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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, 2001                   
|[   ]      | 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                  
|                                                            | Common Stock Purchase Rights        |  | New York Stock Exchange                  
|                                                            | 7 1/8% Notes due 2002               |  | New York Stock Exchange                  
|                                                            | Guarantees of 6 3/4% Notes Due 2003 |  | New York Stock Exchange                  
|                                                            | Guarantees of 6 3/4% Notes Due 2003 |  | New York Stock Exchange                  
|                                                            | Guarantees of 7% Notes due 2006     |  | New York Stock Exchange                  
|                                                            | 7 3/8% Debentures Due 2026          |  | New York Stock Exchange                  
|                                                            | 7 1/2% Debentures Due 2096          |  | New York Stock Exchange                  

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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 12, 2002, 125,758,450 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 $993,491,755.

DOCUMENTS INCORPORATED BY REFERENCE

Notice of Annual Meeting and Proxy Statement dated March 22,
2002 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.

2001 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                     | 8 
|           |  |                                                                                         
|Item 6     |  | Selected Financial Data                                                                  | 9 
|           |  |                                                                                         
|Item 7     |  | Management's Discussion and Analysis of Financial Condition    and Results of Operations | 11
|           |  |                                                                                         
|Item 7A    |  | Quantitative and Qualitative Disclosures About Market Risk                               | 25
|           |  |                                                                                         
|Item 8     |  | Financial Statements, Supplementary Data and   Financial Statement Schedule              | 26
|           |  |                                                                                         
|Item 9     |  | Disagreements on Accounting and Financial Disclosure                                     | 59
|           |  |                                                                                         
|           |  | PART III                                                                                
|           |  |                                                                                         
|Item 10    |  | Directors and Executive Officers of the Registrant                                       | 60
|           |  |                                                                                         
|Item 11    |  | Executive Compensation                                                                   | 60
|           |  |                                                                                         
|Item 12    |  | Security Ownership of Certain Beneficial Owners and Management                           | 60
|           |  |                                                                                         
|Item 13    |  | Certain Relationships and Related Transactions                                           | 60
|           |  |                                                                                         
|           |  | PART IV                                                                                 
|           |  |                                                                                         
|Item 14    |  | Exhibits, Financial Statement Schedules and Reports on Form 8-K                          | 61
|           |  |                                                                                         
|SIGNATURES |  |                                                                                          | 66
|           |  |                                                                                         

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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 2001 were $7.2 billion with 60% of 2001 net sales derived from
operations outside the United States, of which approximately 69% of these
non-U.S. revenues were derived from operations in Europe. The Company currently
operates 208 plants, along with sales and service facilities in 45 countries and
employs approximately 33,000 people.

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 and other
products; metal and plastic packaging products for health and beauty care
applications including cosmetics and fragrances; metal specialty, promotional
and industrial packaging products; a wide variety of metal and plastic caps,
crowns, closures, dispensing systems; and canmaking equipment.

The Company has achieved a global presence through past
acquisitions 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.

Recent liquidity restrictions have resulted in the Company
pursuing certain strategies to meet its short-term and long-term obligations.
One of these strategies is the sale of assets. In January, 2002, the Company
sold its U.S. fragrance pumps business to Rexam PLC. In February, 2002, the
Company sold its 15% shareholding in Crown Nampak (Pty) Limited in South Africa
to Nampak Ltd. and agreed to sell certain other interests in Africa to Nampak
Ltd. Completion of the sale of the other African interests, which is expected in the
second quarter of 2002, is subject to the conclusion of satisfactory due
diligence and execution of a definitive agreement. Net proceeds from the
completed sales were used to repay a portion of short-term bank debt due in February,
2002. In March 2002, the Company announced its intention to sell its
pharmaceutical packaging business in Europe to a company backed by HSBC Private
Equity Limited. The contemplated transaction is, among other things, subject
to consultation with the relevant workers' representatives, regulatory
approval and execution of a definitive agreement.

Information about the Companys acquisitions, investments
and divestitures over the most recent three years appears in Part II within Item
8 of this Report on pages 37 and 38 under Note J 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. Four of these growth opportunities
are in the development of shaped beverage cans, the SuperEnd for beverage
cans, the next generation of easy-open steel food can ends, called EOLE III, and
advanced hot-fill technology for PET in juice applications.

The Company was founded in 1892 and is a Pennsylvania Corporation.

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Crown Cork &  Seal Company, Inc.

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
6 under Operating Segments, in Part II herein on pages 12 through 13
under Net Sales and pages 13 and 14 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 54 through 56 under Note X to the consolidated financial statements
entitled Segment Information, which information is incorporated
herein by reference.

DISTRIBUTION

As of December 31, 2001, the Companys products were
manufactured in 61 plants within the United States and 147 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 packaging
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. The Company strives to be 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 requirements
along with 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 1999 through 2001, no one
customer of the Company accounted for more than ten percent of the
Companys net sales. Each operating segment of the Company has major
customers and the loss of one or more of these major customers could have a
material adverse effect on an individual segment. Major customers include such
companies as Coca-Cola (Coke), Pepsi-Cola (Pepsi), Cott
Beverages, Cadbury Schweppes, Anheuser-Busch, Mars, Nestle, 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 $40 million in 2001, $41 million in 2000
and $52 million in 1999 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 2001 and 2000
was primarily the result of a fifteen-percent decline in headcount from 1999,
due primarily to the reorganization of worldwide research and
development functions.

MATERIALS

The Company continues to pursue strategies in an effort 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 2001 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 21 and 22 under the
caption Environmental Matters, which is incorporated herein by reference.

WORKING CAPITAL

During 2000, through
several downgrades in credit ratings 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 of working capital was then primarily
provided by the Companys multicurrency revolving credit facility. The
credit facility, as amended and restated, matures in 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 18
and 19 under the caption Liquidity and Capital Resources and within
Item 8 herein on pages 45 and 46 under Note S to the consolidated financial
statements, 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, 2001, the Company employed 33,046 people.
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 is a geographically diversified packaging
company, with significant operations in North America and Europe.

The Company believes that price, quality, customer service and
manufacturing overcapacity are the principal competitive factors affecting its
business. 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

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Crown Cork &  Seal Company, Inc.

facilities. These actions reflect the Companys continued commitment
to realign the manufacturing facilities within its operating segments with the intent to
maintain its competitive position within those markets. The Company believes that its
recent restructuring and capital investment programs have established a modern and efficient
asset base. The Company continually reviews its operations and frequently evaluates
strategic opportunities, such as, acquisitions, divestitures and joint ventures. Further
discussion of the Companys recent restructuring actions and
divestitures is contained in Part II hereof within Item 7, Managements
Discussion and Analysis of Financial Condition and Results of Operations on pages 15
and 16 under Provision for Restructuring and within Item 8 herein on pages 37
and 38 under Note J and on page 40 under Note M to the consolidated financial statements,
which 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 2001, consumption of
tinplate, aluminum and resin represented 23.1%, 22.6%, and 5.9%, 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. Supplier
consolidations and recent government regulations 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 2001, the Companys Americas segment had net sales of
$3.7 billion (approximately 51% of consolidated net sales) and operating income
of $69 million. Excluding the provisions for restructuring and asset
impairments, Americas operating income in 2001 was $107 million. Approximately
79% 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.

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 2001 decreased from 2000 due primarily to
lower selling prices in the North American 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.

Sales for food cans
and ends in 2001 decreased from 2000 due primarily to reduced volumes due to
soft market conditions in North America and the bankruptcy of a large food can
customer 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 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.

Plastic
products continue to represent an increasing portion of Americas segment dollar
sales. Typically, the Company identifies market opportunities by working
cooperatively with

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Crown Cork &  Seal Company, Inc.

customers and implementing related commercial 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, 2001, the Company operated 87 plants and
employed approximately 11,000 persons in the Americas.

EUROPE

The European segment had net sales of $3.2 billion (45% of
consolidated net sales) in 2001 and operating income of $48 million. Excluding
the provisions for restructuring and asset impairments, operating income was
$266 million. Net sales in the United Kingdom of $834 million and France of $657
million represented approximately 26% 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 2001 from 2000 due to lower
sales unit volumes, primarily in France, the United Kingdom and Germany and the
pass through of lower raw material costs, partially offset by volume gains in
Greece, Central and Eastern Europe and Africa.

At December 31, 2001, the Company operated 104 plants and
employed approximately 19,000 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 15 and 16 under Provision for Restructuring and within Item
8 of this Report on page 40 under Note M to the Consolidated Financial
Statements, which discussion is incorporated herein by reference.

ASIA PACIFIC

The Asia-Pacific segment had net sales of $321 million
(approximately 4% of consolidated net sales in 2001) and operating income,
before provision for asset impairments, of $27 million. 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 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 2001, three customers, combined, accounted for
approximately 23% of segment net sales.

At December 31, 2001, the Company operated 17 plants and
employed approximately 2,300 persons throughout the Asia-Pacific segment.

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Crown Cork &  Seal Company, Inc.

ITEM 2. PROPERTIES

As of December 31, 2001, Crown Cork & Seal Company, Inc. and
its worldwide-consolidated subsidiaries operated 208 manufacturing facilities.
Within the United States there are 61 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    |  | 61       |  |        |  |              |  | 61              |  | 22           | 
|Canada           |  | 11       |  |        |  |              |  | 11              | 
|Central America  |  | 8        |  |        |  |              |  | 8               |  | 3            | 
|South America    |  | 7        |  |        |  |              |  | 7               | 
|United Kingdom   |  |          |  | 20     |  |              |  | 20              |  | 2            | 
|France           |  |          |  | 20     |  |              |  | 20              |  | 9            | 
|Other Europe     |  |          |  | 55     |  |              |  | 55              |  | 12           | 
|Africa           |  |          |  | 6      |  |              |  | 6               |  | 1            | 
|Middle East      |  |          |  | 3      |  |              |  | 3               |  | 1            | 
|Asia-Pacific     |  |          |  |        |  | 17           |  | 17              |  | 11           | 
|                
|Worldwide Total  |  | 87       |  | 104    |  | 17           |  | 208             |  | 61           | 
|                

* Excluded are productive facilities in unconsolidated joint ventures
as well as service or support facilities. Also excluded are productive
facilities in announced and pending divestitures, including one plant in the
U.S., two plants in Europe and five plants in Africa.

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.

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.

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.

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Crown Cork &  Seal Company, Inc.

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 many 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.
Approximately ninety days after the stock purchase, this U. S. company sold its
insulation operations and was later merged into the Company.

Over the past four years, the Company has provided $594 million
to increase its accrual for probable and estimable costs related to asbestos. At
December 31, 2001, the accrual for asbestos was $347 million. This accrual 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 on pages 14 and 15 and
Environmental Matters on pages 21 and 22 and within Item 8 of this
Report on pages 38 and 39 under Note L 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 60, which table is incorporated herein
by reference.

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. During the fourth quarter of 2001, the Company voluntarily
withdrew its listing from the Paris Bourse due to consistently low trading
volumes. On March 12, 2002, there were 5,507 registered shareholders of the
Registrants common stock. The market price of the Registrant's common stock at December 31, 2001
is set forth in Item 8 of this
Report on page 57 under Quarterly Data (unaudited). The foregoing
information regarding the number of registered shareholders of common stock does
not include persons holding stock through clearinghouse systems. Details
regarding the Companys policy as to payment of cash dividends 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 page 22 of this Report, which
is incorporated herein by reference.

-8-

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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 asbestos                                       
|Provision for restructuring                                  
|Provision for asset impairments                              
|(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 a change in accounting                  
|% to net sales                                               
|Provision for income taxes                                   
|Minority interests, net of equity earnings                   
|                                                             
|Net income/(loss) before cumulative effect of a              
|change in accounting                                         
|% to net sales                                               
|Cumulative effect of a change in accounting (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                                                 
|Total debt (net of cash and cash equivalents)                
|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 a                      
|change in accounting                                         
|after cumulative effect of a                                 
|change in accounting                                         
|Diluted - before cumulative effect of a                      
|change in accounting                                         
|after cumulative effect of a                                 
|change in accounting                                         
|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 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 $266 in 1999, $268 in 1998 and $261 in 1997. For additional
information, see Note B to the consolidated financial statements.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | The
cumulative effect of a change in accounting resulted from the adoption by the Company of
SFAS No. 133 in 2001 and EITF 97-13 in 1997.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------

|(3) | Amounts
for 2001, 2000, 1999, 1998 and 1997 included after-tax adjustments for restructuring
charges, $46 or $.37 per basic and diluted share; $37 or $.29 per basic and diluted
share; ($5) or ($.04) per basic and diluted share; $127 or $1.02 per basic share and $.96
per diluted share and $43 or $.33 per basic share and $.31 per diluted share,
respectively. Net income/(loss) also included (i) a tax charge of $452 or $3.60 per basic
and diluted share in 2001, (ii) after-tax adjustments for asset impairments of $210 or
$1.67 per basic and diluted share in 2001 and $19 or $.15 per basic and diluted share in
2000, (iii) after-tax charges for asbestos, $51 or $.41 per basic and diluted share in
2001; $166 or $1.32 per basic and diluted share in 2000; $106 or $.87 per basic and $.82
per diluted share in 1999 and $78 or $.63 per basic share and $.59 per diluted share in
1998, (iv) an after-tax charge for a bad debt provision of $36 or $.28 per basic and
diluted share in 2000 and (v) after-tax adjustments for asset sales of $2 or $.02 per
basic and diluted share in 2001, ($1) or ($.01) per basic and diluted share in 2000, $10
or $.08 per basic and diluted share in 1999 and $28 or $.22 per basic and $.20 per
diluted share in 1997.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Excluding
the adjustments for restructuring, asbestos, asset impairments, tax adjustments, the
cumulative effect of a change in accounting and other items, the return on average
shareholders equity in 2001, 2000, 1999, 1998 and 1997 would have been (11.9)%,
3.2%, 9.8%, 9.2% and 10.4%, 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,
2001. 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 2001, 2000 and 1999 were impacted by charges for
asbestos, restructuring, asset impairments and deferred tax asset adjustments as
summarized below.

For asbestos, pre-tax charges of $51 ($51 after-tax or $.41 per
share), $255 ($166 after-tax or $1.32 per share) and $163 ($106 after-tax or
$.87 per share) were recorded in 2001, 2000 and 1999, respectively. Further
information concerning the provision for asbestos is included in Note L to the
consolidated financial statements and under Provision for Asbestos later in this
discussion.

For restructuring, pre-tax charges of $48 ($46 after-tax or $.37
per share) and $52 ($37 after-tax or $.29 per share), and a credit of $7 ($5
after-tax or $.04 per share) were recorded in 2001, 2000 and 1999, respectively.
Further information concerning the restructuring plans, including an analysis of
the restructuring accrual, is included in Note M to the consolidated financial
statements and under Provision for Restructuring later in this discussion.

For asset impairments, pre-tax charges of $215 ($210 after-tax
or $1.67 per share) and $26 ($19 after-tax or $.15 per share) were recorded in
2001 and 2000, respectively. Further information concerning the asset impairment
charges is included in Note N to the consolidated financial statements and under
Provision for Asset Impairments later in this discussion.

During 2001, the Company recorded a charge of $452 ($3.60 per
share) to fully reserve its pre-2001 U.S. deferred tax assets. Additionally, tax
benefits recognized on U.S. losses in the first three quarters of 2001 were
reversed in the fourth quarter. Further information concerning this charge is
included in Note W to the consolidated financial statements.

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.

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Crown Cork & Seal Company, Inc.

NET SALES

Net sales and cost of products sold for 1999 have been restated
to conform with EITF 00-10, adopted in the fourth quarter of 2000. This
reporting standard requires that freight and handling costs be reported as an
element of cost of products sold rather than, as previously reported, a
reduction of sales.

Net sales during 2001 were $7,187, a decrease of $102 or 1.4% versus 2000
net sales of $7,289. Net sales during 1999 were $7,998. Sales from U.S. operations
decreased 2.8% and 8.3% in 2001 and 2000, respectively. Non-U.S. sales decreased .4% and
9.3% in 2001 and 2000, respectively. U.S. sales accounted for 40.3% of consolidated net
sales in 2001, 40.9% in 2000 and 40.6% in 1999.

|             |           |  |                       |       |  |   |       |  |   |       |  |           |           |   |  |       |  
|------------ | --------- |  | --------------------- | ----- |  | - | ----- |  | - | ----- |  | --------- | --------- | - |  | ----- | -
|             | Net Sales |  | % Increase/(Decrease)
|             |           |  |                      
|DIVISION     |           |  |                       | 2001  |  |   | 2000  |  |   | 1999  |  | 2001/2000 | 2000/1999
|            
|Americas     |           |  | $                     | 3,666 |  | $ | 3,742 |  | $ | 3,962 |  |           | (2.0      | ) |  | (5.6  | )
|Europe       |           |  |                       | 3,200 |  |   | 3,239 |  |   | 3,703 |  |           | (1.2      | ) |  | (12.5 | )
|Asia-Pacific |           |  |                       | 321   |  |   | 308   |  |   | 333   |  |           | 4.2       |   |  | (7.5  | )
|Corporate    |           | 
|             |          
|             |           |  | $                     | 7,187 |  | $ | 7,289 |  | $ | 7,998 |  |           | (1.4      | ) |  | (8.9  | )
|             |          

The decrease in 2001 Americas Division net sales was due to (i)
lower selling prices for beverage cans and (ii) a 4.0% decrease in food can
volumes in North America due to generally lower market demand for food cans and
the bankruptcy of a large food can customer in 2000; partially offset by (i) a
2.6% increase in beverage can unit volumes and (ii) increased sales unit volumes
of PET beverage bottles, custom PET bottles and plastic beverage and specialty
closures.

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 protection 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. U.S. sales accounted for 78.6% of division net
sales in 2001, 79.7% in 2000 and 82.0% in 1999.

Excluding the unfavorable impact of foreign currency translation
of $112, European Division net sales increased $73 or 2.3% in 2001 over 2000.
The increase in net sales was primarily due to sales unit volume increases of
(i) beverage cans in Spain, (ii) food cans in Greece, Central and Eastern Europe
and Africa, (iii) PET preforms and bottles in the U.K. and (iv) health and
beauty care packaging and plastic closures across most operations. These volume
gains were partially offset by lower sales unit volumes of (i) food cans in
France and (ii) beverage cans in the Middle East. Selling prices for beverage
and food cans in the U.K. decreased due in part to the strength of sterling
versus the euro.

Excluding the unfavorable impact of foreign currency translation
of $398, European Division net sales in 2000 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

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Crown Cork & Seal Company, Inc.

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.

The increase in Asia-Pacific Division net sales in 2001 over
2000 was due to increased beverage can unit volume in Southeast Asia and food
can and plastic beverage closure volumes throughout the division, partially
offset by $14 of unfavorable currency translation.

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 unit volumes.

COST OF PRODUCTS SOLD

Cost of products sold for 2001, excluding depreciation and
amortization, was $6,063, an increase of 1.4% from $5,982 in 2000, which was
5.4% lower than 1999. The increase in 2001 was primarily due to increased sales
unit volumes across many product lines and unfavorable production variances as
the Company reduced inventories as part of its working capital reduction
initiative. 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 84.4% in
2001 as compared to 82.1% in 2000 and 79.1% in 1999. The increase as a
percentage to sales in 2001 was due to reduced selling prices across many
product lines and unfavorable production variances as the Company reduced
working capital levels. The increased percentage in 2000 was due to reduced
selling prices and the charge against receivables noted above.

SELLING AND ADMINISTRATIVE

Selling and administrative expense for 2001 was $310, a decrease
of 1.3% from the 2000 expense of $314, following a decrease of 9.8% from $348 in
1999. The decreases in 2001 and 2000 were due to lower headcount and the impact
of currency translation. The decrease in 2000 also included a reduction in net
research and development spending.

OPERATING INCOME

The Company views operating income as the principal measure of
performance before interest costs and other non-operating expenses. Operating
income, after provisions for asbestos, restructuring and asset impairments, was
$1, $165 and $646 in 2001, 2000 and 1999, respectively. Operating income, before
these provisions, was $315, $498 and $802 in 2001, 2000 and 1999, respectively.
As a percentage of net sales, operating income before these provisions was 4.4%
in 2001, 6.8% in 2000 and 10.0% in 1999.

An analysis of operating income by division, before provisions
for asbestos, restructuring and asset impairments (as described under
Introduction earlier in this discussion) follows:

|             |                  |  |                       |      |   |   |      |   |   |      |   |           |           |   |  |       |  
|------------ | ---------------- |  | --------------------- | ---- | - | - | ---- | - | - | ---- | - | --------- | --------- | - |  | ----- | -
|             | Operating Income |  | % Increase/(Decrease)
|             |                  |  |                      
|DIVISION     |                  |  |                       | 2001 |   |   | 2000 |   |   | 1999 |   | 2001/2000 | 2000/1999
|            
|Americas     |                  |  | $                     | 107  |   | $ | 214  |   | $ | 384  |   |           | (50.0     | ) |  | (44.3 | )
|Europe       |                  |  |                       | 266  |   |   | 342  |   |   | 456  |   |           | (22.2     | ) |  | (25.0 | )
|Asia-Pacific |                  |  |                       | 27   |   |   | 22   |   |   | 31   |   |           | 22.7      |   |  | (29.0 | )
|Corporate    |                  |  |                       | (85  | ) |   | (80  | ) |   | (69  | ) |           | (6.3      | ) |  | (15.9 | )
|             |                 
|             |                  |  | $                     | 315  |   | $ | 498  |   | $ | 802  |   |           | (36.7     | ) |  | (37.9 | )
|             |                 

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Crown Cork & Seal Company, Inc.

Operating income in the Americas Division was 2.9% of net sales
in 2001 versus 5.7% in 2000 and 9.7% in 1999. The decrease in 2001 operating
income and margin was due to (i) lower selling prices in the North American
beverage can market, (ii) reduced U.S. food can sales volumes, (iii) increased
pension expense due to lower return on pension plan assets and (iv) unfavorable
production variances related to lower production levels as the Company reduced
inventories as part of its working capital reduction initiative. The decrease
was partially offset by increased sales volumes division-wide of beverage cans,
PET bottles and plastic beverage and specialty closures. 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, (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. U.S. pension expense of $19 in 2001 is estimated to be an expense of
approximately $54 in 2002, primarily due to the lower value of pension plan
assets at December 31, 2001 versus the end of 2000.

European Division operating income was 8.3% of net sales in 2001
versus 10.6% in 2000 and 12.3% in 1999. The decrease in operating income for
2001 was due primarily to cost/price pressures across most operations and lower
food can sales unit volumes in France, partially offset by strong volume demand
for beverage cans in Spain, health and beauty care packaging throughout the
region and, to a lesser extent, PET preforms and bottles in the U.K. Recent cost
reduction programs, including announced restructuring actions, have contributed
to operating income. Excluding the negative exchange rate effect of $50, the
decrease in 2000 operating income and margins was 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 reduced selling
prices and operating income in United Kingdom operations. The Company believes
that selling price pressure, largely in the United Kingdom due to the strength
of the sterling against the euro, will continue in 2002. U.K. pension income is
expected to be approximately $30 in 2002 compared to $74 in 2001.

Operating income in the Asia-Pacific Division was 8.4% of net
sales in 2001 versus 7.1% in 2000 and 9.3% in 1999. The improvement in 2001 was
due to beverage can sales unit volume growth, particularly in Southeast Asia,
and higher sales unit volumes of food cans and plastic beverage closures
throughout the division. The decrease in 2000 operating income and margins was
primarily due to selling price decreases in China and Thailand. The Chinese
beverage can market continues to suffer from overcapacity.

PROVISION FOR ASBESTOS

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

Prior to 1998, the amounts paid to asbestos 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 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 recorded a charge of $125 in 1998 for
the uninsured portion of future claims.

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Crown Cork & Seal Company, Inc.

Each quarter, the Company continues to review and analyze its
claim experience, settlement trends, changes in the litigation environment and
other factors to determine the adequacy of its asbestos accrual. In 2000 and
again in 2001, the Company engaged an expert in the field of medical
demographics to perform an independent evaluation of the Companys
potential asbestos liability. Adjustments to the asbestos accrual are made based
on changes to the above-mentioned factors after consultation with the
Companys experts and legal counsel.

During 2001, 2000 and 1999, respectively, the Company (i)
received 53,000, 44,000 and 33,000 new claims, (ii) settled or dismissed 31,000,
40,000 and 58,000 claims and (iii) had 66,000, 44,000 and 40,000 claims
outstanding at the end of the respective years. The claims above exclude 32,000
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 on counsels advice, will not, in the aggregate, involve any material
liability. During 2001, one jurisdiction accounted for 25,000 claims received,
17,000 of which were settled for $4.

During 2001, 2000 and 1999, respectively, the Company (i)
recorded pre-tax charges of $51, $255 and $163 to increase its accrual, (ii)
made asbestos-related payments of $118, $94 and $50 and (iii) had outstanding
accruals of $347, $420 and $249 at the end of the respective years. The 2001
charge of $51 included an allowance of $6 for an insurance receivable.

In December 2001, the Commonwealth of Pennsylvania enacted
legislation that limits the asbestos-related liabilities of Pennsylvania
corporations that are successors by corporate merger to companies involved with
asbestos. The legislation limits the successors liability for asbestos to
the acquired companys asset value. To date, the Company has paid in excess
of $350 in settling claims, which exceeds the value of the acquired
companys assets. The Company has taken appropriate steps to integrate the
Pennsylvania legislation into its defense strategy with all claimants
nationwide.

Based on the updated report of the independent expert, the
Companys own review, and the view of counsel concerning the possible
effects of the new legislation described above, the Company estimates that its
probable and estimable asbestos liability for pending and future asbestos claims
will range between $347 and $580. The accrual balance of $347 at the end of 2001
includes $157 for committed settlements that will be paid over time. The Company
expects total cash payments for asbestos to be approximately $110 in 2002,
including $74 under committed settlements.

While it is not possible to predict the ultimate outcome of the
asbestos-related claims and settlements, 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 cautions, however, that these estimates for asbestos cases and
settlements are difficult to predict and may be influenced by many factors.
Accordingly, these matters, if resolved in a manner different from the estimate,
could have a material effect on the Companys financial position.

PROVISION FOR RESTRUCTURING

During 2001, the Company provided $48 ($46 after-tax or $.37 per
share) for costs associated with (i) the closure of six U.S. food can plants,
two European crown operations, a European food can plant and a European PET
bottle plant and (ii) severance related to downsizing three plants in Africa;
partially offset by a credit for reversal of severance charges recognized in
2000 for certain restructuring plans which the Company decided not to pursue.
Included in the net provision for 2001 were (i) $20 for severance and related
benefits, (ii) $20 for asset write-downs, (iii) $14 for lease termination and
other exit costs, and (iv) a credit of $6 for the reversal of severance. The
severance charge was associated with the termination of approximately 700
employees, 600 of whom were directly involved in manufacturing operations. The
Company anticipates that the restructuring actions will save $25 before tax on
an annual basis when fully implemented.

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Crown Cork & Seal Company, Inc.

During 2000, the Company provided $52 ($37 after-tax or $.29 per
share) for costs associated with overhead structure modifications in Europe, the
closure of three plants in the Americas division, and the loss on sale of a
South American operation to local management. This provision included (i) $42
for severance costs for approximately 1,000 employees, (ii) $5 for lease
termination and other exit costs, (iii) $1 for the write-down of assets and (iv)
$4 for the loss on sale.

During 1999, the Company recorded a net restructuring credit of
$7 ($5 after-tax or $.04 per share), reflecting (i) the reversal of severance
and other costs provided for in 1998 for the closing of a plant that the Company
did not close and (ii) charges related to a plant closure in Europe and the
reorganization of the Companys worldwide research and development
functions. The decision not to close the plant was based on a customers
decision to increase its purchases in that plants market.

The write-downs of assets were made under announced
restructuring plans, as the carrying values exceeded the Companys
estimated proceeds from abandonment or disposal. The sale of plant sites
typically requires more than one year to complete due to preparations for sale,
such as site cleanup and buyer identification, as well as market conditions and
the location of the properties.

PROVISION FOR ASSET IMPAIRMENTS

During 2001, the Company recorded non-cash asset impairment
charges of $215 ($210 after-tax or $1.67 per share) to write-down investments in
consolidated and non-consolidated affiliates, goodwill and PP&E. Of the
total impairment charge, $204 arose from the Companys divestitures of
certain interests in Africa, including $71 for the reclassification of
cumulative translation adjustments to earnings. For details of the divestitures,
see Note J to the consolidated financial statements. The remaining impairment
charge of $11 was due to the write-down of surplus equipment.

A charge of $26 ($19 after-tax or $ .15 per share) was recorded
in 2000 to write-off a minority interest in a machinery company and an
investment in Moldova due to uncertainty regarding the ultimate recovery of
these investments. The events that triggered the impairment review by the
Company were the Chapter 11 bankruptcy petition filed by the machinery company
and the politically unstable environment in Moldova.

GAIN/(LOSS) ON SALE OF ASSETS

During 2001, the Company sold various surplus properties and
other assets for a total of $28 and realized a net gain of $2. In 2000, the
Company sold various assets for a total of $28, realizing a net loss of $1. In
1999, the Company sold its composite can business for $44 in cash. Gains of $18
were realized from the sales of the composite can business and seventeen surplus
properties in 1999.

NET INTEREST EXPENSE

Interest expense, net of interest income, was $437 in 2001, an
increase of $64 or 17.2% compared to 2000 net interest expense of $373. Net
interest expense in 1999 was $342. The increase in 2001 was primarily 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 increase in 2000 was primarily due to higher interest rates, partially
offset by a decrease of approximately $11 due to foreign currency translation.
The tightening bank credit environment and concern over the Companys
asbestos exposure and operating results contributed to downgrades in the
Companys credit ratings during 2001 and 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. Further information about
the credit facility and term loan are summarized in the Liquidity and Capital
Resources section of this discussion and in Notes R and S to the consolidated
financial statements.

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Crown Cork & Seal Company, Inc.

FOREIGN EXCHANGE

Unfavorable foreign exchange adjustments of $10, $8 and $13 were
recorded in 2001, 2000 and 1999, respectively, primarily from the remeasurement
of the Companys non-U.S. subsidiaries with a U.S. dollar functional
currency, including Brazil, Turkey and Argentina. The Company remains exposed to
deteriorating economic conditions in Argentina. At December 31, 2001, the
Companys investment in its Argentine affiliates was $61.

TAXES ON INCOME

Excluding the tax valuation allowance adjustment of $452 to
fully reserve for prior period U.S. deferred tax assets, the effective rate on
income or loss was (17.1%) in 2001 compared to 26.7% in 2000 and 34.0% in 1999.
The change in the adjusted effective rate for 2001 was primarily due to no tax
benefit being taken in 2001 on either the U.S. losses or the African asset
impairment loss. The decrease in the 2000 effective rate was due to
non-deductible goodwill amortization. Benefits recorded in 2000 for the
reduction of reserves for tax contingencies were offset by a net charge for
valuation allowance adjustments. A reconciliation of the U.S. federal statutory
rate to the Companys effective rate is presented in Note W to the
consolidated financial statements.

MINORITY INTERESTS, NET OF EQUITY EARNINGS

Minority interests share of net income was $10, $18 and
$23 in 2001, 2000 and 1999, respectively. The decrease in 2001 was due to (i)
losses in the Companys beverage can operations in Vietnam and PET
operations in Hungary and Turkey, (ii) the purchase of the minority shares in
CarnaudMetalbox Asia Limited during the second quarter of 2000 and (iii) lower
profits in Morocco; partially offset by improved results in Brazil. The decrease
in 2000 was due to (i) decreased operating income in the Companys Chinese
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.

Equity in earnings of affiliates was $6, $3 and $0 in 2001, 2000
and 1999, respectively. The increases in 2001 and 2000 were due to continued
improvement in the Companys joint venture operations in the Middle East
and South America.

NET INCOME AND EARNINGS PER SHARE

Net loss was $972 for the year ended December 31, 2001, an
increase of $796 from the loss for the same period in 2000. Loss per share was
$7.74 for the year ended December 31, 2001, an increase of $6.34 from the loss
per share of $1.40 for 2000. The increased losses were primarily due to (i) an
increase in the tax valuation allowance to fully reserve for net U.S. deferred
tax assets recognized in prior periods, (ii) lower operating income in the
Americas and Europe, (iii) tax benefits not taken on 2001 U.S. operating losses,
(iv) provisions for asset impairments related to the sale of certain African
subsidiaries, and (v) higher interest expense; partially offset by a lower
provision for asbestos.

The net loss of $176 in 2000 was a decrease of $342 from net
income of $166 in 1999. Net loss per share of $1.40 was a decrease of $2.76 from
earnings per share of $1.36 in 1999. The decrease in earnings from 1999 was due
primarily to (i) lower divisional operating income, (ii) higher charges for
asbestos and restructuring, (iii) a bad debt provision in 2000 for a food can
customer in Chapter 11 proceedings and (iv) higher interest expense, partially
offset by the reduction in the preference dividend as the outstanding
acquisition preferred stock was converted into common stock in 2000.

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Crown Cork & Seal Company, Inc.

FINANCIAL POSITION

LIQUIDITY AND CAPITAL RESOURCES

Cash and cash equivalents were $456 at December 31, 2001
compared to $382 and $267 at December 31, 2000 and 1999, respectively. The
Companys primary source of cash for 2001 consisted of funds provided from
operations of $310. The increase in funds provided from operations in 2001
versus $270 in 2000 was the result of the Companys working capital
reduction initiative.

The Companys primary uses of cash in 2001 consisted of
capital expenditures of $168, asbestos-related payments of $118 and payments of
long-term debt of $77. The Company cannot access the commercial paper market due
to downgrades in its credit rating and, as a result, the Company funds its
operations through its $2,500 multicurrency credit facility. As of December 31,
2001, the corporate credit rating from Standard and Poors is B with
a negative outlook and the senior unsecured rating from Moodys is Ca.

On March 2, 2001, the Company amended and restated its $2,500
multicurrency revolving credit facility and obtained a $400 term loan. The
amended and restated credit facility bears interest at LIBOR plus 2.5% and the
maturity date was extended to December 8, 2003. The term loan bears interest at
LIBOR plus 3.5% and had an original maturity date of February 4, 2002. On
January 30, 2002, $225 of the term loan was extended to August 4, 2002, and the
remaining $175 was subsequently repaid on its original due date. The $225 was
further reduced to $201 during the first quarter of 2002 using asset sale
proceeds as discussed in Note R to the consolidated financial statements. The
extended portion of the term loan bears interest at LIBOR plus 4.5%. In
connection with the credit facility and term loan, the Company has pledged as
collateral the stock of certain subsidiaries and substantially all of the assets
of the borrowing companies and the Companys U.S. subsidiaries. Excluded
are 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 repayment of
notes, debentures and private placements, (iii) restrictions on the assumption of
indebtedness and payment of dividends and (iv) restrictions on the use of
proceeds from asset sales. Any credit facility or term loan repayments made
using proceeds from the sale of assets will permanently reduce the funds
available under the agreements.

In August, 1999, the Company sold $350 of public debt securities
utilizing the remaining available on its November 26, 1996 shelf registration.
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.

In December, 1999, the Company sold Euro 300 6% Senior Notes
through its wholly owned finance subsidiary, Crown Cork & Seal Finance S.A.
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.

The Company is highly leveraged. The ratio of total debt (net of
cash and cash equivalents) to total capitalization was 82.9%, 68.3% and 60.3% at
December 31, 2001, 2000 and 1999, 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 ratio of total debt
to total capitalization is due to the reduction in shareholders equity
caused primarily by the net loss and the minimum pension liability adjustment.
Contractual obligations as of December 31, 2001 are summarized in the table
below.

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Crown Cork & Seal Company, Inc.

|                  |  | Payments Due by Period |  
|----------------- |  | ---------------------- | -
|                  |  |                       
|                  |  | 2002                   |  
|                  |  |                        |  
|Short-term debt   |  |                        | $
|Long-term debt    |  |                        |  
|Operating leases  |  |                        |  
|                  |  |                        |  
|Total contractual |  |                       
|cash obligations  |  |                        | $
|                  |  |                        |  

In 2002 the Company expects that a significant portion of its
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 $75 in 2002 and expects to make asbestos-related
payments of approximately $110. Based upon projections currently available the
Company believes it can pay its obligations due in 2002 through net cash
generated from operating activities and cash on hand.

In order to meet its short-term and long-term obligations,
improve its financial position and enhance its ability to refinance or extend
the maturity of the bank debt due in December 2003, the Company is reviewing
various strategies. Such strategies include generating additional cash from
operations, increasing its asset securitizations, disposing of selected assets
and restructuring the terms of the Companys debt, including the possible
extension of maturities and principal reduction. Repayment of its scheduled
obligations in 2003 will be dependent upon the implementation of one or more of
the strategies mentioned above. As a result of the downgrades in the
Companys credit ratings during 2000 and 2001 and the uncertainties
regarding its asbestos-related liabilities, the Companys ability to obtain
new financing has been restricted and there can be no assurance that the Company
will be able to access the capital markets in the future, successfully repay,
refinance or restructure its debt or complete asset sales on a timely basis or
on favorable terms.

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 manages these risks through a program that includes
the use of derivative financial instruments, primarily swaps and forwards, which
involve little complexity and are not used for trading or speculative purposes.
The Companys objective in managing its exposure to market risk is to limit
the impact on earnings and cash flow. The Company diversifies the counterparties
used and monitors the concentration of risk to limit its counterparty exposure.

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 transactions and significant foreign currency net asset
exposures. The Company manages foreign currency exposures at the operating unit
level. Exposures that cannot be naturally offset within an operating unit are
hedged with derivative financial instruments. 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, 2001 effectively
convert U.S. dollar-denominated debt into local currency debt for both interest
and principal.

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Crown Cork & Seal Company, Inc.

The table below provides information in U.S. dollars as of
December 31, 2001 about the Companys forward currency exchange contracts.
The majority of the contracts expire in 2002.

|Buy/Sell                       | ContractAmount |  | Average ContractualExchange Rate
|------------------------------ | -------------- |  | --------------------------------
|                               |                |  |                                 
|U.S. dollars/Canadian dollars  |                |  | $                               
|U.S. dollars/Euro              |                |  |                                 
|Singapore dollars/U.S. dollars |                |  |                                 
|Euros/Swiss Francs             |                |  |                                 
|Sterling/Polish Zloty          |                |  |                                 
|U.S. dollars/Thai Baht         |                |  |                                 
|U.S. dollars/Sterling          |                |  |                                 
|U.S. dollars/Singapore dollars |                |  |                                 
|Sterling/U.S. dollars          |                |  |                                 
|                               |                |  |                                 
|                               |                |  | $                               
|                               |                |  |                                 

The Company has an additional $24 in a number of smaller
contracts to purchase or sell various other currencies, principally European, as
of December 31, 2001.

The notional value of $251 for contracts outstanding at December
31, 2001 decreased by $1,115 from the value at December 31, 2000 of $1,366. The
reduction was due to the settlement in 2001 of two contracts with a combined
notional value of approximately $650 and the impact of recent downgrades of the
Companys corporate credit ratings which has limited the Companys
ability to enter into these contracts to the extent that it has in the past.

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. At December 31, 2001, 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 (sterling 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 Company 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, 2001. Debt
converted to fixed or variable rate debt by cross-currency swaps has been
included within the appropriate debt classification.

|                      | 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, 2000, debt outstanding included fixed rate debt
of $2,537 with an average interest rate of 7.5%, and variable rate debt of
$2,812 with an average interest rate of 7.1%.

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Crown Cork & Seal Company, Inc.

The Companys basic raw materials, primarily aluminum,
tinplate and resins, are subject to significant price fluctuations which may be
hedged by the Company through forward commodity contracts. Any gains or losses
realized from the use of these contracts are included in inventory to the extent
that they are designated and effective as hedges of the anticipated purchases.
The maturities of the commodity contracts closely correlate to the anticipated
purchases of those commodities. These contracts are used in combination with
commercial supply contracts with customers and suppliers to minimize exposure to
price volatility.

The Companys use of financial instruments in managing
market risk exposures described above is consistent with the prior year. Further
information on Company financing is presented in Notes R, S and T to the
consolidated financial statements.

CAPITAL EXPENDITURES

Consolidated capital expenditures were $168 in 2001 compared to
$262 in 2000. Minority partner contributions to consolidated capital
expenditures were $3 in 2001 and $4 in 2000.

Expenditures in the Americas Division were $75 in 2001,
including spending for advanced easy-open steel food can end capacity,
additional SuperEnd beverage can end capacity, two-piece steel food can
manufacturing lines in Canada and PET bottle projects in the U.S.

Spending in the European Division of $82 included initial
expenditures for the construction of a new beverage can plant in Spain,
expansion of can shaping capacity in the U.K. and increased plastic closure
capacity in Western Europe.

The Company expects its capital expenditures in 2002 to be below
$100, which the Company believes is sufficient to maintain its operations at
their current levels of capacity and efficiency. At December 31, 2001, the
Company had $21 of capital commitments.

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 $4, $2 and $3 in 2001, 2000 and 1999, respectively. The Companys
balance sheet reflects estimated gross remediation liabilities of $18 and $21 at
December 31,

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Crown Cork & Seal Company, Inc.

2001 and 2000, respectively, and probable recoveries related to
indemnification from the sellers of acquired companies and the Companys insurance
carriers of $2 and $5 at December 31, 2001 and 2000, 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 or the sometimes lengthy time periods
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 $804 at December 31, 2001 compared
to $2,109 and $2,891 at December 31, 2000 and 1999, respectively. The decrease
in 2001 equity was primarily due to the net loss for the year of $972, net
currency translation losses in non-U.S. operations of $60 and a $273 adjustment
to the minimum pension liability.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 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 credit agreement, however, prohibits the repurchase of
common stock except to meet the requirements for the Companys stock-based
compensation and savings plans. The Company acquired 20,695 shares, 3,165,528
shares and 1,256,700 shares of common stock for less than $1, $49 and $29 in
2001, 2000 and 1999, respectively. The Company also acquired 50,000 shares of
acquisition preferred stock for $1 during 1999.

The Company declared cash dividends on common stock of $125 in
2000 and $122 in 1999. The Company paid no dividends in 2001. The Companys
credit agreement prohibits the payment of dividends.

At December 31, 2001, common shareholders of record numbered
5,552 compared with 5,528 at the end of 2000. Total common shares outstanding
were 125,702,056 at December 31, 2001 compared to 125,621,648 at December 31,
2000. In February 2000, all outstanding shares of acquisition preferred stock
were converted into approximately 7.6 million shares of common stock.

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 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.

During the fourth quarter of 2001, the Company voluntarily
withdrew its listing from the Paris Bourse due to consistently low trading
volumes.

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Crown Cork & Seal Company, Inc.

INFLATION

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

CRITICAL ACCOUNTING POLICIES

The accompanying consolidated financial statements have been
prepared in accordance with accounting principles generally accepted in the
United States which require that management make numerous estimates and
assumptions. Actual results could differ from those estimates and assumptions,
impacting the reported results of operations and financial position of the
Company. The Companys significant accounting policies are more fully
described in Note A to the consolidated financial statements. Certain accounting
policies, however, are considered to be critical in that (i) they are most
important to the depiction of the Companys financial condition and results
of operations and (ii) their application requires managements most
subjective judgment in making estimates about the effect of matters that are
inherently uncertain.

The Companys potential liability for asbestos cases is
highly uncertain due to the difficulty of forecasting many factors, including
the level of future claims, the rate of receipt of claims, the jurisdiction in
which claims are filed, the terms of settlements of other defendants with
asbestos-related liabilities, the bankruptcy filings of other defendants (which
may result in additional claims and higher settlement demands for non-bankrupt
defendants), and the effect of the new Pennsylvania asbestos legislation
(including its validity and applicability to non-Pennsylvania jurisdictions,
where the substantial majority of the Companys asbestos cases are filed).
As additional experience is gained regarding claims or other new information
becomes available regarding the potential liability, the Company will reassess
the potential liability and revise its estimates as appropriate.

If facts and circumstances indicate goodwill may be impaired,
the Company performs a recoverability evaluation. The Companys policy is
to compare undiscounted estimated future cash flows to the carrying amount to
determine if the carrying amount is not recoverable and a write-down to fair
value is required. The Companys estimate of future cash flows is based on
assumptions about a number of factors, including future operating performance,
economic conditions, and technological changes, and may differ from actual
future cash flows. Also, the evaluation of whether goodwill is recoverable using
a discounted future cash flow model may differ from the evaluation using
undiscounted future cash flows under the Companys existing accounting
policy.

The Company records a valuation allowance to reduce its deferred
tax assets to the amount that is more likely than not to be realized in the
future. The estimate of the amount that is more likely than not to be realized
requires the use of assumptions concerning the Companys future income.
Actual results may differ from those estimates. Should the Company change its
estimate of the amount of its deferred tax assets that it would be able to
realize, an adjustment to the valuation allowance would result in an increase or
decrease in net income in the period such a change in estimate was made.

Accounting for pensions and postretirement benefit plans
requires the use of estimates and assumptions regarding numerous factors,
including discount rate, rate of return on plan assets, compensation increases,
health care cost increases, mortality and employee turnover. Actual results may
differ from the Companys actuarial assumptions, which may have an impact
on the amount of reported expense or liability for pensions or postretirement
benefits.

RECENT ACCOUNTING PRONOUNCEMENTS

In August 2001, the FASB issued SFAS 144,Accounting for
the Impairment or Disposal of Long-Lived Assets. SFAS 144 supersedes SFAS
121,Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed of. The standard replaces the accounting and
reporting provisions of APB

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Crown Cork & Seal Company, Inc.

Opinion No. 30, Reporting the Results of Operations - Reporting the
Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and
Infrequently Occurring Events and Transactions, for the disposal of a segment of a
business. The standard establishes a single accounting model based on the framework
established in SFAS 121 for long-lived assets to be disposed of by sale, requires that
long-lived assets classified as held for sale be presented separately in the Consolidated
Balance Sheet and eliminates the requirement to allocate goodwill to long-lived assets to
be tested for impairment. This standard became effective January 1, 2002, concurrent with
SFAS 142. Management is currently assessing the provisions of SFAS 144 and its potential
impact on the Companys consolidated results of operations and financial position.

In June 2001, the FASB issued SFAS 143,Accounting for
Asset Retirement Obligations. This standard establishes accounting
guidelines for the recognition and measurement of tangible long-lived asset
retirement obligations and their associated asset retirement costs. The standard
is effective January 1, 2003. Management is currently assessing the details of
the standard.

Additionally, in June 2001, the FASB issued SFAS
141,Business Combinations, and SFAS 142,Goodwill and Other
Intangible Assets. SFAS 141 supersedes APB Opinion No. 16, Business
Combinations. This standard, which was effective July 1, 2001, modifies
the method of accounting for business combinations entered into after June 30,
2001 and defines new accounting guidelines for intangible assets. All business
combinations entered into after June 30, 2001 are accounted for using the
purchase method.

The Company adopted SFAS 142 on January 1, 2002. SFAS 142
requires that goodwill no longer be amortized, but instead be tested for
impairment, at least annually, in accordance with the new impairment testing
guidelines outlined in the standard. Goodwill amortization expense was $113 or
$.90 per share in 2001, $116 or $.92 per share in 2000 and $123 or $1.01 per
share in 1999. The unamortized value of goodwill at December 31, 2001 was
$3,625. Preliminary results indicate that a transitional impairment charge will
be required upon adoption of the new standard. The transitional goodwill
impairment charge will be reported in the 2002 financial statements as the
cumulative effect of a change in accounting. The Company has hired an appraisal
firm to assist in the measurement of the impairment loss.

FORWARD LOOKING STATEMENTS

Statements included herein in Managements Discussion
and Analysis of Financial Condition and Results of Operations, and in the
discussions of the provision for asbestos in Note 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
plans or objectives for future operations, products or economic performance,
(ii) the Companys indebtedness, (iii) the impact of an economic downturn
or growth in particular regions, (iv) anticipated uses of cash, (v) cost
reduction efforts and expected savings and (vi) the expected outcome of
contingencies, including with respect to asbestos-related litigation.

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 repay, refinance or
restructure its short and long-term indebtedness on adequate terms and to comply
with the terms of its agreements relating

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Crown Cork & Seal Company, Inc.

to debt; the Companys ability to obtain and maintain adequate
pricing for its products, including the impact on the Companys revenue, margins and
market share; the impact of the Companys recent initiative to generate additional
cash, including the reduction of working capital levels and capital spending; the ability
of the Company to realize cost savings from its restructuring programs; changes in the
availability and pricing of raw materials (including aluminum can sheet, 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 vendors and customers; the Companys
ability to generate significant cash to meet its obligations and 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, industry overcapacity, or changes in
competitors pricing for products; changes in governmental regulations or enforcement
practices, including 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; energy costs; 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, the adequacy of
reserves established for asbestos-related liabilities and the impact of the recent
Pennsylvania corporate legislation dealing with asbestos liabilities discussed herein);
the effects of the euro conversion; labor relations and workforce and social costs,
including the Companys pension obligations and other employee or retiree 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
Securities and Exchange Commission (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 19 through 21 within Item 7,
Managements Discussion and Analysis of Financial Condition and
Results of Operations under Market Risk is incorporated herein
by reference.

-25-

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Crown Cork & Seal Company, Inc.

ITEM 8.   FINANCIAL STATEMENTS, SUPPLEMENTARY DATA AND FINANCIAL STATEMENT SCHEDULE

INDEX TO FINANCIAL STATEMENTS

|Financial Statements                                         |   
|------------------------------------------------------------ | --
|Report of Independent Accountants                            | 27
|Consolidated Statements of Operations                        | 28
|Consolidated Balance Sheets                                  | 29
|Consolidated Statements of Cash Flows                        | 30
|Consolidated Statements of Shareholders' Equity              | 31
|Notes to Consolidated Financial Statements                   | 32
|Supplementary Information                                    | 57
|Financial Statement Schedule                                 |   
|Schedule II - Valuation and Qualifying Accounts and Reserves | 59

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Crown Cork & Seal Company, Inc.

Report of Independent Accountants

To the Board of Directors and Shareholders 
of 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, 2001 and 2000,
and the results of their operations and cash flows for each of the three
years in the period ended December 31, 2001, in conformity with accounting
principles generally accepted in the United States of America. In addition, in
our opinion, the financial statement schedule listed in the accompanying index
presents fairly, in all material respects, the information set forth therein when
read in conjunction with the related consolidated financial statements. These
financial statements and financial statement schedule are the responsibility of
the Company's management; our responsibility is to express an opinion on these
financial statements and financial statement schedule 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 our audits provide a reasonable basis for our opinion.

The Company is highly leveraged and has substantial debt and other cash
obligations due principally in 2003. Management's strategies to satisfy these
liquidity requirements are discussed in Note S.

PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
March 15, 2002

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Crown Cork & Seal Company, Inc.

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

|                                                                                                |  |      |    |       |      |      |       |      |   |       |  
|----------------------------------------------------------------------------------------------- |  | ---- | -- | ----- | ---- | ---- | ----- | ---- | - | ----- | -
|                                                                                               
|                                                                                                |  | 2001 |    | 2000  |      | 1999 |      
|                                                                                               
|Net sales                                                                                       |  |      | $  | 7,187 |      | $    | 7,289 |      | $ | 7,998 |  
|                                                                                                |  |      |    |       |      |     
|Costs, expenses and other income                                                                |  |     
|Cost of products sold (excluding                                                                |  |     
|depreciation and amortization)                                                                  |  |      |    | 6,063 |      |      | 5,982 |      |   | 6,326 |  
|Depreciation                                                                                    |  |      |    | 382   |      |      | 375   |      |   | 395   |  
|Amortization                                                                                    |  |      |    | 117   |      |      | 120   |      |   | 127   |  
|Selling and administrative expense                                                              |  |      |    | 310   |      |      | 314   |      |   | 348   |  
|Provision for asbestos. .Note L                                                                 |  |      |    | 51    |      |      | 255   |      |   | 163   |  
|Provision for restructuring. . Note M                                                           |  |      |    | 48    |      |      | 52    |      |   | (7    | )
|Provision for asset impairments. .Note N                                                        |  |      |    | 215   |      |      | 26    |     
|(Gain)/loss on sale of assets                                                                   |  |      |    | (2    | )    |      | 1     |      |   | (18   | )
|Interest expense                                                                                |  |      |    | 455   |      |      | 393   |      |   | 367   |  
|Interest income                                                                                 |  |      |    | (18   | )    |      | (20   | )    |   | (25   | )
|Translation and exchange adjustments                                                            |  |      |    | 10    |      |      | 8     |      |   | 13    |  
|                                                                                                |  |      |    |       |      |     
|                                                                                                |  |      |    | 7,631 |      |      | 7,506 |      |   | 7,689 |  
|                                                                                                |  |      |    |       |      |     
|Income/(loss) before income taxes and cumulative                                                |  |     
|effect of a change in accounting                                                                |  |      |    | (444  | )    |      | (217  | )    |   | 309   |  
|Provision/(benefit) for income taxes . . Note W                                                 |  |      |    | 528   |      |      | (58   | )    |   | 105   |  
|                                                                                                |  |      |    |       |      |     
|Income/(loss) from operations before cumulative   effect of a change in accounting and minority |  |     
|interests                                                                                       |  |      |    | (972  | )    |      | (159  | )    |   | 204   |  
|Minority interests, net of equity earnings                                                      |  |      |    | (4    | )    |      | (15   | )    |   | (23   | )
|Cumulative effect of a change in accounting, net of                                             |  |     
|tax. .Note B                                                                                    |  |      |    | 4     |     
|                                                                                                |  |      |    |       |      |     
|Net income/(loss)                                                                               |  |      |    | (972  | )    |      | (174  | )    |   | 181   |  
|Preferred stock dividends                                                                       |  |      |    |       | 2    |      |       | 15   |  
|                                                                                                |  |      |    |       |      |     
|Net income/(loss) available to common shareholders                                              |  |      | ($ | 972   | )    | ($   | 176   | )    | $ | 166   |  
|                                                                                                |  |      |    |       |      |     
|                                                                                               
|                                                                                               
|                                                                                               
|Per common share data:                                                                          |  |     
|                                                                                               
|Earnings (loss) Note U                                                                          |  |     
|Basic and diluted - before cumulative effect of a                                               |  |     
|change in accounting                                                                            |  |      | ($ | 7.77  | )    | ($   | 1.40  | )    | $ | 1.36  |  
|                                                                                                |  |      |    |       |      |     
|                                                                                               
|Basic and diluted - after cumulative effect of a                                                |  |     
|change in accounting                                                                            |  |      | ($ | 7.74  | )    | ($   | 1.40  | )    | $ | 1.36  |  
|                                                                                                |  |      |    |       |      |     
|                                                                                               
|Dividends                                                                                       |  |      |    | $     | 1.00 |      | $     | 1.00 |  
|                                                                                                |  |      |    |       |     
|                                                                                               
|                                                                                               

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                                                       |  | 2001 |   | 2000   |    
|                                                                 
|Assets                                                            |  |      |   |        |     |   |        |  
|Current assets                                                    |  |     
|Cash and cash equivalents                                         |  |      | $ | 456    |     | $ | 382    |  
|Receivables . . Note D                                            |  |      |   | 996    |     |   | 1,153  |  
|Inventories . . Note E                                            |  |      |   | 862    |     |   | 1,288  |  
|Prepaid expenses and other current assets                         |  |      |   | 108    |     |   | 90     |  
|                                                                  |  |      |   |       
|Total current assets                                              |  |      |   | 2,422  |     |   | 2,913  |  
|                                                                  |  |      |   |       
|Long-term notes and receivables                                   |  |      |   | 18     |     |   | 25     |  
|Investments                                                       |  |      |   | 99     |     |   | 142    |  
|Goodwill, net of amortization                                     |  |      |   | 3,625  |     |   | 3,920  |  
|Property, plant and equipment, net . . Note F                     |  |      |   | 2,618  |     |   | 2,969  |  
|Other non-current assets. .Note G                                 |  |      |   | 838    |     |   | 1,190  |  
|                                                                  |  |      |   |       
|Total                                                             |  |      | $ | 9,620  |     | $ | 11,159 |  
|                                                                  |  |      |   |       
|                                                                 
|Liabilities & Shareholders' Equity                                |  |     
|Current liabilities                                               |  |     
|Short-term debt . . Note R                                        |  |      | $ | 464    |     | $ | 232    |  
|Current maturities of long-term debt . . Note R                   |  |      |   | 381    |     |   | 68     |  
|Accounts payable and accrued liabilities . . Note H               |  |      |   | 1,593  |     |   | 1,903  |  
|Income taxes                                                      |  |      |   | 68     |     |   | 58     |  
|                                                                  |  |      |   |       
|Total current liabilities                                         |  |      |   | 2,506  |     |   | 2,261  |  
|                                                                  |  |      |   |       
|                                                                 
|Long-term debt, excluding current maturities . . Note R           |  |      |   | 4,475  |     |   | 5,049  |  
|Other non-current liabilities . . Note I                          |  |      |   | 760    |     |   | 814    |  
|Postretirement and pension liabilities . . Note V                 |  |      |   | 874    |     |   | 731    |  
|Minority interests                                                |  |      |   | 201    |     |   | 195    |  
|Commitments and contingent liabilities . . Notes K and L          |  |     
|                                                                 
|Shareholders' equity                                              |  |     
|Preferred stock, 4.5% cumulative convertible,                     |  |     
|par value: $41.8875; none outstanding, none authorized. .Note P   |  |     
|Additional preferred stock, authorized: 30,000,000;               |  |     
|none issued . .Note P                                             |  |     
|Common Stock, par value: $5.00; authorized: 500,000,000 . .Note P |  |     
|2001 - issued 155,968,854                                         |  |      |   | 780    |    
|2000 - issued 155,968,854                                         |  |      |   |        | 780 |  
|Additional paid-in capital                                        |  |      |   | 1,600  |     |   | 1,596  |  
|Retained earnings                                                 |  |      |   | 22     |     |   | 994    |  
|Accumulated other comprehensive loss . . Note C                   |  |      |   | (1,447 | )   |   | (1,110 | )
|Treasury stock (2001 - 30,266,798 shares; 2000 -                  |  |     
|30,347,206 shares)                                                |  |      |   | (151   | )   |   | (151   | )
|                                                                  |  |      |   |       
|Total shareholders' equity                                        |  |      |   | 804    |     |   | 2,109  |  
|                                                                  |  |      |   |       
|Total                                                             |  |      | $ | 9,620  |     | $ | 11,159 |  
|                                                                  |  |      |   |       
|                                                                 
|                                                                 

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)

|                                                    |  |      |    |      |      |      |      |      |   |      |  
|--------------------------------------------------- |  | ---- | -- | ---- | ---- | ---- | ---- | ---- | - | ---- | -
|                                                   
|                                                    |  | 2001 |    | 2000 |      | 1999 |     
|                                                   
|Cash flows from operating activities                |  |      |    |      |      |      |      |      |   |      |  
|Net income/(loss)                                   |  |      | ($ | 972  | )    | ($   | 174  | )    | $ | 181  |  
|Adjustments to reconcile net income/(loss) to       |  |     
|net cash provided by operating activities:          |  |     
|Depreciation and amortization                       |  |      |    | 499  |      |      | 495  |      |   | 522  |  
|Cumulative effect of a change in accounting         |  |      |    | (4   | )    |      |      |     
|Provision for asbestos                              |  |      |    | 51   |      |      | 166  |      |   | 106  |  
|Asbestos-related payments                           |  |      |    | (118 | )    |      | (94  | )    |   | (50  | )
|Provision for restructuring                         |  |      |    | 46   |      |      | 37   |      |   | (5   | )
|Provision for asset impairments                     |  |      |    | 210  |      |      | 19   |     
|(Gain)/loss on sale of assets                       |  |      |    | (2   | )    |      | 1    |      |   | (10  | )
|Deferred income taxes                               |  |      |    | 482  |      |      | 11   |      |   | 86   |  
|Changes in assets and liabilities, net of           |  |     
|businesses acquired:                                |  |     
|Receivables                                         |  |      |    | 110  |      |      | (110 | )    |   | 71   |  
|Inventories                                         |  |      |    | 377  |      |      | (26  | )    |   | 28   |  
|Accounts payable and accrued liabilities            |  |      |    | (221 | )    |      | (33  | )    |   | (43  | )
|Other, net                                          |  |      |    | (148 | )    |      | (22  | )    |   | (59  | )
|                                                    |  |      |    |      |      |     
|Net cash provided by operating activities           |  |      |    | 310  |      |      | 270  |      |   | 827  |  
|                                                    |  |      |    |      |      |     
|                                                   
|Cash flows from investing activities                |  |     
|Capital expenditures                                |  |      |    | (168 | )    |      | (262 | )    |   | (280 | )
|Acquisition of businesses, net of cash acquired     |  |      |    |      | (11  | )    |      | (49  | )
|Proceeds from sale of property, plant and equipment |  |      |    | 28   |      |      | 28   |      |   | 91   |  
|Proceeds from sale of businesses                    |  |      |    |      |      | 44   |     
|Other, net                                          |  |      |    | (23  | )    |      | (3   | )    |   | (3   | )
|                                                    |  |      |    |      |      |     
|Net cash used for investing activities              |  |      |    | (163 | )    |      | (248 | )    |   | (197 | )
|                                                    |  |      |    |      |      |     
|                                                   
|Cash flows from financing activities                |  |     
|Proceeds from long-term debt                        |  |      |    | 2    |      |      | 4    |      |   | 685  |  
|Payments of long-term debt                          |  |      |    | (77  | )    |      | (216 | )    |   | (225 | )
|Net change in short-term debt                       |  |      |    | (397 | )    |      | 601  |      |   | (899 | )
|New term loan borrowing                             |  |      |    | 400  |     
|Stock repurchased                                   |  |      |    |      | (49  | )    |      | (30  | )
|Dividends paid                                      |  |      |    |      | (127 | )    |      | (138 | )
|Common stock issued                                 |  |      |    |      | 2    |     
|Repayment of shareholder notes                      |  |      |    | 4    |     
|Acquisition of minority interests                   |  |      |    |      | (81  | )   
|Minority contributions, net of dividends paid       |  |      |    | 5    |      |      | (7   | )    |   | (10  | )
|                                                    |  |      |    |      |      |     
|Net cash provided by/(used for)                     |  |     
|financing activities                                |  |      |    | (63  | )    |      | 127  |      |   | (617 | )
|                                                    |  |      |    |      |      |     
|                                                   
|Effect of exchange rate changes on cash             |  |     
|and cash equivalents                                |  |      |    | (10  | )    |      | (34  | )    |   | (30  | )
|                                                    |  |      |    |      |      |     
|Net change in cash and cash equivalents             |  |      |    | 74   |      |      | 115  |      |   | (17  | )
|                                                   
|Cash and cash equivalents at January 1              |  |      |    | 382  |      |      | 267  |      |   | 284  |  
|                                                    |  |      |    |      |      |     
|                                                   
|Cash and cash equivalents at December 31            |  |      | $  | 456  |      | $    | 382  |      | $ | 267  |  
|                                                    |  |      |    |      |      |     
|                                                   
|                                                   

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, 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: 114,221 shares          |                                
|                                      |                                
|                                     
|Balance December 31, 2000             |                                
|                                     
|Net loss - 2001                       |                                
|Derivatives qualifying as hedges      |                                
|Translation adjustments               |                                
|Translation adjustments - disposition |                                
|of foreign investments                |                                
|Minimum pension liability             |                                
|adjustment, net of $1 tax             |                                
|                                      |                                
|Comprehensive loss                    |                                
|                                      |                                
|Stock repurchased:                    |                                
|20,695 common shares                  |                                
|Stock issued: 101,103 shares          |                                
|Repayment of shareholder notes        |                                
|                                      |                                
|                                     
|Balance December 31, 2001             |                                
|                                      |                                
|                                     
|                                     

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. and its wholly-owned and majority-owned subsidiary companies (the
Company). 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), 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, returns, and
other adjustments are provided in the same period that the related sales are
recorded.

Shipping and Handling Fees and Costs.Shipping and
handling fees and costs are reported in cost of products sold in the
Consolidated Statements of Operations.

Stock-Based Compensation.The Company measures
compensation expense using the intrinsic value method as defined in Accounting
Principles Board Opinion No. 25 (APB 25), Accounting for Stock
Issued to Employees, and has provided in Note Q the pro-forma disclosure
of the effect on net income/(loss) and earnings/(loss) per share as if the fair
value-based method as defined in Statement of Financial Accounting Standards No.
123 (SFAS 123), Accounting for Stock-Based Compensation,
had been applied.

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 U.S. 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.

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Crown Cork &  Seal Company, Inc.

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 and any profit or loss
on disposition is reflected in income. Costs assigned to PP&E of acquired
businesses are based on estimated fair values 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; Machinery and
Equipment-3 to 14.

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 over the estimated future periods to be
benefited (primarily 40 years). Accumulated amortization amounted to $757 and
$658 at December 31, 2001 and 2000, respectively.

In June 2001, the Financial Accounting Standards Board
(FASB) issued SFAS No. 141(SFAS 141), Business
Combinations, which became effective July 1, 2001 and SFAS No. 142
(SFAS 142), Goodwill and Other Intangible Assets, which
became effective January 1, 2002. SFAS 141, which supersedes APB Opinion No. 16,
Business Combinations, modifies the method of accounting for
business combinations entered into after June 30, 2001 and defines new
accounting guidelines for intangible assets. All business combinations are now
accounted for using the purchase method. SFAS 142 requires that goodwill and
intangible assets with indefinite lives no longer be amortized, but instead be
tested for impairment, at least annually. Impairment will be measured by
comparing carrying value to fair value, using quoted market prices or a
discounted cash flow model.

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

In August 2001, the FASB issued SFAS No. 144 (SFAS
144), Accounting for the Impairment or Disposal of Long-Lived
Assets. SFAS 144 became effective on January 1, 2002 and supersedes SFAS
No. 121 (SFAS 121), Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed of, and
replaces the accounting and reporting provisions of APB Opinion No. 30,
Reporting the Results of Operations - Reporting the Effects of Disposal of
a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring
Events and Transactions, for the disposal of a segment of a business. The
new standard establishes a single accounting model based on the framework
established in SFAS 121 for long-lived assets to be disposed of by sale,
requires that long-lived assets classified as held for sale be presented
separately in the Consolidated Balance Sheet and eliminates the requirement to
allocate goodwill to long-lived assets to be tested for impairment.

Effective January 1, 2002, impairment of goodwill and intangible
assets with indefinite lives will be determined under SFAS 142 as discussed
above.

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

-33-

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Crown Cork &  Seal Company, Inc.

Effective January 1, 2001, the Company adopted SFAS No. 133
(SFAS 133), Accounting for Derivative Instruments and Hedging
Activities, as amended. With the adoption of SFAS 133, the Company now
recognizes all outstanding derivative instruments within the Consolidated
Balance Sheet at their fair values. The impact on earnings from recognizing the
fair value of these instruments depends on their intended use, their hedge
designation and their effectiveness in offsetting changes in the fair value of
the underlying exposures that they are designed to hedge. Derivative financial
instruments are designated and documented as hedges at the inception of the
contract. The effectiveness of derivative instruments to reduce the risk
associated with the exposure being hedged is assessed and measured, using a
dollar-offset method, at inception and on an ongoing basis. Any amounts excluded
from the assessment of hedge effectiveness, as well as the ineffective portion
of designated hedges, are reported in earnings immediately. Time value, a
component of an instruments fair value, is excluded for most fair value
hedges and included for cash flow hedges in the assessment of effectiveness. If
a derivative instrument ceases to be highly effective as a hedge, the Company
discontinues hedge accounting for the instrument prospectively.

For derivative instruments designated and qualifying as hedges
and based on the risk being hedged, changes in the fair values of the
derivatives are either reported in earnings or reported in other comprehensive
income in shareholders equity. Fair value adjustments for derivative
instruments hedging assets, liabilities or firm commitments, referred to as fair
value hedges, are recognized in earnings as an offset to adjustments for the
fair value of the related hedged items. Fair value adjustments for instruments
hedging anticipated transactions, referred to as cash flow hedges, are
recognized as a component of other comprehensive income in shareholders
equity and are reclassified into earnings when the related hedged item impacts
earnings. For hedges of net investments in foreign operations, fair value
adjustments are reported in other comprehensive income as translation
adjustments and are released to earnings upon disposal of the investments.
Changes in the fair value of a derivative financial instrument that is not
designated as a hedge are recorded immediately in earnings.

When the financial instrument is terminated or settled prior to
the expected maturity or realization of the underlying item, hedge accounting is
discontinued prospectively. The fair value of a hedged asset held for sale,
accumulated within the asset since inception of the hedge, remains part of the
carrying amount of the asset until the asset is sold, at which point the entire
carrying amount is recognized in earnings. The fair value of a hedged
interest-bearing financial instrument is amortized to earnings through its
maturity. Fair value adjustments, recognized for cash flow hedges after
settlement or termination, continue to be reported in accumulated other
comprehensive income until the related hedged items impact earnings. For
anticipated transactions that are no longer probable, recognized fair value
adjustments within accumulated other comprehensive income are reported
immediately in current earnings.

Within the Consolidated Balance Sheet, the fair values of the
derivatives are reported as current or non-current assets or liabilities
consistent with the classification of the hedged items. Within the Consolidated
Statements of Cash Flows, cash flows from hedging transactions are classified
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 risk management policies and details of the outstanding contracts
and their related fair values, see Note T.

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

Research and Development. Net research, development and
engineering expenditures which amounted to $40, $41 and $52 in 2001, 2000 and
1999, respectively, are expensed as incurred and reported in selling and
administrative expense in the Consolidated Statements of Operations.
Substantially all engineering and development costs are related to developing
new products or designing significant improvements to existing products.

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Crown Cork &  Seal Company, Inc.

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

---

B. Accounting and Reporting Changes

As discussed in Note A above and in greater detail in Note T,
the Company adopted SFAS 133 in 2001. Upon adoption, the Company recorded an
after-tax credit of $4 or $.03 per share to net income and a charge of $18, net
of $10 tax, to other comprehensive income in shareholders equity for the
cumulative effect of a change in accounting. The ongoing impact on the Company
from adoption of this standard will depend on a variety of factors, including
interest rates and other market conditions, as well as future interpretive
guidance from the FASB.

In the fourth quarter of 2000, the Company adopted EITF 00-10,
Accounting for Shipping and Handling Fees and Costs, which requires
that the costs for shipping and handling of the Companys products be
reported as an expense rather than as a reduction to sales. To comply with this
reporting guideline, the Company reclassified $266 in 1999 from net sales to
cost of products sold. EITF 00-10 had no impact on income from operations or net
income.

---

C. Comprehensive Income/(Loss)

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

|                                      |  |      |    |       |   |    |       |  
|------------------------------------- |  | ---- | -- | ----- | - | -- | ----- | -
|                                      |  | 2001 |    | 2000  |  
|                                      |  |      |    |      
|Minimum pension liability adjustments |  |      | ($ | 527   | ) | ($ | 254   | )
|Cumulative translation adjustments    |  |      |    | (916  | ) |    | (856  | )
|Derivatives qualifying as hedges      |  |      |    | (4    | )
|                                      |  |      |    |      
|                                      |  |      | ($ | 1,447 | ) | ($ | 1,110 | )
|                                      |  |      |    |      

---

D. Receivables

|                                      |  |      |   |      |   |   |       |  
|------------------------------------- |  | ---- | - | ---- | - | - | ----- | -
|                                      |  | 2001 |   | 2000 |  
|                                      |  |      |   |     
|Accounts and notes receivable         |  |      | $ | 938  |   | $ | 1,072 |  
|Less: allowance for doubtful accounts |  |      |   | (95  | ) |   | (116  | )
|                                      |  |      |   |     
|Net trade receivables                 |  |      |   | 843  |   |   | 956   |  
|Miscellaneous receivables             |  |      |   | 153  |   |   | 197   |  
|                                      |  |      |   |     
|                                      |  |      | $ | 996  |   | $ | 1,153 |  
|                                      |  |      |   |     

The Company utilizes receivable securitization agreements in its
management of cash flow activities. Agreements were outstanding during 2001 and
2000 in North America and Europe providing for the accelerated receipt of cash
from a qualified pool of available receivables. The Companys current
agreement, entered into during 2001, provides for the accelerated receipt of up
to $350 of cash on available North American receivables. Receivable
securitization transactions are accounted for as sales in accordance with SFAS
No. 140, Accounting for Transfers and Servicing of Financial Assets and
Extinguishment of Liabilities (a replacement of SFAS No. 125), which was
adopted by the Company on April 1, 2001. Accordingly, accounts sold under
outstanding securitization programs have been reflected as a reduction in
receivables in the Consolidated Balance Sheets. At December 31, 2001 and 2000
receivables securitized were $110

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Crown Cork &  Seal Company, Inc.

and $162, respectively. During 2001 and 2000, the Company recorded fees
related to outstanding securitizations of $18 and $15, respectively, as interest expense.

The Company provided $55 ($36 after-tax or $.28 per share)
during 2000 against a receivable from a U.S. food can customer that filed a
voluntary Chapter 11 bankruptcy petition. This amount was included in cost of
products sold in the Consolidated Statements of Operations.

---

E. Inventories

|                           |  |      |   |      |  |   |       | 
|-------------------------- |  | ---- | - | ---- |  | - | ----- | 
|                           |  | 2001 |   | 2000 | 
|                           |  |      |   |     
|Finished goods             |  |      | $ | 314  |  | $ | 530   | 
|Work in process            |  |      |   | 112  |  |   | 165   | 
|Raw materials and supplies |  |      |   | 436  |  |   | 593   | 
|                           |  |      |   |     
|                           |  |      | $ | 862  |  | $ | 1,288 | 
|                           |  |      |   |     

Approximately 17% and 23% of worldwide productive inventories at
December 31, 2001 and 2000, 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, 2001 and 2000, total inventories
would have been $32 and $22 higher, respectively. Cost of products sold in 2001
includes a charge of $10 for the liquidation of LIFO inventory layers carried at
higher costs that prevailed in prior years.

F. Property, Plant and Equipment

|                                                |  |      |   |        |   |   |        |  
|----------------------------------------------- |  | ---- | - | ------ | - | - | ------ | -
|                                                |  | 2001 |   | 2000   |  
|                                                |  |      |   |       
|Buildings and improvements                      |  |      | $ | 856    |   | $ | 869    |  
|Machinery and equipment                         |  |      |   | 4,168  |   |   | 4,161  |  
|                                                |  |      |   |       
|                                                |  |      |   | 5,024  |   |   | 5,030  |  
|Less: accumulated depreciation and amortization |  |      |   | (2,652 | ) |   | (2,391 | )
|                                                |  |      |   |       
|                                                |  |      |   | 2,372  |   |   | 2,639  |  
|Land and improvements                           |  |      |   | 157    |   |   | 171    |  
|Construction in progress                        |  |      |   | 89     |   |   | 159    |  
|                                                |  |      |   |       
|                                                |  |      | $ | 2,618  |   | $ | 2,969  |  
|                                                |  |      |   |       

---

G. Non-Current Assets

|                          |  |      |   |      |  |   |       | 
|------------------------- |  | ---- | - | ---- |  | - | ----- | 
|                          |  | 2001 |   | 2000 | 
|                          |  |      |   |     
|Pension assets            |  |      | $ | 565  |  | $ | 526   | 
|Deferred tax assets       |  |      |   | 105  |  |   | 561   | 
|Fair value of derivatives |  |      |   | 76   | 
|Pension intangibles       |  |      |   | 30   |  |   | 31    | 
|Other intangibles         |  |      |   | 9    |  |   | 11    | 
|Other                     |  |      |   | 53   |  |   | 61    | 
|                          |  |      |   |     
|                          |  |      | $ | 838  |  | $ | 1,190 | 
|                          |  |      |   |     

---

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Crown Cork &  Seal Company, Inc.

H. Accounts Payable and Accrued Liabilities

|                                            |  |      |   |       |  |   |       | 
|------------------------------------------- |  | ---- | - | ----- |  | - | ----- | 
|                                            |  | 2001 |   | 2000  | 
|                                            |  |      |   |      
|Trade accounts payable                      |  |      | $ | 836   |  | $ | 1,076 | 
|Salaries, wages and other employee benefits |  |      |   | 305   |  |   | 302   | 
|Asbestos                                    |  |      |   | 110   |  |   | 100   | 
|Deferred taxes                              |  |      |   | 50    |  |   | 69    | 
|Interest                                    |  |      |   | 50    |  |   | 59    | 
|Restructuring                               |  |      |   | 22    |  |   | 32    | 
|Other                                       |  |      |   | 220   |  |   | 265   | 
|                                            |  |      |   |      
|                                            |  |      | $ | 1,593 |  | $ | 1,903 | 
|                                            |  |      |   |      

---

I. Other Non-Current Liabilities

|                        |  |      |   |      |  |   |     | 
|----------------------- |  | ---- | - | ---- |  | - | --- | 
|                        |  | 2001 |   | 2000 | 
|                        |  |      |   |     
|Deferred taxes          |  |      | $ | 352  |  | $ | 354 | 
|Asbestos                |  |      |   | 237  |  |   | 320 | 
|Postemployment benefits |  |      |   | 43   |  |   | 41  | 
|Environmental           |  |      |   | 15   |  |   | 18  | 
|Other                   |  |      |   | 113  |  |   | 81  | 
|                        |  |      |   |     
|                        |  |      | $ | 760  |  | $ | 814 | 
|                        |  |      |   |     

Other non-current assets include $2 and $5 at December 31, 2001 and 2000,
respectively, for probable recoveries related to environmental liabilities.

---

J. Acquisitions, Investments and Divestitures

In January, 2002, the Company sold its U.S. fragrance pumps business to
Rexam PLC for proceeds of $105. In February, 2002, the Company sold its 15% shareholding
in Crown Nampak (Pty) Limited in South Africa to Nampak Ltd. for $24, and agreed to sell
certain other interests in Africa to Nampak Ltd. for $25. Completion of the sale of the
other interests, which is expected in the second quarter of 2002, is subject to the
conclusion of satisfactory due diligence and execution of a definitive agreement. The
African agreements noted above resulted in the recognition of an impairment loss as
described in Note N. Net proceeds of $124 from completed sales were used to repay a
portion of the Company's $400 term loan as discussed in Note R.

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 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
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.

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

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Crown Cork &  Seal Company, Inc.

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

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

---

K. 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, 2001 and 2000 was $40 and $44,
respectively.

Under long-term operating leases, minimum annual rentals are $31
in 2002, $24 in 2003, $19 in 2004, $13 in 2005, $10 in 2006, and $35 thereafter.
Such rental commitments have been reduced by minimum sublease rentals of $20 due
under non-cancelable subleases. Under long-term capital leases, minimum annual
rentals are $5 in 2002, $4 in 2003, $5 in 2004, $2 in 2005, $1 in 2006, and $4
thereafter. The present value of future minimum payments on capital leases is
$19 with a current obligation of $5. Rental expense (net of sublease rental
income of $4 in 2001, $4 in 2000 and $5 in 1999) was $34 in 2001, $36 in 2000
and $31 in 1999.

---

L. Commitments and Contingent Liabilities

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

Prior to 1998, the amounts paid to asbestos 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 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 recorded a charge of $125 in 1998 for
the uninsured portion of future claims.

Each quarter, the Company continues to review and analyze its
claim experience, settlement trends, changes in the litigation environment and
other factors to determine the adequacy of its asbestos accruals. In 2000 and
again in 2001, the Company engaged an expert in the field of medical
demographics to perform an independent evaluation of the Companys
potential asbestos liability. Adjustments to the asbestos accrual are made based
on changes to the above-mentioned factors after consultation with the
Companys experts and legal counsel.

During 2001, 2000 and 1999, respectively, the Company (i)
received 53,000, 44,000 and 33,000 new claims, (ii) settled or dismissed 31,000,
40,000 and 58,000 claims and (iii) had 66,000, 44,000 and 40,000 claims
outstanding at the end of the respective years. The claims above exclude 32,000
pending claims involving plaintiffs who allege that they are, or were, maritime
workers subject to exposure to asbestos, but whose

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Crown Cork &  Seal Company, Inc.

claims the Company believes, based on counsels advice, will not, in
the aggregate, involve any material liability. During 2001, one jurisdiction accounted
for 25,000 claims received, 17,000 of which were settled for $4.

During 2001, 2000 and 1999, respectively, the Company (i)
recorded pre-tax charges of $51, $255 and $163 to increase its accrual, (ii)
made asbestos-related payments of $118, $94 and $50 and (iii) had outstanding
accruals of $347, $420 and $249 at the end of the respective years. The 2001
charge of $51 included an allowance of $6 for an insurance receivable.

In December 2001, the Commonwealth of Pennsylvania enacted
legislation that limits the asbestos-related liabilities of Pennsylvania
corporations that are successors by corporate merger to companies involved with
asbestos. The legislation limits the successors liability for asbestos to
the acquired companys asset value. To date, the Company has paid in excess
of $350 in settling claims, which exceeds the value of the acquired
companys assets. The Company has taken appropriate steps to integrate the
Pennsylvania legislation into its defense strategy with all claimants
nationwide.

Based on the updated report of the independent expert, the
Companys own review, and the view of counsel concerning the possible
effects of the new legislation described above, the Company estimates that its
probable and estimable asbestos liability for pending and future asbestos claims
will range between $347 and $580. The accrual balance of $347 at the end of 2001
includes $157 for committed settlements that will be paid over time. The Company
expects total cash payments for asbestos to be approximately $110 in 2002,
including $74 under committed settlements.

While it is not possible to predict the ultimate outcome of the
asbestos-related claims and settlements, 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 cautions, however, that these estimates for asbestos cases and
settlements are difficult to predict and may be influenced by many factors.
Accordingly, these matters, if resolved in a manner different from the estimate,
could have a material 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 $4, $2 and $3 in 2001, 2000 and 1999, respectively. The Companys
balance sheet reflects estimated gross remediation liabilities of $18 and $21 at
December 31, 2001 and 2000, respectively, and probable recoveries related to
indemnification from the sellers of acquired companies and the Companys
insurance carriers of $2 and $5 at December 31, 2001 and 2000, 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.

The Company has various commitments to purchase materials and
supplies as part of the ordinary conduct of business. 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 assurances,
however, that the Company will be able to fully recover any increases or
fluctuations in raw material costs from its customers. The Company also has
commitments for standby letters of credit and for purchases of capital assets.

---

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Crown Cork &  Seal Company, Inc.

M. Restructuring

During 2001, the Company provided $48 ($46 after-tax or $.37 per
share) for costs associated with (i) the closure of six U.S. food can plants,
two European crown operations, a European food can plant and a European PET
bottle plant and (ii) severance related to downsizing three plants in Africa;
partially offset by a credit for reversal of severance charges recognized in
2000 for certain restructuring plans which the Company decided not to pursue.
Included in the net provision for 2001 were (i) $20 for severance and related
benefits, (ii) $20 for asset write-downs, (iii) $14 for lease termination and
other exit costs, and (iv) a credit of $6 for the reversal of severance. The
severance charge was associated with the termination of approximately 700
employees, 600 of whom were directly involved in manufacturing operations.

During 2000, the Company provided $52 ($37 after-tax or $.29 per
share) for costs associated with overhead structure modifications in Europe, the
closure of three plants in the Americas division, and the loss on sale of a
South American operation to local management. Included in the provision was (i)
$42 for severance costs for approximately 1,000 employees, (ii) $5 for lease
termination and other exit costs, (iii) $1 for the write-down of assets and (iv)
$4 for the loss on sale.

During 1999, the Company recorded a net restructuring credit of
$7 ($5 after-tax or $.04 per share), reflecting (i) the reversal of severance
and other costs provided for in 1998 for the closing of a plant that the Company
did not close and (ii) charges related to a plant closure in Europe and the
reorganization of the Companys worldwide research and development
functions. The decision not to close the plant was based on a customers
decision to increase its purchases in that plants market.

The write-downs of assets were made under announced
restructuring plans, as the carrying values exceeded the Companys
estimated proceeds from abandonment or disposal. The sale of plant sites
typically requires more than one year to complete due to preparations for sale,
such as site cleanup and buyer identification, as well as market conditions and
the location of the properties.

Balances remaining in the reserves included provisions for
current year actions as well as for contracts or agreements for which payments
from prior restructuring actions are extended over time. This includes
employee-related agreements with unions and governmental agencies as well as
lease arrangements with landlords. The balance of the restructuring reserves
(excluding asset write-downs that were recorded as a reduction to the related
asset accounts) were included in accounts payable and accrued liabilities. The
components of the restructuring reserve and movements within these components
during 2001 were as follows:

|                        |  | TerminationBenefits |   | OtherExitCosts |   | AssetWrite-downs |    | Total |    
|----------------------- |  | ------------------- | - | -------------- | - | ---------------- | -- | ----- | ---
|                        |  |                     |   |                |   |                  |    |      
|                        |  |                     |   |                |   |                  |    |       |    
|Opening balance         |  |                     | $ | 24             |   | $                | 8  |       |    
|Provisions              |  |                     |   | 14             |   |                  | 14 |       | $  
|Payments made           |  |                     |   | (28            | ) |                  | (5 | )     |    
|Transfer against assets |  |                     |   |                |   | (20              | )  |       | (20
|Other movements*        |  |                     |   | (2             | ) |                  | (3 | )     |    
|                        |  |                     |   |                |   |                  |    |      
|Closing balance         |  |                     | $ | 8              |   | $                | 14 |       |    
|                        |  |                     |   |                |   |                  |    |      

* Includes translation adjustments

During 2001, payments of $28 were made related to the
termination of approximately 800 employees, 600 of whom were involved in direct
manufacturing operations.

---

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---

Crown Cork & Seal Company, Inc.

N. Asset Impairments

During 2001, the Company recorded non-cash asset impairment
charges of $215 ($210 after-tax or $1.67 per share) to write-down investments in
consolidated and non-consolidated affiliates, goodwill and PP&E. Of the
total impairment charge, $204 arose from the Companys divestitures of
certain interests in Africa, including $71 for the reclassification of
cumulative translation adjustments to earnings. For details of the divestitures,
see Note J above. The remaining impairment charge of $11 was due to the
write-down of surplus equipment.

A charge of $26 ($19 after-tax or $.15 per share) was recorded
in 2000 to write-off a minority interest in a machinery company and an
investment in Moldova due to uncertainty regarding the ultimate recovery of
these investments. The events that triggered the impairment reviews by the
Company were the Chapter 11 bankruptcy petition filed by the machinery company
and the politically unstable environment in Moldova.

---

O. Assets Held for Sale

As of December 31, 2001 the Company had various assets held for
sale, including certain operations and real estate. The operations for sale
included investments in Africa and the U.S. as described in Note J, and the
Companys European pharmaceutical packaging business. Proceeds from these
asset sales must first be used to repay the Companys term loan in
accordance with that agreement. The carrying values of these net assets were
reported in the following balance sheet captions at December 31, 2001:

| |                                         
| | ----------------------------------------
| |                                         
| | Receivables                             
| | Inventories                             
| | Investments                             
| | Property, plant and equipment, net      
| | Goodwill , net of amortization          
| | Accounts payable and accrued liabilities
| | Other net liabilities                   
| |                                         
| |                                         

Results of operations for these businesses included in the
financial statements for 2001 were:

| |                                    
| | -----------------------------------
| |                                    
| | Net sales                          
| | Cost of products sold              
| | Depreciation                       
| | Amortization                       
| | Selling and administrative expenses
| |                                    
| |                                    

---

P. Capital Stock

During 2001, loans made in prior years to certain executive
officers to purchase shares of the Companys common stock were partially
repaid. Upon repayment, $4 was recognized as a credit to paid in capital.

Also during 2001, the Companys Board of Directors
terminated the restricted stock plan for non-employee directors. The plan was
replaced by a compensation plan in which the non-employee directors receive a
majority of their compensation in the form of Company stock. During 2001,
101,103 shares were issued to the non-employee directors under this new plan.

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. No additional shares of acquisition preferred stock
were outstanding at December 31, 2001 and 2000.

-41-

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Crown Cork &  Seal Company, Inc.

Also 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 1998. The repurchase
program has been suspended as the Companys credit agreement, amended and
restated on March 2, 2001, prohibits the repurchase of common stock except to
meet the requirements for the Companys stock-based compensation and
savings plans.

The Companys credit facility prohibits the payment of
dividends.

The Board of Directors has the authority to issue, at any time
or from time to time, up to 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.

---

Q. Stock Options

As of December 31, 2001, the Company had four active stock-based
incentive compensation plans, 1990, 1994, 1997 and 2001. 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. Terms for
the 1990, 1994, 1997 and 2001 plans have ended or will end in 2000, 1999, 2002
and 2006, respectively, except with respect to grants and awards then
outstanding.

Stock options granted during 2001 generally have a maximum term
of ten years and vest over three years. The maximum number of shares of the
Companys common stock authorized for issuance was 5,000,000 under the 1997
plan and 6,000,000 under the 2001 plan.

A summary of stock option activity is as follows:

|                                 |  | 2001       |   | 2000                           |  | 1999      |  
|-------------------------------- |  | ---------- | - | ------------------------------ |  | --------- | -
|                                 |  | Shares     |   | WeightedAverage Exercise Price |  | Shares    |  
|                                 |  |            |   |                                |  |           |  
|Options outstanding at January 1 |  | 7,503,437  |   | $36.70                         |  | 7,433,760 |  
|Granted                          |  | 5,907,469  |   | 5.17                           |  | 873,738   |  
|Exercised                        | 
|Canceled                         |  | (793,767   | ) | 34.01                          |  | (804,061  | )
|                                 |  |            |   |                                |  |           |  
|Options outstanding              | 
|at December 31                   |  | 12,617,139 |   | $22.11                         |  | 7,503,437 |  
|                                 |  |            |   |                                |  |           |  
|Options exercisable              | 
|at December 31                   |  | 7,251,160  |   | $31.15                         |  | 4,222,630 |  
|Options available for            | 
|grant at December 31             |  | 2,994,725  |   |                                |  | 2,540,819 |  

-42-

---

Crown Cork &  Seal Company, Inc.

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

|Options Outstanding    |  | Options Exercisable  | 
|---------------------- |  | -------------------- | 
|                       |  |                      | 
|Range ofExercisePrices |  | Number   Outstanding | 
|                       |  |                      | 
|                       |  |                      | 
|$  2.00 to $  4.25     |  | 4,110,875            | 
|$  4.31 to $  7.44     |  | 1,692,894            | 
|$16.00 to $22.25       |  | 1,812,038            | 
|$23.94 to $37.50       |  | 1,408,353            | 
|$37.50 to $54.37       |  | 3,592,979            | 
|                       |  |                      | 
|                       |  | 12,617,139           | 
|                       |  |                      | 

The Company applies APB 25 and related interpretations in
accounting for its plans. Accordingly, no compensation cost was recognized for
its stock-based incentive compensation 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 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
|                                 

The pro forma results may not be representative of the effects
on reported income/(loss) 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:

|                                |  |      |  |      |   |      |      |   |  |      |  
|------------------------------- |  | ---- |  | ---- | - | ---- | ---- | - |  | ---- | -
|                               
|                                |  | 2001 |  | 2000 |   | 1999 |     
|                               
|Risk-free interest rate         |  |      |  | 4.5  | % |      | 5.0  | % |  | 6.4  | %
|Expected life of option (years) |  |      |  | 5.9  |   |      | 5.4  |   |  | 5.0  |  
|Expected stock price volatility |  |      |  | 58.0 | % |      | 36.8 | % |  | 26.7 | %
|Expected dividend yield         |  |      |  | 0.0  | % |      | 0.0  | % |  | 4.5  | %
|                               

The weighted average grant-date fair values for options granted during
2001, 2000 and 1999 were $3.36, $13.07, and $5.67, respectively.

---

-43-

---

Crown Cork &  Seal Company, Inc.

R. Debt

|                                                                |  |      |   |       |    |   |       |  
|--------------------------------------------------------------- |  | ---- | - | ----- | -- | - | ----- | -
|                                                                |  | 2001 |   | 2000  |   
|                                                                |  |      |   |      
|Short-term debt (1)                                             |  |     
|Commercial paper                                                |  |      |   | $     | 56 |  
|U.S. dollar bank loans/overdrafts                               |  |      | $ | 416   |    |   | 55    |  
|Other currency bank loans/overdrafts                            |  |      |   | 48    |    |   | 121   |  
|                                                                |  |      |   |      
|Total short-term debt                                           |  |      | $ | 464   |    | $ | 232   |  
|                                                                |  |      |   |      
|Long-term debt                                                  |  |     
|U.S. Dollars:                                                   |  |     
|Credit facility borrowings (2)                                  |  |      | $ | 1,402 |    | $ | 1,962 |  
|Private placements: 7.54% due 2005                              |  |      |   | 105   |    |   | 105   |  
|Senior notes and debentures:                                    |  |     
|7.13% due 2002                                                  |  |      |   | 350   |    |   | 350   |  
|6.75% due 2003 (3)                                              |  |      |   | 400   |    |   | 400   |  
|6.75% due 2003                                                  |  |      |   | 200   |    |   | 200   |  
|8.38% due 2005                                                  |  |      |   | 300   |    |   | 300   |  
|7.00% due 2006 (3)                                              |  |      |   | 300   |    |   | 300   |  
|8.00% due 2023                                                  |  |      |   | 200   |    |   | 200   |  
|7.38% due 2026                                                  |  |      |   | 350   |    |   | 350   |  
|7.50% due 2096                                                  |  |      |   | 150   |    |   | 150   |  
|Other indebtedness: rates in 2001 ranging from                  |  |     
|2.00% to 10.77%, due 2002 through 2015                          |  |      |   | 60    |    |   | 106   |  
|                                                                |  |      |   |      
|                                                                |  |      |   | 3,817 |    |   | 4,423 |  
|                                                                |  |      |   |      
|                                                               
|Other currencies:                                               |  |     
|Credit facility borrowings (2)                                  |  |      |   | 741   |    |   | 353   |  
|6.00% Euro Bond due 2004                                        |  |      |   | 266   |    |   | 281   |  
|Other indebtedness in various currencies (average rates in 2001 |  |     
|ranging from 3.54% to 14.3%), due 2003 through 2010             |  |      |   | 13    |    |   | 35    |  
|Capital lease obligations in various currencies                 |  |      |   | 19    |    |   | 25    |  
|                                                                |  |      |   |      
|Total long-term debt                                            |  |      |   | 4,856 |    |   | 5,117 |  
|Less: current maturities                                        |  |      |   | (381  | )  |   | (68   | )
|                                                                |  |      |   |      
|Long-term debt, less current maturities                         |  |      | $ | 4,475 |    | $ | 5,049 |  
|                                                                |  |      |   |      

|(1) | The
weighted average interest rates for commercial paper outstanding during 2000 and 1999
were 5.9% and 4.9% respectively. The weighted average interest rates for bank loans and
overdrafts outstanding during 2001, 2000 and 1999 were 5.7%, 7.0% and 5.5% respectively.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | A
committed $2,500 multicurrency revolving credit facility was in place at both December
31, 2001 and December 31, 2000. At December 31, 2001, $257 was available under the credit
facility.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | On
December 12, 1996, two wholly owned finance subsidiaries located in the United Kingdom
and France sold public debt securities that were fully guaranteed by the Company. The
face value of the notes bear interest 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. In May, 2000, the cross-currency swap on the Euro obligation was
converted to a floating rate instrument with a coupon rate of EURIBOR less .89%. At
December 31, 2001, the equivalent rate was 2.46%.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Aggregate maturities of long-term debt for the five years
subsequent to December 31, 2001 are $381, $2,777, $272, $407 and $305,
respectively. Cash payments for interest during 2001, 2000 and 1999 were $469,
$385 and $377, respectively (including amounts capitalized of $1 in each of the
three years.)

-44-

---

Crown Cork &  Seal Company, Inc.

The estimated fair value of the Companys long-term
borrowings, based on quoted market prices for the same or similar issues, was
$3,612 at December 31, 2001.

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 was extended from February 4, 2002 to December 8, 2003. The term
loan bears interest at LIBOR plus 3.5%, with a maturity date of February 4,
2002. In connection with the new facility and the term loan, the Company 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 repayment of notes, debentures and private
placements, (iii) restrictions on the assumption of indebtedness and payment of
dividends and (iv) restrictions on the use of proceeds from asset sales. Any
credit facility or term loan repayments made using proceeds from the sale of
assets will permanently reduce the funds available under the agreement. At
December 31, 2001, there were outstanding letters of credit of $115 including
$100 which reduced the borrowings available under the credit facility.

On January 30, 2002, the maturity date for $225 of the term loan
was extended to August 4, 2002, and the remaining $175 was subsequently repaid
on its original due date using net proceeds of $100 from asset sales and $75 of
availability under the credit facility. The term loan balance was further
reduced to $201 during the first quarter of 2002 using additional asset sale
proceeds. The amended term loan bears an interest rate of LIBOR plus 4.5%.

---

S. Liquidity

The Company generated cash from operations of $310 in 2001. The
cash from operations is net of payments of $469 for interest, $98 for funding of
U.S. pension plans, and asbestos-related payments of $118. After capital
expenditures of $168, the Companys remaining cash flow was $142. In 2002,
the Company expects that a significant portion of its 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 $75 in 2002 and expects to make asbestos-related payments of
approximately $110. As discussed in Note L, however, many factors influence the
Companys ability to predict its liability for asbestos.

The Company cannot access the commercial paper market due to
downgrades in its credit rating and, as a result, the Company funds its
operations through its $2,500 multi-currency credit facility.

At December 31, 2001, the Company had $2,543 of senior secured
bank debt, including $2,143 due under its credit facility and $400 under its
term loan. The Company also had $2,621 of outstanding notes. During the first
quarter of 2002, the Company repaid $199 of the term loan with proceeds from
asset sales and availability under the senior credit facility. The remaining
$201 is due August 4, 2002. The balance of the bank debt of $2,143 is due
December 8, 2003. The Company is also obligated to repay notes of $350 on
September 1, 2002, $200 on April 15, 2003, and $400 on December 15, 2003. Based
upon projections currently available the Company believes it can pay its
obligations due in 2002 through cash generated from operating activities and
cash on hand.

In order to meet its short-term and long-term obligations,
improve its financial position and enhance its ability to refinance or extend
the maturity of the bank debt due in December 2003, the Company is reviewing
various strategies. Such strategies include generating additional cash from
operations, increasing its asset securitizations, disposing of selected assets
and restructuring the terms of the Companys debt, including the possible
extension of maturities and principal reduction. Repayment of its scheduled
obligations in 2003 will be dependent upon the implementation of one or more of
the strategies mentioned above. As a result of the downgrades in the
Companys credit ratings during 2000 and 2001 and the uncertainties
regarding its

-45-

---

Crown Cork &  Seal Company, Inc.

asbestos-related liabilities, the Companys ability to obtain new
financing has been restricted and there can be no assurance that the Company will be able
to access the capital markets in the future, successfully repay, refinance or restructure
its debt or complete asset sales on a timely basis or on favorable terms.

---

T. Financial Instruments

The Companys financial instruments consist of cash and
cash equivalents, receivables, accounts payable, short and long-term debt,
foreign currency exchange forwards and swaps, interest rate and cross-currency
swaps and commodity forwards. Fair values for cash and cash equivalents,
receivables, 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 at December 31, 2001 is disclosed within Note R above. The fair
value of derivative financial instruments outstanding at December 31, 2001 is
discussed below within each risk management activity. Fair value is generally
determined by broker quotes or quoted market prices for the same or similar
instruments.

The Company addresses its financial exposures through a
controlled program of risk management that includes the use of derivative
financial instruments. The use of these instruments is currently limited due
primarily to recent downgrades in the Companys corporate credit ratings.
To limit its exposure to credit risk from counterparties, the Company
diversifies the counterparties used and monitors the concentration of risk.
Counterparties to these contracts are major financial institutions. The Company
enters into foreign exchange contracts, including forwards and swaps, to reduce
the effects of fluctuations in foreign currency exchange rates on its assets,
liabilities, firm commitments and anticipated transactions. The Company does not
generally hedge its exposure to translation gains or losses on its non-U.S. net
assets because local cash flows are often reinvested within the operations which
generate them and, where possible, borrowings are obtained in the local
functional currency. The Company enters into interest rate and cross-currency
swap contracts to reduce interest rate risk and to modify the characteristics of
its outstanding debt. The Company, to a lesser extent, enters into commodity
forward contracts which are used in combination with commercial supply contracts
to minimize its exposure to significant price fluctuations in the basic raw
materials for its products. The maturity of the commodity instruments correlate
to the actual purchases of the commodities. The Company does not use derivative
instruments for trading purposes and enters into only those contracts that it
considers appropriate for the conduct of its business.

The Company formally documents all relationships between hedging
instruments and hedged items, as well as its risk management objective and
strategy for undertaking various hedge relationships. This process includes
identifying all derivative instruments that are designated as fair value or cash
flow hedges to specific exposures, recognized or anticipated. This designation
is performed on the date that the derivative financial instrument is entered
into. The Company formally assesses, both at the inception of the hedge and on
an ongoing basis, whether each derivative instrument is highly effective in
offsetting changes in the fair values or cash flows of the hedged item. If it is
determined that a derivative instrument is not highly effective as a hedge, or
if a derivative instrument ceases to be a highly effective hedge, the Company
discontinues hedge accounting with respect to that derivative prospectively.

Cash Flow Hedges.The Company designates certain
derivative instruments as cash flow hedges of anticipated purchases and sales,
including foreign currency denominated intercompany transactions. The risk
management objective for these hedges is to protect functional currency cash
flows from the effects of volatility in interest and foreign exchange rates and
commodity prices. In its effort to reduce risk, the Company uses cross-currency
swaps (interest and foreign currency) and foreign exchange and commodity
forwards. For hedges of anticipated cash flows outstanding during the year, the
ineffective portion of these hedges was not material and no components of the
hedge contracts were excluded from the measurement of effectiveness.

-46-

---

Crown Cork &  Seal Company, Inc.

The Company has designated two cross-currency swaps to hedge
long-term U.S. dollar debt in the U.K. with a notional value of $500. The swaps
converted fixed rate U.S. dollar debt into fixed rate sterling debt. The swap
agreements mature within two to five years. These swaps were highly effective in
reducing the related risk. The fair value of these swaps at December 31, 2001
was a gain of $58 and was reported in non-current assets in the Consolidated
Balance Sheet.

The Company also designated commodity and currency forwards to
hedge its risk to changes in commodity prices. Contracts outstanding at December
31, 2001 mature between three and thirty-six months. The Company assesses hedge
effectiveness based on changes in forward commodity prices and foreign exchange
rates. The fair value of these contracts at December 31, 2001 was a loss of $3.

The Company also used foreign currency forwards during 2001 to
hedge exposures to foreign currency cash flows related to forecasted foreign
currency denominated sales. Fair value on these contracts was reclassified to
earnings as revenue when the foreign currency denominated sale affected
earnings. There were no such hedges in effect at December 31, 2001.

A reconciliation of current period changes in fair value, net of
applicable income taxes, reported in accumulated other comprehensive loss as
derivatives qualifying as hedges in the Consolidated Statement of
Shareholders Equity follows:

| |                                                       
| | ------------------------------------------------------
| |                                                       
| | Transition adjustment as of January 1, 2001           
| | Current period changes in fair value -net of ($11) tax
| | Reclassification to earnings - net of $2 tax          
| |                                                       
| | Balance at December 31, 2001                          
| |                                                       
| |                                                       
| |                                                       

During 2001 changes in fair value for outstanding cash flow
hedges, primarily cross-currency swaps, amounted to a net gain of $21. This gain
primarily reflects the impact of declining market interest rates. The
reclassification to earnings, a net charge of $7, includes the transfer out of
equity of foreign exchange gains on the remeasurement of the U.S dollar debt
into sterling at rates in effect at December 31, 2001; interest, paid or to be
paid, appropriately discounted at current market rates; and, to a lesser extent,
gains from maturing commodity contracts. During the next twelve months ending
December 31, 2002, approximately $3 (net of tax), excluding the impact of
fluctuations in exchange rates, is expected to be reclassified to earnings from
accumulated other comprehensive loss. This charge includes the fair value of
maturing foreign exchange and commodity contracts and the payment and accrual of
interest related to the cross-currency swaps. The actual amount that will be
reclassified to earnings over the next twelve months will vary from this amount
as a result of changes in market conditions, including foreign exchange rates.
No amounts were reclassified to earnings during 2001 in connection with
forecasted transactions that were no longer considered probable.

Fair Value Hedges.The Company designates certain
derivative instruments as fair value hedges of its long-term debt, other
recognized assets and liabilities and unrecognized firm commitments. The risk
management objective of fair value hedges is to protect the functional currency
values on the recognized assets, liabilities and firm commitments from the
effects of volatility in interest rates and foreign exchange rates that might
occur prior to their conversion into the functional currency. For fair value
hedges, except unrecognized firm commitments, the Company excludes the time
value component of the derivative instrument in the measurement of hedge
effectiveness. Amounts excluded from the assessment and measurement of
effectiveness were reported in earnings and amounted to less than $1 before
income taxes. The impact on earnings from hedge ineffectiveness was not
material.

The Company has designated a cross-currency swap to hedge
long-term U.S. dollar debt in France with a notional value of $200. The swap
converted fixed rate U.S. dollar debt into variable rate Euro debt indexed to
EURIBOR. The swap agreement matures within two years. The fair value of this
swap at December 31, 2001

-47-

---

Crown Cork &  Seal Company, Inc.

was a gain of $18 and was reported in non-current assets in the
Consolidated Balance Sheet. Changes in fair value of the swap were reported in earnings
along with changes in the fair value of the hedged long-term debt and foreign exchange
adjustments from the remeasurement of the debt. The impact on earnings during 2001 from
changes in fair value was a loss of $2 and was reported in interest expense in the
Consolidated Statement of Operations.

The Company designates certain foreign currency forward exchange
contracts as fair value hedges of recognized assets and liabilities, generally
trade accounts receivable and payable, and unrecognized firm commitments.
Changes in the fair value of the derivative instruments that are highly
effective and that are designated as fair value hedges are reported in earnings.
While these hedging instruments are subject to fluctuations in value, such
fluctuations are offset by changes in the value of the underlying exposures
being hedged. The fair value of the forward exchange contracts outstanding at
December 31, 2001 was not material. There was no gain or loss recognized in
earnings as a result of a hedged firm commitment that no longer qualified as a
fair value hedge.

---

U. Earnings Per Share (EPS)

The following table summarizes the basic and diluted earnings
per share computations for 2001, 2000 and 1999:

|                                                            |  |              
|----------------------------------------------------------- |  | -------------
|                                                            |  | Income/(loss)
|                                                            |  |              
|                                                            |  |              
|2001                                                        |  |              
|Net loss before cumulative effect of a change in accounting |  |              
|Cumulative effect of a change in accounting                 |  |              
|                                                            |  |              
|Basic and diluted EPS                                       |  |              
|                                                            |  |              
|                                                           
|2000                                                        |  |              
|Net loss                                                    |  |              
|Less: Preferred stock dividends                             |  |              
|                                                            |  |              
|Basic and diluted EPS                                       |  |              
|                                                            |  |              
|                                                           
|1999                                                        |  |              
|Net income                                                  |  |              
|Less: Preferred stock dividends                             |  |              
|                                                            |  |              
|Basic and diluted EPS                                       |  |              
|                                                            |  |              

Basic EPS excludes all potentially dilutive securities and is computed
by dividing income/(loss) 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.

Basic and diluted EPS are the same for the twelve months ended
December 31, 2001, 2000 and 1999. Potentially dilutive common stock equivalents
resulting from the assumed conversion of weighted average outstanding preferred
stock, amounting to 1.3 million in 2000 and 8.4 million in 1999, would have been
anti-dilutive. Also, common shares contingently issuable upon the exercise of
outstanding stock options, amounting to 11.9 million in 2001 and 7.7 million in
2000, were excluded from the computation of diluted earnings per share because
the exercise prices of the then outstanding options were above the average
market price for the related periods.

-48-

---

Crown Cork &  Seal Company, Inc.

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

---

V. 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, so the Company
has some plans which are not funded.

Plan assets of Company-sponsored plans of $2,823 consist
principally of common stocks, fixed income securities and other investments,
including $16 of the Companys common stock.

The 2001, 2000 and 1999 components of pension expense/(income)
were as follows:

|                                    |  |      |    |      |   |      |      |   |    |      |  
|----------------------------------- |  | ---- | -- | ---- | - | ---- | ---- | - | -- | ---- | -
|U.S.                                |  | 2001 |    | 2000 |   | 1999 |     
|                                    |  |      |    |      |   |     
|Service cost                        |  |      | $  | 9    |   | $    | 8    |   | $  | 10   |  
|Interest cost                       |  |      |    | 88   |   |      | 91   |   |    | 87   |  
|Expected return on plan assets      |  |      |    | (98  | ) |      | (127 | ) |    | (125 | )
|Recognized actuarial loss/(gain)    |  |      |    | 18   |   |      | (2   | ) |    | 5    |  
|Recognized prior service cost       |  |      |    | 2    |   |      | 2    |   |    | 2    |  
|                                    |  |      |    |      |   |     
|Total pension expense/(income)      |  |      | $  | 19   |   | ($   | 28   | ) | ($ | 21   | )
|                                    |  |      |    |      |   |     
|                                   
|Non-U.S.                            |  |     
|Service cost                        |  |      | $  | 27   |   | $    | 28   |   | $  | 29   |  
|Interest cost                       |  |      |    | 132  |   |      | 136  |   |    | 141  |  
|Expected return on plan assets      |  |      |    | (227 | ) |      | (227 | ) |    | (220 | )
|Recognized actuarial loss           |  |      |    | 3    |   |      | 2    |   |    | 3    |  
|Cost attributable to plant closings |  |      |    |      | 3 |      |      | 2 |   
|                                    |  |      |    |      |   |     
|Total pension income                |  |      | ($ | 65   | ) | ($   | 58   | ) | ($ | 45   | )
|                                    |  |      |    |      |   |     

Additional pension expense of $4, $5 and $6 was recognized in 2001, 2000
and 1999, respectively, for non-Company sponsored plans.

The projected benefit obligation, accumulated benefit obligation and fair
value of plan assets for U.S. pension plans with accumulated benefit obligations in
excess of plan assets were $1,229, $1,203 and $844, respectively, as of December 31,
2001, and $1,133, $1,111 and $923, respectively, as of December 31, 2000.

The projected benefit obligation, accumulated benefit obligation and fair
value of plan assets for non-U.S. pension plans with accumulated benefit obligations in
excess of plan assets were $199, $181 and $94, respectively, as of December 31, 2001 and
$205, $187 and $102, respectively, as of December 31, 2000.

-49-

---

Crown Cork &  Seal Company, Inc.

Changes in the benefit obligations and plan assets for 2001 and 2000 were
as follows:

|                                                    |  |      |    |         |    |   |         |  
|--------------------------------------------------- |  | ---- | -- | ------- | -- | - | ------- | -
|Change in Benefit Obligation                        |  | 2001 |    | 2000    |   
|                                                    |  |      |    |        
|U.S.                                                |  |     
|Benefit obligation at January 1                     |  |      | $  | 1,198   |    | $ | 1,152   |  
|Service cost                                        |  |      |    | 9       |    |   | 8       |  
|Interest cost                                       |  |      |    | 88      |    |   | 91      |  
|Plan participants' contributions                    |  |      |    | 1       |    |   | 1       |  
|Amendments                                          |  |      |    | 1       |    |   | 2       |  
|Settlements                                         |  |      |    | (9      | ) 
|Special termination benefits                        |  |      |    | 5       |   
|Actuarial loss                                      |  |      |    | 60      |    |   | 66      |  
|Benefits paid                                       |  |      |    | (124    | )  |   | (122    | )
|                                                    |  |      |    |        
|Benefit obligation at December 31                   |  |      | $  | 1,229   |    | $ | 1,198   |  
|                                                    |  |      |    |        
|                                                   
|                                                    |  |      |    | 2001    |    |   | 2000    |  
|                                                    |  |      |    |        
|Non-U.S.                                            |  |     
|Benefit obligation at January 1                     |  |      | $  | 1,942   |    | $ | 1,997   |  
|Service cost                                        |  |      |    | 27      |    |   | 28      |  
|Interest cost                                       |  |      |    | 132     |    |   | 136     |  
|Plan participants' contributions                    |  |      |    | 7       |    |   | 8       |  
|Curtailments                                        |  |      |    |         | 1  |  
|Actuarial loss                                      |  |      |    | 10      |    |   | 39      |  
|Benefits paid                                       |  |      |    | (104    | )  |   | (107    | )
|Foreign currency exchange rate changes              |  |      |    | (59     | )  |   | (160    | )
|                                                    |  |      |    |        
|Benefit obligation at December 31                   |  |      | $  | 1,955   |    | $ | 1,942   |  
|                                                    |  |      |    |        
|                                                   
|Change in Plan Assets                               |  |      |    | 2001    |    |   | 2000    |  
|                                                    |  |      |    |        
|U.S.                                                |  |     
|Fair value of plan assets at January 1              |  |      | $  | 1,009   |    | $ | 1,279   |  
|Actual return on plan assets                        |  |      |    | (131    | )  |   | (154    | )
|Employer contributions                              |  |      |    | 98      |    |   | 5       |  
|Plan participants' contributions                    |  |      |    | 1       |    |   | 1       |  
|Settlements                                         |  |      |    | (9      | ) 
|Benefits paid                                       |  |      |    | (124    | )  |   | (122    | )
|                                                    |  |      |    |        
|Fair value of plan assets at December 31            |  |      | $  | 844     |    | $ | 1,009   |  
|                                                    |  |      |    |        
|                                                   
|Plan assets less than benefit obligation            |  |      |    | ($  385 | )  |   | ($  189 | )
|Net transition obligation                           |  |      |    | 6       |    |   | 6       |  
|Unrecognized actuarial loss                         |  |      |    | 639     |    |   | 372     |  
|Unrecognized prior service cost                     |  |      |    | 16      |    |   | 16      |  
|                                                    |  |      |    |        
|Net amount recognized                               |  |      | $  | 276     |    | $ | 205     |  
|                                                    |  |      |    |        
|                                                   
|Amounts recognized in the balance sheet consist of: |  |     
|                                                   
|Prepaid benefit cost                                |  |      |    | $       | 24 |  
|Accrued benefit liability                           |  |      | ($ | 361     | )  |   | (191    | )
|Intangible asset                                    |  |      |    | 23      |    |   | 23      |  
|Accumulated other comprehensive income              |  |      |    | 614     |    |   | 349     |  
|                                                    |  |      |    |        
|Net amount recognized                               |  |      | $  | 276     |    | $ | 205     |  
|                                                    |  |      |    |        

-50-

---

Crown Cork &  Seal Company, Inc.

Additional minimum pension liabilities of $637 and $372 have been
recognized at December 31, 2001 and 2000, respectively.

|                                                    |  |      |   |       |   |   |       |  
|--------------------------------------------------- |  | ---- | - | ----- | - | - | ----- | -
|Change in Plan Assets                               |  | 2001 |   | 2000  |  
|                                                    |  |      |   |      
|Non-U.S.                                            |  |     
|Fair value of plan assets at January 1              |  |      | $ | 2,284 |   | $ | 2,251 |  
|Actual return on plan assets                        |  |      |   | (161  | ) |   | 283   |  
|Employer contributions                              |  |      |   | 20    |   |   | 21    |  
|Plan participants' contributions                    |  |      |   | 7     |   |   | 8     |  
|Benefits paid                                       |  |      |   | (104  | ) |   | (107  | )
|Foreign currency exchange rate changes              |  |      |   | (67   | ) |   | (172  | )
|                                                    |  |      |   |      
|Fair value of plan assets at December 31            |  |      | $ | 1,979 |   | $ | 2,284 |  
|                                                    |  |      |   |      
|                                                   
|Plan assets in excess of benefit obligation         |  |      | $ | 24    |   | $ | 342   |  
|Unrecognized actuarial loss                         |  |      |   | 473   |   |   | 77    |  
|Unrecognized prior service cost                     |  |      |   | 9     |   |   | 11    |  
|                                                    |  |      |   |      
|Net amount recognized                               |  |      | $ | 506   |   | $ | 430   |  
|                                                    |  |      |   |      
|                                                   
|Amounts recognized in the balance sheet consist of: |  |     
|                                                   
|Prepaid benefit cost                                |  |      | $ | 565   |   | $ | 502   |  
|Accrued benefit liability                           |  |      |   | (117  | ) |   | (122  | )
|Intangible asset                                    |  |      |   | 7     |   |   | 8     |  
|Accumulated other comprehensive income              |  |      |   | 51    |   |   | 42    |  
|                                                    |  |      |   |      
|Net amount recognized                               |  |      | $ | 506   |   | $ | 430   |  
|                                                    |  |      |   |      

Additional minimum pension liabilities of $58 and $50 have been
recognized at December 31, 2001 and 2000, respectively. An obligation for
special termination benefits was recorded in 2001 related to the closure of a
U.S. food can plant. Settlements in 2001 occurred in the Companys
supplemental executive retirement plan.

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

|U.S.                     |  |  |  | 2001  |  |  | 2000  |  |  | 1999  | 
|------------------------ |  |  |  | ----- |  |  | ----- |  |  | ----- | 
|                         |  |  |  |       |  | 
|Discount rate            |  |  |  | 7.3%  |  |  | 7.8%  |  |  | 8.3%  | 
|Compensation increase    |  |  |  | 3.5%  |  |  | 3.5%  |  |  | 3.5%  | 
|Long-term rate of return |  |  |  | 10.0% |  |  | 10.5% |  |  | 10.8% | 
|                         |  | 
|Non-U.S.                 |  | 
|Discount rate            |  |  |  | 6.5%  |  |  | 7.2%  |  |  | 7.2%  | 
|Compensation increase    |  |  |  | 4.4%  |  |  | 5.2%  |  |  | 5.1%  | 
|Long-term rate of return |  |  |  | 10.5% |  |  | 10.5% |  |  | 11.0% | 

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

-51-

---

Crown Cork &  Seal Company, Inc.

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

|                                    |  |  |   | 2001 |   |   | 2000 |   |   | 1999 |  
|----------------------------------- |  |  | - | ---- | - | - | ---- | - | - | ---- | -
|                                    |  |  |   |      |   |  
|Service cost                        |  |  | $ | 5    |   | $ | 4    |   | $ | 4    |  
|Interest cost                       |  |  |   | 47   |   |   | 45   |   |   | 41   |  
|Recognized prior service cost       |  |  |   | (1   | ) |   | (2   | ) |   | (1   | )
|Loss attributable to plant closings |  |  |   | 2    |   |   |      | 1 |  
|                                    |  |  |   |      |   |  
|Net periodic benefit cost           |  |  | $ | 53   |   | $ | 47   |   | $ | 45   |  
|                                    |  |  |   |      |   |  

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

|                                       |  |      |   |      |   |   |     |  
|-------------------------------------- |  | ---- | - | ---- | - | - | --- | -
|                                       |  | 2001 |   | 2000 |  
|                                       |  |      |   |     
|Benefit obligations at January 1       |  |      | $ | 633  |   | $ | 571 |  
|Service cost                           |  |      |   | 5    |   |   | 4   |  
|Interest cost                          |  |      |   | 47   |   |   | 45  |  
|Special termination benefits           |  |      |   | 3    |  
|Actuarial loss                         |  |      |   | 48   |   |   | 71  |  
|Benefits paid                          |  |      |   | (58  | ) |   | (56 | )
|Foreign currency exchange rate changes |  |      |   | (1   | ) |   | (2  | )
|                                       |  |      |   |     
|Benefit obligation at December 31      |  |      |   | 677  |   |   | 633 |  
|Unrecognized actuarial loss            |  |      |   | (109 | ) |   | (61 | )
|Unrecognized prior service cost        |  |      |   | 5    |   |   | 7   |  
|                                       |  |      |   |     
|Net amount recognized                  |  |      | $ | 573  |   | $ | 579 |  
|                                       |  |      |   |     

Special termination benefits were incurred in 2001 for the closing of a
U.S. food can plant.

The health care accumulated postretirement benefit obligation
was determined at December 31, 2001 and 2000 using health care trend rates of
8.5% and 8.6%, respectively, decreasing to 4.9% over seven years and eight
years, respectively. The assumed long-term rate of compensation increase used
for life insurance was 3.5% at both December 31, 2001 and 2000. The discount
rate was 7.2% and 7.7% at December 31, 2001 and 2000, respectively. Changing the
assumed health care cost trend rate by one percentage point in each year would
change the accumulated postretirement benefit obligation by $46 and the total of
service and interest cost by $4.

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 up to 1.5% of a participants
compensation.

Employee Stock Purchase Plan.The Company sponsors an
Employee Stock Purchase Plan which covers all domestic employees with one or
more years of service who are non-officers and non-highly compensated as defined
by the Internal Revenue Code. Eligible participants contribute 85% of the
quarter-ending market price towards the purchase of each common share. The
Companys contribution is equivalent to 15% of the quarter-ending market
price. Total shares purchased under the plan in 2001 and 2000 were 606,657 and
218,351, respectively, and the Companys contributions were less than $1 in
both years.

---

-52-

---

Crown Cork &  Seal Company, Inc.

W. Income Taxes

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

|                                                                    |  |  |    | 2001 |   |    | 2000 |   |    | 1999 |  
|------------------------------------------------------------------- |  |  | -- | ---- | - | -- | ---- | - | -- | ---- | -
|                                                                    |  |  |    |      |   |   
|U.S.                                                                |  |  | ($ | 372  | ) | ($ | 398  | ) | ($ | 35   | )
|Foreign                                                             |  |  |    | (72  | ) |    | 181  |   |    | 344  |  
|                                                                    |  |  |    |      |   |   
|                                                                    |  |  | ($ | 444  | ) | ($ | 217  | ) | $  | 309  |  
|                                                                    |  |  |    |      |   |   
|                                                                   
|The provision/(benefit) for income taxes consists of the following:
|                                                                   
|Current tax provision:                                              |  | 
|U.S. Federal                                                        |  |  |    |      |   | $  | 1    |   | $  | 19   |  
|State and foreign                                                   |  |  | $  | 48   |   |    | 37   |   |    | 47   |  
|                                                                    |  |  |    |      |   |   
|                                                                    |  |  |    | 48   |   |    | 38   |   |    | 66   |  
|                                                                    |  |  |    |      |   |   
|                                                                   
|Deferred tax provision:                                             |  | 
|U.S. Federal                                                        |  |  |    | 452  |   |    | (128 | ) |    | 14   |  
|State and foreign                                                   |  |  |    | 28   |   |    | 32   |   |    | 25   |  
|                                                                    |  |  |    |      |   |   
|                                                                    |  |  |    | 480  |   |    | (96  | ) |    | 39   |  
|                                                                    |  |  |    |      |   |   
|Total                                                               |  |  | $  | 528  |   | ($ | 58   | ) | $  | 105  |  
|                                                                    |  |  |    |      |   |   

Prior to the fourth quarter of 2001, the Company considered it
more likely than not that its U.S. deferred tax assets would be fully realized
though income from operations and certain contemplated transactions, including
asset divestitures and a debt restructuring. Due to declining U.S. profits, the
inability to consummate the contemplated transactions in 2001, and the
uncertainty as to the prospects for future success of any such transactions, the
Company determined that it was not likely that the tax assets would be realized
in the foreseeable future. Accordingly, during the fourth quarter of 2001, the
Company established a valuation allowance of $659 to fully reserve its net U.S.
deferred tax assets as of December 31, 2001. This allowance included a charge of
$452 as shown in the table above for pre-2001 deferred tax assets, $114 for
benefits not recognized on current-year losses, and $93 for the deferred tax on
the current year addition to the minimum pension liability. The federal
provision of $452 included a charge of $122 for deferred tax assets that were
set up for prior years additional minimum pension liability. In the event
that the minimum pension liability is substantially eliminated in future
periods, the Company will recognize an income tax benefit of $122.

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

|                                          |  |  |  | 2001   |    |  | 2000  |   |  | 1999  |  
|----------------------------------------- |  |  |  | ------ | -- |  | ----- | - |  | ----- | -
|                                          |  |  |  |        |    | 
|U.S. statutory rate                       |  |  |  | 35.0   | %  |  | 35.0  | % |  | 35.0  | %
|Non-U.S. operations at different rates    |  |  |  | 3.2    |    |  | 10.6  |   |  | (10.4 | )
|Effect of non-U.S. statutory rate changes |  |  |  | .5     |    |  |       |   |  | (1.9  | )
|Acquisition of goodwill                   |  |  |  | (8.9   | )  |  | (18.7 | ) |  | 13.9  |  
|Valuation allowance                       |  |  |  | (132.5 | )  |  | (.1   | ) |  | (2.9  | )
|Impairment loss on African subsidiaries   |  |  |  | (16.1  | ) 
|Other items, net                          |  |  |  | (.1    | )  |  | (.1   | ) |  | .3    |  
|                                          |  |  |  |        |    | 
|Effective income tax rate                 |  |  |  | (118.9 | )% |  | 26.7  | % |  | 34.0  | %
|                                          |  |  |  |        |    | 

The valuation allowance caption for 2001 includes the charge to
fully reserve the Companys net U.S. deferred tax assets and for 2000 and
1999 includes a benefit for the reduction of reserves for tax contingencies,
offset by a net charge for valuation allowance adjustments. The impairment loss
on African subsidiaries caption

-53-

---

Crown Cork &  Seal Company, Inc.

includes the non-deductible write-off of goodwill and accumulated foreign
currency translation adjustments. Further information on this impairment loss is included
in Note N to the consolidated financial statements.

The Company paid taxes (net of refunds) of $54, $43 and $47 in
2001, 2000 and 1999, respectively.

The components of deferred tax assets and liabilities at
December 31, were:

|                                           |  | 2001  |   | 2000      |    
|------------------------------------------ |  | ----- | - | --------- | ---
|                                           |  |       |   |          
|                                           |  | Asset |   | Liability |    
|                                           |  |       |   |           |    
|                                           |  |       |   |           |    
|Depreciation                               |  |       |   | $         | 303
|Tax loss and credit carryforwards          |  |       | $ | 428       |    
|Postretirement and postemployment benefits |  |       |   | 203       |    
|Pensions                                   |  |       |   |           | 23 
|Asbestos                                   |  |       |   | 121       |    
|Inventories                                |  |       |   |           | 14 
|Accruals and other                         |  |       |   | 126       |    
|                                           |  |       |   |           |    
|                                           |  |       |   | 878       |    
|Valuation allowance                        |  |       |   | (766      | )  
|                                           |  |       |   |           |    
|                                           |  |       | $ | 112       |    
|                                           |  |       |   |           |    

Prepaid expenses and other current assets included $12 and $17 of
deferred tax assets at December 31, 2001 and 2000, respectively.

Carryforwards of $35 expire over the next five years; $291 expire in
years six through twenty; and $102 can be utilized over an indefinite period.

The valuation allowance of $766 included $58 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 $816 and $848 as
of December 31, 2001 and 2000, respectively. Management has no plans to distribute such
earnings in the foreseeable future.

---

X. 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.

-54-

---

Crown Cork &  Seal Company, Inc.

The tables below present information about reportable segments for the
years ended December 31, 2001, 2000 and 1999:

|                                |  | December 31, 2001 |  
|------------------------------- |  | ----------------- | -
|                                |  | Americas          |  
|                                |  |                   |  
|External sales                  |  |                   | $
|Depreciation & amortization     |  |                   |  
|Provision for asbestos          |  |                   |  
|Provision for restructuring     |  |                   |  
|Provision for asset impairments |  |                   |  
|Segment income/(loss)           |  |                   |  
|Capital expenditures            |  |                   |  
|Equity investments              |  |                   |  
|Deferred tax assets             |  |                   |  
|Segment assets                  |  |                   |  
|                                |  |                  
|                               

|                                |  | December 31, 2000 |  
|------------------------------- |  | ----------------- | -
|                                |  | Americas          |  
|                                |  |                   |  
|External sales                  |  |                   | $
|Depreciation & amortization     |  |                   |  
|Provision for asbestos          |  |                   |  
|Provision for restructuring     |  |                   |  
|Provision for asset impairments |  |                   |  
|Segment income/(loss)           |  |                   |  
|Capital expenditures            |  |                   |  
|Equity investments              |  |                   |  
|Deferred tax assets             |  |                   |  
|Segment assets                  |  |                   |  
|                               
|                               

|                            |  | December 31, 1999 |  
|--------------------------- |  | ----------------- | -
|                            |  | Americas          |  
|                            |  |                   |  
|External sales*             |  |                   | $
|Depreciation & amortization |  |                   |  
|Provision for asbestos      |  |                   |  
|Provision for restructuring |  |                   |  
|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, 2001, 2000 and 1999 is as follows:

|                                     |  |      |   |       |   |      |       |   |   |     |  
|------------------------------------ |  | ---- | - | ----- | - | ---- | ----- | - | - | --- | -
|INCOME                               |  | 2001 |   | 2000  |   | 1999 |      
|                                     |  |      |   |       |   |     
|Segment income                       |  |      | $ | 1     |   | $    | 165   |   | $ | 646 |  
|Interest expense                     |  |      |   | 455   |   |      | 393   |   |   | 367 |  
|Interest income                      |  |      |   | (18   | ) |      | (20   | ) |   | (25 | )
|(Gain)/loss on sale of assets        |  |      |   | (2    | ) |      | 1     |   |   | (18 | )
|Translation and exchange adjustments |  |      |   | 10    |   |      | 8     |   |   | 13  |  
|                                     |  |      |   |       |   |     
|Income/(loss) before income taxes    |  |      |   | ($444 | ) |      | ($217 | ) | $ | 309 |  
|                                     |  |      |   |       |   |     

-55-

---

Crown Cork &  Seal Company, Inc.

For the years ended December 31, 2001, 2000 and 1999, no one customer
accounted for more than 10% of the Company's consolidated net sales.

Sales for major products were:

|                             |  |      |   |       |  |      |       |  |   |       | 
|---------------------------- |  | ---- | - | ----- |  | ---- | ----- |  | - | ----- | 
|PRODUCTS                     |  | 2001 |   | 2000  |  | 1999 |      
|                             |  |      |   |       |  |     
|Metal beverage cans and ends |  |      | $ | 2,349 |  | $    | 2,339 |  | $ | 2,461 | 
|Metal food cans and ends     |  |      |   | 2,057 |  |      | 2,135 |  |   | 2,489 | 
|Other metal packaging        |  |      |   | 1,171 |  |      | 1,243 |  |   | 1,381 | 
|Plastic packaging            |  |      |   | 1,550 |  |      | 1,495 |  |   | 1,508 | 
|Other products               |  |      |   | 60    |  |      | 77    |  |   | 159   | 
|                             |  |      |   |       |  |     
|Consolidated net sales*      |  |      | $ | 7,187 |  | $    | 7,289 |  | $ | 7,998 | 
|                             |  |      |   |       |  |     

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 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.
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

-56-

---

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 and diluted  
|Dividends***       
|Average common     
|shares             
|outstanding:       
|Basic              
|Diluted            
|                   
|                   
|Common stock       
|price range:****   
|High               
|Low                
|Close              
|                   
|                   

| |  | Diluted
earnings per share for 2001 and 2000 are the same as basic because common stock
equivalents, including stock options and convertible preferred stock, were not material
or inclusion in the calculations would have been anti-dilutive. For further details see
Note U to the consolidated financial statements.
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

|*** |  | No
cash dividends were paid in 2001.
|--- |  | ------------------------------------

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

|(1) |  | Includes
net pre-tax restructuring charges of $2 ($1 after taxes or $.01 per share).
|--- |  | ------------------------------------------------------------------------------------

|(2) |  | Includes
an after-tax credit of $4 or $.03 per share for the cumulative effect of a change in
accounting. Excluding the impact of a change in accounting and the restructuring charges
in (1) above, net loss was $49 or $.39 per share. See Notes A and M for additional
details.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) |  | Includes
pre-tax impairment charges of $4 ($3 after taxes or $.02 per share) and a net
restructuring credit of $1. Net income, after excluding the impairment charges, net
restructuring credit and a gain on the sale of assets of $1 ($1 after-tax or $.01 per
share) was $6. Earnings per share was unchanged.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) |  | Includes
pre-tax restructuring charges of $47.
|--- |  | ----------------------------------------------

|(5) |  | Includes
after-tax charges for (i) asset impairments of $207 or $1.65 per share, from the
announced sale of certain African operations to Nampak Ltd., (ii) restructuring
activities of $46 or $.37 per share, (iii) a provision for asbestos of $51 or $.41 per
share and (iv) a gain on the sale of assets of $1 or $.01 per share along with tax
charges of $510 or $4.06 per share to increase the valuation allowance associated with
net U.S. deferred tax assets. Excluding the impact of these adjustments, net loss was
$105 or $.84 per share. See Notes L, M and N for additional details.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(6) |  | Includes
restructuring charges of $51 and a bad debt provision of $20 for a food can customer in
bankruptcy proceedings.
|--- |  | ------------------------------------------------------------------------------------------------------------------------

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Crown Cork &  Seal Company, Inc.

|(7) |  | Includes
after-tax charges for (i) restructuring activities of $36 or $.28 per share, (ii) asset
impairments of $19 or $.15 per share and (iii) a bad debt provision of $13 or $.10 per
share referred to in (6) above. Excluding the impact of the restructuring and impairment
charges and the bad debt provision, net income was $64 or $.50 per share. See Notes D, M
and N for additional details.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(8) |  | Includes
pre-tax bad debt provision of $35 ($23 after-tax or $.18 per 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 share. See Notes D and M for further details.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(9) |  | Includes
after-tax charges for asbestos of $166 or $1.32 per share, and a loss on the sale of
assets of $1 or $.01 per share. Excluding the impact of these items, and the bad debt
provision and restructuring adjustment in (8), net loss was $46 or $.37 per share. See
Note L for further details.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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Crown Cork &  Seal Company, Inc.

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES

|                                                                                                                   
|-------------------------------------------------------------------------------------------------------------------
|COLUMN A                                                                                                           
|                                                                                                                   
|Description                                                                                                        
|                                                                                                                   
|                                                                                                                   
|For the Year Ended December 31, 2001                                                                               
|                                                                                                                   
|Allowances deducted fromassets to which they apply:                                                                
|                                                                                                                   
|Trade accounts receivable                                                                                          
|                                                                                                                   
|Deferred tax assets                                                                                                
|                                                                                                                   
|                                                                                                                   
|* Includes $452 for pre-2001 U.S. deferred tax assets and $114
for tax benefits not recognized on 2001 U.S. losses.

|                                                                                                                                                |  |     |  |    |    |  |  |    |  |     | 
|----------------------------------------------------------------------------------------------------------------------------------------------- |  | --- |  | -- | -- |  |  | -- |  | --- | 
|For the Year Ended December 31, 2000                                                                                                           
|                                                                                                                                               
|Allowances deducted fromassets to which they apply:                                                                                             | 
|                                                                                                                                               
|Trade accounts receivable                                                                                                                       |  | 48  |  | 74 | ** |  |  | 6  |  | 116 | 
|                                                                                                                                               
|Deferred tax assets                                                                                                                             |  | 146 |  | (7 | )  |  |  | 35 |  | 104 | 
|                                                                                                                                               
|                                                                                                                                               
|** 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                           |  | 45 |  | 18 |  |    |  | 15 |  | 48  | 
|                                                   
|Deferred tax assets                                 |  | 94 |  | 18 |  | 38 |  | 4  |  | 146 | 
|                                                   

ITEM 9.   DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

-59-

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Crown Cork &  Seal Company, Inc.

PART III

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 22, 2002, 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     | 56  | Chairman of the Board, President
|                   |     | and Chief Executive Officer     
|                  
|Alan W. Rutherford | 58  | Vice Chairman of the Board,     
|                   |     | Executive Vice President and    
|                   |     | Chief Financial Officer         
|                  
|William R. Apted   | 54  | Executive Vice President and    
|                   |     | President-European Division     
|                  
|Frank J. Mechura   | 59  | Executive Vice President and    
|                   |     | President-Americas Division     
|                  
|William H. Voss    | 56  | Executive Vice President and    
|                   |     | President-Asia-Pacific Division 
|                  
|Timothy J. Donahue | 39  | Senior Vice President - Finance 
|                  
|Thomas A. Kelly    | 42  | Vice President and Corporate    
|                   |     | Controller                      

ITEM 11. EXECUTIVE COMPENSATION

The information set forth on pages 8 through 14 of the
Companys Proxy Statement dated March 22, 2002, 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 22, 2002, in the
sections entitled Proxy Statement-Meeting, April 25, 2002 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 22, 2002, in the
section entitled Election of Directors and is incorporated herein by
reference.

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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 26 through 56 of this Report).
| | --------------------------------------------------------------------------------------------------

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

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

| | II.- Valuation
and Qualifying Accounts and Reserves (see page 59 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 March 31, 2001 (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 | Amendment and Restatement dated as of
February 4, 2002, to and in respect of the Credit Agreement dated as of
February 4, 1997, as previously amended and restated on March 2, 2001,
among the Registrant, the Subsidiary Borrowers
referred to therein, the Lenders referred to therein and JP Morgan Chase Bank, as
Administrative 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 (incorporated by
reference to Exhibit 4.n of the Registrants Annual Report on Form 10-K for the year
ended December 31, 2000 (File No. 1-2227)).
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 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 Agent
(incorporated by reference to Exhibit 4.0 of the Registrants Annual Report on Form
10-K for the year ended December 31, 2000 (File No. 1-2227)).
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 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 Agent (incorporated by
reference to Exhibit 4.p of the Registrants Annual Report on Form 10-K for the year
ended December 31, 2000 (File No. 1-2227)).
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 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 Agent (incorporated by
reference to Exhibit 4.q of the Registrants Annual Report on Form 10-K for the year
ended December 31, 2000 (File No. 1-2227)).
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 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 Agent
(incorporated by reference to Exhibit 4.r of the Registrants Annual Report on Form
10-K for the year ended December 31, 2000 (File No. 1-2227)).
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 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)).
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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Crown Cork & Seal Company, Inc.

| | 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)).
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 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. | Receivables
Purchase Agreement dated as of January 26, 2001, as amended and restated as of May 7,
2001, among Crown Cork &Seal Receivables (DE) Corporation, as Seller, Crown Cork &Seal
Company (USA), Inc., as Servicer, the banks and other financial institutions partly
thereto, as Purchasers, and Citibank, N.A., as the Agent (incorporated by reference to
Exhibit 10.a of the Registrants Quarterly Report on Form 10-Q for the quarter ended
June 30, 2001 (File No. 1-2227)).
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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Crown Cork & Seal Company, Inc.

| | 10.b. | Receivables
Contribution and Sale Agreement dated as of January 26, 2001, as amended and restated as
of May 7, 2001, among Crown Cork & Seal Company (USA), Inc., Constar, Inc., Risdon-AMS
(USA) Inc., Zeller Plastiks, Inc., and Crown Cork & Seal Canada Inc., as Sellers, Crown
Cork & Seal Receivables (DE) Corporation, as Buyer, and Crown Cork & Seal Company (USA),
Inc., as the Buyer's Servicer (incorporated by reference to Exhibit 10.b of the
Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2001 (File No.
1-2227)).
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.c. | Undertaking
Agreement dated as of January 26, 2001, as amended and restated as of May 7, 2001, made
by Crown Cork &Seal Company, Inc., as the Parent, in favor of the Purchasers referred
to therein and Citibank, as Agent (incorporated by reference to Exhibit 10.c of the
Registrants Quarterly Report on Form 10-Q for the quarter ended June 30, 2001 (File
No. 1-2227)).
| | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.d. | Amendment to Receivables Purchase Agreement
dated as of June 8, 2001, among Crown Cork & Seal Receivables (DE) Corporation,
Crown Cork & Seal Company (USA), Inc., the banks and other financial
institutions party thereto as the Initial Purchasers and Citibank, N.A. as
administrative agent.
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.e | Employment
Contracts:
| | ---- | ---------------------

| | (1) | Employment
contract between Crown Cork & Seal Company, Inc. and John W. Conway dated January 3, 2000
Agent (incorporated by reference to Exhibit 10.a.2 of the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1999 (File No. 1-2227)).
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | Employment
contract between Crown Cork & Seal Company, Inc. and Alan W. Rutherford dated January 3,
2000 (incorporated by reference to Exhibit 10.a.3 of the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1999 (File No. 1-2227)).
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (3) | Employment
contract between Crown Cork & Seal Company, Inc. and William J. Avery dated January 3,
2000 (incorporated by reference to Exhibit 10.a.1 of the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1999 (File No. 1-2227)).
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.f | Retirement
Agreement, dated January 4, 2001, between Crown Cork & Seal Company, Inc. and William J.
Avery (incorporated by reference to Exhibit 10.a of the Registrant's Quarterly Report on
Form 10-Q for the quarter ended March 31, 2001 (File No. 1-2227)).
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.g | Consulting
Agreement, dated February 22, 2001, between Crown Cork & Seal Company, Inc. and William J.
Avery (incorporated by reference to Exhibit 10.b of the Registrant's Quarterly Report on
Form 10-Q for the quarter ended March 31, 2001 (File No. 1-2227)).
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.h | Form
of Restricted Stock Agreement, dated March 15, 2000 and entered into by Messrs. Avery,
Conway and Rutherford (incorporated by reference to Exhibit 10.d of the Registrants
Annual Report on Form 10-K for the year ended December 31, 1999 (File No. 1-2227)).
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.i | 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.j | 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.k | 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.l | 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)).
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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Crown Cork & Seal Company, Inc.

| | 10.m | 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.n | 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.o | 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.p | 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.q | Crown
Cork & Seal Company, Inc. 2001 Stock-Based Incentive Plan, dated as of February 22, 2001
(incorporated by reference to the Registrant's Definitive Proxy Statement on Schedule
14A, filed with the Securities and Exchange Commission on March 27, 2001 (File No.
1-2227)).
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.r | 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.s | 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.t | 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).
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Exhibits 10.e
through 10.s, 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
November 20, 2001 the Registrant filed a Current Report Form 8-K for the following event:
| | --------------------------------------------------------------------------------------------

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

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

| | that
on November 20, 2001, the Company issued a news release announcing that it intended to
delist its shares from the Paris Stock Exchange (Bourse) due to consistently low trading
volumes. The action was to be effective on December 27, 2001.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

-65-

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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 27, 2002 |     |                                                       
|      |                | 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 date indicated above:

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