    
    
    
    
    
    3.4Total
    
    $
    7.3
    
    
    $
    2.1
    
    
    $
    (3.1
    )
    
    $
    (0.4
    )
    
    $
    5.9
    (a)
 
 (a)
    
    Includes $3.0 million classified as other long-term liabilities as of October
2, 2005.(b)
    
    Non-cash foreign currency translation impact.  22




---



##### 



Liquidity and Capital Resources
      23




---



##### 



Item 3. Quantitative and Qualitative Disclosures About Market Risk
  
 Item 4. Controls and Procedures
  24




---



##### 



25




---



##### 



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




---



##### 



Item 5. Other Information
  
 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:  November 16, 2005
    By:
    /s/ Michael M. RajkovicMichael M. RajkovicExecutive Vice President and
Chief Financial Officer
(Duly authorized officer and
principal financial officer) 28