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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-K

|(Mark One) |                                                                                                                                                                  
|---------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------
|[X]        | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)For the fiscal year ended December 31, 2000                   
|[   ]      | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)For the transition period from __________ to __________
|           |                                                                                                                                                                  

Commission file number 1-2227Crown Cork & Seal Company, Inc.
(Exact name of registrant as specified in its charter)

|Pennsylvania                                                     |  | 23-1526444                   
|---------------------------------------------------------------- |  | -----------------------------
|(State or other jurisdiction of incorporation or organization)   |  | (Employer Identification No.)
|                                                                 |  |                              
|One Crown Way, Philadelphia, PA                                  |  | 19154                        
|(Address of principal executive offices)                         |  | (Zip Code)                   
|Registrant's telephone number, including area code: 215-698-5100

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|                                                            |                              |  |                                           
|----------------------------------------------------------- | ---------------------------- |  | ------------------------------------------
|SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
|                                                           
|                                                            | Title of each class          |  | Name of each exchange on which registered 
|                                                            | Common Stock $5.00 Par Value |  | New  York  Stock  Exchange  & Paris Bourse
|                                                            | Common Stock Purchase Rights |  | New  York  Stock  Exchange  & Paris Bourse

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

NONE
(Title of Class)

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Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filings requirements for the past 90 days.

Yes X          
No

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

As of March 13, 2001, 125,628,722 shares of the
Registrants Common Stock, excluding shares held in Treasury, were issued
and outstanding, and the aggregate market value of such shares held by
non-affiliates of the Registrant on such date was $628,143,610.

DOCUMENTS INCORPORATED BY REFERENCE

Notice of Annual Meeting and Proxy Statement dated March 23,
2001 is incorporated by Reference into Part III hereof. Only those specific
portions so incorporated are to be deemed filed as part of this Form 10-K Annual
Report.

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Crown Cork & Seal Company, Inc.

2000 FORM 10-K ANNUAL REPORT

TABLE OF CONTENTS

|           |  |                                                                                       |   
|---------- |  | ------------------------------------------------------------------------------------- | --
|           |  | PART I                                                                               
|           |  |                                                                                      
|Item 1     |  | Business                                                                              | 1 
|           |  |                                                                                      
|Item 2     |  | Properties                                                                            | 7 
|           |  |                                                                                      
|Item 3     |  | Legal Proceedings                                                                     | 8 
|           |  |                                                                                      
|Item 4     |  | Submission of Matters to a Vote of Security Holders                                   | 8 
|           |  |                                                                                      
|           |  | PART II                                                                              
|           |  |                                                                                      
|Item 5     |  | Market for Registrant's Common Stock and Related Stockholder Matters                  | 9 
|           |  |                                                                                      
|Item 6     |  | Selected Financial Data                                                               | 10
|           |  |                                                                                      
|Item 7     |  | Management's Discussion and Analysis of Financial Condition and Results of Operations | 12
|           |  |                                                                                      
|Item 7A    |  | Quantitative and Qualitative Disclosures About Market Risk                            | 26
|           |  |                                                                                      
|Item 8     |  | Financial Statements and Supplementary Data                                           | 27
|           |  |                                                                                      
|Item 9     |  | Disagreements on Accounting and Financial Disclosure                                  | 57
|           |  |                                                                                      
|           |  | PART III                                                                             
|           |  |                                                                                      
|Item 10    |  | Directors and Executive Officers of the Registrant                                    | 58
|           |  |                                                                                      
|Item 11    |  | Executive Compensation                                                                | 58
|           |  |                                                                                      
|Item 12    |  | Security Ownership of Certain Beneficial Owners and Management                        | 58
|           |  |                                                                                      
|Item 13    |  | Certain Relationships and Related Transactions                                        | 58
|           |  |                                                                                      
|           |  | PART IV                                                                              
|           |  |                                                                                      
|Item 14    |  | Exhibits, Financial Statement Schedules and Reports on Form 8-K                       | 59
|           |  |                                                                                      
|SIGNATURES |  |                                                                                       | 64
|           |  |                                                                                      

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Crown Cork & Seal Company, Inc.

PART I

ITEM 1.    BUSINESS

GENERAL

Crown Cork & Seal Company, Inc. (the Company and
the Registrant) is engaged in the manufacture and sale of rigid
metal and plastic packaging, including metal and plastic closures. Consolidated
net sales in 2000 were $7.3 billion with 59% of 2000 net sales derived from
operations outside the United States of which approximately 70% of these
non-U.S. revenues derived in Europe. The Company currently operates 223 plants,
along with sales and service facilities in 50 countries and employs
approximately 35,000 people. The Company continually reviews its operations,
especially in terms of their competitiveness and the appropriate number, size
and location of its plants, emphasizing service to customers and rate of return
to investors.

The Companys products include steel and aluminum cans for
food, beverage, brewing, household and other consumer products; plastic
containers for beverage, processed food (human and pet), household, personal
care and other products; metal and plastic packaging products for health and
beauty care applications including cosmetics, fragrances and pharmaceuticals;
metal specialty, promotional and industrial packaging products; a wide variety
of metal and plastic caps, crowns, closures, pumps and dispensing systems; and
canmaking equipment.

The Company has achieved a global presence that it believes will
enable it to grow its business with multinational customers, to take advantage
of rapidly growing markets and to leverage its technology on a global basis. The
Company also believes that global operations help to insulate the Company from
periodic market specific dislocations in certain countries or on certain
continents.

The Company has pursued a strategy of growth through acquisition
from 1989 through 1996. During those years, the Company completed twenty
acquisitions. The largest acquisitions over this period included CarnaudMetalbox
(CMB) (February 1996), Van Dorn Company (April 1993), CONSTAR
International (October 1992), Continental Can International (May 1991),
Continental Cans U.S. food and beverage can businesses (July 1990) and
Continental Can Canada (December 1989). This strategy has contributed to an
increase in the Companys net sales from $1.9 billion in 1989 to $7.3
billion in 2000. The Companys acquisition strategy has resulted in
improved market positions, product and geographic diversification and enhanced
technological capabilities.

Information about the Companys acquisitions over the most
recent three years appears in Part II within Item 8 of this Report on pages 37
and 38 under Note I to the Consolidated Financial Statements, which information
is incorporated herein by reference.

Rigid packaging is capital intensive, requiring significant
investments in tools and machinery. In recent years the Company has reduced
capital spending to dedicate more of its operating cash flow to reducing its
debt. The Company, to maximize its utilization of capital investments, plans to
continue capital expenditure programs designed to take advantage of
technological developments which enhance productivity and contain costs, as well
as those that provide growth opportunities. Three of these growth opportunities
are in the development of shaped beverage cans, the SuperEnd for beverage
cans and the next generation of easy-open steel food can ends, called EOLE III.

To insure that the Companys customers receive the highest
quality products, our shareholders receive a fair rate of return on their
investments and our employees receive a work environment free of hazards, the
Company continues to focus on its World-Class Performance program. World Class
Performance is a Company-wide strategic initiative focused on being recognized
by our customers, shareholders, employees and suppliers as the worlds
premier packaging Company. The program stresses product quality, service to our
customers, protection of the environment, conservation of natural resources, the
health and safety of all

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Crown Cork & Seal Company, Inc.

employees, recognition of the efforts of individuals and teams of
individuals and their contribution to the goals of the Company, innovation through
project management and best practices transfer and maximization of supplier contributions
to the goals of superior product quality and lower costs. World Class Performance is a
continuous improvement process.

Financial information concerning the Companys operations
in its three operating segments, Americas, Europe and Asia-Pacific, and within
selected geographic areas is set forth later in this section on pages 4 through
7 under Operating Segments, in Part II herein on pages 12 through 14
under Net Sales and pages 14 and 15 under Operating
Income within Item 7, Managements Discussion and Analysis of
Financial Condition and Results of Operations and within Item 8 herein on
pages 52 through 54 under Note U to the Consolidated Financial Statements
entitled Segment Information, which information is incorporated
herein by reference.

DISTRIBUTION

As of December 31, 2000, the Companys products were
manufactured in 64 plants within the United States and 159 plants outside the
U.S. The Company markets and sells products to customers through its own sales
and marketing staff located centrally within each operating segment (division).
Regional sales personnel support the segments sales staffs. The majority
of the Companys sales are to companies that have leading market positions
in the packaged food, beverage, aerosol, health and beauty and specialty
businesses. Contracts with global suppliers are centrally negotiated, although
products are ordered through and distributed directly by each plant. Facilities
are generally located in proximity to major customers. The Company maintains
continuous contact with customers in order to develop new business and to extend
the terms of its existing contracts. Accordingly, the Company is responsive to
its customers quality, innovation and promotional requirements.

As is the practice in the packaging industry, most customers
provide the Company with quarterly or annual estimates of product and related
quantities pursuant to which periodic commitments are given. Such estimates
assist the Company in managing production and controlling working capital
requirements. The Company schedules its production to meet customer
requirements. Because the production time for the Companys products is
short, any backlog of customer orders in relation to overall sales is
immaterial.

Most of the Companys products are sold in highly
competitive markets, primarily based on price, service, quality, and
performance. The Company competes with other packaging manufacturers as well as
with fillers, food processors and packers who manufacture containers for their
own use and for sale to others. Generally, the Companys multinational
competitors include, but are not limited to, AptarGroup, Ball, Impress,
Owens-Illinois, Rexam, Schmalbach-Lubeca, Silgan, and U.S. Can.

In each of the years in the period 1998 through 2000, no one
customer of the Company accounted for more than ten percent of the
Companys net sales. Major customers exist in each operating segment of the
Company; and, in each segment, the loss of one or more of these major customers
could have a material adverse effect on the segment. Major customers include
such companies as Coca-Cola (Coke), Pepsi-Cola (Pepsi),
Cott Beverages, Anheuser-Busch, Nestle, Mars, Unilever and S.C. Johnson, along
with other leading companies which manufacture and market a variety of consumer
products. In addition to sales to Coke and Pepsi, the Company also supplies
independent licensees of Coke and Pepsi.

RESEARCH AND DEVELOPMENT

The Companys principal Research, Development &
Engineering (RD&E) centers are located in Alsip, Illinois, near
Chicago, and Wantage, England, near Oxford. The Company uses its RD&E
capabilities to (i) promote development of value-added packaging systems, (ii)
design cost-efficient manufacturing systems and materials that also provide
continuous quality improvement, (iii) support technical needs in customer and
vendor relationships, and (iv) provide engineering services for the
Companys worldwide packaging activities. These capabilities allow the
Company to identify market opportunities by working directly with customers to

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Crown Cork & Seal Company, Inc.

develop new products, such as the conversion to plastic from other
materials, as well as the creation of new packaging shapes.

The Company expended $41 million in 2000, $52 million in 1999
and $53 million in 1998 on RD&E activities. These activities are expected to
improve and expand the Companys product lines in the future. Expenditures
were also made to improve manufacturing efficiencies and reduce unit costs,
principally raw material costs, by reducing the material content of containers
while improving or maintaining other physical properties, such as material
strength. The costs incurred were associated with a number of products in
varying stages of development. The reduction in RD&E expenditures in 2000
was primarily the result of an eighteen-percent decline in headcount from a year
earlier, due primarily to the reorganization of worldwide research and
development functions.

MATERIALS

The Company continues to pursue strategies that enable it to
source its raw materials with increasing effectiveness. The raw materials used
in the manufacture of the Companys products are primarily aluminum and
tinplate for metals packaging, and various types of resins, which are
petrochemical derivatives, for plastics packaging. These materials are generally
available from several sources. The Company has secured what it considers
adequate supplies of raw materials but there can be no assurance that sufficient
quantities will be available in the future. The Company may be subject to
adverse price fluctuations when purchasing such raw materials. There can be no
assurance that the Company will be able to recover fully any increases in raw
material costs from its customers. The price of steel has been historically more
stable and has not been subject to the same volatility as aluminum and resin. In
response to the variability of aluminum and resin prices, ongoing productivity
and cost reduction efforts in recent years have focused on improving raw
material cost management as a key component.

The Companys manufacturing facilities are dependent, in
varying degrees, upon the availability of processed energy, such as natural gas
and electricity. Certain of these energy sources may become difficult or
impossible to obtain on acceptable terms due to external factors, and the
Company cannot predict the effects, if any, of such occurrences on its future
operations.

SEASONALITY

Food packaging products accounted for $2.1 billion or
approximately 29% of 2000 consolidated net sales. Sales and earnings for food
cans have historically been higher in the third quarter of the year due to the
agricultural harvest.

The Companys metal and plastic beverage container
businesses are predominantly located in the Northern Hemisphere. Generally,
beverage products are consumed in greater amounts during warmer months of the
year. Consequently, sales and earnings have generally been higher in the second
and third quarters of the calendar year.

The Companys other businesses include aerosol, specialty
and health and beauty care packaging, canmaking equipment and various other
products which tend not to be significantly affected by seasonal variations.

ENVIRONMENTAL MATTERS

The Companys operations are subject to numerous laws and
regulations governing the protection of the environment, disposal of waste,
discharges into water, emissions into the atmosphere and the protection of
employee health and safety. Future regulations may impose stricter environmental
requirements on the packaging industry. Anticipated future restrictions in some
jurisdictions on the use of certain paint and lacquering ingredients may require
the Company to employ additional control equipment or process

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Crown Cork & Seal Company, Inc.

modifications. The Company has a Corporate Environmental Protection
Policy, and environmental considerations are among the criteria by which the Company
evaluates projects, products, processes and purchases. While the Company does not believe
that any of the foregoing matters are likely to have a material effect, there can be no
assurance that current or future environmental laws or remediation liabilities will not
have a material effect on the Companys financial condition, liquidity or results of
operations. Further discussion of the Companys environmental matters is contained
in Part II, Item 7, Managements Discussion and Analysis of Financial
Condition and Results of Operationsof this Report on pages 22 and 23 under the
caption Environmental Matters, which is incorporated herein by reference.

WORKING CAPITAL

In the past, the Company has funded its working capital through
issuance of commercial paper with additional funding provided by the
Companys multicurrency credit facility. During 2000, through several
downgrades in credit rating from Moodys Investor Services and Standard
& Poors Ratings Service, the Companys ability to access the
commercial paper market was eliminated and funding was then provided by the
Companys multicurrency credit facility. The credit facility was to mature
in February 2002, but the Company recently renegotiated an amended and restated
agreement which extended maturity to December 2003. Further information relating
to the Companys liquidity and capital resources is set forth in Part II,
Item 7, Managements Discussion and Analysis of Financial Condition
and Results of Operations, of this Report on pages 17 and 18 under the
caption Liquidity and Capital Resources, which is incorporated
herein by reference.

Collection and payment periods tend to be longer for the
Companys operations located outside the U.S. due to local business
practices. In general, the working capital practices followed by the Company are
typical of the businesses in which it operates.

EMPLOYEES

At December 31, 2000, the Company employed 34,618 people
throughout the world. Collective bargaining agreements with varying terms and
expiration dates covers a significant number of the Companys employees.

OPERATING SEGMENTS

The Company is organized on the basis of geographic regions with
three reportable segments: Americas, Europe and Asia-Pacific. The Americas
includes the United States, Canada and Central and South America. Europe
includes Europe, Africa and the Middle East. Asia-Pacific includes China and
Southeast Asia. Although the economic environments within each of these
reportable segments are diverse, they are similar in the nature of their
products, production and distribution processes and types and classes of
customers.

Global marketers continue to demand the consolidation of their
supplier base under long-term arrangements and to qualify suppliers on the basis
of their ability to provide service globally and to create innovative designs
and technologies in a cost-effective manner. The Company, through its
acquisitions, has created a geographically diversified and innovative packaging
company, adding significant operations in Europe, the Middle East, Africa and
Asia and RD&E centers in Alsip, Illinois and Wantage, England.

The Company believes that price, quality, customer service and
manufacturing overcapacity are the principal competitive factors affecting its
business. Based upon sales, the Company believes that it is a leader in the
markets for packaging in which it competes; however, the Company encounters
competition from a number of companies offering similar products.

Ongoing productivity improvement and cost reduction efforts in
recent years have focused on upgrading and modernizing facilities to reduce
costs, improve efficiency and productivity and to phase out non-competitive
facilities. These actions reflect the Companys continued commitment to
realign the manufacturing facilities

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Crown Cork & Seal Company, Inc.

within its operating segments with the intent to maintain its competitive
position within those markets. The Company believes that its recent restructuring and
investment programs have established a modern and efficient asset base. The Company
continually reviews its operations and frequently evaluates strategic opportunities, such
as, acquisitions, dispositions and joint ventures. Further discussion of the Companys
recent restructuring actions is contained in Part II hereof within Item 7, Managements
Discussion and Analysis of Financial Condition and Results of Operationson pages 20
and 21 under Provision for Restructuringand within Item 8 herein on pages 39
through 41 under Note L to the Consolidated Financial Statements, which discussion is
incorporated herein by reference.

The Companys basic raw materials for its products are
tinplate, aluminum and resins. Generally, these materials are obtained from the
major suppliers in the countries within which the Company operates plants. Some
plants in less-developed countries, which do not have local mills, obtain their
raw materials from nearby more-developed countries. In 2000, consumption of
tinplate, aluminum and resin represented 22.8%, 24.1%, and 5.3%, respectively,
of consolidated cost of products sold. Although sufficient quantities of raw
materials have been available in the past, there can be no assurance that
sufficient quantities will be available in the future. Recent supplier
consolidations provide additional uncertainty as to the level of prices at which
the Company might be able to source those materials in the future.

AMERICAS

For 2000, the Companys Americas segment had net sales of
$3,742 (approximately 51% of consolidated net sales) and operating income of
$199. Excluding the provision for restructuring and other charges, Americas
operating income in 2000 was $214. Approximately 80% of Americas segment sales
are derived from within the United States. The Americas segment manufactures
beverage, food and aerosol cans, specialty packaging, PET and HDPE plastic
containers, metal and plastic closures and health and beauty care packaging.

During 2000, the Company, in response to the continuing
consolidation of its customers and suppliers, the continuing requirement by its
customers for improving quality and service, and the highly competitive
marketplace, reorganized its U.S. metal packaging business. The U.S. metal
packaging business, formerly organized as a single business unit, was
reorganized into a Beverage Can Division, a Food Can Division and an Aerosol Can
Division. Each division will have a dedicated and focused team of packaging
professionals from sales to finance overseeing its daily activities. The Company believes
that this change will improve service to the Companys customers and, at
the same time, enable the Company to reduce costs.

The Company, based on sales, is one of three leading producers
of aluminum beverage cans and ends within the Americas. Sales dollars for
aluminum beverage cans and ends in 2000 decreased from 1999 due primarily to an
overall decline in the U.S. beverage can market. Beverage can manufacturing is
capital intensive, requiring significant investment in tools and machinery. The
beverage can competes with bottles made from glass and plastic. The Company
continues to reduce can and end diameter, lightweight its cans, reduce non-metal
costs and restructure production processes. The Company has also redeployed
excess beverage can capacity in North America to emerging markets, and to a
lesser extent, retrofitted to produce two-piece food cans.

The Company, based on sales, is one of three leading producers
of steel and aluminum food cans and ends in North America. Sales for food cans
and ends in 2000 decreased from 1999 due primarily to reduced volume
requirements from a food can customer who filed for Chapter 11 bankruptcy
proceedings in 2000.

The Company in North America has entered into contracts with its
suppliers of aluminum can and end sheet that, by formula, guarantee prices for a
period of six months. This pricing structure is directly tied to a rolling
average of the prior six months market price of aluminum on the LME.
Further, ceiling prices have been established under these contracts
which set maximum prices that the Company would pay for aluminum. In

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Crown Cork & Seal Company, Inc.

the future, there can be no assurance that the Company will be able to
recover fully any increases or fluctuations in metal prices from its customers.

The Company, based on sales, is one of two leading producers of
plastic containers produced from PET (polyethylene terephthalate) and HDPE
(high-density polyethylene) within the United States. The Company is also a
leading producer of plastic closures for beverage containers and a leading
producer of health and beauty care products in the United States. Plastic
products continue to represent a larger portion of Americas segment dollar
sales. Typically, the Company identifies market opportunities by working
cooperatively with customers and implementing commercially successful programs.
While PET beverage containers compete against metal and glass containers, the
historical increase in PETs share of the market has come primarily at the
expense of glass containers and through new market introductions. The Company
believes that it will capitalize on conversions to plastic from other forms of
packaging and new markets through its technical expertise, quality reputation
and customer service. The Company also believes that its plastic container plant
sites are strategically located and sized to meet market requirements.

At December 31, 2000, the Company operated 93 plants and
employed approximately 12,000 persons in the Americas.

EUROPE

The European segment had net sales of $3,239 (44% of
consolidated net sales) in 2000 and operating income of $300. Excluding the
provision for restructuring and other charges, operating income was $342. Net
sales in the United Kingdom of $876 and France of $690 represented approximately
27% and 21%, respectively, of segment net sales. The European segment
manufactures beverage, food and aerosol cans, specialty packaging, vacuum
closures, crowns, canmaking equipment, PET and HDPE containers, plastic closures
and health and beauty care packaging.

The Company, based on sales, is one of the leading producers of
steel and aluminum food cans and ends within the European segment. Sales for
steel and aluminum food cans and ends decreased in 2000 from 1999 due to lower
sales unit volumes, primarily in the United Kingdom, France and Italy and the
pass through of lower raw material costs, partially offset by volume gains in
Eastern Europe.

The Company is a leading European manufacturer of steel and
aluminum food and beverage containers, aerosol containers and a variety of
plastic packaging products, including PET beverage bottles and plastic closures
for beverage, household and personal care applications.

During 2000, two customers, combined, accounted for
approximately 11% of segment net sales.

At December 31, 2000, the Company operated 113 plants and
employed approximately 20,000 persons throughout the European segment.

Discussion of the Companys European restructuring
activities is contained in Part II hereof within Item 7, Managements
Discussion and Analysis of Financial Condition and Results of Operations
on pages 20 and 21 under Provision for Restructuring and within Item
8 of this Report on pages 39 through 41 under Note L to the Consolidated
Financial Statements, which discussion is incorporated herein by reference.

ASIA - PACIFIC

The Asia-Pacific segment had net sales of $308 (approximately 4%
of consolidated net sales in 2000) and operating income, before restructuring
and other charges, of $22. While below reportable segment thresholds, the
Company has defined Asia-Pacific as a reportable segment as this segment is a
separate operating division within the Company. The Company reviews results of
operations and allocates resources to Asia-Pacific separately from its other
operating divisions. The Asia-Pacific segment manufactures aluminum beer

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Crown Cork & Seal Company, Inc.

and beverage cans, steel food cans, PET beverage bottles, plastic
closures for beverage, food, household products and personal care applications and metal
crowns and closures for beverage and food products.

During 2000, no customer accounted for 10% of segment net sales.

At December 31, 2000, the Company operated 17 plants and
employed approximately 2,300 persons throughout the Asia-Pacific segment.

ITEM 2.   PROPERTIES

As of December 31, 2000, Crown Cork & Seal Company, Inc. and
its worldwide-consolidated subsidiaries operated 223 manufacturing facilities.
Within the United States there are 64 manufacturing facilities. The Company has
three operating segments, defined geographically, within which it manufactures
and markets its products.

The geographic breakdown of the Companys manufacturing
facilities is as follows:

|Geographic Area* |  | Americas |  | Europe |  | Asia-Pacific |  | No.   of Plants |  | No.   Leased | 
|---------------- |  | -------- |  | ------ |  | ------------ |  | --------------- |  | ------------ | 
|                 |  |          |  |        |  |              |  |                 |  |              | 
|United States    |  | 64       |  |        |  |              |  | 64              |  | 22           | 
|Canada           |  | 11       |  |        |  |              |  | 11              |  |              | 
|Central America  |  | 9        |  |        |  |              |  | 9               |  | 4            | 
|South America    |  | 9        |  |        |  |              |  | 9               |  |              | 
|United Kingdom   |  |          |  | 21     |  |              |  | 21              |  | 2            | 
|France           |  |          |  | 21     |  |              |  | 21              |  | 8            | 
|Other Europe     |  |          |  | 57     |  |              |  | 57              |  | 13           | 
|Africa           |  |          |  | 11     |  |              |  | 11              |  | 2            | 
|Middle East      |  |          |  | 3      |  |              |  | 3               |  | 1            | 
|Asia-Pacific     |  |          |  |        |  | 17           |  | 17              |  | 13           | 
|                
|Worldwide Total  |  | 93       |  | 113    |  | 17           |  | 223             |  | 65           | 
|                

* Excluded are productive facilities in unconsolidated joint ventures
as well as service or support facilities.

The Companys manufacturing and support facilities are
designed according to the requirements of the products to be manufactured.
Therefore, the type of construction varies from plant to plant. Warehouse and
delivery facilities are generally provided at each of the manufacturing
locations, although the Company does lease outside warehouses. Management
believes that its manufacturing facilities, taken as a whole, are well
maintained and generally adequate for current operations.

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

In the design of each new facility, the Companys engineers
are instructed to pay particular attention to the safety of operations,
abatement of pollution, incorporation of the Companys research activities
and the quality of the product to be manufactured at such facility.

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Crown Cork & Seal Company, Inc.

In addition to the manufacturing facilities in the operating
segments, the Company has various support facilities. Such facilities include
machine shop operations, plant operations dedicated to printing for cans and
crowns, coil shearing, and coil coating and RD&E operations.

The Company maintains research facilities in Alsip, Illinois,
near Chicago, within the United States and in Wantage, England, near Oxford,
within the United Kingdom and its corporate headquarters in Philadelphia,
Pennsylvania; these facilities are owned.

The Company is involved in post-consumer aluminum and plastic
container recycling in the United States.

ITEM 3.   LEGAL PROCEEDINGS

The Company is one of over 100 defendants in a substantial number of
lawsuits filed by persons alleging bodily injury as a result of exposure to asbestos.
This litigation arose from the insulation operations of an U.S. company, the majority of
whose stock the Company purchased in 1963. Within approximately three months of this
stock purchase, this U. S. company sold its insulation operations.

For the past three years, the Company has provided $535 million
to increase its reserve for probable and estimable costs related to asbestos
litigation. At December 31, 2000, the reserve for asbestos litigation was $420
million. This reserve is related to the liability for pending and future claims
that are probable and estimable.

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

Further information on these matters and other legal proceedings
is presented in this Report
in Part II, within Item 7, Managements Discussion and Analysis of
Financial Condition and Results of Operations under the headings
Provision for Asbestos Litigation on pages 21 and 22 and
Environmental Matters on pages 22 and 23 and within Item 8 of this
Report on pages 38 and 39 under Note K to the Consolidated Financial Statements
entitled Commitments and Contingent Liabilities, which information
is incorporated herein by reference.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None

EXECUTIVE OFFICERS OF THE REGISTRANT

Information concerning the principal executive officers of the
Company, including their ages and positions, is set forth in a table found in
Part III, Item 10, Directors and Executive Officers of the
Registrant of this Report on page 58, which table is incorporated herein
by reference.

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Crown Cork & Seal Company, Inc.

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER
MATTERS

The Registrants common stock is listed on the New York
Stock Exchange and the Paris Bourse. On March 13, 2001, there were 5,555
registered shareholders of the Registrants common stock. The market price
at December 31, 2000, with respect to the Registrants common stock is set
forth in Item 8 of this Report on page 55 under Quarterly Data
(unaudited). The foregoing information regarding the number of registered
shareholders of common stock does not include persons holding stock through
clearinghouse systems in the United States and France. Details regarding the
Companys policy as to payment of cash dividends are set forth in Part II,
Item 7, Managements Discussion and Analysis of Financial Condition
and Results of Operations under Common Stock and Other
Shareholders Equity appearing on pages 23 and 24 of this Report,
which is incorporated herein by reference.

On February 26, 2000, approximately 8.1 million shares of the
Companys 4.5% cumulative convertible preferred stock mandatorily converted
into approximately 7.4 million shares of the Companys common stock
(together with the associated rights to purchase common stock). No shares of
such preferred stock remain outstanding. Further information regarding the
Companys 4.5% convertible preferred stock are set forth in Part II, Item
7, Managements Discussion and Analysis of Financial Condition and
Results of Operations under Common Stock and Other
Shareholders Equity appearing on pages 23 and 24 of this Report and
within Item 8 herein on page 41 under Note N to the Consolidated Financial
Statements entitled Capital Stock, which information is incorporated
herein by reference.

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Crown Cork & Seal Company, Inc.

ITEM 6.   SELECTED FINANCIAL DATA

FIVE YEAR SUMMARY OF SELECTED FINANCIAL DATA

|                                                              
|--------------------------------------------------------------
|(in millions, except per share, ratios and   other statistics)
|                                                              
|Summary of Operations                                         
|Net sales (1)                                                 
|                                                              
|Cost of products sold (1)                                     
|Depreciation and amortization                                 
|Selling and administrative expense                            
|% to net sales                                                
|Provision for restructuring and other charges                 
|(Gain)/loss on sale of assets                                 
|Interest expense, net of interest income                      
|Translation and exchange adjustments                          
|                                                              
|Income/(loss) before income taxes and                         
|cumulative effect of accounting changes                       
|% to net sales                                                
|Provision for income taxes                                    
|Minority interests, net of equity earnings                    
|                                                              
|Net income/(loss) before cumulative effect of                 
|accounting changes                                            
|% to net sales                                                
|Cumulative effect of accounting changes (2)                   
|                                                              
|Net income/(loss) (3)                                         
|Preferred stock dividends                                     
|                                                              
|Net income/(loss) available to common                         
|shareholders (3)                                              
|                                                              
|Return on average shareholders' equity (4)                    
|                                                              
|Financial Position at December 31                             
|Working capital                                               
|Total assets                                                  
|Short-term debt plus current long-term                        
|debt maturities                                               
|Long-term debt                                                
|Total debt to total capitalization*                           
|Minority interests                                            
|Shareholders' equity                                          
|                                                              

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Crown Cork & Seal Company, Inc.

FIVE YEAR SUMMARY OF SELECTED FINANCIAL DATA (Continued)

|                                                              
|--------------------------------------------------------------
|(in millions, except per share, ratios and   other statistics)
|                                                              
|Common Share Data (dollars per share)                         
|Earnings/(loss) per average common share                      
|Basic -   before cumulative effect of                         
|accounting change                                             
|after cumulative effect of                                    
|accounting change                                             
|Diluted - before cumulative effect of                         
|accounting change                                             
|after cumulative effect of                                    
|accounting change                                             
|Cash Dividends                                                
|Market price on December 31                                   
|Book value (based on year-end                                 
|outstanding shares plus assumed                               
|conversion of preference shares)                              
|Number of shares outstanding at year-end                      
|Average shares outstanding                                    
|Basic                                                         
|Diluted                                                       
|Shareholders (on record)                                      
|                                                              
|Other Statistics                                              
|Capital expenditures                                          
|Number of employees                                           
|Actual preferred shares outstanding                           
|                                                              

Notes:

*Total capitalization includes total debt (net of cash and cash
equivalents), minority interests and shareholdersequity.

Certain reclassifications of prior yearsdata have been made to
improve comparability.

|(1) |  | In
the fourth quarter of 2000, the Company adopted the accounting guidance provided in EITF
00-10, Accounting for Shipping and Handling Fees and Costs.As a result, net
sales and cost of products sold have been increased by $244 in 2000, $266 in 1999, $268
in 1998, $261 in 1997 and $267 in 1996. For additional information, see Note B to the
consolidated financial statements.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) |  | The
cumulative effect of accounting changes resulted from the adoption by the Company of EITF
97-13 in 1997.
|--- |  | ------------------------------------------------------------------------------------------------------------

|(3) |  | Amounts
for 2000, 1999, 1998, 1997 and 1996 included after-tax adjustments for restructuring and
other charges, $222 or $1.77 per basic and diluted share; $101 or $.78 per basic and
diluted share; $205 or $1.65 per basic share and $1.54 per diluted share; $43 or $.33 per
basic share and $.31 per diluted share and $32 or $.26 per basic share and $.24 per
diluted share, respectively. Net income also included an after-tax charge for a bad debt
provision of $36 or $.28 per basic and diluted share in 2000.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) |  | Excluding
the adjustments for restructuring, litigation, the cumulative effect of accounting
changes and other non-recurring items, the return on average shareholdersequity in
2000, 1999, 1998, 1997 and 1996 would have been 3.2%, 9.3%, 9.2%, 9.7% and 12.6%,
respectively.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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Crown Cork & Seal Company, Inc.

ITEM 7.   MANAGEMENTS DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND                RESULTS OF OPERATIONS 
                (in millions, except per share, employee, shareholder and
statistical data; per share earnings are                quoted as diluted)

INTRODUCTION

This discussion summarizes the significant factors affecting the
results of operations and financial condition of Crown Cork & Seal Company,
Inc. (the Company) during the three-year period ended December 31,
2000. This discussion should be read in conjunction with the Consolidated
Financial Statements included in this annual report.

Financial results (operating income, pre-tax income, net income
and earnings per share) for 2000, 1999 and 1998 were impacted by restructuring
and other charges summarized below:

RESTRUCTURING AND OTHER CHARGES

Pre-tax income was charged for $333 ($222 after taxes or $1.77
per share), $156 ($101 after taxes or $.78 per share), and $304 ($205 after
taxes or $1.54 per share) in 2000, 1999 and 1998, respectively.

Further information concerning the details of the restructuring
plans and asset impairment charges, including an analysis of the restructuring
accrual, is included in Notes L and M to the Consolidated Financial Statements
and under Provision for Restructuring and Other Charges as provided later in
this discussion. Further information concerning the details of the provision for
asbestos litigation is included in Note K to the Consolidated Financial
Statements and under Provision for Asbestos Litigation as provided later in this
discussion.

RESULTS OF OPERATIONS

The Company is organized on the basis of geographic regions with
three reportable segments: Americas, Europe and Asia-Pacific. The Americas
includes the United States, Canada and South and Central America. Europe
includes Europe, Africa and the Middle East. Although the economic environments
within each of these reportable segments are quite diverse, they are similar in
the nature of their products, the production processes, the types or classes of
customers for products and the methods used to distribute products.
Asia-Pacific, although below reportable segment thresholds, has been designated
as a reportable segment because considerable review is made of this region for
the allocation of resources. Each reportable segment is an operating division
within the Company and has a President reporting directly to the Chief Executive
Officer of the Company. Corporate includes Corporate Technology and
headquarters costs.

The Company evaluates performance and allocates resources based
on operating income, that is, income before net interest, foreign exchange and
gain/loss on sale of assets. The accounting policies for each reportable segment
are the same as those described in Note A, Summary of Significant
Accounting Policies.

NET SALES

Net sales and cost of products sold for prior years have been
restated to conform with EITF 00-10, which requires the reporting of freight and
handling costs as an element of cost of products sold instead of as a reduction
of sales.

Net sales during 2000 were $7,289, a decrease of $709 or 8.9% versus 1999
net sales of $7,998. Net sales during 1998 were $8,568. Sales from U.S. operations
decreased 8.3% and 6.1% in 2000 and 1999, respectively. Non-U.S. sales decreased 9.3% and
7.0% in 2000 and 1999, respectively. U.S. sales accounted for 40.9% of consolidated net
sales in 2000, 40.6% in 1999, and 40.4% in 1998.

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Crown Cork & Seal Company, Inc.

|             |           |  |                       |       |  |   |       |  |   |       |  |           |           |   |  |      |  
|------------ | --------- |  | --------------------- | ----- |  | - | ----- |  | - | ----- |  | --------- | --------- | - |  | ---- | -
|             | Net Sales |  | % Increase/(Decrease)
|             |           |  |                      
|DIVISION     |           |  |                       | 2000  |  |   | 1999  |  |   | 1998  |  | 2000/1999 | 1999/1998
|            
|Americas     |           |  | $                     | 3,742 |  | $ | 3,969 |  | $ | 4,222 |  |           | (5.6      | ) |  | (6.2 | )
|Europe       |           |  |                       | 3,239 |  |   | 3,703 |  |   | 4,003 |  |           | (12.5     | ) |  | (7.5 | )
|Asia-Pacific |           |  |                       | 308   |  |   | 333   |  |   | 343   |  |           | (7.5      | ) |  | (2.9 | )
|Corporate    |           | 
|             |          
|             |           |  | $                     | 7,289 |  | $ | 7,998 |  | $ | 8,568 |  |           | (8.9      | ) |  | (6.7 | )
|             |          

The decrease in 2000 Americas Division net sales was due to (i)
sales unit volume declines in the U.S. metal packaging product lines and (ii)
divested operations of $87; partially offset by (i) the partial recovery of
increased aluminum and resin costs from customers and (ii) sales unit volume
increases in Latin America beverage cans and U.S. plastic beverage closures. The
U.S. metal packaging volume declines, which accounted for approximately $200 of
the decrease, were primarily due to an overall decline in the U.S. beverage can
market and reduced volume requirements from a food can customer who filed for
Chapter 11 bankruptcy proceedings during the second quarter of 2000. Latin
American sales increased by $41 versus 1999, primarily due to the increase in
the Brazilian beverage can market. U.S. plastic beverage closure sales unit
volume increased 12% versus 1999 and U.S. PET beverage bottle sales decreased
approximately 1% versus 1999. The decrease in 1999 Americas Division net sales
was a result of (i) sales unit volume declines across most U.S. and Canadian
metal packaging product lines, (ii) the disposal of the Companys composite
can business, (iii) the pass-through of lower raw material costs, primarily in
aluminum cans and ends and PET beverage bottles, to customers and (iv) weak
economic conditions in South America following Brazils January 1999
currency devaluation; partially offset by sales unit volume increases in PET
beverage bottles, beverage and non-beverage plastic closures, aerosol cans and
beverage cans and ends at the Companys Colombian beverage can joint
venture. Lower pricing in 1999 had an overall 3.5% negative effect on net sales
compared to 1998 while volume declines reduced division net sales by 2.0%. U.S.
sales accounted for 79.7% of division net sales in 2000 and 82.0% in 1999 and
1998.

Excluding the unfavorable impact of foreign currency translation
of $398, European Division net sales decreased $66 or 1.8% from 1999. The
decrease was primarily due to volume losses of approximately $55, or 1.7% in
constant dollars, and selling price reductions of approximately $7. The sales
unit volume losses were primarily due to (i) food can sales in the United
Kingdom, France and Italy, and (ii) beverage can and plastic beverage bottle
sales in the United Kingdom; partially offset by increased volumes in the health
and beauty care packaging, plastic closure, French and Spanish beverage can, and
Eastern European food can operations. Selling price decreases in the food can
and beverage can operations, due in part to the strength of the sterling versus
the euro and the pass-through to food can customers of lower steel costs, were
offset by higher selling prices in the plastics operations, primarily due to the
pass-through of higher resin costs. Excluding the unfavorable impact of foreign
currency translation, net sales in the European Division decreased 4.3% in 1999
versus 1998. The decrease was a result of (i) competitive pricing across many
product lines coupled with the pass-through of lower raw material costs,
reducing division net sales by 3.0%, (ii) sales unit volume decreases of food
cans in the United Kingdom, Iberia and Central Europe, (iii) lower aerosol can
volumes in the United Kingdom, (iv) lower overall sales unit volumes in health
and beauty care packaging and (v) the divestment of a majority portion of the
Companys interest in its South African beverage can operations; partially
offset by increased sales unit volumes of (i) beverage cans, up 7.5% for the
year with strong performances in the United Kingdom, France, Greece and Spain,
(ii) food cans in Benelux, France and Italy, (iii) plastic beverage closures, up
10.8% and (iv) PET beverage bottles, up 5.9%. Pricing in 1999 remained
competitive throughout the division across all product lines especially in food
cans where constant dollar sales values were 3.4% lower than in 1998 despite an
overall volume increase of 1.9%.

The decrease in net sales for the Asia-Pacific Division in 2000
versus 1999 was primarily due to $21 of decreased beverage can sales in China
and $7 of unfavorable foreign currency translation, primarily in Thailand. The
decrease in China beverage can sales was due to a reduction in customer
requirements and continued pressure on selling prices. Selling price decreases
in Thailand were partially compensated by higher

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Crown Cork & Seal Company, Inc.

unit volumes. The decrease in net sales for the Asia-Pacific Division in
1999 as compared to 1998 was primarily the result of decreased beverage can sales in
China. Lower beverage can pricing, a result of very aggressive competition throughout the
division, was the major pricing factor which reduced division net sales 4.8% during 1999.
The Companys operations in Thailand reported very strong sales unit volume
increases in 1999 across all product lines, most notably, beverage, food and seafood cans
and plastic beverage closures.

COST OF PRODUCTS SOLD

Cost of products sold for 2000, excluding depreciation and
amortization, was $5,982, a decrease of 5.4% from $6,326 in 1999, which was 6.9%
lower than 1998. The decrease in 2000 was due to the appreciation of the U.S.
dollar against most foreign currencies and generally lower sales unit volumes;
partially offset by increased raw material and energy costs, and a charge of $55
against receivables due from a food can customer in Chapter 11 bankruptcy
proceedings. As a percentage to net sales, cost of products sold was 82.1% in
2000 as compared to 79.1% in 1999 and 79.3% in 1998. The increase as a
percentage to sales was due to lower sales unit volumes in many product lines,
increased raw material and energy costs, reduced selling prices in certain
operations, and the charge against receivables of $55 in 2000.

SELLING AND ADMINISTRATIVE

Selling and administrative expense for 2000 was $314, a decrease
of 9.8% from the 1999 expense of $348, following a decrease of 8.2% from $379 in
1998. The decrease in 2000 was primarily due to the appreciation of the U.S.
dollar against the European currencies, reduced research and development
spending, and the continued reduction in headcount. The decrease in 1999 was
primarily due to the prior restructuring activities within the European
operations and the appreciation of the U. S. dollar against the European
currencies.

OPERATING INCOME

The Company views operating income as the principal measure of
performance before interest costs and other non-operating expenses. Operating
income, after restructuring and other charges, was $165, $646 and $557 in 2000,
1999 and 1998, respectively. Operating income, before restructuring and other
charges, was $498, $802 and $861 in 2000, 1999 and 1998, respectively. Operating
income before restructuring and other charges, as a percentage to net sales, was
6.8% in 2000 and 10.0% in both 1999 and 1998.

An analysis of operating income by division, before
restructuring and other charges, follows:

|             |                  |  |                       |      |   |   |      |   |   |      |   |           |           |   |  |       |  
|------------ | ---------------- |  | --------------------- | ---- | - | - | ---- | - | - | ---- | - | --------- | --------- | - |  | ----- | -
|             | Operating Income |  | % Increase/(Decrease)
|             |                  |  |                      
|DIVISION     |                  |  |                       | 2000 |   |   | 1999 |   |   | 1998 |   | 2000/1999 | 1999/1998
|            
|Americas     |                  |  | $                     | 214  |   | $ | 384  |   | $ | 374  |   |           | (44.3     | ) |  | 2.7   |  
|Europe       |                  |  |                       | 342  |   |   | 456  |   |   | 556  |   |           | (25.0     | ) |  | (18.0 | )
|Asia-Pacific |                  |  |                       | 22   |   |   | 31   |   |   | 3    |   |           | (29.0     | ) |  | 933.3 |  
|Corporate    |                  |  |                       | (80  | ) |   | (69  | ) |   | (72  | ) |           | (15.9     | ) |  | 4.2   |  
|             |                 
|             |                  |  | $                     | 498  |   | $ | 802  |   | $ | 861  |   |           | (37.9     | ) |  | (6.9  | )
|             |                 

Operating income in the Americas Division was 5.7% of net sales
in 2000 versus 9.7% in 1999 and 8.9% in 1998. The decrease in 2000 operating
income and margins was due to (i) a charge of $55 against a receivable from a
food can customer that filed a voluntary Chapter 11 bankruptcy petition, (ii)
sales unit volume declines in the U.S. metal packaging product lines as
described above, (iii) increased resin costs that were not fully recovered, (iv)
decreased profits for U.S. beverage cans due to competitive pressures on selling
prices and (v) increased energy costs; partially offset by (i) improved beverage
can volumes in Latin America and (ii) increased sales volumes in health and
beauty care packaging. The increase in 1999 operating income and margins was
primarily due to (i) cost savings in the Companys U.S. metal and plastic
container businesses from related 1998 and 1997 restructuring programs, (ii)
sales unit volume gains in PET beverage bottles,

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Crown Cork & Seal Company, Inc.

aerosol cans, beverage and non-beverage plastic closures and beverage
cans and ends in Colombia and (iii) a $7 reduction in division selling and administrative
costs, including $5 in U.S. operations; partially offset by (i) sales unit volume
declines across most U.S. and Canadian metal packaging product lines, (ii) competitive
selling price pressures across most division product lines and (iii) the January 1999
currency devaluation in Brazil which drove local currency raw material prices higher with
price pressures prohibiting the full pass-through of these cost increases. The Company
believes that the Americas Division operating margins will remain under pressure in 2001
due to the continued low selling prices in the U.S. beverage can market and the full-year
effect of the lower food can volumes. In addition, U.S. pension income of $28 in 2000 is
projected to be an expense of approximately $22 in 2001, primarily due to the lower value
of the plan assets at December 31, 2000 versus the end of 1999.

European Division operating income was 10.6% of net sales in
2000 versus 12.3% in 1999 and 13.9% in 1998. Excluding the negative exchange
rate effect of $50, the decrease in 2000 operating income and margins is due to
(i) increased resin and aluminum costs, (ii) lower selling prices in the food
can operations, (iii) lower food can volumes in the United Kingdom, France and
Italy and (iv) lower beverage can and plastic beverage bottle volumes in the
United Kingdom; partially offset by (i) increased volumes in the health and
beauty care packaging operations, (ii) cost reductions throughout the food can
and beverage can operations and (iii) increased pension income in the United
Kingdom. The strength of the sterling versus the euro also contributed to the
reduced selling prices and operating income in the United Kingdom operations.
The decrease in 1999 operating income and margins was a result of (i)
competitive pricing across several product lines, (ii) sales unit volume
decreases of food cans in the United Kingdom, Iberia and Central Europe, (iii)
lower aerosol volumes in the United Kingdom, (iv) lower overall sales unit
volumes in health and beauty care packaging and (v) the appreciation of the U.S.
dollar against most European currencies. These factors offset (i) strong sales
unit volume performances in (a) beverage cans in the United Kingdom, France,
Greece and Spain, (b) plastic beverage bottles, (c) plastic beverage closures,
(d) food cans in Benelux, France and Italy and (ii) cost reductions from
restructuring, capital expenditure and other cost improvement programs. The
Company believes that lower selling prices, largely in the United Kingdom due to
the strength of the sterling against the euro, will continue in 2001.

Operating income in the Asia-Pacific Division was 7.1% of net
sales in 2000 versus 9.3% in 1999 and 0.9% in 1998. The decrease in 2000
operating income and margins was primarily due to selling price decreases in the
China and Thailand operations. The China beverage can market continues to suffer
from overcapacity, and the resulting pressure on selling prices lowered
operating income by $8. The effect of selling price reductions in the Thailand
food and plastic beverage closure operations decreased operating income by $6,
but were partially offset by sales unit volume increases of $2 in these
operations. Beverage can sales in Southeast Asia contributed $1 of additional
operating income as unit volume gains in Singapore and Malaysia were offset by
lower volumes in Vietnam. The increase in 1999 operating income and margins was
due primarily to (i) sales unit volume increases of seafood cans, food cans,
beverage cans, aerosol cans and plastic beverage closures in Thailand, (ii)
sales unit volume increases of beverage cans in Malaysia and Singapore, (iii)
cost reductions, approximating 46% of the operating income improvement, achieved
through line speed, spoilage reduction and restructuring programs and (iv) the
appreciation of many Southeast Asian currencies against the U.S. dollar, which
offset (i) sales unit volume declines of beverage cans in China and (ii)
competitive selling pressures across many product lines throughout the region.

(GAIN) LOSS ON SALE OF ASSETS

During 2000, the Company sold various surplus properties and
other assets for a total of $28 and realized a net loss of $1. In 1999, the
Company sold its composite can business for $44 in cash. The business sold
included manufacturing assets at three separate locations which had generated
annual net sales of approximately $30. Gains, totaling $18, were realized from
the sales of the composite can business and seventeen surplus properties in
1999.

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Crown Cork & Seal Company, Inc.

NET INTEREST EXPENSE

Interest expense, net of interest income, was $373 in 2000, an
increase of $31 or 9.1% compared to 1999 net interest expense of $342. Net
interest expense in 1998 was $363. The increase in 2000 was primarily due to
higher interest rates, offset by a decrease of approximately $11 due to foreign
currency translation. The tightening bank credit environment and concern over
the Companys asbestos litigation contributed to downgrades in the
Companys debt rating during the third and fourth quarters of 2000 by the
major rating agencies. Due to these downgrades, the Company lost access to
several sources of lower cost financing, including the commercial paper market
and receivables securitization programs. The decrease in 1999 net interest
expense was due primarily to generally lower interest rates, debt reduction and
lower raw material costs which helped reduce the early season build-up of
working capital. Net interest expense in 2001 is projected to be significantly
higher due to higher interest rates and fees incurred in connection with the
extension of the Companys $2,500 credit facility and new borrowings under
a $400 term loan. The credit facility and term loan are summarized in the
Liquidity and Capital Resources section of this discussion and in Note P to the
Consolidated Financial Statements.

FOREIGN EXCHANGE

Unfavorable foreign exchange adjustments of $8, $13 and $14 were
recorded in 2000, 1999 and 1998, respectively, primarily from the remeasurement
of the Companys operations in highly inflationary economies, or those
non-U.S. subsidiaries with a U.S. dollar functional currency.

TAXES ON INCOME

The effective tax rates on income or loss were 26.7%, 34.0% and
41.1% in 2000, 1999 and 1998, respectively. Excluding restructuring and other
charges, the adjusted effective rates were 45.7%, 34.4% and 35.7% in 2000, 1999
and 1998, respectively. The increase in the adjusted 2000 effective rate is
primarily because non-deductible goodwill amortization had a larger percentage
effect on the lower adjusted pre-tax income. Benefits recorded in 2000 for the
reduction of reserves for tax contingencies were offset by a net charge for
valuation allowance adjustments. The decrease in the effective tax rate in 1999
was principally a result of the effect of non-deductible goodwill amortization
having a lesser percentage impact on higher pre-tax income. The decrease in the
effective tax rate in 1999, excluding restructuring and other charges, was
primarily due to (i) a tax rate reduction in the United Kingdom; (ii) increased
pre-tax income in lower tax rate countries in Asia and South America and (iii)
taxable profits in Company operations where the utilization of previous net
operating losses offset current tax liabilities. The Companys effective
tax rate is different than the U.S. federal statutory rate of 35% primarily due
to lower rates in certain non-U.S. operations, the ongoing re-evaluation of
reserve and valuation allowance requirements, and non-deductible goodwill
amortization. A reconciliation of the U.S. federal statutory rate to the
Companys effective rate is presented in Note T to the Consolidated
Financial Statements.

The Company recorded a U.S. federal tax benefit of $127 during
2000 in connection with current year losses, arising from the asbestos
litigation provision, the receivables provision of $55, and higher interest
costs. The Company will continue to review the recoverability of these and all
other deferred tax assets each quarter.

MINORITY INTERESTS, NET OF EQUITY EARNINGS

Minority interests share of net income was $18, $23 and $5
in 2000, 1999 and 1998, respectively. The decrease in 2000 was due to (i)
decreased operating income in the China beverage can operations, (ii) the
purchase of the minority shares in CarnaudMetalbox Asia Limited during the
second quarter of 2000 and (iii) reduced profits in the Companys
operations in Greece; partially offset by better results in the Brazilian and
Colombian beverage can operations. The increase in minority interests in 1999
was due primarily to (i) increased profits throughout Asia, most notably
Thailand, (ii) increased profits in Greece due to the acquisition

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Crown Cork & Seal Company, Inc.

of Alucanco, (iii) the elimination of start-up losses in Colombia and
(iv) the divestment of a majority portion of the Companys interest in its South
African beverage can operations which reported operating losses in 1998.

Equity in earnings of affiliates was $3, $0 and $4 in 2000, 1999
and 1998, respectively. The increase in 2000 was primarily due to improved
results in the Companys beverage can ventures in the Middle East and
Venezuela. The decrease in equity earnings in 1999 was primarily due to (i)
lower earnings in the Companys non-consolidated affiliates in Brazil,
Mexico and Venezuela and (ii) the write-off of a Company investment in Spain.

NET INCOME AND EARNINGS PER SHARE

The net loss for 2000 was $176 compared to net income of $166
and $88 in 1999 and 1998, respectively. Loss per share was $1.40 compared to
earnings per share of $1.36 and $.71 in 1999 and 1998, respectively. Net income
from operations, excluding (i) provisions for restructuring and other charges,
(ii) the bad debt charge of $55 in 2000 for a customer in Chapter 11 proceedings
and (iii) gains and losses on sale of assets was $83, $257 and $293 in 2000,
1999 and 1998, respectively, while earnings per share was $.66, $2.10 and $2.33,
respectively.

FINANCIAL POSITION

LIQUIDITY AND CAPITAL RESOURCES

Cash and cash equivalents totaled $382 at December 31, 2000
compared to $267 and $284 at December 31, 1999 and 1998, respectively. The
Companys primary sources of cash for 2000 consisted of funds provided from
operations of $270 and the net increase in short term borrowings of $601. The
Companys primary uses of cash in 2000 consisted of (i) capital
expenditures of $262, (ii) payments of long-term debt of $216, (iii) dividends
paid of $127, (iv) the purchase, for $81, of the minority interests in the
Companys CarnaudMetalbox Asia Limited subsidiary operations in Thailand,
Singapore, Vietnam and China, and (v) the repurchase of approximately 3.2
million common shares at an aggregate cost of $49. The decrease in funds
provided from operations in 2000 versus 1999 was the result of (i) reduced
operating profit, (ii) a decrease in asset securitization of $68 in 2000 and
(iii) an increase in working capital.

In 2000 the Company funded its working capital through the
issuance of commercial paper and its multicurrency credit facility. During the
third and fourth quarters, however, the Companys ability to access the
commercial paper market was eliminated due to downgrades in its credit rating
and, as a result, the Company funded its operations thereafter through its
$2,500 multicurrency credit facility. As of March 14, 2001, the Company's
corporate credit rating from Standard and Poors is BB and the
long-term credit rating is B with a negative outlook. The long-term
credit rating from Moodys is B2, also with a negative outlook.

As of December 31, 2000, the Company had drawn $2,315 against
its $2,500 multicurrency revolving credit facility with a maturity date of
February 4, 2002, and the entire balance was classified as Long-term debt,
excluding current maturities in the Consolidated Balance Sheet.

On March 2, 2001, the Company amended and restated its $2,500
multicurrency revolving credit facility and obtained a new $400 term loan. The
amended and restated credit facility bears interest at LIBOR plus 2.5% and the
maturity date has been extended to December 8, 2003. The term loan bears
interest at LIBOR plus 3.5% and matures February 4, 2002. In connection with the
new facility and term loan, the Company has pledged as collateral the stock of
certain of the Companys subsidiaries and substantially all of the assets
of the borrowing companies and the Companys domestic subsidiaries, except
for those assets which are already pledged, are precluded from being pledged
under existing or anticipated agreements, or are impractical to pledge under
local law. The credit facility and term loan contain covenants which include (i)
interest coverage and leverage ratios, (ii) restrictions on the assumption of
indebtedness and payment of dividends and (iii) restrictions on the use of
proceeds from asset sales. Any credit facility or term loan

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Crown Cork & Seal Company, Inc.

repayments made using proceeds from the sale of businesses will
permanently reduce the funds available under the agreement.

On August 25, 1999, the Company sold $350 of public debt
securities utilizing the remaining available outstanding on its November 26,
1996 shelf registration filing with the Securities and Exchange Commission (the
SEC). The notes mature on September 1, 2002 and bear interest at a
rate of 7.125% per annum, payable semiannually. The proceeds of this offering
were used to pay down short-term commercial paper.

On December 2, 1999, the Company sold Euro 300 6% Senior Notes
through its wholly owned finance subsidiary, Crown Cork & Seal Finance S.A.
located in France. The notes are unconditionally and irrevocably guaranteed by
the Company and will mature December 6, 2004. The notes are not registered under
the United States Securities Act of 1933, but are listed on the Luxembourg Stock
Exchange. The proceeds of the offering were used to pay down short-term
indebtedness.

On March 2, 1998, the Company completed the repurchase of
4,093,826 shares of its common stock at $49.00 per share and 3,660,300 shares of
its acquisition preferred at $46.00 per share from Compagnie
Générale dIndustrie et de Participations (CGIP). The
repurchased shares represented approximately 5.3% of the Companys then
outstanding voting securities. These repurchased preference shares were retired.
The transaction value of $369 was financed through an increase in short-term
indebtedness.

The Companys ratio of total debt (net of cash and cash
equivalents) to total capitalization was 68.3%, 60.3% and 62.3% at December 31,
2000, 1999 and 1998, respectively. Total capitalization is defined by the
Company as total debt (net of cash and cash equivalents), minority interests and
shareholders equity. The increase in the Companys debt is due to
free cash flow (defined as cash from operations less capital expenditures and
dividends paid) of ($118), the acquisition of minority interests in Asia for $81
and share repurchases of $49. The Companys free cash flow would have been
($50) had it not lost $68 of receivables securitization due to the downgrade in
its credit ratings. As of December 31, 2000, $68 of long-term debt matures
within one year.

The Company is highly leveraged. As of December 31, 2000, the
Company had outstanding $232 of short-term debt and $5,117 of long-term debt. As
a result of this indebtedness and higher interest costs relating to the amended
multicurrency credit facility and the new term loan, the Company expects that a
significant portion of its free cash flow will be dedicated to interest and
principal payments on its outstanding indebtedness. In addition, the Company is
required to fund its U.S. pension plans for approximately $100 in 2001. The
Company expects to repay its indebtedness, including the term loan due in
February, 2002, through a combination of internally generated funds, asset
dispositions and refinancings. There can be no assurance, however, regarding the
timing or terms of any such dispositions. The Company is also considering
expanding its receivable securitization program.

The Company believes it has sufficient sources of financing to
maintain its current operations and to fund its obligations as they become due.
However, actual results could differ from this expectation as a result of
multiple factors, such as the Companys ability to consummate asset sales
on acceptable terms and the impact of any further downgrades of the
Companys debt ratings.

MARKET RISK

In the normal course of business, the Company is exposed to
fluctuations in currency values, interest rates, commodity prices and other
market risks. The Company addresses these risks through a program that includes
the use of financial instruments. Financial instruments utilized by the Company
in its hedging activities, primarily swaps and forwards, are viewed as risk
management tools, involve little complexity and are not used for trading or
speculative purposes. The Company diversifies the counterparties used and
monitors the concentration of risk to limit its counterparty exposure.

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Crown Cork & Seal Company, Inc.

International operations, principally European, constitute a
significant portion of the Companys consolidated revenues and identifiable
assets. These operations result in a large volume of foreign currency
commitments and transaction exposures and significant foreign currency net asset
exposures. The Companys objective in managing exposure to foreign currency
fluctuations is to reduce earnings and cash flow volatility associated with
foreign exchange rate changes. The Company actively manages foreign currency
exposures associated with recognized foreign currency denominated assets and
liabilities, firm commitments and anticipated transactions which arise in the
normal course of business at the operating unit level. Exposures that cannot be
naturally offset within an operating unit are hedged with derivative financial
instruments. The general purpose for using derivative instruments is to minimize
the cash flow variability of local currency costs and revenues which are
denominated in currencies other than the local functional currency. Foreign
exchange contracts which hedge defined exposures generally mature within twelve
months. The Company does not generally hedge its exposure to translation gains
or losses on its non-U.S. net assets because cash flows are often reinvested
within the operations which generate them and, where possible, borrowings are
obtained in the local functional currency. The Company has also entered into
cross-currency swaps to hedge the related foreign currency exchange risk related
to subsidiary debt which is denominated in currencies other than the functional
currency of the related subsidiary. The swaps outstanding at December 31, 2000
effectively convert U.S. dollar-denominated debt into local currency debt for
both interest and principal.

The table below provides information in U.S. dollars as of
December 31, 2000 about the Companys forward currency exchange contracts.
The majority of the contracts expire in 2001.

|Buy/Sell                      | ContractAmount | Average ContractualExchange Rate
|----------------------------- | -------------- | --------------------------------
|U.S. dollars/Euro             |                | $349                            
|Sterling/U.S. dollars         |                | 363                             
|Euro/Sterling                 |                | 277                             
|Sterling/Euro                 |                | 100                             
|U.S. dollars/Canadian dollars |                | 90                              

The Company has an additional $187 in a number of smaller
contracts to purchase or sell various other currencies, principally European, as
of December 31, 2000. Unrealized losses on these contracts at December 31, 2000
were $3.

Total forward exchange contracts outstanding as of December 31,
1999 were $1,336.

The Company manages its interest rate risk, primarily from
fluctuations in U.S. prime and LIBOR interest rates, in order to balance its
exposure between fixed and variable rates while attempting to minimize its
interest costs. Generally, the Company maintains variable interest rate debt at
a level of 40% to 60% of total borrowings. The Company manages its interest rate
risk by retiring and issuing debt from time to time and by executing interest
rate swaps. At December 31, 2000, three cross-currency swaps were outstanding
with a U.S. dollar-equivalent notional amount of $700. These swaps effectively
convert fixed rate U.S. dollar-denominated debt into fixed rate
sterling-denominated debt (£ 302) and floating rate euro-denominated debt
(euro 223). The notional amounts and maturities for the underlying U.S. dollar
debt and the cross-currency swaps are the same, minimizing the impact on the
financial statements from changing interest and foreign exchange rates.

For debt obligations, the table below presents principal cash
flows and related interest rates by year of maturity. Variable interest rates
disclosed represent the weighted average rates at December 31, 2000.
Cross-currency swaps have been included within the appropriate debt
classification.

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Crown Cork & Seal Company, Inc.

|                      | Year of Maturity
|--------------------- | ----------------
|                      |                 
|Debt                  |                 
|                     
|Fixed rate            |                 
|Average interest rate |                 
|                     
|Variable rate         |                 
|Average interest rate |                 
|                     

* Includes debentures of $200 with a maturity of 2023 which
are redeemable at the option of the Company, with prior notice to holders, at
any time on or after April 15, 2003. Redemption values vary as defined in the
prospectus dated January 15, 1993.

At December 31, 1999, debt outstanding included fixed rate debt
of $2,910 with an average interest rate of 7.3%, and variable rate debt of
$2,194 with an average interest rate of 5.1%.

The Companys basic raw materials, primarily aluminum,
tinplate and resins, are subject to significant price fluctuations. The
Companys objective in managing its exposure to changing commodity prices
is to limit the impact on earnings and cash flow, that is, reduce volatility,
through arrangements with customers and suppliers and, at times, through the use
of commodity instruments designated as hedges. Any gains or losses realized from
the use of these instruments are included in inventory to the extent that they
are designated and effective as hedges of the anticipated purchases. The
maturities of the commodity instruments closely correlate to the anticipated
purchases of those commodities.

The Companys use of financial instruments in managing
market risk exposures described above is consistent with the prior year. Further
information specific to Company financing is presented in Notes P and Q to the
Consolidated Financial Statements.

PROVISION FOR RESTRUCTURING AND OTHER CHARGES

The items included within this caption in 2000 are provisions of
(i) $255 ($166 net of tax or $1.32 per share) in connection with asbestos
litigation, (ii) $48 ($33 net of tax or $.27 per share) for restructuring
charges, (iii) $26 ($19 net of tax or $.15 per share) for asset impairment
charges and (iv) $4 ($4 net or $.03 per share) for the loss associated with the
sale of an operation in South America to its local management. In 1999, this
caption included a provision of $163 ($106 net of tax or $.87 per share) for
asbestos litigation and a credit of $7 ($5 net of tax or $.04 per share) for
restructuring. In 1998, this caption included $179 ($127 after-tax or $.95 per
share) for restructuring and $125 ($78 net or $.59 per share) for asbestos
litigation.

The asbestos litigation is discussed further under the section
titled Provision for Asbestos Litigation.

The 2000 restructuring charge of $48 was incurred in connection
with overhead structure modifications in Europe and the closure of three plants
in the U.S. metal packaging operations. The charge included (i) severance pay
and benefits covering the reductions of approximately 1,000 employees, a cash
expense of $42, (ii) costs associated with the write-down of assets of $1 and
(iii) lease termination and other exit costs of $5. The Company anticipates that
the restructuring actions will save approximately $30 after-tax on an annualized
basis when fully implemented. Additional details about the restructuring charge
are included in Note L to the Consolidated Financial Statements.

The 2000 asset impairment charge of $26 includes the write-off
of a minority interest in a machinery company and an investment in Eastern
Europe due to uncertainty regarding the ultimate recovery of these investments.
The events which caused the Company to review its investments for impairment
were a Chapter 11 bankruptcy petition filed by the machinery company and the
politically unstable environment in which the Companys investment in
Eastern Europe operated.

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Crown Cork & Seal Company, Inc.

During 1999, management decided not to close a plant originally
provided for in September 1998 based on a customers decision to increase
its purchases in that plants geographic market. Management also decided
during 1999 to close one plant in Europe and to reorganize its worldwide
research and development functions. This decision, combined with the
cancellation of the 1998 project, resulted in a net credit to earnings of $7 ($5
after-tax or $.04 per share), including a credit of $6 for employee severance
and related benefits and a credit of $1 for other exit costs.

During 1998, the Company provided $179 ($127 after-tax or $.95
per share) for the costs associated with a plan to close thirteen plants and to
reorganize three additional plants. Included in the restructuring charge were
costs for (i) severance and related benefits amounting to $99, (ii) asset
write-downs amounting to $60 and (iii) lease termination and other exit costs
amounting to $20, primarily a cash expense. The severance charge covered the
reduction of approximately 2,900 employees, 1,900 of whom were involved in
direct manufacturing operations. Reductions in headcount were completed at the
end of the third quarter of 1999. The asset write-downs which reflected the
impairment of property, plant and equipment, principally in the Americas
Division, were reflected as a reduction in the carrying values of the related
assets. Lease termination and other exit costs were substantially incurred by
the end of 1999.

PROVISION FOR ASBESTOS LITIGATION

The Company is one of over 100 defendants in a substantial
number of lawsuits filed by persons alleging bodily injury as a result of
exposure to asbestos. This litigation arose from the insulation operations of a
U.S. company, the majority of whose stock the Company purchased in 1963. Within
approximately three months of this stock purchase, this U.S. company sold its
insulation operations.

Prior to 1998, the amounts paid to asbestos litigation claimants
were covered by a fund of $80 made available to the Company under a 1985
settlement with carriers insuring the Company through 1976, when the Company
became self-insured.

Until 1998 the Company considered that the fund was adequate and
that the likelihood of exposure for this litigation in excess of the amount of
the fund was remote. This view was based on the Companys analysis of its
potential exposure, the balance available under the 1985 settlement, historical
trends and actual settlement ranges. However an increase in claims activity
along with several larger group settlements, caused the Company to reevaluate
its position. As a consequence, the Company provided an after-tax charge of $78
(or $.59 per share) in 1998 to supplement the remaining fund and cover estimated
future claims.

During 1999, the Company recorded an after-tax charge of $106
(or $.87 per share) to increase its estimate of probable costs related to
asbestos. This charge was based on managements on-going evaluation of the
adequacy of its asbestos related accrual and considered the nature and amounts
of claims settled and new claims received. The need to increase the accrual was
primarily driven by an acceleration of pending claims as well as larger group
settlements which occurred in the fourth quarter of 1999.

During the fourth quarter of 2000, the Company engaged an expert
in the field of medical demographics to perform an independent evaluation of the
Companys potential asbestos liability. Based on this evaluation, and the
Companys own review, the Company recorded an after-tax charge of $166 (or
$1.32 per share) to increase its reserve for probable and estimable costs
related to asbestos litigation. The Company expects to incur asbestos liability
payments of approximately $100 during the next year, of which $54 relates to
settlements in place at December 31, 2000.

At December 31, 2000, approximately 44,000 asbestos personal
injury claims were pending against the Company. During 2000, approximately
44,000 claims were filed and the Company disposed of approximately 40,000 claims
for approximately $100, some of which will be paid to claimants over a period of
several years. These figures, and the charge noted above, do not include 31,000
pending claims involving plaintiffs who

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Crown Cork & Seal Company, Inc.

allege that they are, or were, maritime workers subject to exposure to
asbestos, but whose claims the Company believes, based upon counsels advice, will
not, in the aggregate, involve any material liability.

Based on the independent evaluation referred to above, and the
Companys own review, the asbestos related liability for pending and future
claims that are probable and estimable was approximately $420 at
December 31, 2000. The Company cautions, however, that this estimate may be
influenced by changes in the litigation environment and other factors which may
vary as claims are filed and settled or otherwise disposed of. Accordingly,
these matters, if resolved in a manner different from the estimate, could have a
material effect on the operating results or cash flows in future periods. While
it is not possible to predict with certainty the ultimate outcome of these
lawsuits and contingencies, the Company believes, after consultation with
counsel, that resolution of these matters is not expected to have a material
adverse effect on the Companys financial position.

CAPITAL EXPENDITURES

Consolidated capital expenditures totaled $262 in 2000 as
compared with $280 in 1999. Minority partner contributions to consolidated
capital expenditures were approximately $4 in both years.

Spending in the European Division of $132 included line
conversion, lightweighting and can shaping projects in the United Kingdom
beverage can operations, plastic closure capacity expansion in Western Europe,
and increased printing capabilities in France.

The Company expects its capital expenditures in 2001 to be
approximately $170, which the Company believes is sufficient to maintain its
operations at their current levels of capacity and efficiency.

ENVIRONMENTAL MATTERS

Compliance with the Companys Environmental Protection
Policy is a primary management objective and the responsibility of each employee
of the Company. The Company is committed to the protection of human health and
the environment and is operating within the increasingly complex laws and
regulations of national, state, and local environmental agencies or is taking
action aimed at assuring compliance with such laws and regulations.
Environmental considerations are among the criteria by which the Company
evaluates projects, products, processes and purchases, and, accordingly, does
not expect compliance with these laws and regulations to have a material effect
on the Companys competitive position, financial condition, results of
operations or capital expenditures.

The Company is dedicated to a long-term environmental protection
program and has initiated and implemented many pollution prevention programs
with an emphasis on source reduction. The Company continues to reduce the amount
of metal and plastic used in the manufacture of steel, aluminum and plastic
containers through lightweighting programs. The Company not only
recycles nearly 100% of scrap aluminum, steel, plastic and copper used in its
manufacturing processes, but through its Nationwide Recyclers subsidiary, is
directly involved in post-consumer aluminum and plastics recycling. Many of the
Companys programs for pollution prevention reduce operating costs and
improve operating efficiencies.

The Company has been identified by the EPA as a potentially
responsible party (along with others, in most cases) at a number of sites.
Estimated remedial expenses for active projects are recognized in accordance
with generally accepted accounting principles governing probability and the
ability to reasonably estimate future costs. Actual expenditures for remediation
were $2 and $3 in 2000 and 1999, respectively. The Companys balance sheet
reflects estimated gross remediation liabilities of $21 and $19 at December 31,

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Crown Cork & Seal Company, Inc.

2000 and 1999, respectively, and probable recoveries related to
indemnification from the sellers of acquired companies and the Companys insurance
carriers of $5 and $10 at December 31, 2000 and 1999, respectively.

Environmental exposures are difficult to assess for numerous
reasons, including the identification of new sites, advances in technology,
changes in environmental laws and regulations and their application, the
scarcity of reliable data pertaining to identified sites, the difficulty in
assessing the involvement of and the financial capability of other potentially
responsible parties and the time periods (sometimes lengthy) over which site
remediation occurs. It is possible that some of these matters, the outcome of
which are subject to various uncertainties, may be decided unfavorably against
the Company. It is, however, the opinion of Company management, after consulting
with counsel, that any unfavorable decision will not have a material adverse
effect on the Companys financial position, cash flows or results of
operations.

COMMON STOCK AND OTHER SHAREHOLDERS EQUITY

Shareholders equity was $2,109 at December 31, 2000 as
compared with $2,891 and $2,975 at December 31, 1999 and 1998, respectively. The
decrease in 2000 equity was primarily due to the net loss for the year of $174,
currency translation losses in non-U.S. operations of $221, a minimum pension
liability adjustment of $213, dividends declared on common stock of $125, and
stock repurchases of $49. The decrease in 1999 equity was due to currency
translation in non-U.S. subsidiaries of $161, dividends declared on common stock
of $122 and the repurchase of common and preferred shares of $30, offset by $166
of earnings in the business and a $63 minimum pension liability adjustment.

The Companys 1998 share repurchase program allows for the
repurchase of up to ten million shares of outstanding common and preferred
stock. The Companys new credit agreement, however, as presented in the
Liquidity and Capital Resources section of this discussion, prohibits the
repurchase of common stock except to meet the requirements for the
Companys stock-based compensation and savings plans. The Company acquired
3,165,528 shares, 1,256,700 shares and 6,528,783 shares of common stock in 2000,
1999 and 1998, respectively, for $49, $29 and $286, respectively. The Company
also acquired 50,000 shares and 4,055,300 shares of acquisition preferred stock
for $1 and $181 during 1999 and 1998, respectively.

The Company declared cash dividends on common stock totaling
$125 in 2000 and $122 in 1999. The Companys Board of Directors suspended
the quarterly dividend of $.25 per share during the fourth quarter of 2000. In
addition, the Companys new credit agreement prohibits the payment of
future dividends.

At December 31, 2000, common shareholders of record numbered
5,528 compared with 5,254 at the end of 1999. Total common shares outstanding
were 125,621,648 at December 31, 2000 compared to 121,081,153 at December 31,
1999. In February 2000, all outstanding shares of acquisition preferred stock
were converted into approximately 7.6 million shares of common stock. Total
acquisition preferred shares outstanding at December 31, 1999 were 8,325,951.

The Board of Directors adopted a Shareholder Rights Plan in 1995
and declared a dividend of one right for each outstanding share of common stock.
Such rights only become exercisable, or transferable apart from the common
stock, after a person or group acquires beneficial ownership of, or commences a
tender or exchange offer for, 15% or more of the Companys common stock.
Each right then may be exercised to acquire one share of common stock at an
exercise price of $200, subject to adjustment. Alternatively, under certain
circumstances involving the acquisition by a person or group of 15% or more of
the Companys common stock, each right will entitle its holder to purchase
a number of shares of the Companys common stock having a market value of
two times the exercise price of the right. In the event the Company is acquired
in a merger or other business combination transaction after a person or group
has acquired 15% or more of the Companys common stock, each right will
entitle its holder to purchase a number of the acquiring companys common
shares having a market value of two times the exercise price of the right. The
rights may be

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Crown Cork & Seal Company, Inc.

redeemed by the Company at $.01 per right at any time until the tenth day
following public announcement that a 15% position has been acquired. The rights will
expire on August 10, 2005.

INFLATION

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

RECENT ACCOUNTING PRONOUNCEMENTS

In September 2000, the Financial Accounting Standards Board
(FASB) issued SFAS No. 140, Accounting for Transfers and
Servicing of Financial Accounting Transfers and Servicing of Financial Assets
and Extinguishment of Liabilities (a replacement of FASB Statement No.
125). SFAS No. 140 revises the accounting for securitization transactions
and other transfers of financial assets and collateral and requires certain
disclosures. These disclosures include information about securitized assets,
including principal outstanding and related accounting policies. The accounting
requirements of the standard are effective for transfers and servicing of
financial assets and extinguishment of liabilities occurring after March 31,
2001, and must be applied prospectively. The disclosures related to
securitization transactions are required for fiscal years ending after December
15, 2000, and comparative disclosures for prior periods are not required. The
Company has provided the required disclosures as of December 31, 2000 in Note D
of the Notes to the Consolidated Statements and does not expect the impact of
the accounting requirements of the standard to be material to its financial
position or results of operations in future periods.

SFAS No. 133, Accounting for Derivative Instruments and
Hedging Activities, as amended by SFAS No. 138, Accounting for
Certain Derivative Instruments and Certain Hedging Activities  an
amendment of FASB Statement No. 133, establishes comprehensive accounting
and reporting guidelines for derivative instruments and hedging activities. The
standard requires that all derivative instruments be recorded in the balance
sheet at fair value. The accounting for changes in fair value of these
instruments depends on whether the instruments qualify as a hedge. If the
derivative does not qualify as a hedge, changes in fair value are reported in
earnings when they occur. If the derivative instrument qualifies as a hedge, the
accounting treatment varies based on the type of risk being hedged.

The Company adopted SFAS No. 133 as of January 1, 2001. The
related transition adjustments resulted in an after-tax charge to
shareholders equity of $18, and an after-tax credit of $4 to net income.
The ultimate impact of the standard on the Companys results of operations
will depend on a variety of factors, including interest rates and other market
conditions, as well as future interpretive guidance from the FASB, which
continues to address implementation issues.

In 1999, the Securities and Exchange Commission issued Staff Accounting
Bulletin ("SAB") No. 101, "Revenue Recognition in Financial Statements." SAB 101, as
amended, was effective for the fourth quarter of 2000. Adoption by the Company had no
effect on the consolidated financial statements.

YEAR 2000

The Company has not experienced any significant Year 2000 or
leap year problems. Also, the Companys suppliers and customers have not
experienced any Year 2000 problems which have had a significant impact on the
Company.

In connection with its Year 2000 project, the Company spent
approximately $19 of which $9 was expensed. This spending did not include labor
costs for employees assigned to the Year 2000 project, as it was not practicable
to accumulate such costs. Funding for the Year 2000 project came from operating
cash flows.

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Crown Cork & Seal Company, Inc.

EURO CONVERSION

On January 1, 1999, eleven of the fifteen member countries
(the participating countries) of the European Union (EU)
established fixed conversion rates between their existing currencies ( the
legacy currencies) and one common currency, the euro. At that time
the euro began trading on currency exchanges and was available for financial
transactions. Beginning in January 2002, new euro-denominated currency (bills
and coins) will be issued, and legacy currencies will be withdrawn from
circulation.

The largest non-participating country is the United Kingdom
which provided approximately 12% of the Companys revenues during 2000 and
is a major trading partner with the participating countries. Due to the
non-participation of the U.K. in the euro, the competitive position of the
Companys U.K. operations is subject to, among other things, fluctuations
in the exchange rate between euro and sterling. Price competition may arise from
imports into the U.K. or from the U.K. operations exporting to the European
continent. At December 31, 2000, approximately 53% of the contract notional
value of outstanding foreign exchange contracts involve the euro, primarily with
sterling.

With the convergence of short-term interest rates within the EU,
the foreign exchange exposure between the currencies of participating countries
has diminished considerably, and the Company has benefitted from reduced hedging
costs.

The Company believes it has identified and substantially
addressed the significant issues that may have resulted or will result from the
euro conversion. These issues include increased competitive pressures from
greater price transparency, changes in information systems to accommodate
various aspects of the new currency and exposure to market risk with respect to
financial instruments. The conversion to the euro, including the costs of
implementation, has not been and is not expected to be material. However, the
Company cannot guarantee that, with respect to the euro conversion, all problems
including long-term competitive implications of the conversion, will be foreseen
and corrected and that no material disruption of the Companys business
will occur.

FORWARD LOOKING STATEMENTS

Statements included herein in Managements Discussion
and Analysis of Financial Condition and Results of Operations, including, but
not limited to, in the Provision for Litigation section, and in the
discussions of the provision for litigation and restructuring plans in Notes K and L to the
Consolidated Financial Statements included in this Annual Report, which are not
historical facts (including any statements concerning plans and objectives of
management for future operations or economic performance, or assumptions related
thereto), are forward-looking statements, within the meaning of the
federal securities laws. In addition, the Company and its representatives may
from time to time make other oral or written statements which are also
forward-looking statements. Forward-looking statements can be
identified by words, such as believes, estimates,
anticipates, expects and other words of similar meaning
in connection with a discussion of future operating or financial performance.
These may include, among others, statements relating to: (i) the Companys
indebtedness, (ii) the impact of an economic downturn or growth in particular
regions, (iii) anticipated uses of cash, (iv) cost reduction efforts and
expected savings, (v) the expected outcome of contingencies, including with
respect to asbestos-related litigation and (vi) the transition to the use of the
euro.

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

Important factors that could cause the actual results of
operations or financial condition of the Company to differ include, but are not
necessarily limited to, the ability of the Company to realize cost savings from
its restructuring programs; changes in the availability and pricing of raw
materials (including aluminum can sheet,

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Crown Cork & Seal Company, Inc.

steel tinplate, plastic resin, inks and coatings) and the Companys
ability to pass raw material price increases through to its customers or to otherwise
manage these commodity pricing risks; the financial condition of the Companys
customers; the Companys ability to generate significant free cash to invest in its
business and to maintain appropriate debt levels; the Companys ability to maintain
adequate sources of capital and liquidity, including through the consummation of
appropriate asset sales; the Companys ability to realize efficient capacity
utilization and inventory levels and to innovate new designs and technologies for its
products in a cost-effective manner; changes in consumer preferences for different
packaging products; competitive pressures, including new product developments or changes
in competitorspricing for products; changes in governmental regulations or
enforcement practices, especially with respect to environmental, health and safety
matters and restrictions as to foreign investment or operation; weather conditions
including its effect on demand for beverages and on crop yields for fruits and vegetables
stored in food containers; changes or differences in U.S. or international economic or
political conditions, such as inflation or fluctuations in interest or foreign exchange
rates and tax rates; the costs and other effects of legal and administrative cases and
proceedings, settlements and investigations; the outcome of asbestos-related litigation
(including the level of future claims and the terms of settlements, and the impact of
bankruptcy filings by other companies with asbestos-related liabilities, which could
increase the Companys asbestos-related costs over time, and the adequacy of
reserves established for asbestos-related liabilities); the effects of the euro
conversion issue, labor relations and workforce and social costs; costs and difficulties
related to the integration of acquired businesses; and the impact of any potential
dispositions or other strategic realignments. Some of the factors noted above are
discussed elsewhere in this Annual Report and prior Company filings with the SEC. In
addition, other factors have been or may be discussed from time to time in the Companys
SEC filings.

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

ITEM 7A.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The information set forth on pages 18 through 20 within Item 7,
Managements Discussion and Analysis of Financial Condition and
Results of Operations under Market Risk is incorporated herein
by reference.

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Crown Cork & Seal Company, Inc.

ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX TO FINANCIAL STATEMENTS

|Financial Statements                                         |   
|------------------------------------------------------------ | --
|Report of Independent Accountants                            | 28
|Consolidated Statements of Income                            | 29
|Consolidated Balance Sheets                                  | 30
|Consolidated Statements of Cash Flows                        | 31
|Consolidated Statements of Shareholders' Equity              | 32
|Notes to Consolidated Financial Statements                   | 33
|Supplementary Information                                    | 55
|Financial Statement Schedule                                 |   
|Schedule II - Valuation and Qualifying Accounts and Reserves | 57

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Crown Cork & Seal Company, Inc.

Report of Independent Accountants

To the Board of Directors and Shareholdersof Crown Cork & Seal Company,
Inc.:

In our opinion, the consolidated financial statements listed in
the accompanying index present fairly, in all material respects, the financial
position of Crown Cork & Seal Company, Inc. and its subsidiaries at
December 31, 2000 and 1999, and the results of their operations and their
cash flows for each of the three years in the period ended December 31, 2000, in
conformity with accounting principles generally accepted in the United States of
America. In addition, in our opinion, the financial statement schedules listed
in the accompanying index present fairly, in all material respects, the
information set forth therein when read in conjunction with the related
consolidated financial statements. These financial statements and financial
statement schedules are the responsibility of the Companys management; our
responsibility is to express an opinion on these financial statements and
financial statement schedules based on our audits. We conducted our audits of
these statements in accordance with auditing standards generally accepted in the
United States of America, which require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
Philadelphia, PennsylvaniaMarch 14, 2001

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Crown Cork & Seal Company, Inc.

CONSOLIDATED STATEMENTS OF INCOME
(in millions, except per share amounts)

|                                                   |  |      |    |       |   |      |       |   |   |       |  
|-------------------------------------------------- |  | ---- | -- | ----- | - | ---- | ----- | - | - | ----- | -
|                                                  
|                                                   |  | 2000 |    | 1999  |   | 1998 |      
|                                                  
|Net sales                                          |  |      | $  | 7,289 |   | $    | 7,998 |   | $ | 8,568 |  
|                                                   |  |      |    |       |   |     
|                                                  
|Costs, expenses and other income                   |  |     
|Cost of products sold (excluding                   |  |     
|depreciation and amortization)                     |  |      |    | 5,982 |   |      | 6,326 |   |   | 6,795 |  
|Depreciation                                       |  |      |    | 375   |   |      | 395   |   |   | 404   |  
|Amortization                                       |  |      |    | 120   |   |      | 127   |   |   | 129   |  
|Selling and administrative expense                 |  |      |    | 314   |   |      | 348   |   |   | 379   |  
|Provision for restructuring and other              |  |     
|charges. . Notes K, L and M                        |  |      |    | 333   |   |      | 156   |   |   | 304   |  
|(Gain)/loss on sale of assets                      |  |      |    | 1     |   |      | (18   | )
|Interest expense                                   |  |      |    | 393   |   |      | 367   |   |   | 408   |  
|Interest income                                    |  |      |    | (20   | ) |      | (25   | ) |   | (45   | )
|Translation and exchange adjustments               |  |      |    | 8     |   |      | 13    |   |   | 14    |  
|                                                   |  |      |    |       |   |     
|                                                   |  |      |    | 7,506 |   |      | 7,689 |   |   | 8,388 |  
|                                                   |  |      |    |       |   |     
|Income/(loss) before income taxes                  |  |      |    | (217  | ) |      | 309   |   |   | 180   |  
|Provision/(benefit) for income taxes . . Note T    |  |      |    | (58   | ) |      | 105   |   |   | 74    |  
|                                                   |  |      |    |       |   |     
|Income/(loss) from operations                      |  |      |    | (159  | ) |      | 204   |   |   | 106   |  
|Minority interests, net of equity earnings         |  |      |    | (15   | ) |      | (23   | ) |   | (1    | )
|                                                   |  |      |    |       |   |     
|Net income (loss)                                  |  |      |    | (174  | ) |      | 181   |   |   | 105   |  
|Preferred stock dividends                          |  |      |    | 2     |   |      | 15    |   |   | 17    |  
|                                                   |  |      |    |       |   |     
|Net income/(loss) available to common shareholders |  |      | ($ | 176   | ) | $    | 166   |   | $ | 88    |  
|                                                   |  |      |    |       |   |     
|                                                  
|                                                  
|Per common share data:                             |  |     
|                                                  
|Earnings (loss) Note R                             |  |     
|                                                  
|Basic                                              |  |      | ($ | 1.40  | ) | $    | 1.36  |   | $ | .71   |  
|                                                   |  |      |    |       |   |     
|                                                  
|Diluted                                            |  |      | ($ | 1.40  | ) | $    | 1.36  |   | $ | .71   |  
|                                                   |  |      |    |       |   |     
|                                                  
|Dividends                                          |  |      | $  | 1.00  |   | $    | 1.00  |   | $ | 1.00  |  
|                                                   |  |      |    |       |   |     
|                                                  
|                                                  

Certain prior year amounts have been reclassified to improve
comparability.

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

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Crown Cork & Seal Company, Inc.

CONSOLIDATED BALANCE SHEETS
(in millions, except share data)

|                                                         |  |      |   |        |   |   |        |  
|-------------------------------------------------------- |  | ---- | - | ------ | - | - | ------ | -
|                                                        
|December 31                                              |  | 2000 |   | 1999   |  
|                                                        
|Assets                                                   |  |      |   |        |   |   |        |  
|Current assets                                           |  |     
|Cash and cash equivalents                                |  |      | $ | 382    |   | $ | 267    |  
|Receivables . . Note D                                   |  |      |   | 1,153  |   |   | 1,166  |  
|Inventories . . Note E                                   |  |      |   | 1,288  |   |   | 1,312  |  
|Prepaid expenses and other current assets                |  |      |   | 90     |   |   | 96     |  
|                                                         |  |      |   |       
|Total current assets                                     |  |      |   | 2,913  |   |   | 2,841  |  
|                                                         |  |      |   |       
|Long-term notes and receivables                          |  |      |   | 25     |   |   | 27     |  
|Investments                                              |  |      |   | 142    |   |   | 178    |  
|Goodwill, net of amortization                            |  |      |   | 3,920  |   |   | 4,228  |  
|Property, plant and equipment . . Note F                 |  |      |   | 2,969  |   |   | 3,255  |  
|Other non-current assets                                 |  |      |   | 1,190  |   |   | 1,016  |  
|                                                         |  |      |   |       
|Total                                                    |  |      | $ | 11,159 |   | $ | 11,545 |  
|                                                         |  |      |   |       
|Liabilities & Shareholders' Equity                       |  |     
|Current liabilities                                      |  |     
|Short-term debt . . Note P                               |  |      | $ | 232    |   | $ | 1,362  |  
|Current maturities of long-term debt . . Note P          |  |      |   | 68     |   |   | 169    |  
|Accounts payable and accrued liabilities . . Note G      |  |      |   | 1,903  |   |   | 1,803  |  
|United States and foreign income taxes                   |  |      |   | 58     |   |   | 80     |  
|                                                         |  |      |   |       
|Total current liabilities                                |  |      |   | 2,261  |   |   | 3,414  |  
|                                                         |  |      |   |       
|Long-term debt, excluding current maturities . . Note P  |  |      |   | 5,049  |   |   | 3,573  |  
|Other non-current liabilities . . Note H                 |  |      |   | 814    |   |   | 686    |  
|Postretirement and pension liabilities . . Note S        |  |      |   | 731    |   |   | 686    |  
|Minority interests                                       |  |      |   | 195    |   |   | 295    |  
|Commitments and contingent liabilities . . Notes J and K |  |     
|Shareholders' equity                                     |  |     
|Preferred stock, 4.5% cumulative convertible,            |  |     
|par value: $41.8875; authorized: 12,432,622 . . Note N   |  |     
|2000 - outstanding  None                                 |  |     
|1999 - outstanding  8,325,951                            |  |      |   |        |   |   | 349   
|Additional preferred stock, authorized: 30,000,000;      |  |     
|none issued . . Note N                                   |  |     
|Common stock, par value: $5.00; authorized:              |  |     
|500,000,000 . . Note N                                   |  |     
|2000 - issued 155,968,854                                |  |      |   | 780    |  
|1999 - issued 155,792,879                                |  |      |   |        |   |   | 779   
|Additional paid-in capital                               |  |      |   | 1,596  |   |   | 1,317  |  
|Retained earnings                                        |  |      |   | 994    |   |   | 1,295  |  
|Accumulated other comprehensive loss . . Note C          |  |      |   | (1,110 | ) |   | (676   | )
|Treasury stock (2000 - 30,347,206 shares; 1999 -         |  |     
|34,711,726 shares)                                       |  |      |   | (151   | ) |   | (173   | )
|                                                         |  |      |   |       
|Total shareholders' equity                               |  |      |   | 2,109  |   |   | 2,891  |  
|                                                         |  |      |   |       
|Total                                                    |  |      | $ | 11,159 |   | $ | 11,545 |  
|                                                         |  |      |   |       

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

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Crown Cork & Seal Company, Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)

|                                                    |  |      |    |      |   |      |      |   |   |      |  
|--------------------------------------------------- |  | ---- | -- | ---- | - | ---- | ---- | - | - | ---- | -
|                                                   
|                                                    |  | 2000 |    | 1999 |   | 1998 |     
|                                                   
|Cash flows from operating activities                |  |      |    |      |   |      |      |   |   |      |  
|Net income (loss)                                   |  |      | ($ | 174  | ) | $    | 181  |   | $ | 105  |  
|Adjustments to reconcile net income (loss) to       |  |     
|net cash provided by operating activities:          |  |     
|Depreciation and amortization                       |  |      |    | 495  |   |      | 522  |   |   | 533  |  
|Provision for restructuring and other charges       |  |      |    | 222  |   |      | 101  |   |   | 205  |  
|(Gain)/loss on sale of assets                       |  |      |    | 1    |   |      | (10  | )
|Deferred income taxes                               |  |      |    | 11   |   |      | 86   |   |   | 113  |  
|Changes in assets and liabilities, net of           |  |     
|businesses acquired:                                |  |     
|Receivables                                         |  |      |    | (110 | ) |      | 71   |   |   | 1    |  
|Inventories                                         |  |      |    | (26  | ) |      | 28   |   |   | (24  | )
|Accounts payable, accrued and other liabilities     |  |      |    | (127 | ) |      | (93  | ) |   | (235 | )
|Other, net                                          |  |      |    | (22  | ) |      | (59  | ) |   | (26  | )
|                                                    |  |      |    |      |   |     
|Net cash provided by operating activities           |  |      |    | 270  |   |      | 827  |   |   | 672  |  
|                                                    |  |      |    |      |   |     
|                                                   
|Cash flows from investing activities                |  |     
|Capital expenditures                                |  |      |    | (262 | ) |      | (280 | ) |   | (487 | )
|Acquisition of businesses, net of cash acquired     |  |      |    | (11  | ) |      | (49  | ) |   | (31  | )
|Proceeds from sale of property, plant and equipment |  |      |    | 28   |   |      | 91   |   |   | 47   |  
|Proceeds from sale of businesses                    |  |      |    |      |   |      | 44   |   |   | 35   |  
|Other, net                                          |  |      |    | (3   | ) |      | (3   | ) |   | (16  | )
|                                                    |  |      |    |      |   |     
|Net cash used for investing activities              |  |      |    | (248 | ) |      | (197 | ) |   | (452 | )
|                                                    |  |      |    |      |   |     
|                                                   
|Cash flows from financing activities                |  |     
|Proceeds from long-term debt                        |  |      |    | 4    |   |      | 685  |   |   | 23   |  
|Payments of long-term debt                          |  |      |    | (216 | ) |      | (225 | ) |   | (443 | )
|Net change in short-term debt                       |  |      |    | 601  |   |      | (899 | ) |   | 877  |  
|Stock repurchased                                   |  |      |    | (49  | ) |      | (30  | ) |   | (467 | )
|Dividends paid                                      |  |      |    | (127 | ) |      | (138 | ) |   | (143 | )
|Common stock issued - benefit plans                 |  |      |    | 2    |   |      |      |   |   | 6    |  
|Acquisition of minority interests                   |  |      |    | (81  | )
|Minority contributions, net of dividends paid       |  |      |    | (7   | ) |      | (10  | ) |   | (5   | )
|                                                    |  |      |    |      |   |     
|Net cash provided by (used for)                     |  |     
|financing activities                                |  |      |    | 127  |   |      | (617 | ) |   | (152 | )
|                                                    |  |      |    |      |   |     
|                                                   
|Effect of exchange rate changes on cash             |  |     
|and cash equivalents                                |  |      |    | (34  | ) |      | (30  | ) |   | 10   |  
|                                                    |  |      |    |      |   |     
|Net change in cash and cash equivalents             |  |      |    | 115  |   |      | (17  | ) |   | 78   |  
|Cash and cash equivalents at January 1              |  |      |    | 267  |   |      | 284  |   |   | 206  |  
|                                                    |  |      |    |      |   |     
|                                                   
|Cash and cash equivalents at December 31            |  |      | $  | 382  |   | $    | 267  |   | $ | 284  |  
|                                                    |  |      |    |      |   |     
|                                                   
|                                                   

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

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Crown Cork & Seal Company, Inc.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(in millions, except share data)

|                             |                                
|---------------------------- | -------------------------------
|                             | Comprehensive     Income/(Loss)
|                             |                                
|Balance December 31, 1997    |                                
|Net income - 1998            |                                
|Translation adjustments      |                                
|Minimum pension liability    |                                
|adjustment, net of $47 tax   |                                
|                             |                                
|Comprehensive income         |                                
|                             |                                
|Stock repurchased:           |                                
|6,528,783 common shares      |                                
|4,055,300 preferred shares   |                                
|Dividends declared:          |                                
|Common                       |                                
|Preferred                    |                                
|Stock issued-benefit plans   |                                
|467,600 shares               |                                
|                             |                                
|Balance December 31, 1998    |                                
|Net income - 1999            |                                
|Translation adjustments      |                                
|Minimum pension liability    |                                
|adjustment, net of ($34) tax |                                
|                             |                                
|Comprehensive income         |                                
|                             |                                
|Stock repurchased:           |                                
|1,256,700 common shares      |                                
|50,000 preferred shares      |                                
|Dividends declared:          |                                
|Common                       |                                
|Preferred                    |                                
|                             |                                
|Balance December 31, 1999    |                                
|Net loss - 2000              |                                
|Translation adjustments      |                                
|Minimum pension liability    |                                
|adjustment, net of $115 tax  |                                
|                             |                                
|Comprehensive loss           |                                
|                             |                                
|Stock repurchased:           |                                
|3,165,528 common shares      |                                
|Dividends declared:          |                                
|Common                       |                                
|Preferred                    |                                
|Preferred stock conversions  |                                
|7,591,802 common shares      |                                
|Stock issued-benefit plans   |                                
|114,221 shares               |                                
|                             |                                
|Balance December 31, 2000    |                                
|                             |                                
|                             |                                
|                             |                                

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

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Crown Cork & Seal Company, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except per share, employee, shareholder and statistical
data; per share earnings are quoted as diluted)

A. Summary of Significant Accounting Policies

Business and Principles of Consolidation.The
consolidated financial statements include the accounts of Crown Cork & Seal
Company, Inc. (the Company) and its wholly-owned and majority-owned
subsidiary companies. The Company manufactures and sells metal and plastic
containers, metal and plastic closures, crowns and canmaking equipment. These
products are manufactured in the Companys plants both within and outside
the United States and are sold through the Companys sales organization to
the soft drink, food, citrus, brewing, household products, personal care and
various other industries. The financial statements have been prepared in
conformity with generally accepted accounting principles and reflect
managements estimates and assumptions. Actual results could differ from
those estimates, impacting reported results of operations and financial
position. All significant intercompany accounts and transactions are eliminated
in consolidation. Investments in joint ventures and other companies in which the
Company does not have control, but has the ability to exercise significant
influence over operating and financial policies (generally greater than 20%
ownership), are accounted for by the equity method. Other investments are
carried at cost.

Foreign Currency Translation. For non-U.S. subsidiaries
which operate in a local currency environment, assets and liabilities are
translated into U.S. dollars at year-end exchange rates. Income and expense
items are translated at average exchange rates prevailing during the year.
Translation adjustments for these subsidiaries are accumulated in a separate
component of accumulated other comprehensive income/(loss) in shareholders
equity. For non-U.S. subsidiaries which operate in U.S. dollars (functional
currency) or whose economic environment is highly inflationary, local currency
inventories and plant and other property are translated into U.S. dollars at
approximate rates prevailing when acquired; all other assets and liabilities are
translated at year-end exchange rates. Inventories charged to cost of sales and
depreciation are remeasured at historical rates; all other income and expense
items are translated at average exchange rates prevailing during the year. Gains
and losses which result from remeasurement are included in earnings.

Revenue Recognition. The Company recognizes revenue from
product sales when the goods are shipped and the title and risk of loss pass to
the customer. Provisions for discounts and rebates to customers, and return and
other adjustments are provided in the same period that the related sales are
recorded.

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

Inventory Valuation. Inventories are stated at the lower of cost or
market, with cost for domestic metal, crown and closure inventories principally
determined under the last-in, first-out ("LIFO") method. Non-U.S. inventories are
principally determined under the average cost method.

Goodwill.Goodwill, representing the excess of the cost
over the net tangible and identifiable intangible assets of acquired businesses,
is stated at cost and is amortized, principally on a straight-line basis, over
the estimated future periods to be benefited (primarily 40 years). Accumulated
amortization amounted to $658 and $564 at December 31, 2000 and 1999,
respectively.

Property, Plant and Equipment. Property, plant and
equipment (PP&E) is carried at cost and includes expenditures
for new facilities and equipment and those costs which substantially increase
the useful lives of existing PP&E. Cost of significant assets includes
capitalized interest incurred during the construction and development period.
Maintenance, repairs and minor renewals are expensed as incurred. When
properties are retired or otherwise disposed, the related costs and accumulated
depreciation are eliminated from the respective accounts

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Crown Cork & Seal Company, Inc.

and any profit or loss on disposition is reflected in income. Costs
assigned to PP&E of acquired businesses are based on estimated fair value at the date
of acquisition.

Depreciation and amortization are provided on a straight-line
basis for financial reporting purposes and an accelerated basis for tax purposes
over the estimated useful lives of the assets. The range of estimated economic
lives assigned to each significant fixed asset category is as follows: Land
Improvements-25; Buildings and Building Improvements-25 to 40; Other Depreciable
Assets-3 to 14.

Impairment of Long-Lived Assets. In the event that facts
and circumstances indicate that the cost of long-lived assets may be impaired,
the Company performs a recoverability evaluation. If an evaluation is required,
the estimated future undiscounted cash flows associated with the assets are
compared to the assets carrying amount to determine whether a write-down
to fair value is required.

Risk Management Contracts.In the normal course of
business, the Company employs a variety of off-balance-sheet financial
instruments, referred to as derivative financial instruments, to manage its
exposure to fluctuations in interest rates, foreign currency exchange rates and,
to a lesser extent, commodity prices, including interest rate and cross-currency
swap agreements, futures, forwards, options and other financial instruments with
similar characteristics.

The Company designates and assigns the financial instruments as
hedges of underlying exposures associated with recognized assets and
liabilities, firm commitments or anticipated transactions. The gains or losses
on these contracts generally offset changes in the value of the related
exposures and are deferred in the balance sheet until settlement of the
underlying exposure.

Instruments used as hedges must be effective at reducing the
risk associated with the exposure being hedged and must be designated as a hedge
at inception of the contract.

As a matter of policy, any derivative instrument that is not
designated as a hedge is marked to market and recognized in earnings
immediately.

The Company classifies its derivative financial instruments as
held or issued for purposes other than trading. Option premiums and the accrued
differential for interest rate swaps to be received under the agreements are
recorded in the balance sheet as other assets. The accrued differential for
interest rate swaps to be paid under the agreements are included in accounts
payable and accrued liabilities. Realized gains and losses from hedges are
classified in the income statement consistent with the accounting treatment of
the items being hedged. The Company accrues the differential for interest rate
and cross-currency swaps to be paid or received under the agreements as
adjustments to net interest expense over the lives of the swaps. Gains or losses
related to firm commitments and anticipated transactions are deferred until
settlement of the underlying transaction at which time they are included as part
of the cost of the underlying item.

When hedged assets or liabilities are sold or extinguished or
anticipated transactions are no longer probable, deferred gains or losses are
recognized immediately in current earnings. When the financial instrument is
terminated or settled prior to expected maturity or realization of the
underlying item, hedge accounting is discontinued prospectively and gains or
losses up to the date of termination or settlement are deferred into the
underlying item and recognized in earnings concurrently with the underlying
item.

Cash flows from hedges are classified in the statement of cash
flows under the same category as the cash flows from the related assets,
liabilities, firm commitments or anticipated transactions. For further
discussion of the Companys policies surrounding risk management and
details of the outstanding contracts and their related fair values, see Notes P
and Q and the discussion of Market Risk in Managements Discussion and
Analysis of Financial Condition and Results of Operations.

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Crown Cork & Seal Company, Inc.

Effective January 1, 2001, the Company adopted Statement of
Financial Accounting Standards No. 133, Accounting for Derivative
Instruments and Hedging Activities (SFAS 133), as amended. This standard
establishes new accounting and reporting guidelines for derivative instruments
and hedging activities. All derivative instruments will now be measured at their
current fair value and recorded in the consolidated balance sheet as either
assets or liabilities. The accounting for changes in fair value of these
instruments will be based on their intended use, their hedge designation and
their effectiveness in offsetting changes in the fair values of the underlying
exposures that they are designated to hedge. Adjustments to fair value and the
related gains or losses will no longer be deferred but will be reported either
in current earnings or shareholders equity as other comprehensive income.
Amounts recorded in other comprehensive income will be recognized in income when
the related hedged item impacts earnings.

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

Research and Development. Research, development and
engineering expenditures which amounted to $41, $52 and $53 in 2000, 1999 and
1998, respectively, are expensed as incurred. Substantially all engineering and
development costs are related to developing new products or designing
significant improvements to existing products.

Reclassifications. Certain reclassifications of prior years' data have
been made to improve comparability.

---

B. Accounting and Reporting Change

In the fourth quarter of 2000, the Company adopted the
provisions of the Emerging Issues Task Force 00-10 (EITF 00-10),
Accounting for Shipping and Handling Fees and Costs. EITF 00-10
requires that the costs for shipping and handling of the Companys products
be reported in an expense classification rather than as a reduction to sales.
Within the Consolidated Statements of Income, the Company, to comply with EITF
00-10, has reclassified $244 in 2000, $266 in 1999 and $268 in 1998 from net
sales to cost of products sold. These adjustments have no impact on income from
operations or net income. In the future, these costs will be reported as a
component of cost of products sold.

---

C. Comprehensive Income (Loss)

Comprehensive income/(loss) is comprised of two subsets 
net income/(loss) and other comprehensive income/(loss). Included in other
comprehensive income/(loss) for the Company are cumulative translation
adjustments and minimum pension liability adjustments. These adjustments are
accumulated within the Statement of Shareholders Equity under the caption
Accumulated Other Comprehensive Income/(Loss)". As of December 31,
accumulated other comprehensive income/(loss), as reflected in the Consolidated
Statement of Shareholders Equity, was comprised of the following:

|                                      |  |      |    |       |   |    |      |  
|------------------------------------- |  | ---- | -- | ----- | - | -- | ---- | -
|                                      |  | 2000 |    | 1999  |  
|                                      |  |      |    |      
|Minimum pension liability adjustments |  |      | ($ | 254   | ) | ($ | 41   | )
|Cumulative translation adjustments    |  |      |    | (856  | ) |    | (635 | )
|                                      |  |      |    |      
|                                      |  |      | ($ | 1,110 | ) | ($ | 676  | )
|                                      |  |      |    |      

---

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---

Crown Cork & Seal Company, Inc.

D. Receivables

|                                      |  |      |   |       |   |   |       |  
|------------------------------------- |  | ---- | - | ----- | - | - | ----- | -
|                                      |  | 2000 |   | 1999  |  
|                                      |  |      |   |      
|Accounts and notes receivable         |  |      | $ | 1,072 |   | $ | 1,033 |  
|Less: allowance for doubtful accounts |  |      |   | (116  | ) |   | (48   | )
|                                      |  |      |   |      
|Net trade receivables                 |  |      |   | 956   |   |   | 985   |  
|Miscellaneous receivables             |  |      |   | 197   |   |   | 181   |  
|                                      |  |      |   |      
|                                      |  |      | $ | 1,153 |   | $ | 1,166 |  
|                                      |  |      |   |      

The Company utilizes receivable securitization agreements in its
management of cash flow activities. Agreements were outstanding during 2000 in
North America and in Europe, reaching a maximum of approximately $400. The
receivable securitizations were accounted for as sales in accordance with SFAS
No. 125, Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities. Accordingly, accounts sold under the
outstanding securitization agreements have been reflected as a reduction in
receivables in the accompanying Consolidated Balance Sheets. During 2000 the
Company recorded fees related to the outstanding securitizations amounting to
approximately $15, which was included in the caption Interest
Expense in the Consolidated Statements of Income. At December 31, 2000,
$162 ($252 at December 31, 1999) of receivable sales in Europe were reported as
a reduction of trade receivables.

The Company provided $55 ($36 after-tax or $.28 per diluted
share) during 2000 against a receivable from a U.S. food can customer that has
filed a voluntary Chapter 11 bankruptcy petition. This amount is included in the
caption Cost of products sold (excluding depreciation and
amortization) in the Consolidated Statements of Income.

---

E. Inventories

|                           |  |      |   |       |  |   |       | 
|-------------------------- |  | ---- | - | ----- |  | - | ----- | 
|                           |  | 2000 |   | 1999  | 
|                           |  |      |   |      
|Finished goods             |  |      | $ | 530   |  | $ | 503   | 
|Work in process            |  |      |   | 165   |  |   | 174   | 
|Raw materials and supplies |  |      |   | 593   |  |   | 635   | 
|                           |  |      |   |      
|                           |  |      | $ | 1,288 |  | $ | 1,312 | 
|                           |  |      |   |      

Approximately 23% and 29% of worldwide productive inventories at
December 31, 2000 and 1999, respectively, were stated on the LIFO method of
inventory valuation. Had average cost (which approximates replacement cost) been
applied to such inventories at December 31, 2000 and 1999, total inventories
would have been $22 and $13 higher, respectively.

---

F. Property, Plant and Equipment

|                                                |  |      |   |        |   |   |        |  
|----------------------------------------------- |  | ---- | - | ------ | - | - | ------ | -
|                                                |  | 2000 |   | 1999   |  
|                                                |  |      |   |       
|Buildings and improvements                      |  |      | $ | 869    |   | $ | 889    |  
|Machinery and equipment                         |  |      |   | 4,161  |   |   | 4,145  |  
|                                                |  |      |   |       
|                                                |  |      |   | 5,030  |   |   | 5,034  |  
|Less: accumulated depreciation and amortization |  |      |   | (2,391 | ) |   | (2,154 | )
|                                                |  |      |   |       
|                                                |  |      |   | 2,639  |   |   | 2,880  |  
|Land and improvements                           |  |      |   | 171    |   |   | 183    |  
|Construction in progress                        |  |      |   | 159    |   |   | 192    |  
|                                                |  |      |   |       
|                                                |  |      | $ | 2,969  |   | $ | 3,255  |  
|                                                |  |      |   |       

---

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Crown Cork & Seal Company, Inc.

G. Accounts Payable and Accrued Liabilities

|                                            |  |      |   |       |  |   |       | 
|------------------------------------------- |  | ---- | - | ----- |  | - | ----- | 
|                                            |  | 2000 |   | 1999  | 
|                                            |  |      |   |      
|Trade accounts payable                      |  |      | $ | 1,076 |  | $ | 1,127 | 
|Salaries, wages and other employee benefits |  |      |   | 302   |  |   | 204   | 
|Asbestos litigation                         |  |      |   | 100   |  |   | 70    | 
|Deferred taxes                              |  |      |   | 69    |  |   | 53    | 
|Interest                                    |  |      |   | 59    |  |   | 50    | 
|Restructuring                               |  |      |   | 32    |  |   | 21    | 
|Environmental                               |  |      |   | 3     |  |   | 3     | 
|Other                                       |  |      |   | 262   |  |   | 275   | 
|                                            |  |      |   |      
|                                            |  |      | $ | 1,903 |  | $ | 1,803 | 
|                                            |  |      |   |      

---

H. Other Non-Current Liabilities

|                        |  |      |   |      |  |   |     | 
|----------------------- |  | ---- | - | ---- |  | - | --- | 
|                        |  | 2000 |   | 1999 | 
|                        |  |      |   |     
|Deferred taxes          |  |      | $ | 354  |  | $ | 381 | 
|Asbestos litigation     |  |      |   | 320  |  |   | 179 | 
|Postemployment benefits |  |      |   | 41   |  |   | 45  | 
|Environmental           |  |      |   | 18   |  |   | 16  | 
|Other                   |  |      |   | 81   |  |   | 65  | 
|                        |  |      |   |     
|                        |  |      | $ | 814  |  | $ | 686 | 
|                        |  |      |   |     

Other non-current assets include $5 and $10 at December 31, 2000
and 1999, respectively, for probable recoveries related to environmental
liabilities.

---

I. Acquisitions, Investments and Divestitures

During 2000, the Company acquired, in separate transactions, the
assets of a plastic bottle manufacturer and a specialty packaging manufacturer
in the United Kingdom and the assets of a food can manufacturer in Spain, for
aggregate cash payments of $11. Also during 2000, the Company purchased, for
$81, the minority interests in its CarnaudMetalbox Asia Limited subsidiary
operations in Thailand, Singapore, Vietnam and China.

During 1999, the Company (i) acquired, in separate transactions,
the assets of a beverage can manufacturer in Greece and a food can manufacturer
in Spain for aggregate cash payments of $49, (ii) sold its composite can
business to Sonoco Products for $44, (iii) exercised its right to return Golden
Aluminum to ACX Technologies, and (iv) combined its operations in South Africa
with certain metal packaging businesses of Nampak Limited to form a new company,
with Nampak having a controlling interest.

During 1998, the Company acquired, in separate transactions, the
assets of food can manufacturers in Portugal and Poland for aggregate cash
payments of $31.

For financial reporting purposes, all of the acquisitions above
were treated as purchases. The operating results of each acquisition are
included in consolidated net income from the date of acquisition.

-37-

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Crown Cork & Seal Company, Inc.

The following represents the non-cash impact of the acquisitions
noted above:

|                                                  |  |      |   |      |   |      |     |   |   |     |  
|------------------------------------------------- |  | ---- | - | ---- | - | ---- | --- | - | - | --- | -
|                                                  |  | 2000 |   | 1999 |   | 1998 |    
|                                                  |  |      |   |      |   |     
|Fair value of assets acquired, including goodwill |  |      | $ | 18   |   | $    | 67  |   | $ | 75  |  
|Liabilities assumed                               |  |      |   | (2   | ) |      | (18 | ) |   | (44 | )
|Note payable                                      |  |      |   | (5   | )
|                                                  |  |      |   |      |   |     
|Cash paid                                         |  |      | $ | 11   |   | $    | 49  |   | $ | 31  |  
|                                                  |  |      |   |      |   |     

---

J. Lease Commitments

The Company and its subsidiaries lease manufacturing, warehouse
and office facilities and certain equipment. Certain non-cancelable leases are
classified as capital leases, and the leased assets are included in PP&E.
Other long-term non-cancelable leases are classified as operating leases and are
not capitalized. The amount of capital leases reported as capital assets, net of
accumulated amortization, at December 31, 2000 and 1999 was $44 and $47,
respectively.

Under long-term operating leases, minimum annual rentals are $33
in 2001, $22 in 2002, $13 in 2003, $9 in 2004, $7 in 2005, and a total of $40 in
2006 and thereafter. Such rental commitments have been reduced by minimum
sublease rentals of $22 due in the future under non-cancelable subleases. Under
long-term capital leases, minimum annual rentals are $6 in 2001, $7 in 2002, $5
in 2003, $5 in 2004, $2 in 2005, and a total of $6 in 2006 and thereafter. The
present value of future minimum payments on capital leases is $25 with the
current portion of the obligation being $5. Rental expense (net of sublease
rental income of $4 in 2000, $5 in 1999 and $5 in 1998) amounted to $36 in 2000,
$31 in 1999 and $42 in 1998.

---

K. Commitments and Contingent Liabilities

The Company has various commitments to purchase materials and
supplies as part of the ordinary conduct of business. Such commitments are not
at prices in excess of current market. The Companys basic raw materials
for its products are tinplate, aluminum and resins, all of which are purchased
from multiple sources. The Company is subject to material fluctuations in the
cost of these raw materials and has periodically adjusted its selling prices to
reflect these movements. There can be no assurance, however, that the Company
will be able to fully recover any increases or fluctuations in raw material
costs from its customers.

The Company is one of over 100 defendants in a substantial
number of lawsuits filed by persons alleging bodily injury as a result of
exposure to asbestos. This litigation arose from the insulation operations of a
U.S. company, the majority of whose stock the Company purchased in 1963. Within
approximately three months of this stock purchase, this U.S. company sold its
insulation operations.

Prior to 1998, the amounts paid to asbestos litigation claimants
were covered by a fund of $80 made available to the Company under a 1985
settlement with carriers insuring the Company through 1976, when the Company
became self-insured.

Until 1998 the Company considered that the fund was adequate and
that the likelihood of exposure for this litigation in excess of the amount of
the fund was remote. This view was based on the Companys analysis of its
potential exposure, the balance available under the 1985 settlement, historical
trends and actual settlement ranges. However an unexpected increase in claims
activity along with several larger group settlements, caused the Company to
reevaluate its position. As a consequence, the Company provided an after-tax
charge of $78 (or $.59 per share) in 1998 to supplement the remaining fund and
cover estimated future claims.

During 1999, the Company recorded an after-tax charge of $106
(or $.87 per share) to increase its estimate of probable costs related to
asbestos. This charge was based on managements on-going evaluation of the
adequacy

-38-

---

Crown Cork & Seal Company, Inc.

of its asbestos related accrual and considered the nature and amounts of
claims settled and new claims received. The need to increase the accrual was primarily
driven by an acceleration of pending claims as well as larger group settlements which
occurred in the fourth quarter of 1999.

During the fourth quarter of 2000, the Company engaged an expert
in the field of medical demographics to perform an independent evaluation of the
Companys potential asbestos liability. Based on this evaluation, and the
Companys own review, the Company recorded an after-tax charge of $166 (or
$1.32 per share) to increase its reserve for probable and estimable costs
related to asbestos litigation. The Company expects to incur asbestos liability
payments of approximately $100 during the next year, of which $54 relates to
settlements in place at December 31, 2000.

At December 31, 2000, approximately 44,000 asbestos personal
injury claims were pending against the Company. During 2000, approximately
44,000 claims were filed and the Company disposed of approximately 40,000 claims
for approximately $100, some of which will be paid to claimants over a period of
several years. These figures, and the charges noted above, do not include 31,000
pending claims involving plaintiffs who allege that they are, or were, maritime
workers subject to exposure to asbestos, but whose claims the Company believes,
based upon counsels advice, will not, in the aggregate, involve any
material liability.

Based on the independent evaluation referred to above, and the
Companys own review, the asbestos related liability for pending and future
claims that are probable and estimable was approximately $420 at December 31,
2000. The Company cautions, however, that this estimate may be influenced by
changes in the litigation environment and other factors which may vary as claims
are filed and settled or otherwise disposed of. Accordingly, these matters, if
resolved in a manner different from the estimate, could have a material effect
on the operating results or cash flows in future periods. While it is not
possible to predict with certainty the ultimate outcome of these lawsuits and
contingencies, the Company believes, after consultation with counsel, that
resolution of these matters is not expected to have a material adverse effect on
the Companys financial position.

The Company has been identified by the EPA as a potentially
responsible party (along with others, in most cases) at a number of sites.
Estimated remedial expenses for active projects are recognized in accordance
with generally accepted accounting principles governing probability and the
ability to reasonably estimate future costs. Actual expenditures for remediation
were $2 and $3 in 2000 and 1999, respectively. The Companys balance sheet
reflects estimated gross remediation liabilities of $21 and $19 at December 31,
2000 and 1999, respectively, and probable recoveries related to indemnification
from the sellers of acquired companies and the Companys insurance carriers
of $5 and $10 at December 31, 2000 and 1999, respectively.

The Company is also subject to various other lawsuits and claims
with respect to matters such as governmental and environmental regulations and
other actions arising out of the normal course of business. While the impact on
future financial results is not subject to reasonable estimation because
considerable uncertainty exists, management believes, after consulting with
counsel, that the ultimate liabilities resulting from such lawsuits and claims
will not materially affect the consolidated results, liquidity or financial
position of the Company.

---

L. Restructuring

During the fourth quarter of 2000, the Company recorded a
restructuring credit of $3 ($3 after-tax or $.02 per share) for the reversal of
(i) $4 provided during the second quarter of 2000 for the closure of a plant in
South America and (ii) $4 provided during the second quarter of 2000 for
severance costs, partially offset by a restructuring charge of $5 for the
closing of an additional plant in the U.S.

The reversal of $4 for the closure of the plant in South America
resulted from the subsequent decision by the Company to sell the operation to
local management. A charge of $4 was recorded in the fourth quarter to recognize
a loss on the sale of this operation, and was included in the caption
Provision for restructuring and other charges in the Consolidated
Statements of Income.

-39-

---

Crown Cork & Seal Company, Inc.

During the second quarter of 2000, the Company provided $51 ($36
after-tax or $.29 per share) for the costs associated with (i) overhead
structure modifications in Europe and (ii) the closure of three plants in the
Americas Division. Combined with the adjustments in the fourth quarter, noted
above, the net provision for 2000 was $48 which included (i) severance pay and
benefits covering the reduction of approximately 1,000 employees, a cash expense
of $42, (ii) costs associated with the write-down of assets of $1, and (iii)
lease termination and other exit costs of $5.

During 1999, management decided not to close a plant originally
provided for in September 1998 based on a customers decision to increase
its purchases in that plants geographic market. Management also decided
during 1999 to close one plant in Europe and to reorganize its worldwide
research and development functions. This decision, combined with the
cancellation of the 1998 project, resulted in a net credit to earnings of $7 ($5
after-tax or $.04 per share), including a credit of $6 for employee severance
and related benefits and a credit of $1 for other exit costs.

During 1998, the Company provided $179 ($127 after-tax or $.95
per share) for the costs associated with a plan to close thirteen plants and to
reorganize three additional plants. Included in the restructuring charge were
costs for (i) severance and related benefits amounting to $99 (ii) asset
write-downs amounting to $60 and (iii) lease termination and other exit costs
amounting to $20, primarily a cash expense. The severance charge covered the
reduction of approximately 2,900 employees, 1,900 of whom were involved in
direct manufacturing operations. Reductions in headcount were completed at the
end of the third quarter of 1999. The asset write-downs which reflected the
impairment of property, plant and equipment, principally in the Americas
Division, were reflected as a reduction in the carrying values of the related
assets. Lease termination and other exit costs were substantially incurred by
the end of 1999.

The asset impairment charges, which result in the write-down of
assets to their fair value, were made under announced restructuring plans, where
the carrying values exceeded the Companys estimate of proceeds from
abandonment or disposal. The estimates were based principally on past experience
of comparable asset disposals. Disposition of assets identified for disposal in
recent restructuring actions, including certain machinery, land and buildings,
was substantially completed by the end of 2000. The sale of former plant sites
typically requires more than one year to complete due to preparations for sale,
such as site cleanup and the identification of a buyer, as well as market
conditions and the geographic location of the properties. The carrying value of
land and buildings held for sale at December 31, 2000 was approximately $27.

Balances remaining in the reserves represent current year
provisions as well as contracts or agreements whereby payments from prior
restructuring actions are extended over time. This includes agreements with
unions and governmental agencies related to employees as well as with landlords
in lease arrangements. The balance of the restructuring reserves (excluding
write-down of assets which were reflected as a reduction of the related asset
account) were included within accounts payable and accrued liabilities. The
components of the restructuring reserve and movements within these components
during 2000 were as follows:

|                        |  | TerminationBenefits |   | OtherExitCosts |   | AssetWrite-downs |    | Total |  
|----------------------- |  | ------------------- | - | -------------- | - | ---------------- | -- | ----- | -
|                        |  |                     |   |                |   |                  |    |      
|Opening balance         |  |                     | $ | 14             |   | $                | 7  |       |  
|Provisions              |  |                     |   | 42             |   |                  | 5  |       | $
|Payments made           |  |                     |   | (29            | ) |                  | (2 | )     |  
|Transfer against assets |  |                     |   |                |   |                  |    |       |  
|Other movements*        |  |                     |   | (3             | ) |                  | (2 | )     |  
|                        |  |                     |   |                |   |                  |    |      
|Closing balance         |  |                     | $ | 24             |   | $                | 8  |       |  
|                        |  |                     |   |                |   |                  |    |      

* includes translation adjustments

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Crown Cork & Seal Company, Inc.

During 2000, payments of $29 were made related to the
termination of approximately 700 employees, 500 of whom were involved in direct
manufacturing operations. Payments of $2 were made for other exit costs.

---

M. Asset Impairments

Included in the caption Provision for restructuring and
other charges within the Consolidated Statements of Income, the Company
recorded a charge of $26 ($19 after-tax or $.15 per diluted share) in the second
quarter of 2000 to write-off a minority interest in a machinery company and an
investment in Eastern Europe due to uncertainty regarding the ultimate recovery
of these investments. The events which caused the Company to review its
investments for impairment were a Chapter 11 bankruptcy petition filed by the
machinery company and the politically unstable environment in which the
Companys investment in Eastern Europe operated.

---

N. Capital Stock

In February 2000, approximately 8.3 million shares of the
Companys 4.5% cumulative convertible preferred stock (acquisition
preferred) were converted into approximately 7.6 million shares of the
Companys common stock (together with the associated rights to purchase
common stock). The acquisition preferred converted into common stock at the rate
of 0.91116 share of common stock for each full share of acquisition preferred
stock based on the current conversion price of $45.9715. At the mandatory
conversion date of February 26, 2000, accrued and unpaid dividends with respect
to shares of acquisition preferred were converted into approximately 6,000
shares of common stock based on the conversion price of $45.9715. No additional
shares of acquisition preferred stock were outstanding at December 31, 2000.

During 2000, the Company repurchased approximately 3.2 million
shares of its common stock for an aggregate cost of $49 under a stock repurchase
program approved by the Board of Directors in September 1998.

The Board of Directors has the authority to issue, at any time
or from time to time, up to a maximum of 30 million shares of additional
preferred stock in one or more classes or series of classes. Such shares of
additional preferred stock would not be entitled to more than one vote per share
when voting as a class with holders of the Companys common stock. The
voting rights and such designations, preferences, limitations and special rights
are, subject to the terms of the Companys Articles of Incorporation,
determined by the Board of Directors.

---

O. Stock Options

As of December 31, 2000, the Company had three active
stock-based incentive compensation plans, 1990, 1994 and 1997. These plans
provide for the granting of awards in the form of stock options, deferred stock,
restricted stock or stock appreciation rights (SARs) and may be
subject to the achievement of certain performance goals as determined by the
Plan Committee so designated by the Companys Board of Directors. There
have been no issuances of deferred stock or SARs under any of the plans. During
2000, the Company issued 60,000 shares of restricted stock from the 1997 plan.
The term for the 1994 plan ended in October 1999, except with respect to grants
and awards then outstanding. The term for the 1990 plan ended in February 2000,
except with respect to grants and awards then outstanding.

Stock options granted during 2000 generally have a maximum term
of ten years and primarily vest pro rata over two years. A maximum of 5,000,000
shares of the Companys Common Stock were authorized for issuance pursuant
to grants and awards made under the 1997 plan, through February 2002.

-41-

---

Crown Cork & Seal Company, Inc.

A summary of stock option activity is as follows:

|                      |  | 2000      |   | 1999                           |  | 1998      |  
|--------------------- |  | --------- | - | ------------------------------ |  | --------- | -
|                      |  | Shares    |   | WeightedAverage Exercise Price |  | Shares    |  
|Options outstanding   |  |           |   |                                |  |           |  
|at January 1          |  | 7,433,760 |   | $38.33                         |  | 5,298,706 |  
|Granted               |  | 873,738   |   | 22.14                          |  | 2,722,507 |  
|Exercised             |  |           |   |                                |  |           |  
|Canceled              |  | (804,061  | ) | 35.98                          |  | (587,453  | )
|                      |  |           |   |                                |  |           |  
|Options outstanding   | 
|at December 31        |  | 7,503,437 |   | $36.70                         |  | 7,433,760 |  
|                      |  |           |   |                                |  |           |  
|Options exercisable   | 
|at December 31        |  | 4,222,630 |   | $40.84                         |  | 2,681,852 |  
|Options available for | 
|grant at December 31  |  | 2,540,819 |   |                                |  | 2,981,403 |  

The following table summarizes information concerning currently
outstanding and exercisable options:

|Options Outstanding    |  | Options Exercisable  | 
|---------------------- |  | -------------------- | 
|                       |  |                      | 
|Range ofExercisePrices |  | Number   Outstanding | 
|                       |  |                      | 
|$16.00 to $19.81       |  | 1,055,338            | 
|$20.53 to $30.63       |  | 2,098,982            | 
|$30.94 to $44.13       |  | 2,889,443            | 
|$44.88 to $54.38       |  | 1,459,674            | 
|                       |  |                      | 
|                       |  | 7,503,437            | 
|                       |  |                      | 

The Company applies APB No. 25 and related interpretations in
accounting for its plans. Accordingly, no compensation cost was recognized for
its fixed stock option plans in the results of operations. Had compensation cost
for the Companys stock-based compensation plans been determined based on
the fair value at the grant date for awards under those plans, consistent with
the requirements of SFAS No. 123, net income (loss) and earnings/(loss) per
share would have been the following pro forma amounts:

|                                 
|---------------------------------
|                                 
|                                 
|Net income (loss)                
|                                 
|                                 
|Basic earnings/(loss) per share  
|                                 
|                                 
|Diluted earnings/(loss) per share
|                                 

-42-

---

Crown Cork & Seal Company, Inc.

The pro forma results may not be representative of the effects
on reported income in future years. The fair value of each stock option has been
estimated on the date of the grant using the Black-Scholes option pricing model
with the following weighted average assumptions:

|                                |  |      |  |      |   |      |      |   |  |      |  
|------------------------------- |  | ---- |  | ---- | - | ---- | ---- | - |  | ---- | -
|                               
|                                |  | 2000 |  | 1999 |   | 1998 |     
|                               
|Risk-free interest rate         |  |      |  | 5.0  | % |      | 6.4  | % |  | 4.5  | %
|Expected life of option (years) |  |      |  | 5.4  |   |      | 5.0  |   |  | 4.9  |  
|Expected stock price volatility |  |      |  | 36.8 | % |      | 26.7 | % |  | 24.5 | %
|Expected dividend yield*        |  |      |  | 0.0  | % |      | 4.5  | % |  | 3.2  | %

*In the fourth quarter of 2000, the Board of Directors suspended
the Companys quarterly dividend.

The weighted average grant-date fair values for options granted
during 2000, 1999 and 1998 were $13.07, $5.67 and $9.96, respectively.

---

P. Short-Term Borrowings and Long-Term Debt

|                                                        |  |      |   |       |   |   |       |  
|------------------------------------------------------- |  | ---- | - | ----- | - | - | ----- | -
|                                                        |  | 2000 |   | 1999  |  
|                                                        |  |      |   |      
|Short-term borrowings (1)                               |  |      |   |       |   |   |       |  
|Commercial paper (2)                                    |  |      | $ | 56    |   | $ | 904   |  
|U.S. dollar bank loans/overdrafts                       |  |      |   | 55    |   |   | 79    |  
|Other currency bank loans/overdrafts                    |  |      |   | 121   |   |   | 379   |  
|                                                        |  |      |   |      
|Total short-term borrowings                             |  |      | $ | 232   |   | $ | 1,362 |  
|                                                        |  |      |   |      
|Long-term debt                                          |  |     
|U.S. Dollars:                                           |  |     
|Credit facility borrowings (3)                          |  |      | $ | 1,962 |   |   |       |  
|Commercial paper (2)                                    |  |      |   |       |   | $ | 700   |  
|Private placements: rates of 7.0% and 7.54%,            |  |     
|due 2000 and 2005                                       |  |      |   | 105   |   |   | 205   |  
|Senior notes and debentures:                            |  |     
|7.13% due 2002 (4)                                      |  |      |   | 350   |   |   | 350   |  
|6.75% due 2003 (5)                                      |  |      |   | 400   |   |   | 400   |  
|6.75% due 2003                                          |  |      |   | 200   |   |   | 200   |  
|8.38% due 2005                                          |  |      |   | 300   |   |   | 300   |  
|7.00% due 2006 (5)                                      |  |      |   | 300   |   |   | 300   |  
|8.00% due 2023                                          |  |      |   | 200   |   |   | 200   |  
|7.38% due 2026                                          |  |      |   | 350   |   |   | 350   |  
|7.50% due 2096                                          |  |      |   | 150   |   |   | 150   |  
|Other indebtedness: rates in 2000 ranging from          |  |     
|7.25% to 9.66%, due 2000 through 2005                   |  |      |   | 106   |   |   | 178   |  
|                                                        |  |      |   |      
|                                                        |  |      |   | 4,423 |   |   | 3,333 |  
|                                                        |  |      |   |      
|Other currencies:                                       |  |     
|Credit facility borrowings                              |  |      |   | 353   |   |   |       |  
|6.00% Euro Bond due 2004 (6)                            |  |      |   | 281   |   |   | 302   |  
|Other indebtedness in various currencies (average rates |  |     
|ranging from 3.25% to 12.00%), due 2001 through 2006    |  |      |   | 35    |   |   | 75    |  
|Capital lease obligations in various currencies         |  |      |   | 25    |   |   | 32    |  
|                                                        |  |      |   |      
|Total long-term debt (7)                                |  |      |   | 5,117 |   |   | 3,742 |  
|Less: current maturities                                |  |      |   | (68   | ) |   | (169  | )
|                                                        |  |      |   |      
|Long-term debt                                          |  |      | $ | 5,049 |   | $ | 3,573 |  
|                                                        |  |      |   |      

-43-

---

Crown Cork & Seal Company, Inc.

|(1) |  | The
weighted average interest rates for commercial paper outstanding during 2000, 1999 and
1998, were 5.9%, 4.9% and 5.2%, respectively. The weighted average interest rates for
notes and overdrafts outstanding during 2000, 1999 and 1998, were 7.0%, 5.5% and 5.6%,
respectively.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) |  | At
December 31, 1999, $700 of commercial paper was reported as long-term, reflecting the
Companys intent and ability to refinance these borrowings on a long-term basis
through committed credit facilities.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) |  | A
committed $2.5 billion multicurrency revolving credit facility with a maturity of
February 4, 2002 was available at both December 31, 2000 and 1999. At December 31, 1999,
$194 was drawn against the facility and reported as short-term borrowings.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) |  | On
August 25, 1999, the Company sold $350 of 7.125% public debt securities with a maturity
of September 1, 2002. Proceeds from this offering were used to pay down U.S. commercial
paper.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) |  | On
December 12, 1996, two wholly owned finance subsidiaries located in the United Kingdom
and France, sold public debt securities which were fully guaranteed by the Company. The
face value of the notes bear interest rates ranging from 6.75% to 7.0%. The offerings by
the subsidiaries, amounting to $700, were simultaneously converted into fixed rate, 8.28%
Sterling and 5.75% euro obligations through cross-currency swaps with various
counterparties. On May 23, 2000, the cross-currency swap on the euro obligation was
converted to a floating rate instrument with a coupon of EURIBOR less .88%. At December
31, 2000, the equivalent rate was 3.97%.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(6) |  | On
December 2, 1999, a wholly owned finance subsidiary, located in France, sold Euro 300 of
6% senior notes in Europe. These notes, which mature December 6, 2004, are listed on the
Luxembourg Exchange and are not registered under the U.S. Securities Act of 1933.
Proceeds from this offering were used to pay down short term indebtedness in Europe.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(7) |  | At
December 31, 1999, the Company was party to other interest rate swaps with a notional
value of $39. There were no such swaps outstanding at the end of 2000.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------

Aggregate maturities of long-term debt for the five years
subsequent to December 31, 2000 are $68, $2,702, $630, $292 and $409,
respectively. Cash payments for interest were $385 in 2000 and $377 in both 1999
and 1998 (including amounts capitalized of $1 in both 2000 and 1999 and $6 in
1998).

The estimated fair value of the Companys long-term
borrowings, including interest rate financial instruments, based on quoted
market prices for the same or similar issues or on current rates offered to the
Company for debt of the same remaining maturities was $5,194 and $3,662 at
December 31, 2000 and 1999, respectively.

The Company obtained waivers of its noncompliance with the
financial covenants of the revolving credit facility at December 31, 2000.

On March 2, 2001, the Company amended and restated its $2,500
multicurrency revolving credit facility and obtained a new $400 term loan. The
amended and restated credit facility bears interest at LIBOR plus 2.5% and the
maturity date has been extended to December 8, 2003. The term loan bears
interest at LIBOR plus 3.5% and matures February 4, 2002. In connection with the
new facility and term loan, the Company has pledged as collateral the stock of
certain of the Companys subsidiaries and substantially all of the assets
of the borrowing companies and the Companys domestic subsidiaries, except
for those assets which are already pledged, are precluded from being pledged
under existing or anticipated agreements, or are impractical to pledge under
local law. The credit facility and term loan contain covenants which include (i)
interest coverage and leverage ratios, (ii) restrictions on the assumption of
indebtedness and payment of dividends and (iii) restrictions on the use of
proceeds from asset sales. Any credit facility or term loan repayments made
using proceeds from the sale of businesses will permanently reduce the funds
available under the agreement.

---

Q. Financial Instruments

Fair Value.At December 31, 2000, the Companys
financial instruments included cash, cash equivalents, receivables, accounts
payable, short and long-term debt and various risk management contracts which do
not appear on the balance sheet. Included in these contracts are foreign
exchange forwards and swaps, interest rate and cross-currency swaps and
commodity forwards. The fair values for cash and cash equivalents, receivables,

-44-

---

Crown Cork & Seal Company, Inc.

accounts payable and short-term debt approximated carrying values because
of the short-term nature of these instruments. The fair value of long-term debt,
including cross-currency swaps, is disclosed in Note P above. The fair value of other
off-balance sheet instruments, as determined by broker quotes or quoted market prices for
same or similar instruments, approximated a loss of $1.

Foreign Currency Management. With respect to balance
sheet exposures, the Company has an internal netting strategy to match foreign
currency assets and liabilities wherever possible. This is achieved through the
individual capital structure of overseas subsidiaries complemented by the use of
financial instruments. The Company also enters into various types of foreign
exchange contracts, principally forward exchange contracts and swaps, in
managing the foreign exchange risk arising from certain foreign currency
transactions. At December 31, 2000, the Company had outstanding forward exchange
contracts, principally in European currencies, Canadian dollars and U.S. dollars
(both buy and sell) for an aggregate notional amount of $1,366 ($1,336 at
December 31, 1999). Gains and losses resulting from contracts that are
designated and effective as hedges are recognized in the same period as the
underlying hedged transaction.

Interest Rate Risk Management. The Company uses interest
rate swaps and cross-currency swaps to manage interest rate risk related to
borrowings. Interest rate and cross-currency swap agreements which hedge third
party debt issues are more fully described in Note P. Costs associated with
these financial instruments are generally amortized over the lives of the
instruments and are not material to the Companys financial results.
Differences in interest, which are paid or received, are recognized as
adjustments to interest expense.

Commodities.The Companys basic raw materials for
its products are subject to significant price fluctuations. In terms of
commodity risks, the Company uses a combination of commercial supply contracts
and financial instruments to minimize these exposures. The maturities of the
commodity instruments correlate to the actual purchases of the commodities.
Commodity instruments are accounted for as hedges, with any gains or losses
included in inventory, to the extent that they are designated and are effective
as hedges of anticipated commodity purchases. At December 31, 2000 and December
31, 1999 the fair value of the outstanding commodity contracts was not material
to the Companys earnings, cash flows or financial position.

---

-45-

---

Crown Cork & Seal Company, Inc.

R. Earnings Per Share (EPS)

The following table summarizes the basic and diluted earnings
per share computations for 2000, 1999 and 1998:

|                                 |  |       
|-------------------------------- |  | ------
|                                 |  | Income
|                                 |  |       
|2000                             |  |       
|Net Income                       |  |       
|Less: Preferred stock dividends  |  |       
|                                 |  |       
|Basic and Diluted EPS            |  |       
|                                 |  |       
|                                
|1999                             |  |       
|Net Income                       |  |       
|Less: Preferred stock dividends  |  |       
|                                 |  |       
|Basic and Diluted EPS            |  |       
|                                 |  |       
|                                
|1998                             |  |       
|Net Income                       |  |       
|Less: Preferred stock dividends  |  |       
|                                 |  |       
|Basic EPS                        |  |       
|                                 |  |       
|Potentially dilutive securities: |  |       
|Stock options                    |  |       
|                                 |  |       
|Diluted EPS                      |  |       
|                                 |  |       

*Basic and Diluted EPS are the same because potentially dilutive
common stock equivalents resulting from the assumed conversion of weighted
average outstanding preferred stock would have been anti-dilutive. Also, common
shares contingently issuable upon the exercise of stock options for 2000 and
1999 were excluded from the computation of diluted earnings per share because
the exercise price of the then outstanding options was above the average market
price for the related period.

Basic EPS excludes all potentially dilutive securities and is
computed by dividing income available to common shareholders by the weighted
average number of common shares outstanding during the period. Diluted EPS
includes the assumed exercise and conversion of potentially dilutive securities,
including stock options and convertible preferred stock, in periods when they
are not anti-dilutive, otherwise it is the same as Basic EPS.

As discussed in Note N, the acquisition preferred stock was
mandatorily converted into common shares on February 26, 2000.

---

S. Pensions and Other Retirement Benefits

Pensions.The Company sponsors various pension plans,
covering substantially all U.S. and Canadian and some non-U.S. and non-Canadian
employees, and participates in certain multi-employer pension plans. The
benefits under these plans are based primarily on years of service and the
employees remuneration near retirement. Contributions to multi-employer
plans in which the Company and its subsidiaries participate are determined in
accordance with the provisions of negotiated labor contracts or applicable local
regulations. The Companys objective in funding its pension plans is to
accumulate funds sufficient to provide for all accrued benefits. In certain
countries the funding of pension plans is not a common practice as funding
provides no economic benefit. Consequently, the Company has several pension
plans which are not funded.

Plan assets of company-sponsored plans, amounting to $3,293,
consist principally of common stocks, fixed income securities and other
investments, including $45 of the Companys common stock.

-46-

---

Crown Cork & Seal Company, Inc.

The 2000, 1999 and 1998 components of pension income were as
follows:

|                                             |  |      |   |       |   |      |       |   |   |       |  
|-------------------------------------------- |  | ---- | - | ----- | - | ---- | ----- | - | - | ----- | -
|U.S.                                         |  | 2000 |   | 1999  |   | 1998 |      
|                                             |  |      |   |       |   |     
|Service cost                                 |  |      | $ | 8     |   | $    | 10    |   | $ | 10    |  
|Interest cost                                |  |      |   | 91    |   |      | 87    |   |   | 88    |  
|Expected return on plan assets               |  |      |   | (127  | ) |      | (125  | ) |   | (145  | )
|Recognized actuarial loss/(gain)             |  |      |   | (2    | ) |      | 5     |   |   | (1    | )
|Recognized prior service cost                |  |      |   | 2     |   |      | 2     |   |   | 1     |  
|Cost attributable to plant closings          |  |      |   |       |   |      |       |   |   | 12    |  
|                                             |  |      |   |       |   |     
|Total pension income                         |  |      |   | ($ 28 | ) |      | ($ 21 | ) |   | ($ 35 | )
|                                             |  |      |   |       |   |     
|Non-U.S.                                     |  |     
|Service cost                                 |  |      | $ | 28    |   | $    | 29    |   | $ | 29    |  
|Interest cost                                |  |      |   | 136   |   |      | 141   |   |   | 140   |  
|Expected return on plan assets               |  |      |   | (227  | ) |      | (220  | ) |   | (233  | )
|Recognized actuarial loss                    |  |      |   | 2     |   |      | 3     |   |   | 2     |  
|Cost/(income) attributable to plant closings |  |      |   | 3     |   |      | 2     |   |   | (3    | )
|                                             |  |      |   |       |   |     
|Total pension income                         |  |      |   | ($ 58 | ) |      | ($ 45 | ) |   | ($ 65 | )
|                                             |  |      |   |       |   |     

Additional pension expense of $5, $6 and $8 was recognized in 2000, 1999
and 1998, respectively, for non-Company sponsored plans.

The projected benefit obligation, accumulated benefit obligation and fair
value of plan assets for the U.S. pension plans with accumulated benefit obligations in
excess of plan assets were $1,133, $1,111 and $923, respectively, as of December 31,
2000, and $661, $655, and $632, respectively, as of December 31, 1999.

The projected benefit obligation, accumulated benefit obligation and fair
value of plan assets for the non-U.S. pension plans with accumulated benefit obligations
in excess of plan assets were $205, $187, and $102, respectively, as of December 31,
2000, and $197, $170, and $63, respectively, as of December 31, 1999.

-47-

---

Crown Cork & Seal Company, Inc.

Changes in the benefit obligation and plan assets for 2000 and 1999 were
as follows:

|Change in Benefit Obligation                            |  |  |   | 2000    |   |   | 1999  |  
|------------------------------------------------------- |  |  | - | ------- | - | - | ----- | -
|                                                        |  |  |   |        
|U.S.                                                    |  | 
|Benefit obligation at January 1                         |  |  | $ | 1,152   |   | $ | 1,287 |  
|Service cost                                            |  |  |   | 8       |   |   | 10    |  
|Interest cost                                           |  |  |   | 91      |   |   | 87    |  
|Plan participants' contributions                        |  |  |   | 1       |   |   | 1     |  
|Amendments                                              |  |  |   | 2       |   |   | 2     |  
|Special termination benefits                            |  |  |   |         |   |   | (7    | )
|Actuarial (gain)/loss                                   |  |  |   | 66      |   |   | (108  | )
|Benefits paid                                           |  |  |   | (122    | ) |   | (120  | )
|                                                        |  |  |   |        
|Benefit obligation at end of year                       |  |  | $ | 1,198   |   | $ | 1,152 |  
|                                                        |  |  |   |        
|                                                       
|                                                        |  |  |   | 2000    |   |   | 1999  |  
|                                                        |  |  |   |        
|Non-U.S.                                                |  | 
|Benefit obligation at January 1                         |  |  | $ | 1,997   |   | $ | 1,957 |  
|Service cost                                            |  |  |   | 28      |   |   | 29    |  
|Interest cost                                           |  |  |   | 136     |   |   | 141   |  
|Plan participants' contributions                        |  |  |   | 8       |   |   | 9     |  
|Amendments                                              |  |  |   |         |   |   | 8     |  
|Settlements and curtailments                            |  |  |   | 1       |  
|Actuarial loss                                          |  |  |   | 39      |   |   | 29    |  
|Benefits paid                                           |  |  |   | (107    | ) |   | (113  | )
|Foreign currency exchange rate changes                  |  |  |   | (160    | ) |   | (63   | )
|                                                        |  |  |   |        
|Benefit obligation at end of year                       |  |  | $ | 1,942   |   | $ | 1,997 |  
|                                                        |  |  |   |        
|                                                       
|Change in Plan Assets                                   |  |  |   | 2000    |   |   | 1999  |  
|                                                        |  |  |   |        
|U.S.                                                    |  | 
|Fair value of plan assets at January 1                  |  |  | $ | 1,279   |   | $ | 1,226 |  
|Actual return on plan assets                            |  |  |   | (154    | ) |   | 170   |  
|Employer contributions                                  |  |  |   | 5       |   |   | 2     |  
|Plan participants' contributions                        |  |  |   | 1       |   |   | 1     |  
|Benefits paid                                           |  |  |   | (122    | ) |   | (120  | )
|                                                        |  |  |   |        
|Fair value of plan assets at December 31                |  |  | $ | 1,009   |   | $ | 1,279 |  
|                                                        |  |  |   |        
|Plan assets in excess of/(less than) benefit obligation |  |  |   | ($  189 | ) | $ | 127   |  
|Net transition obligation                               |  |  |   | 6       |   |   | 7     |  
|Unrecognized actuarial loss                             |  |  |   | 372     |   |   | 23    |  
|Unrecognized prior service cost                         |  |  |   | 16      |   |   | 16    |  
|                                                        |  |  |   |        
|Net amount recognized                                   |  |  | $ | 205     |   | $ | 173   |  
|                                                        |  |  |   |        
|                                                       
|Amounts recognized in the balance sheet consist of:     |  | 
|                                                       
|Prepaid benefit cost                                    |  |  | $ | 24      |   | $ | 119   |  
|Accrued benefit liability                               |  |  |   | (191    | ) |   | (5    | )
|Intangible asset                                        |  |  |   | 23      |   |   | 21    |  
|Accumulated other comprehensive income                  |  |  |   | 349     |   |   | 38    |  
|                                                        |  |  |   |        
|Net amount recognized                                   |  |  | $ | 205     |   | $ | 173   |  
|                                                        |  |  |   |        

-48-

---

Crown Cork & Seal Company, Inc.

Additional minimum pension liabilities of $372 and $59 have been
recognized at December 31, 2000 and 1999, respectively.

|                                                    |  |      |   |       |   |   |       |  
|--------------------------------------------------- |  | ---- | - | ----- | - | - | ----- | -
|Change in Plan Assets                               |  | 2000 |   | 1999  |  
|                                                    |  |      |   |      
|Non-U.S.                                            |  |     
|Fair value of plan assets at January 1              |  |      | $ | 2,251 |   | $ | 2,085 |  
|Actual return on plan assets                        |  |      |   | 283   |   |   | 300   |  
|Employer contributions                              |  |      |   | 21    |   |   | 20    |  
|Plan participants' contributions                    |  |      |   | 8     |   |   | 9     |  
|Benefits paid                                       |  |      |   | (107  | ) |   | (113  | )
|Foreign currency exchange rate changes              |  |      |   | (172  | ) |   | (50   | )
|                                                    |  |      |   |      
|Fair value of plan assets at December 31            |  |      | $ | 2,284 |   | $ | 2,251 |  
|                                                    |  |      |   |      
|                                                   
|Plan assets in excess of benefit obligation         |  |      | $ | 342   |   | $ | 254   |  
|Unrecognized actuarial loss                         |  |      |   | 77    |   |   | 100   |  
|Unrecognized prior service cost                     |  |      |   | 11    |   |   | 10    |  
|                                                    |  |      |   |      
|Net amount recognized                               |  |      | $ | 430   |   | $ | 364   |  
|                                                    |  |      |   |      
|                                                   
|Amounts recognized in the balance sheet consist of: |  |     
|                                                   
|Prepaid benefit cost                                |  |      | $ | 502   |   | $ | 479   |  
|Accrued benefit liability                           |  |      |   | (122  | ) |   | (150  | )
|Intangible asset                                    |  |      |   | 8     |   |   | 9     |  
|Accumulated other comprehensive income              |  |      |   | 42    |   |   | 26    |  
|                                                    |  |      |   |      
|Net amount recognized                               |  |      | $ | 430   |   | $ | 364   |  
|                                                    |  |      |   |      

Additional minimum pension liabilities of $50 and $35 have been
recognized at December 31, 2000 and 1999, respectively.

The weighted average actuarial assumptions for the
Companys pension plans are as follows:

|                         |  |      |  |       |  |      |       |  |  |       | 
|------------------------ |  | ---- |  | ----- |  | ---- | ----- |  |  | ----- | 
|U.S.                     |  | 2000 |  | 1999  |  | 1998 |      
|                         |  |      |  |       |  |     
|Discount rate            |  |      |  | 7.8%  |  |      | 8.3%  |  |  | 7.1%  | 
|Compensation increase    |  |      |  | 3.5%  |  |      | 3.5%  |  |  | 3.5%  | 
|Long-term rate of return |  |      |  | 10.5% |  |      | 10.8% |  |  | 11.0% | 
|                        
|Non-U.S                  |  |     
|Discount rate            |  |      |  | 7.2%  |  |      | 7.2%  |  |  | 7.2%  | 
|Compensation increase    |  |      |  | 5.2%  |  |      | 5.1%  |  |  | 5.3%  | 
|Long-term rate of return |  |      |  | 10.5% |  |      | 11.0% |  |  | 11.0% | 

Other Postretirement Benefit Plans.The Company and
certain subsidiaries sponsor unfunded plans to provide health care and life
insurance benefits to pensioners and survivors. Generally, the medical plans pay
a stated percentage of medical expenses reduced by deductibles and other
coverages. Life insurance benefits are generally provided by insurance
contracts. The Company reserves the right, subject to existing agreements, to
change, modify or discontinue the plans.

-49-

---

Crown Cork & Seal Company, Inc.

The components of the net postretirement benefit cost were as
follows:

|                                    |  |      |   |      |   |      |    |   |   |    |  
|----------------------------------- |  | ---- | - | ---- | - | ---- | -- | - | - | -- | -
|                                    |  | 2000 |   | 1999 |   | 1998 |   
|                                    |  |      |   |      |   |     
|Service cost                        |  |      | $ | 4    |   | $    | 4  |   | $ | 4  |  
|Interest cost                       |  |      |   | 45   |   |      | 41 |   |   | 40 |  
|Recognized actuarial gain           |  |      |   |      |   |      |    |   |   | (1 | )
|Recognized prior service cost       |  |      |   | (2   | ) |      | (1 | ) |   | (1 | )
|Loss attributable to plant closings |  |      |   |      |   |      | 1  |   |   | 4  |  
|                                    |  |      |   |      |   |     
|Net periodic benefit cost           |  |      | $ | 47   |   | $    | 45 |   | $ | 46 |  
|                                    |  |      |   |      |   |     

The following provides the components of the changes in the
benefit obligation, and reconciles the obligation to the amount recognized:

|                                       |  |      |   |      |   |   |     |  
|-------------------------------------- |  | ---- | - | ---- | - | - | --- | -
|                                       |  | 2000 |   | 1999 |  
|                                       |  |      |   |     
|Benefit obligations at January 1       |  |      | $ | 571  |   | $ | 568 |  
|Service cost                           |  |      |   | 4    |   |   | 4   |  
|Interest cost                          |  |      |   | 45   |   |   | 41  |  
|Special termination benefits           |  |      |   |      |   |   | 1   |  
|Actuarial loss                         |  |      |   | 71   |   |   | 7   |  
|Benefits paid                          |  |      |   | (56  | ) |   | (49 | )
|Foreign currency exchange rate changes |  |      |   | (2   | ) |   | (1  | )
|                                       |  |      |   |     
|Benefit obligation at December 31      |  |      |   | 633  |   |   | 571 |  
|Unrecognized actuarial gain/(loss)     |  |      |   | (61  | ) |   | 9   |  
|Unrecognized prior service cost        |  |      |   | 7    |   |   | 10  |  
|                                       |  |      |   |     
|Net amount recognized                  |  |      | $ | 579  |   | $ | 590 |  
|                                       |  |      |   |     

The health care accumulated postretirement benefit obligation
was determined at December 31, 2000 and 1999 using health care trend rates of
8.6% and 9.7%, respectively, decreasing to 4.9% and 4.8% over eight years and
nine years, respectively. The assumed long-term rate of compensation increase
used for life insurance was 3.5% at both December 31, 2000 and 1999. The
discount rate was 7.7% and 8.2% at December 31, 2000 and 1999, respectively.
Changing the assumed health care cost trend rate by one percentage point in each
year would change the accumulated postretirement benefit obligation by $42 and
the total of service and interest cost by $3.

Employee Savings Plan.The Company sponsors a Savings
Investment Plan which covers substantially all domestic salaried employees who
are 21 years of age. The Company matches with equivalent value of Company stock,
up to 1.5% of a participants compensation.

Employee Stock Purchase Plan.The Company also sponsors
an Employee Stock Purchase Plan which covers all domestic employees with one or
more years of service who are non-officers and non-highly compensated as defined
by the Internal Revenue Code. Eligible participants contribute 85% of the
quarter-ending market price towards the purchase of each common share. The
Companys contribution is equivalent to 15% of the quarter-ending market
price. Total shares purchased under the plan in 2000 and 1999 were 218,351 and
119,477, respectively, and the Companys contributions were less than $1 in
both years.

---

-50-

---

Crown Cork & Seal Company, Inc.

T. Income Taxes

Pre-tax income/(loss) for the years ended December 31 was taxed
under the following jurisdictions:

|        |  |      |    |      |   |      |     |   |    |     |  
|------- |  | ---- | -- | ---- | - | ---- | --- | - | -- | --- | -
|        |  | 2000 |    | 1999 |   | 1998 |    
|        |  |      |    |      |   |     
|U.S.    |  |      | ($ | 398  | ) | ($   | 35  | ) | ($ | 130 | )
|Foreign |  |      |    | 181  |   |      | 344 |   |    | 310 |  
|        |  |      |    |      |   |     
|        |  |      | ($ | 217  | ) | $    | 309 |   | $  | 180 |  
|        |  |      |    |      |   |     

The provision/(benefit) for income taxes consists of the following:

|                        |  |  |   |       |   |   |     |  |   |     |  
|----------------------- |  |  | - | ----- | - | - | --- |  | - | --- | -
|                        |  |  |   |       |   |   |    
|Current tax provision:  |  |  |   |       |   |   |     |  |   |     |  
|U.S. Federal            |  |  | $ | 1     |   | $ | 19  |  | $ | 5   |  
|State and foreign       |  |  |   | 37    |   |   | 47  |  |   | 52  |  
|                        |  |  |   |       |   |  
|                        |  |  |   | 38    |   |   | 66  |  |   | 57  |  
|                        |  |  |   |       |   |  
|Deferred tax provision: |  | 
|U.S. Federal            |  |  |   | (128  | ) |   | 14  |  |   | (31 | )
|State and foreign       |  |  |   | 32    |   |   | 25  |  |   | 48  |  
|                        |  |  |   |       |   |  
|                        |  |  |   | (96   | ) |   | 39  |  |   | 17  |  
|                        |  |  |   |       |   |  
|Total                   |  |  |   | ($ 58 | ) | $ | 105 |  | $ | 74  |  
|                        |  |  |   |       |   |  

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

|                                          |  |      |  |       |   |      |       |   |  |       |  
|----------------------------------------- |  | ---- |  | ----- | - | ---- | ----- | - |  | ----- | -
|                                          |  | 2000 |  | 1999  |   | 1998 |      
|                                          |  |      |  |       |   |     
|U.S. statutory rate                       |  |      |  | 35.0  | % |      | 35.0  | % |  | 35.0  | %
|Non-U.S. operations at different rates    |  |      |  | 10.6  |   |      | (10.4 | ) |  | (12.6 | )
|Effect of non-U.S. statutory rate changes |  |      |  |       |   |      | (1.9  | ) |  | (1.6  | )
|Amortization of acquisition adjustments   |  |      |  | (18.7 | ) |      | 13.9  |   |  | 23.8  |  
|Valuation allowance                       |  |      |  | (.1   | ) |      | (2.9  | ) |  | (2.5  | )
|Other items, net                          |  |      |  | (.1   | ) |      | .3    |   |  | (1.0  | )
|                                          |  |      |  |       |   |     
|Effective income tax rate                 |  |      |  | 26.7  | % |      | 34.0  | % |  | 41.1  | %
|                                          |  |      |  |       |   |     

-51-

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Crown Cork & Seal Company, Inc.

The valuation allowance caption includes a benefit for the
reduction of reserves for tax contingencies, offset by a net charge for
valuation allowance adjustments.

The Company paid taxes (net of refunds) of $43 and $47 in 2000
and 1999, respectively, and received federal, state, local and foreign income
tax refunds (net of payments) of $1 in 1998. The components of deferred tax
assets and liabilities at December 31, were:

|                                           |  | 2000  |   | 1999      |  
|------------------------------------------ |  | ----- | - | --------- | -
|                                           |  |       |   |          
|                                           |  | Asset |   | Liability |  
|                                           |  |       |   |           |  
|Depreciation                               |  |       |   |           |  
|Tax loss and credit carryforwards          |  |       | $ | 270       |  
|Postretirement and postemployment benefits |  |       |   | 205       |  
|Pensions                                   |  |       |   |           |  
|Asbestos litigation                        |  |       |   | 147       |  
|Inventories                                |  |       |   |           |  
|Restructuring                              |  |       |   | 9         |  
|Accruals and other                         |  |       |   | 123       |  
|                                           |  |       |   |           |  
|                                           |  |       |   | 754       |  
|Valuation allowance                        |  |       |   | (104      | )
|                                           |  |       |   |           |  
|                                           |  |       | $ | 650       |  
|                                           |  |       |   |           |  

Prepaid expenses and other current assets included $17 and $45
of deferred tax assets at December 31, 2000 and 1999, respectively. Other
non-current assets included $561 and $297 of deferred tax assets at December 31,
2000 and 1999, respectively.

The Company recorded $141 of deferred tax assets arising from
tax loss and credit carryforwards which will be realized through future
operations and an additional $25 which will be realized through the reversal of
existing temporary differences. Future recognition of the remaining $104 will be
achieved either when the benefit is realized or when it has been determined that
it is more likely than not that the benefit will be realized through future
earnings. Carryforwards of $51 expire over the next five years; $138 expire in
years six through twenty; and $81 can be utilized over an indefinite period.

The valuation allowance of $104 included $62 which, if reversed
in future periods, will reduce goodwill.

The cumulative amount of the Companys share of
undistributed earnings of non-U.S. subsidiaries for which no deferred taxes have
been provided was $848 and $584 as of December 31, 2000 and 1999, respectively.
Management has no plans to distribute such earnings in the foreseeable future.

---

U. Segment Information

The Company is organized on the basis of geographic regions with
three reportable segments: Americas, Europe and Asia-Pacific. The Americas
includes the United States, Canada and South and Central America. Europe
includes Europe, Africa and the Middle East. Although the economic environments
within each of these reportable segments are quite diverse, they are similar in
the nature of their products, the production processes, the types or classes of
customers for products and the methods used to distribute products.
Asia-Pacific, although below reportable segment thresholds, has been designated
as a reportable segment because considerable review is made of this region for
the allocation of resources. Each reportable segment is an operating division
within the Company and has a President reporting directly to the Chief Executive
Officer. Corporate includes Corporate Technology and headquarters
costs.

The Company evaluates performance and allocates resources based
on operating income, that is, income before net interest, foreign exchange and
gain/loss on sale of assets. The accounting policies for each reportable segment
are the same as those described in Note A, Summary of Significant
Accounting Policies.

On an enterprise-wide basis, the Companys major products
and their distribution along geographic lines along with related long-lived
assets are presented below.

-52-

---

Crown Cork & Seal Company, Inc.

The tables below present information about reportable segments for the
years ending December 31, 2000, 1999, 1998:

|                              |  | December 31, 2000 |  
|----------------------------- |  | ----------------- | -
|                              |  | Americas          |  
|External sales                |  |                   | $
|Depreciation & amortization   |  |                   |  
|Restructuring & other charges |  |                   |  
|Segment income (loss)         |  |                   |  
|Capital expenditures          |  |                   |  
|Equity investments            |  |                   |  
|Deferred tax assets           |  |                   |  
|Segment assets                |  |                   |  
|                              |  |                  
|                             
|                              |  | December 31, 1999 |  
|                              |  | Americas          |  
|External sales                |  |                   | $
|Depreciation & amortization   |  |                   |  
|Restructuring & other charges |  |                   |  
|Segment income (loss)         |  |                   |  
|Capital expenditures          |  |                   |  
|Equity investments            |  |                   |  
|Deferred tax assets           |  |                   |  
|Segment assets                |  |                   |  
|                              |  |                  
|                             
|                              |  | December 31, 1998 |  
|                              |  | Americas          |  
|External sales                |  |                   | $
|Depreciation & amortization   |  |                   |  
|Restructuring & other charges |  |                   |  
|Segment income (loss)         |  |                   |  
|Capital expenditures          |  |                   |  
|Equity investments            |  |                   |  
|Deferred tax assets           |  |                   |  
|Segment assets                |  |                   |  
|                              |  |                  
|                             

A reconciliation of segment income to consolidated pre-tax
income for the years ended December 31, 2000, 1999 and 1998 is as follows:

|                                   |  |      |   |       |   |      |     |   |   |     |  
|---------------------------------- |  | ---- | - | ----- | - | ---- | --- | - | - | --- | -
|INCOME                             |  | 2000 |   | 1999  |   | 1998 |    
|                                   |  |      |   |       |   |     
|Segment income                     |  |      | $ | 165   |   | $    | 646 |   | $ | 557 |  
|Interest expense                   |  |      |   | 393   |   |      | 367 |   |   | 408 |  
|Interest income                    |  |      |   | (20   | ) |      | (25 | ) |   | (45 | )
|(Gain)/loss on sale of assets      |  |      |   | 1     |   |      | (18 | )
|Translation & exchange adjustments |  |      |   | 8     |   |      | 13  |   |   | 14  |  
|                                   |  |      |   |       |   |     
|Income (loss) before income taxes  |  |      |   | ($217 | ) | $    | 309 |   | $ | 180 |  
|                                   |  |      |   |       |   |     

For the years ended December 31, 2000, 1999 and 1998, no one customer
accounted for more than 10% of the Company's consolidated net sales.

-53-

---

Crown Cork & Seal Company, Inc.

Sales by segment for 1999 and 1998 have been restated for the change in
reporting of shipping and handling fees and costs upon the adoption of EITF 00-10 by the
Company in the fourth quarter of 2000. See Note B for further details.

Sales for major products were:

|PRODUCTS                     |  |      |   |       |  |      |       |  |   |       | 
|---------------------------- |  | ---- | - | ----- |  | ---- | ----- |  | - | ----- | 
|                             |  | 2000 |   | 1999  |  | 1998 |      
|                             |  |      |   |       |  |     
|Metal beverage cans and ends |  |      | $ | 2,339 |  | $    | 2,461 |  | $ | 2,641 | 
|Metal food cans and ends     |  |      |   | 2,135 |  |      | 2,489 |  |   | 2,630 | 
|Other metal packaging        |  |      |   | 1,243 |  |      | 1,381 |  |   | 1,517 | 
|Plastic packaging            |  |      |   | 1,495 |  |      | 1,508 |  |   | 1,602 | 
|Other products               |  |      |   | 77    |  |      | 159   |  |   | 178   | 
|                             |  |      |   |       |  |     
|Consolidated net sales*      |  |      | $ | 7,289 |  | $    | 7,998 |  | $ | 8,568 | 
|                             |  |      |   |       |  |     

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

|GEOGRAPHIC        
|------------------
|                  
|                  
|                  
|                  
|United States     
|United Kingdom    
|France            
|Other **          
|                  
|Consolidated total
|                  

|* |  | Net
Sales for 1999 and 1998 have been restated for the change in reporting of shipping and
handling fees and costs upon the adoption of EITF 00-10 by the Company in the fourth
quarter of 2000. See Note B for further details.
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|** |  | "Other"
includes Other Europe, Africa, Middle East, Canada, South and Central America and
Asia-Pacific.
|-- |  | -------------------------------------------------------------------------------------------------------

-54-

---

Crown Cork & Seal Company, Inc.

Quarterly Data (unaudited)

|                     
|---------------------
|(in millions)        
|                     
|                     
|                     
|Net sales*           
|Gross profit**       
|Net income (loss)    
|available to common  
|shareholders         
|                     
|Earnings (loss) per  
|average common       
|share:***            
|Basic                
|Diluted              
|                     
|Dividends per common 
|share                
|                     
|Average common shares
|outstanding:         
|Basic                
|Diluted              
|                     
|Common stock         
|price range:****     
|High                 
|Low                  
|Close                
|                     
|                     

| |  | Diluted
earnings per share for 2000 and for the first and fourth quarters of 1999 are the same as
Basic because the assumed conversion of convertible preferred stock and the addback of
preferred dividends was anti-dilutive.
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|* |  | In
the fourth quarter of 2000, the Company adopted EITF 00-10, Accounting for Shipping
and Handling Fees and Costs.As a result, current and prior years quarterly
net sales and cost of products sold have been increased by $59, $59, $65 and $61 in 2000
and by $59, $70, $76 and $61 in 1999. See Note B for additional details.
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|** |  | The
Company defines gross profit as net sales less cost of products sold, depreciation and
amortization (excluding goodwill amortization) and the provision for restructuring and
asset impairments.
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|*** |  | The
sum of the quarterly earnings per share does not equal the year-to-date earnings per
share due to the effect of shares issued or repurchased during the year.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------

|**** |  | Source:
New York Stock Exchange Composite Transactions
|---- |  | -------------------------------------------------------

|(1) |  | Includes
pre-tax restructuring charges of $51, $36 after taxes or $.28 per basic and diluted
share; a pre-tax impairment charge of $26, $19 after taxes or $.15 per basic and diluted
share; and a non-recurring charge of $20, $13 after taxes or $.10 per basic and diluted
share for the bad debt provision related to a food can customer in bankruptcy
proceedings. Excluding the impact of the restructuring and impairment charges and the bad
debt provision, net income was $64 or $.50 per basic and diluted share. See Notes D, L
and M for additional details.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) |  | Includes
pre-tax bad debt provision of $35; $23 after-tax or $.18 per basic and diluted share, and
a pre-tax restructuring credit and related loss on sale of a South American operation
totaling $1 net of tax or $.01 per basic and diluted share. See Notes D and L for further
details.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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Crown Cork & Seal Company, Inc.

|(3) |  | Includes
after-tax charges for litigation of $166 or $1.32 per basic and diluted share,
restructuring of $1 or $.01 per basic and diluted share, and a loss on the sale of assets
of $1 or $.01 per basic and diluted share. Excluding the impact of these non-recurring
items, including the bad debt provision in (2), net loss was ($46) or ($.37) per basic
and diluted share. See Notes K and L for further details.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) |  | Includes
a pre-tax restructuring credit of $7; $5 after taxes or $.04 per basic and diluted share,
non-recurring charges of $10; $6 after taxes or $.05 per basic and diluted share for
losses from an earthquake in Turkey and the disposition of Golden Aluminum Company and a
gain on the sale of assets of $14; $7 after taxes or $.05 per basic and diluted share.
Excluding the impact of the restructuring credit and the non-recurring items, net income
was $108 or $.88 per basic share and $.87 per diluted share. See Note L for additional
details.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) |  | Includes
an after-tax charge for litigation of $106 or $.87 per basic and diluted share. Excluding
the impact of the litigation charge, net income was $36 or $.30 per basic and diluted
share. See Note K for additional details.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

-56-

---

Crown Cork & Seal Company, Inc.

SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS AND RESERVES

(In millions)

|                                                                                                                                           
|-------------------------------------------------------------------------------------------------------------------------------------------
|COLUMN A                                                                                                                                   
|                                                                                                                                           
|Description                                                                                                                                
|                                                                                                                                           
|                                                                                                                                           
|For the Year Ended December 31, 2000                                                                                                       
|                                                                                                                                           
|Allowances deducted from assets to which they apply:                                                                                       
|                                                                                                                                           
|Trade accounts receivable                                                                                                                  
|                                                                                                                                           
|Deferred tax assets                                                                                                                        
|                                                                                                                                           
|                                                                                                                                           
|* Includes $55 for the provisions against bad debts for a U.S. food can
customer that has filed a voluntary Chapter 11 bankruptcy petition.
|                                                                                                                                           
|For the Year Ended December 31, 1999                                                                                                       
|Allowances deducted fromassets to which they apply:                                                                                        
|                                                                                                                                           
|Trade accounts receivable                                                                                                                  
|                                                                                                                                           
|Deferred tax assets                                                                                                                        
|                                                                                                                                           
|                                                                                                                                           
|For the Year Ended December 31, 1998                                                                                                       
|                                                                                                                                           
|Allowances deducted fromassets to which they apply:                                                                                        
|                                                                                                                                           
|Trade accounts receivable                                                                                                                  
|                                                                                                                                           
|Deferred tax assets                                                                                                                        

ITEM 9.   DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

-57-

---

Crown Cork & Seal Company, Inc.

ITEM 10.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The information called for by this Item, is set forth on pages 4
through 6 of the Companys Proxy Statement dated March 23, 2001, in the
section entitled Election of Directors and on page 26 in the section
entitled Section 16(a) Beneficial Ownership Reporting Compliance and
is incorporated herein by reference.

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

|Name               | Age | Present Title                    
|------------------ | --- | ---------------------------------
|                  
|John W. Conway     | 55  | Chairman of the Board, President,
|                   |     | Chief Executive Officer and      
|                   |     | President-Americas Division      
|                  
|Alan W. Rutherford | 57  | Vice Chairman of the Board,      
|                   |     | Executive Vice President and     
|                   |     | Chief Financial Officer          
|                  
|William R. Apted   | 53  | Executive Vice President and     
|                   |     | President-European Division      
|                  
|William H. Voss    | 55  | Executive Vice President and     
|                   |     | President-Asia-Pacific Division  
|                  
|Timothy J. Donahue | 38  | Senior Vice President - Finance  
|                  
|Thomas A. Kelly    | 41  | Vice President and Corporate     
|                   |     | Controller                       

Mr. William J. Avery, after more than forty years with the
Company, retired as Chief Executive Officer of the Company on January 5, 2001
and as a Director and Chairman of the Board on February 22, 2001. Further
details of Mr. Averys retirement appear on pages 11 and 18 of the
Companys Proxy Statement dated March 23, 2001, in the sections entitled
Executive Compensation and Executive Compensation Committee
Report on Executive Compensation and are incorporated herein by reference.

ITEM 11.   EXECUTIVE COMPENSATION

The information set forth on pages 9 through 15 of the
Companys Proxy Statement dated March 23, 2001, in the section entitled
Executive Compensation is incorporated herein by reference.

ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The information required by this Item is set forth on pages 2
through 6 of the Companys Proxy Statement dated March 23, 2001, in the
sections entitled Proxy Statement-Meeting, April 26, 2001 and
Election of Directors and is incorporated herein by reference.

ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information required by this Item is set forth on pages 4
through 6 of the Companys Proxy Statement dated March 23, 2001, in the
section entitled Election of Directors and is incorporated herein by
reference.

-58-

---

Crown Cork & Seal Company, Inc.

PART IV

ITEM 14.   EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

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

| | (1) | All
Financial Statements:
| | --- | -------------------------

| | Crown
Cork & Seal Company, Inc. and Subsidiaries (see Part II pages 27 through 56 of this
Report).
| | --------------------------------------------------------------------------------------------------

| | (2) | Financial
Statement Schedules:
| | --- | ------------------------------

| | Schedule Number
| | ---------------

| | II.-
Valuation and Qualifying Accounts and Reserves (see page 57 of this Report).
| | ---------------------------------------------------------------------------------

| | All
other schedules have been omitted because they are not applicable or the required
information is included in the Consolidated Financial Statements.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Exhibits
|--- | --------

| | 3.a | Amended
and Restated Articles of Incorporation of Crown Cork & Seal Company, Inc. (incorporated by
reference to Exhibit 3.1 of the Registrant's Registration Statement on Form 8-A dated
February 20, 1996 (File No. 1-2227)).
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 3.b | By-laws
of Crown Cork & Seal Company, Inc., as amended (incorporated by reference to Exhibit 3 of
the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 1999 (File
No. 1-2227)).
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 4.a | Specimen
certificate of Registrants Common Stock (incorporated by reference to Exhibit 4.a
of the Registrants Annual Report on Form 10-K for the year ended December 31, 1995
(File No. 1-2227)).
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 4.b | Form
of Registrants 7-1/8% Notes due 2002 (incorporated by reference to Exhibit 4.2 of
the Registrants Registration Statement on Form 8-A, dated August 27, 1999 (File No.
1-2227)).
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 4.c | Terms
Agreement, dated August 25, 1999 (incorporated by reference to Exhibit 4 of the Registrants
Quarterly Report on Form 10-Q for the quarter ended September 30, 1999 (File No.
1-2227)).
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 4.d | Form
of the Registrants 6-3/4% Notes Due 2003 (incorporated by reference to Exhibit 23
of Registrants Current Report on Form 8-K dated April 12, 1993 (File No. 1-2227)).
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 4.e | Form
of the Registrants 8% Debentures Due 2023 (incorporated by reference to Exhibit 24
of Registrants Current Report on Form 8-K dated April 12, 1993 (File No. 1-2227)).
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 4.f | OfficersCertificate
of the Company (incorporated by reference to Exhibit 4.3 of the Registrants
Quarterly Report on Form 10-Q for the quarter ended March 31, 1993 (File No. 1-2227)).
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 4.g | Indenture
dated as of April 1, 1993 between the Company and Chemical Bank, as Trustee (incorporated
by reference to Exhibit 26 of the Registrants Current Report on Form 8-K dated
April 12, 1993 (File No 1-2227)).
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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---

Crown Cork & Seal Company, Inc.

| | 4.h | Terms
Agreement dated March 31, 1993 (incorporated by reference to Exhibit 27 of the Registrants
Current Report on Form 8-K dated April 12, 1993 (File No. 1-2227)).
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 4.i | Indenture
dated as of January 15, 1995 between the Company and Chemical Bank, as Trustee
(incorporated by reference to Exhibit 4 of the Registrants Current Report on Form
8-K dated January 25, 1995 (File No. 1-2227)).
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 4.j | Form
of the Companys 8-3/8% Notes Due 2005 (incorporated by reference to Exhibit 99a of
the Registrants Current Report on Form 8-K dated January 25, 1995 (File No.
1-2227)).
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 4.k | OfficersCertificate
of the Company dated January 25, 1995 (incorporated by reference to Exhibit 99b of the
Registrants Current Report on Form 8-K dated January 25, 1995 (File No. 1-2227)).
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 4.l | Terms
Agreement dated January 18, 1995 (incorporated by reference to Exhibit 99c of the
Registrants Current Report on Form 8-K dated January 25, 1995 (File No. 1-2227)).
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 4.m | Revolving
Credit and Competitive Advance Facility Agreement, dated as of February 4, 1997, as
amended and restated as of March 2, 2001, among the Registrant, the Subsidiary Borrowers
referred to therein, the Lenders referred to therein, the Chase Manhattan Bank, as
Administrative Agent, SociétéGénérale, as Documentation
Agent, and Bank of America Illinois, as Syndication Agent.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 4.n | U.S.
Pledge Agreement dated, as of March 2, 2001 among the Registrant, the Subsidiary Pledgors
referred to therein and the Chase Manhattan Bank, as Collateral Agent.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 4.o | U.S.
Security Agreement, dated as of March 2, 2001 among the Registrant, the Subsidiary
Grantors referred to therein and the Chase Manhattan Bank, as Collateral Agent.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 4.p | U.S.
Guarantee Agreement, dated as of March 2, 2001 among the Subsidiary Guarantors referred
to therein and the Chase Manhattan Bank, as Collateral Agent.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------

| | 4.q | Indemnity,
Subrogation and Contribution Agreement, dated as of March 2, 2001 among the Registrant,
the Subsidiary Borrowers referred to therein, each Subsidiary Guarantor referred to
therein, and the Chase Manhattan Bank, as Administrative Agent.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 4.r | Collateral
Sharing Agreement, dated as of March 2, 2001 among the Registrant, the Subsidiary
Grantors referred to therein and the Chase Manhattan Bank, as Collateral Agent.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 4.s | Amended
and Restated Rights Agreement, dated as of May 25, 2000, between Crown Cork & Seal
Company, Inc. and First Chicago Trust Company of New York (incorporated by reference to
Exhibit 1 to Amendment No. 1 to the Registrant's Registration Statement on Form 8-A,
dated May 30, 2000 (File No. 1-2227)).
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 4.t | Indenture,
dated December 17, 1996, among the Company, Crown Cork & Seal Finance PLC, Crown Cork
& Seal Finance S.A. and The Bank of New York, as trustee (incorporated by reference to
Exhibit 4.1 of the Registrants Current Report on Form 8-K dated December 17, 1996
(File No. 1-2227)).
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 4.u | Form
of the Registrants 7-3/8% Debentures Due 2026 (incorporated by reference to Exhibit
99.1 of the Registrants Current Report on Form 8-K dated December 17, 1996 (File
No. 1- 2227)).
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 4.v | OfficersCertificate
for 7-3/8% Debentures Due 2026 (incorporated by reference to Exhibit 99.6 of the
Registrants Current Report on Form 8-K dated December 17, 1996 (File No. 1- 2227)).
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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Crown Cork & Seal Company, Inc.

| | 4.w | Form
of the Registrants 7-1/2% Debentures Due 2096 (incorporated by reference to Exhibit
99.2 of the Registrants Current Report on Form 8-K dated December 17, 1996 (File
No. 1- 2227)).
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 4.x | OfficersCertificate
for 7-1/2% Debentures Due 2096 (incorporated by reference to Exhibit 99.7 of the
Registrants Current Report on Form 8-K dated December 17, 1996 (File No. 1-2227)).
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 4.y | Form
of UK 6-3/4% Notes Due 2003 (incorporated by reference to Exhibit 99.3 of the Registrants
Current Report on Form 8-K dated December 17, 1996 (File No. 1-2227)).
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 4.z | OfficersCertificate
for 6-3/4% Notes Due 2003 (incorporated by reference to Exhibit 99.8 of the Registrants
Current Report on Form 8-K dated December 17, 1996 (File No. 1-2227)).
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 4.aa | Form
of UK 7% Notes Due 2006 (incorporated by reference to Exhibit 99.4 of the Registrants
Current Report on Form 8-K dated December 17, 1996 (File No. 1-2227)).
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 4.bb | OfficersCertificate
for 7% Notes Due 2006 (incorporated by reference to Exhibit 99.9 of the Registrants
Current Report on Form 8-K dated December 17, 1996 (File No. 1-2227)).
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 4.cc | Form
of French 6-3/4% Notes Due 2003 (incorporated by reference to Exhibit 99.5 of the
Registrants Current Report on Form 8-K dated December 17, 1996 (File No. 1-2227)).
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 4.dd | OfficersCertificate
for 6-3/4% Notes Due 2003 (incorporated by reference to Exhibit 99.10 of the Registrants
Current Report on Form 8-K dated December 17, 1996 (File No. 1-2227)).
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 4.ee | Terms
Agreement dated December 12, 1996 (incorporated by reference to Exhibit 1.1 of the
Registrants Current Report on Form 8-K dated December 17, 1996 (File No. 1-2227)).
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 4.ff | Form
of Bearer Security Depositary Agreement (incorporated by reference to Exhibit 4.2 of the
Registrants Registration Statement on Form S-3 dated November 26, 1996 amended
December 5 and 10, 1996 (File No. 333-16869)).
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 4.gg | Form
of Underwriting Agreement (incorporated by reference to Exhibit 1.1 of the Registrants
Registration Statement on Form S-3, dated November 26, 1996, amended December 5 and
December 10, 1996 (File No. 333-16869)).
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Other long-term
agreements of the Registrant are not filed pursuant to Item 601(b)(4)(iii)(A) of
Regulation S-K, and the Registrant agrees to furnish copies of such agreements to the
Securities and Exchange Commission upon its request.
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.a | Employment
Contracts:
| | ---- | ---------------------

| | (1) | Employment
contract between Crown Cork & Seal Company, Inc. and William J. Avery dated January 3,
2000.
| | --- | -------------------------------------------------------------------------------------------------------

| | (2) | Employment
contract between Crown Cork & Seal Company, Inc. and John W. Conway dated January 3, 2000.
| | --- | -----------------------------------------------------------------------------------------------------

| | (3) | Employment
contract between Crown Cork & Seal Company, Inc. and Alan W. Rutherford dated January 3,
2000.
| | --- | ---------------------------------------------------------------------------------------------------------

| | 10.b | Consulting
Agreement, dated April 1, 2000, between Crown Cork & Seal Company, Inc. and Michael J.
McKenna.
| | ---- | ----------------------------------------------------------------------------------------------------------

| | 10.c | Consulting
Agreement, dated February 1, 2000, between Crown Cork & Seal Company, Inc. and Ronald R.
Thoma.
| | ---- | ----------------------------------------------------------------------------------------------------------

| | 10.d | Form
of Restricted Stock Agreement, dated March 15, 2000 and entered into by Messrs. Avery,
Conway and Rutherford.
| | ---- | ------------------------------------------------------------------------------------------------------------------

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Crown Cork & Seal Company, Inc.

| | 10.e | Crown
Cork & Seal Company, Inc. Executive Deferred Compensation Plan (incorporated by
reference to Exhibit 10 of the Registrants Annual Report on Form 10-K for the year
ended December 31, 1991 (File No. 1-2227)).
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.f | Crown
Cork & Seal Company, Inc. Senior Executive Retirement Plan, as amended and restated as
of June 30, 1999 (incorporated by reference to Exhibit 10.d of the Registrants
Quarterly Report on Form 10-Q for the quarter ended June 30, 1999 (File No. 1-2227)).
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.g | 1990
Stock-Based Incentive Compensation Plan (incorporated by reference to Exhibit 10.2 of the
Registrants Annual Report on Form 10-K for the year ended December 31, 1992 (File
No. 1-2227)).
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.h | Amendment
No. 1 to the Crown Cork & Seal Company, Inc. 1990 Stock-Based Incentive Compensation Plan,
dated as of September 21, 1998 (incorporated by reference to Exhibit 10.a of the
Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 1999 (File No.
1-2227)).
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.i | Crown
Cork & Seal Company, Inc. Restricted Stock Plan for Non-Employee Directors. (incorporated
by the reference to Exhibit 10.3 of the Registrant's Annual Report on Form 10-K for the
year ended December 31, 1992 (File No. 1-2227)).
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.j | Crown
Cork & Seal Company, Inc. Stock Purchase Plan (incorporated by reference to Exhibit
4.3 of the Registrants Registration Statement on Form S-8, filed with the
Securities and Exchange Commission on March 16, 1994 (Registration No. 33-52699)).
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.k | Crown
Cork & Seal Company, Inc. 1994 Stock-Based Incentive Compensation Plan (incorporated by
reference to Exhibit 10.g of the Registrant's Annual Report on Form 10-K for the year
ended December 31, 1994 (File No. 1-2227)).
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.l | Amendment
No. 1 to the Crown Cork & Seal Company, Inc. 1994 Stock-Based Incentive Compensation Plan,
dated as of September 21, 1998 (incorporated by reference to Exhibit 10.b of the
Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 1999 (File No.
1-2227)).
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.m | Crown
Cork & Seal Company, Inc. 1997 Stock-Based Incentive Plan, amended and restated
(incorporated by reference to the Registrant's Definitive Additional materials on
Schedule 14A, filed with the Securities and Exchange Commission on April 13, 2000 (File
No. 1-2227)).
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.n | Crown
Cork & Seal Company, Inc. Deferred Compensation Plan for Directors, dated as of
October 27, 1994 (incorporated by reference to Exhibit 10.b of Registrants
Quarterly Report on Form 10-Q for the quarter ended June 30, 1995 (File No. 1-2227)).
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.o | Crown
Cork & Seal Company, Inc. Pension Plan for outside Directors, dated as of October 27,
1994 (incorporated by reference to Exhibit 10.c of the Registrants Quarterly Report
on Form 10-Q for the quarter ended June 30, 1995 (File No. 1-2227)).
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.p | Crown
Cork & Seal Company, Inc. Dividend Reinvestment and Stock Purchase Plan (incorporated
by reference to the Companys Prospectus dated May 31, 1996 forming a part of the
Registrants Registration Statement on Form S-3 (No. 333-04971) filed with the
Securities and Exchange Commission on May 31, 1996).
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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Crown Cork & Seal Company, Inc.

| | Exhibits
10.a through 10.o, inclusive, are management contracts or compensatory plans or
arrangements required to be filed as exhibits pursuant to Item 14(c) of this Report.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 12. | Computation
of ratio of earnings to fixed charges.
| | --- | --------------------------------------------------

| | 21. | Subsidiaries
of Registrant.
| | --- | ---------------------------

| | 23. | Consent
of Independent Accountants.
| | --- | -----------------------------------

|b) |  | Reports
on Form 8-K
|-- |  | -------------------

| | On
December 19, 2000 the Registrant filed a Current Report Form 8-K for the following event:
| | --------------------------------------------------------------------------------------------

| | the
Company reported under:
| | ---------------------------

| | Item 5. Other Events
| | --------------------

| | that
on December 15, 2000, the Company issued a news release announcing that its Board of
Directors voted to suspend the Companys quarterly dividend on its common stock.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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Crown Cork & Seal Company, Inc.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.

|      |                |     |                                                        | Crown Cork & Seal Company, Inc.Registrant | 
|----- | -------------- | --- | ------------------------------------------------------ | ----------------------------------------- | 
|Date: | March 29, 2001 |     |                                                       
|      |                | By: | /s/ Thomas A. Kelly                                   
|      |                |     | Thomas A. KellyVice President and Corporate Controller



Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated:

|SIGNATURE              | TITLE
|---------------------- | -----
|/s/ John W. Conway     |      
|John W. Conway         |      
|/s/ Alan W. Rutherford |      
|Alan W. Rutherford     |      
|DIRECTORS             
|/s/ Jenne K. Britell   |      
|Jenne K. Britell       |      
|/s/ Arnold W. Donald   |      
|Arnold W. Donald       |      
|/s/ Marie L. Garibaldi |      
|Marie L. Garibaldi     |      
|/s/ John B. Neff       |      
|John B. Neff           |      

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