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                                                       UNITED STATES
                                             SECURITIES AND EXCHANGE COMMISSION
                                                   Washington, D.C. 20549

                                                          FORM 10-K

                                      Annual Report Pursuant to Section 13 or 15(d) of
                                             The Securities Exchange Act of 1934

                                         For the fiscal year ended December 31, 2003

                                             Commission File Number 333-53276

                                                   U.S. Can Corporation
                                  (Exact Name Of Registrant As Specified In Its Charter)



                         Delaware
06-1094196
      (State or other jurisdiction of                                                 (I.R.S. Employer Identification No.)
      incorporation or organization)


700 East Butterfield Road, Suite 250, Lombard, Illinois                                               60148
(Address of principal executive offices)                                                           (Zip code)

                             Registrant's telephone number, including area code (630) 678-8000

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: None

         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 (the "Exchange Act") during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
                                                      Yes |X| No |_|

         Indicate  by check mark 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.
                                                      Yes |X| No |_|

         Indicate by check mark whether the  registrant is an  accelerated  filer (as defined in Rule 12b-2 of the Exchange
Act).
                                                      Yes |_| No |X|

         As of March 15, 2004, 53,333.333 shares of Common Stock were outstanding.


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                                                     TABLE OF CONTENTS

                                                                                                                    Page
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                                                          PART I

Item 1.          Business....................................................................................          2
Item 2.          Properties..................................................................................         10
Item 3.          Legal Proceedings...........................................................................         11
Item 4.          Submission of Matters to a Vote of Security Holder..........................................         11

                                                          PART II

Item 5.          Market for Common Equity and Related Stockholder Matters....................................         12
Item 6.          Selected Financial Data.....................................................................         13
Item 7.          Management's Discussion and Analysis of Financial
                   Condition and Results of Operations.......................................................         14
Item 7A.         Quantitative and Qualitative Disclosures About Market Risk..................................         24
Item 8.          Financial Statements and Supplementary Data.................................................         25
Item 9.          Changes in and Disagreements With Accountants on Accounting
                   and Financial Disclosure..................................................................         67
Item 9A.         Controls and Procedures.....................................................................         67

                                                         PART III

Item 10.         Directors and Executive Officers of the Registrant..........................................         68
Item 11.         Executive Compensation......................................................................         71
Item 12.         Security Ownership of Certain Beneficial Owners and Management..............................         75
Item 13.         Certain Relationships and Related Transactions..............................................         77
Item 14.         Principal Accountant Fees and Services......................................................         79

                                                          PART IV

Item 15.         Exhibits, Financial Statement Schedules, and Reports on Form 8-K............................         80



                                         INCLUSION OF FORWARD-LOOKING INFORMATION

         Certain  statements  in this  report  constitute  "forward-looking  statements"  within the meaning of the federal
securities  laws. Such statements  involve known and unknown risks and  uncertainties  which may cause the Company's actual
results,  performance or  achievements  to be materially  different than any future  results,  performance or  achievements
expressed or implied in this report.  By way of example and not  limitation  and in no  particular  order,  known risks and
uncertainties  include general  economic and business  conditions;  the Company's  substantial debt and ability to generate
sufficient cash flows to service its debt; the Company's  compliance with the financial  covenants contained in its various
debt  agreements;  changes  in  market  conditions  or  product  demand;  the  level  of cost  reduction  achieved  through
restructuring and capital  expenditure  programs;  changes in raw material costs and  availability;  downward selling price
movements;  currency and interest  rate  fluctuations;  increases  in the  Company's  leverage;  the  Company's  ability to
effectively  integrate  acquisitions;  changes in the Company's business strategy or development plans; the timing and cost
of plant  closures;  the success of new  technology;  and  increases in the cost of compliance  with laws and  regulations,
including  environmental  laws and  regulations.  In light of these and other risks and  uncertainties,  the inclusion of a
forward-looking  statement  in this  report  should not be  regarded as a  representation  by the  Company  that any future
results, performance or achievements will be attained.






                                                          PART I

ITEM 1.  BUSINESS

General

         U.S. Can Corporation,  incorporated in Delaware in 1983,  through its wholly owned  subsidiary,  United States Can
Company,  is a leading  manufacturer  by volume of steel  containers  for  personal  care,  household,  automotive,  paint,
industrial and specialty  products in the United States and Europe, as well as plastic  containers in the United States and
food cans in Europe. We have  long-standing  relationships with many well-known  consumer products and paint  manufacturers
in  the  United  States  and  Europe,  including  Reckitt  Benckiser,   Sherwin  Williams,  S.C.  Johnson  and  CCL  Custom
Manufacturing.  We also produce  seasonal holiday tins sold by mass  merchandisers.  References in this report include U.S.
Can Corporation (the  "Corporation" or "U.S. Can"), its wholly owned subsidiary,  United States Can Company ("United States
Can"),  and United  States Can's  subsidiaries  (the  "Subsidiaries").  References in this report to "the  Company",  "we",
"us", or "our" refer to U.S. Can Corporation and all of its subsidiaries as a combined entity.

         Based on sales volume of steel aerosol  cans, we hold the number one market  position in the United States and the
number two market  position  in Europe.  In  addition,  we hold the number two market  position in paint cans in the United
States,  by unit volume. We attribute our market leadership to our ability to consistently  provide  high-quality  products
and service at competitive prices,  while continually  improving our product-related  technologies.  The references in this
report to market  positions or market share are based on information  derived from annual reports,  trade  publications and
management  estimates that the Company  believes to be reliable.  For financial  information  about  business  segments and
geographic areas, refer to Note (15) to the Consolidated Financial Statements.

Business Segments

         We have four  business  segments:  Aerosol  Products;  International  Operations;  Paint,  Plastic & General  Line
Products; and Custom & Specialty Products.

   Aerosol Products

         As the largest producer of steel aerosol cans in the United States by sales volume,  we have a leading position in
all of the major aerosol consumer product lines,  including personal care,  household,  automotive and spray paint cans. We
offer a wide  range of steel  aerosol  containers  that  enhance  our  customers'  product  offerings,  including  stylized
necked-in cans and  barrier-pack  cans used for products that cannot be mixed with a propellant,  such as shaving gel. Most
of the aerosol cans that we produce  employ a  lithography  process that  consists of printing our  customers'  designs and
logos on the cans.

         Steel aerosol cans manufactured in the U.S.  represent our largest business segment,  accounting for approximately
43.7%,  45.7%  and  43.3%  of our  total  net  sales in  2003,  2002 and  2001,  respectively.  In  2003,  we  manufactured
approximately 53% of the steel aerosol containers produced in the United States.

   International Operations

         Our international  operations  primarily  produce steel aerosol cans for the European market.  Based on management
estimates,  we  manufactured  approximately  30% of the steel aerosol cans produced in Europe in 2003. We also supply steel
aerosol cans to customers in Latin America  through  Formametal  S.A.,  our  Argentinean  joint  venture.  In addition,  we
participate in the metal food  packaging  market  through our  wholly-owned  subsidiary,  May  Verpackungen  GmbH & Co., KG
("May"),  a leading European food can producer with more than 30% of the German food can market,  by sales volume (based on
management  estimates).  May has  long-term  relationships  with several  leading  consumer  products  companies in Europe,
including Mars and Nestle.

         International  Operations  represents our second largest business  segment,  accounting for  approximately  34.9%,
30.3% and 29.7% of our total net sales in 2003, 2002 and 2001, respectively.

   Paint, Plastic & General Line Products

         Our primary Paint,  Plastic & General Line products  include steel paint and coating  containers,  oblong cans for
products such as turpentine and charcoal lighter fluid,  plastic pails and drums for industrial  products,  such as spackle
and dry wall compounds,  and consumer products,  such as swimming pool chemicals and paint.  Management estimates that U.S.
Can is second in market share in the United States, on a unit volume basis, in steel round and general line containers.

         Our Paint,  Plastic & General Line products  accounted for approximately  14.5%,  15.1% and 16.9% of our total net
sales in 2003,  2002 and 2001,  respectively.  We hold the  number two market  position  in the United  States in the steel
paint can market.

   Custom & Specialty Products

         We also have a  significant  presence  in the Custom &  Specialty  market,  offering  a wide range of  decorative,
hermetic and specialty  steel  products.  Our primary  products  include  functional  and decorative  containers,  tins and
collectible  items that are  typically  produced  in smaller  quantities  than our other  products.  Examples  of  products
packaged  with our  containers  include  holiday tins sold by mass  merchandisers,  infant  formula  packaging and tins for
compact discs.

         Custom & Specialty products accounted for approximately  7.0%, 8.9% and 10.0% of our total net sales in 2003, 2002
and 2001, respectively.

Customers and Sales Force

         As of December 31, 2003, we had approximately  5,200 customers,  with our largest customer  accounting for 6.7% of
our total net sales in 2003.  To the extent  possible,  we enter into  one-year or multi-year  supply  agreements  with our
major customers.  Some of these agreements  specify the number of containers a customer will purchase (or the mechanism for
determining  such  number),  pricing,  volume  discounts  (if any) and, in the case of many of our domestic and some of our
international  multi-year  supply  agreements,  a provision  permitting us to pass through price increases in specified raw
material and other costs.

         We market our products primarily through a sales force comprised of inside and outside sales  representatives.  As
of December 31, 2003, we had 64 sales  representatives in the United States and 13 sales  representatives  in Europe.  Each
sales  representative  is responsible for growing sales in a specific  geographic region and is compensated by a salary and
a bonus based on sales volume targets.

Raw Materials

         Our principal raw materials are tin-plated  steel,  referred to as tin-plate,  and coatings and inks used to print
our  customers'  designs and logos onto  tin-plate.  Tin-plate  represents  our largest raw  material  cost.  Our  domestic
operations  purchase  tin-plate  principally  from domestic  steel  manufacturers,  with a smaller  portion  purchased from
foreign suppliers.  Our European  operations purchase tin-plate  principally from European suppliers.  Our largest domestic
steel suppliers are United States Steel,  Weirton Steel and Wheeling-Pitt,  while Corus, Arcelor and Rasselstein supply the
largest volume in Europe.

         Our  domestic and European  operations  purchase  approximately  400,000 tons of tin-plate  annually.  The Company
believes that adequate quantities of tin-plate will continue to be available from steel manufacturers,  however,  potential
seasonal  shortages may occur from domestic  suppliers as foreign sourcing is currently not available due to an increase in
steel requirements in other areas of the world.

         Tin-plate  prices have increased  slightly over the last five years.  While there is some  long-term  variability,
tin-plate  prices have generally been stable and price  increases have  historically  been announced  several months before
implementation.  This  stability has enhanced our ability to communicate  and negotiate  required  selling price  increases
with our customers and minimizes  fluctuations  of our gross  margins.  Many of our domestic and some of our  international
multi-year  supply  agreements with our customers  permit us to pass through  tin-plate price increases and, in some cases,
other raw  material  costs.  We did  experience  increases  in steel  costs in 2003 that we  believe  to be a result of the
tariffs  imposed in 2002 in the U.S.,  which  have since been  removed.  Additionally,  starting  in the fourth  quarter of
2003,  many domestic and foreign  steel  suppliers  began  experiencing  a shortage of coke, an important  component of the
steel-making  process.  The shortage is due to many factors,  which include the growing  Chinese steel market and a fire at
a coal mine in the U.S.  that  produces  coke.  The shortage is expected to continue in at least the near future.  While we
cannot  predict the long-term  effects the shortage will have on our  tin-plate  costs,  the shortage has caused some steel
manufacturers to consider a surcharge on steel,  which could  potentially  increase our tinplate prices. We have not always
been able to immediately offset increases in tin-plate prices with price increases on our products.

         Coatings and inks, which are used to coat tin-plate and print designs and logos,  represent our second largest raw
material  expense.  We purchase coatings and inks from regional  suppliers in the United States and Europe.  These products
historically  have  been  readily  available,  and we expect  to be able to meet our  needs  for  coatings  and inks in the
foreseeable future.

         Our  plastic  products  are  produced  from two main types of resins,  which are  petroleum  or natural  gas-based
products.  High-density  polyethylene  resin  is  used  to  make  pails,  drums  and  agricultural  products.  We use  100%
post-industrial  and  post-consumer  use,  recycled  polypropylene  resin in the  production of the Plastite(R)line of paint
cans. The price of resin  fluctuates  significantly,  and we believe that it is standard  industry  practice,  as well as a
provision of many of our customer contracts, to pass on increases and decreases in resin prices to our customers.

Seasonality

         The Company's business as a whole has minor seasonal variations.  Quarterly sales and earnings tend to be slightly
stronger  starting  in early  spring  (second  quarter)  through  late summer  (third  quarter).  Aerosol  sales have minor
increases in the spring and summer related to increased sales of containers for household  products and insect  repellents.
Paint container sales tend to be stronger in spring and early summer due to the favorable weather  conditions.  Portions of
the Custom & Specialty  products line tend to vary  seasonally,  because of holiday sales late in the year.  May's food can
sales generally peak in the third and fourth quarters.

Labor

         As of December 31, 2003, we employed  approximately  2,300 salaried and hourly employees in the United States.  Of
our total U.S.  workforce,  approximately  1,500  employees,  or 65%, were members of various  labor unions,  including the
United Steelworkers of America, the International  Association of Machinists and the Graphic  Communications  International
Union.  Labor agreements  covering  approximately  450 employees were  successfully  negotiated in 2003. As of December 31,
2003, our European  subsidiaries  employed  approximately 1,250 people. In line with common European practices,  all plants
are unionized.

         On June 4, 2003, the National Labor Relations Board,  Region Six issued a Notice of Representation  Hearing,  Case
6-BC-12232,  indicating  that the  Graphic  Communications  International  Union,  Local 24, or the GCIU,  was  seeking  to
organize 31 full and regular part-time production and maintenance  employees at our New Castle,  Pennsylvania  facility. On
August  7,  2003,  these  employees  elected  the  GCIU as their  exclusive  bargaining  representative.  The GCIU has been
certified and collective bargaining negotiations began in November 2003.

         We have followed a labor  strategy  designed to enhance our  flexibility  and  productivity  through  constructive
relations  with our  employees  and  collective  bargaining  units.  Our practice is to deal  directly with labor unions on
employment  contract  issues and other  employee  concerns.  We believe that our employees and us have  benefited from this
approach,  and we intend to continue this practice in the future.  This practice also has the effect of staggering  renewal
negotiations with the various bargaining units.

         Our restructuring  programs  initiated in 2001 have resulted in a reduction of the salaried and hourly work force.
The Company has worked closely with the various labor unions and their  collective  bargaining  units to ensure  provisions
for  termination,  severance  and  pension  eligibility  were in  accordance  with  the  respective  collective  bargaining
agreements.  The  Company's  relationship  with  represented  employees  is  generally  good and  there  have been no labor
strikes,  slow-downs,  work stoppages or other material  labor  disputes  threatened or pending  against the Company for at
least the past ten years.






Competition

         Quality,  service and price are the  principal  methods of  competition  in the rigid metal and plastic  container
industry.  To compete  effectively,  we must  strategically  locate supply  facilities to reduce the added cost of shipping
cans long distances and accordingly,  we maintain East Coast,  Midwest,  Southern and West Coast manufacturing  facilities.
In addition, price competition in our industry may limit our ability to raise prices for many of our top products.

         In the U.S.  steel  aerosol can market,  we compete  primarily  with Crown Cork & Seal and BWAY  Corporation.  Our
European  subsidiaries  compete with Crown Cork & Seal,  Impress  Metal  Packaging and other  smaller  regional  producers.
Crown Cork & Seal and Impress are larger and may have greater  financial  resources  than we do. Because steel aerosol cans
are  pressurized  and are used for  personal  care,  household  and other  packaged  products,  they are more  sensitive to
quality, can decoration and other consumer-oriented features than some of our other products.

         In metal paint and general line products,  we compete  primarily with BWAY  Corporation and one smaller,  regional
manufacturer.  Our plastic products line competes with many regional companies.

         Our Custom & Specialty  products  compete with a large number of  container  manufacturers,  but we do not compete
across the entire product  spectrum with any single company.  Competition in this segment is based  principally on quality,
service,  price,  geographical  proximity  to  customers  and  production  capability,  with  varying  degrees of intensity
according to the specific product category.

         We also face competition from substitute products, such as aluminum, glass and plastic containers.

Strategic Transactions

         The Company  continually  evaluates  all areas of its  operations  for ways to improve  profitability  and overall
Company  performance.  In connection with these  evaluations,  management  considers  numerous  alternatives to enhance the
Company's  existing  business  including,  but  not  limited  to  acquisitions,  divestitures,  capacity  realignments  and
alternative capital structures.

Risk Factors

We have  substantial debt that could negatively  impact our business by, among other things,  increasing our  vulnerability
to general  adverse  economic and  industrial  conditions  and  preventing us from  fulfilling  our  obligations  under our
borrowing agreements.

         As of December 31, 2003, total  consolidated  debt outstanding was $555.3 million.  We had $54.6 million of unused
commitment under our revolving credit facility and cash of $23.5 million.

         Our high level of debt could:

o       make it  difficult  for us to satisfy  our  obligations; including  making  interest  payments  under our Senior
        Secured  Credit  Agreement and our 10 7/8% Senior Secured Notes and 12  3/8% Senior Subordinated Notes agreements;

o       limit our  ability  to obtain  additional  financing  to operate our business;

o       limit our  financial  flexibility  in  planning  for and reacting to industry changes;

o       place us at a  competitive  disadvantage  as compared to less leveraged companies;

o       increase our  vulnerability  to general adverse economic and industry conditions, including changes in interest rates; and

o       require  us to  dedicate  a  substantial  portion of our cash flow to payments on our debt, reducing the availability
        of our cash flow for other purposes.

         We may borrow  additional  funds to fund our capital  expenditures  and working  capital needs.  We also may incur
additional  debt to finance future  acquisitions.  The incurrence of additional debt could make it more likely that we will
experience some or all of the risks described above.

If we do not generate sufficient positive cash flows, we may be unable to service our debt.

         Our  ability to pay  principal  and  interest on our  indebtedness  depends on our future  operating  performance.
Future  operating  performance  is subject to market  conditions  and  business  factors that often are beyond our control.
Consequently, we cannot assure you that we will have sufficient cash flows to service our debt.

         If our cash flows and capital  resources are  insufficient to allow us to make scheduled  payments on our debt, we
may have to reduce or delay capital  expenditures,  sell assets,  seek  additional  capital or restructure or refinance our
debt. We cannot  assure you that the terms of our debt will allow these  alternative  measures or that such measures  would
enable us to satisfy our scheduled debt service obligations.

         If we cannot make scheduled payments on our debt, we will be in default and, as a result:

o        our  debt   holders   could   declare  all   outstanding principal and interest to be due and payable;

o        our  senior   debt   lenders   could   terminate   their commitments and commence foreclosure proceedings against our
        assets; and

o        we could be forced into bankruptcy or liquidation.

The terms of our debt may severely limit our ability to plan for or respond to changes in our business.

         Our Senior Secured Credit Facility, our 10 7/8% Senior Secured Notes and our 12 3/8% Senior Subordinated Notes,
restrict, among other things, our ability to take specific actions, even if these actions may be in our best interest.
These restrictions limit our ability to:

o        incur liens or make negative pledges on our assets;

o        merge, consolidate or sell our assets;

o        issue additional debt;

o        pay dividends or redeem capital stock and prepay other debt;

o        enter into sale and leaseback transactions;

o        make investments and acquisitions;

o        enter into transactions with affiliates;

o        make capital expenditures;

o        materially change our business;

o        amend our debt and other material agreements;

o        issue and sell capital stock;

o        allow our subsidiaries to enter into agreements that restrict distributions to us; or

o        prepay specified indebtedness.

         Our debt requires us to maintain specified financial ratios and meet specific financial tests. Our failure to
comply with these covenants could result in an event of default that, if not cured or waived, could result in us being
required to repay these borrowings before their due date. If we were unable to make this repayment or otherwise refinance
these borrowings, our lenders could foreclose on our assets. If we were unable to refinance these borrowings on favorable
terms, our business could be adversely impacted.

Our Senior  Secured  Credit  Facility  bears  interest at a floating  rate,  and if interest  rates rise, our payments will
increase and we may incur losses.

         Outstanding  amounts under our Senior Secured Credit Facility bear interest at a floating rate.  Current  interest
rates are low and our  financial  results  have  benefited  from these low rates.  If  interest  rates rise,  our  interest
payments on our Senior  Secured Credit  Facility also will  increase,  which could make it more difficult for us to satisfy
our debt  obligations  and further reduce  availability  of our cash flow for operations and other  purposes.  For example,
based on the amount of  floating  rate debt  outstanding  during the year ended  December  31,  2003,  we expect  that a 1%
increase in interest  rates would have increased our interest  expense for 2003 by $2.9 million to $57.3  million.  We also
were party to interest rate  protection  agreements,  which  expired on October 10, 2003.  These  agreements  increased our
interest  expense by $5.1 million in 2003. The  expiration of these  agreements did not have an impact on our reported debt
balances.  We do not  currently  intend  to enter  into  new  interest  rate  protection  agreements  with  respect  to our
borrowings under our Senior Secured Credit Facility.

Berkshire Partners owns a controlling interest in our voting securities.

         Berkshire Partners and its affiliates own approximately  77.3% of the total common equity of U.S. Can Corporation.
Subject to  specified  limitations  contained  in our  stockholders  agreement,  Berkshire  Partners  controls the Company.
Accordingly,  Berkshire and its affiliates will control the power to elect directors and to approve many actions  requiring
the approval of our  stockholders,  such as adopting most  amendments to our  certificate  of  incorporation  and approving
mergers,  sales of all or substantially  all of our assets and other corporate  transactions  that could result in a change
of control of our company.

We face  competitive  risks from many sources that may reduce  demand for our products and  adversely  affect our sales and
results of operations.

         The can and  container  industry is highly  competitive  with some of our  competitors  having  greater  financial
resources than we do.  Quality,  service and price are the principal  methods of  competition in our industry.  Because our
customers  have the  ability to buy  similar  products  from our  competitors,  we are  limited in our  ability to increase
prices.  We believe  our  capital  investments  have  improved  our  operating  efficiencies,  and  consequently,  improved
profitability,  but we cannot assure you that we will continue to improve profit margins in this manner.  In addition,  our
profit margins could decrease if we are unable to meet our customers' quality and service demands.

         We also face competitive  risks from substitute  products,  such as aluminum,  glass and plastic  containers.  The
market  for such  substitute  products  has  grown  substantially  over the past  several  years  and from time to time our
customers,  including some of our largest  customers,  have switched from steel containers to these substitute  products to
package  their  products.  Our  business  also is affected by changes in consumer  demand for our  customers'  products.  A
decrease in the costs of  substitute  products,  a widespread  introduction  of  substitute  products by our customers as a
substitute for steel  containers or a decline in consumer  demand for our  customers'  products could reduce our customers'
orders and adversely affect our sales and results of operations.

Increases  in  tin-plated  steel  prices could cause our  production  costs to increase,  which could reduce our ability to
compete effectively.

         Tin-plated  steel is the most significant raw material used to make our products.  Negotiations  with our domestic
and European  tin-plated steel suppliers  generally occur once per year.  Failure to negotiate  favorable  tin-plated steel
prices in the future could result in an increase in production costs and a negative impact on our results of operations.

         Starting in the fourth quarter of 2003, many domestic and foreign steel  suppliers  began  experiencing a shortage
of coke,  an important  component of the  steel-making  process.  The shortage is due to many  factors,  which  include the
growing  Chinese  steel  market and a fire at a coal mine in the U.S.,  which  produces  coke.  The shortage is expected to
continue  in at least the near  future.  While we cannot  predict  the  long-term  effects  the  shortage  will have on our
tin-plate  costs,  the  shortage  has caused  some steel  manufacturers  to  consider a  surcharge  on steel,  which  could
potentially increase our tinplate prices.

         Some customer  contracts allow us to pass  tin-plated  steel price  increases  through to our customers.  However,
these contracts  generally limit  pass-throughs  and also may require us to match other competitive bids. If we cannot pass
through all future  tin-plated  steel price  increases  to our  customers or match other  packaging  suppliers'  bids,  our
ability to compete  effectively  will be reduced and our  financial  condition may be adversely  affected.  See "Business -
Raw Materials."







Our  principal  markets  are  subject to  overcapacity,  which  could  cause us to lose  business  and result in  decreased
profitability.

         The  worldwide  steel  container  markets  have  experienced  limited  growth in demand  in  recent  years.  Steel
containers are  standardized  products,  allowing for relatively  little  differentiation  among  competitors.  This led to
overcapacity and price competition among steel container  producers,  as capacity growth outplaced the growth in demand for
steel  containers.  The North  American  steel  container  market,  in  particular,  is considered  to be a mature  market,
characterized  by stable  growth and a  sophisticated  distribution  system.  Price-driven  competition  has  increased  as
producers  seek to capture  more sales volume in order to keep their  plants  operating  at optimal  levels and reduce unit
costs.

         Competitive  pricing pressures,  overcapacity or any failure to develop new product designs and technologies could
cause us to lose existing business or opportunities to generate new business and could result in decreased profitability.

We have  significant  underfunded  pension plan obligations and significant  unfunded  post-retirement  obligations,  which
could lead to increases in our pension expenses and postretirement benefit expenses.

         We sponsor  noncontributory  defined  benefit  pension plans covering most domestic  hourly  employees and certain
international  employees.  Also,  we provide  post-retirement  medical and life  insurance  benefits  for certain  domestic
retired  employees in connection with collective  bargaining  agreements  that are operated on a pay-as-you-go  basis.  The
U.S.  defined  benefit  plans require  quarterly  cash  contributions  to fund the payment of benefits.  The  international
defined benefit plans may also require periodic contributions or benefit payments.

         We rely upon actuarial models to calculate our pension benefit  obligations and the related effects on operations,
as well as our projected  liability for  post-retirement  medical  benefits.  Accounting for pension plans requires the use
of estimates and  assumptions  regarding  numerous  factors,  including the discount  rate, the long-term rate of return on
plan  assets,  retirement  ages,  mortality  and  employee  turnover.  On an  annual  basis,  we  evaluate  these  critical
assumptions  and make  changes  to them as  necessary  to  reflect  our  experience.  Two of the  critical  assumptions  in
determining  our reported  expense or liability  for pensions are the  discount  rate and the  long-term  expected  rate of
return on plan assets.  The use of a lower  discount rate and lower  long-term rate of return on plan assets would increase
the present value of benefit obligations and increase pension expenses and required cash contributions.

         Likewise,  a  deterioration  in a pension plan's  investment  portfolio  performance  will cause  increases to our
pension  expense and required  cash  contributions.  Our pension  liability  also would be increased if a pension plan were
terminated  immediately  because the interest  rate  assumption  used to value the benefits and the assets on a termination
basis would most likely be lower than current funding  assumptions.  We may not have funds available in such  circumstances
and we would have to borrow  amounts in order to satisfy  any such  liabilities.  The terms of our  indebtedness,  however,
may restrict or prohibit our ability to borrow such amounts.

         With respect to our U.S.  domestic  pension plan, the failure to satisfy  liabilities  upon the termination of the
plan would result in the Pension Benefit Guaranty  Corporation,  or PBGC,  terminating the plan on a "distress  termination
basis".  In that event,  the Employee  Retirement  Income  Security Act of 1974 would  provide that the PBGC  guarantee the
payment  of all or a portion  of the  promised  benefits  up to an amount  determined  by  statute.  We and  members of our
"controlled  group",  which  includes any  subsidiary  that is owned by 80% or more by a common  parent (even if it did not
participate in the plan),  would be jointly and severally liable for the PBGC liability.  In addition,  the PBGC would have
lien on the assets of the solvent  members of the  controlled  group upon  termination  to the extent of the guaranty in an
amount equal to 30% of the value of the assets of the solvent members of the controlled group.

We have recently experienced losses and our future profitability is uncertain.

         We have  experienced  operating  losses since the fiscal year ended December 31, 2000 and we may continue to incur
losses.  For the years ended December 31, 2003 and 2002, we had net losses  attributable  to common  stockholders  of $27.3
million and $84.3 million,  respectively.  As of December 31, 2003, we had an  accumulated  deficit of $373.4  million.  We
cannot assure you that we will become  profitable in the future and if we do achieve  profitability,  we may not be able to
sustain or increase  profitability  on a quarterly  or annual  basis.  Our  failure to become and remain  profitable  could
impair our ability to continue our operations.

We face risks associated with our international operations.

         We operate  facilities  and sell products in several  countries  outside the United  States.  We have  significant
foreign operations,  including plants and sales offices in Denmark,  France,  Germany, Italy, Spain and the United Kingdom.
In addition,  we have a joint venture with an aerosol can manufacturer located in Argentina.  Our international  operations
subject us to risks associated with selling and operating in foreign countries.  These risks include:

o       fluctuations in currency exchange rates;

o       restrictions on dividend  payments and other payments by our foreign subsidiaries;

o       withholding  and other  taxes on dividend  payments  and other payments by our foreign subsidiaries; and

o       investment  regulation and other restrictions by foreign governments.

         Our joint venture in Argentina is also subject to these additional risks:

o       limitations  on  conversion of foreign  currencies  into United States dollars;

o       hyperinflation; and

o       political instability.

Our  business  is subject to  substantial  environmental  regulation  and  remediation,  which  could  result in  increased
compliance costs and adversely affect our results of operations and profitability.

         Our operations are subject to federal,  state, local and foreign laws and regulations  relating to pollution,  the
protection  of the  environment,  the  management  and  disposal  of  hazardous  substances  and wastes and the  cleanup of
contaminated sites. Changes in applicable  environmental  regulations could increase the capital expenditures  necessary to
bring manufacturing facilities into compliance with changing environmental laws.

          We also could incur substantial  costs,  including  cleanup costs,  fines and civil or criminal  sanctions,  as a
result of violations of, or liabilities  under,  environmental laws or non-compliance  with environmental  permits required
for our production  facilities.  Occasionally,  contaminants  from current or historical  operations  have been detected at
some of our present and former sites.  The detection of contaminants  or the imposition of cleanup  obligations at existing
or unknown sites of contamination could result in significant liability.

         We cannot  predict  the amount or timing of costs  imposed  under  environmental  laws.  Liability  under  certain
environmental  laws relating to  contaminated  sites can be imposed  retroactively  and on a joint and several basis (i.e.,
one liable party could be held liable for all costs at a site). We have been named as a potentially  responsible  party for
costs incurred in the clean up of a regional  groundwater  plume partially  extending  underneath  property  located in San
Leandro,  California,  formerly a site of one of our can assembly  plants.  We have agreed to  indemnify  the owner of this
property  against this matter.  Any  liability  in  connection  with this or other  environmental  matters  could result in
increased compliance costs and adversely affect our results of operations and profitability.

A significant portion of our workforce is unionized and labor disruptions could decrease our productivity.

         As of  December  31,  2003,  we had  approximately  3,550  employees.  Approximately  1,500 of our  United  States
employees are subject to collective  bargaining  agreements.  In keeping with common practice,  virtually all manufacturing
employees  at our  European  plants are  unionized.  Although we consider our current  relations  with our  employees to be
good, if we do not maintain these good relations,  or if major work  disruptions  were to occur, our production costs could
increase.






ITEM 2.  PROPERTIES

         We have 13 operations  located in the United States,  many of which are  strategically  positioned  near principal
customers and suppliers.  Through our European  subsidiaries,  we also have  production  locations in the largest  regional
markets in Europe,  including  Denmark,  France,  Germany,  Italy,  Spain and the United Kingdom.  The following table sets
forth certain information with respect to our principal plants as of March 15, 2004.

Location                                     Size (in sq.          Status                          Segment
--------                                     -------------         ------                          -------
                                                      ft.)
                                                      ----

United States
Elgin, IL (1)............................          481,346          Owned                          Aerosol
Tallapoosa, GA (1).......................          249,480          Owned                          Aerosol
Baltimore, MD ...........................          232,172         Leased               Custom & Specialty
Commerce, CA.............................          215,860         Leased    Paint, Plastic & General Line
Newnan, GA...............................          185,122         Leased    Paint, Plastic & General Line
Hubbard, OH (1)..........................          174,970          Owned    Paint, Plastic & General Line
Elgin, IL................................          144,578         Leased               Custom & Specialty
Baltimore, MD (1)........................          137,000          Owned               Custom & Specialty
Horsham, PA (1)..........................          132,000          Owned                          Aerosol
Weirton, WV..............................          145,700         Leased                          Aerosol
Danville, IL (1).........................          100,000          Owned                          Aerosol
Alliance, OH.............................           52,000         Leased    Paint, Plastic & General Line
New Castle, PA (1).......................           22,750          Owned               Custom & Specialty
Europe
Erftstadt, Germany.......................          369,000         Leased                    International
Merthyr Tydfil, United Kingdom (2).......          320,000         Leased                    International
Laon, France.............................          220,000          Owned                    International
Reus, Spain..............................          182,250          Owned                    International
Itzehoe, Germany.........................           80,730          Owned                    International
Esbjerg, Denmark.........................           66,209          Owned                    International
Voghera, Italy...........................           45,200         Leased                    International
Schwedt, Germany.........................           35,500         Leased                    International

(1)       The plants  that we own in the United  States (a) are  subject  to a lien in favor of Bank of  America,  N.A.  as
          collateral  agent for the  lenders  under the Senior  Secured  Credit  Facility  and (b) are  subject to a second
          priority lien in favor of Wells Fargo Bank  Minnesota,  N.A. as  collateral  agent for the holders of the 10 7/8%
          Senior Secured Notes.

(2)       The property at Merthyr  Tydfil is subject to a 999-year lease with a pre-paid option to buy that becomes exercisable in
          January 2007.  Up to that time, the landowner may require us to purchase the property for a payment of one Pound Sterling.
          Currently,  the leasehold  interest in, and personal  property  located at, Merthyr Tydfil is subject to a pledge to
          secure amounts  outstanding  under a credit agreement with General Electric Capital Corporation.

         In connection with our restructuring  initiatives,  we have closed several  manufacturing  facilities,  some which
have been  subleased.  The Company has reserved for on-going  costs  associated  with these closed  facilities and they are
not included in the above listing.

         We believe our  facilities  are  adequate  for our present  needs and that our  properties  are  generally in good
condition,  well  maintained and suitable for their intended use. We  continuously  evaluate the composition of our various
manufacturing  facilities in light of current and expected market  conditions and demand,  and may further  consolidate our
plant operations in the future.




ITEM 3.  LEGAL PROCEEDINGS

Environmental Matters

         Our  operations  are subject to  environmental  laws in the United States and abroad,  relating to pollution,  the
protection  of the  environment,  the  management  and  disposal  of  hazardous  substances  and wastes and the  cleanup of
contaminated  sites.  Our capital and operating  budgets  include costs and expenses  associated  with complying with these
laws,  including the acquisition,  maintenance and repair of pollution control equipment,  and routine measures to prevent,
contain and clean up spills of  materials  that occur in the ordinary  course of our  business.  In  addition,  some of our
production facilities require  environmental  permits that are subject to revocation,  modification and renewal. We believe
that we are in substantial  compliance with  environmental  laws and our environmental  permit  requirements,  and that the
costs and expenses associated with this compliance are not material to our business.  However,  additional  operating costs
and capital  expenditures  could be incurred  if,  among other  developments,  additional  or more  stringent  requirements
relevant to our operations are promulgated.

         Occasionally,  contaminants  from current or historical  operations  have been detected at some of our present and
former sites.  Although we are not currently aware of any material claims or obligations  with respect to these sites,  the
detection of additional  contamination  or the imposition of cleanup  obligations at existing or unknown sites could result
in significant liability.

         We have been  designated as a potentially  responsible  party under  Superfund laws at various sites in the United
States,  including a former can plant located in San Leandro,  California.  As a potentially  responsible  party, we are or
may be legally  responsible,  jointly and severally with other members of the potentially  responsible party group, for the
cost of  environmental  remediation at these sites.  Based on currently  available data, we believe our contribution to the
sites  designated  under U.S.  Superfund  law was, in most cases,  minimal.  With  respect to San  Leandro,  we believe the
principal source of contamination is unrelated to our past operations.

         Based upon currently available  information,  the Company does not expect the effects of environmental  matters to
be material to its financial position.

Litigation

         We are  involved in  litigation  from time to time in the ordinary  course of our  business.  In our opinion,  the
litigation is not material to our financial condition or results of operations.

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

         Not applicable.







                                                          PART II

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

         U.S.  Can has  approximately  20 common  stockholders.  Its common stock has not been  registered  and there is no
trading market for its common stock.  It has not paid,  and has no present  intention to pay, cash  dividends.  As U.S. Can
Corporation  has no  operations,  its only source of cash for  dividends  or  distributions  is United  States Can Company.
There are stringent  limitations  in the Senior Secured  Credit  Facility  ("the  Facility") and the 10 7/8% Senior Secured
Note ("Senior  Secured  Notes") and 12 3/8% Senior  Subordinated  Notes ("the  Subordinated  Notes") on United States Can's
ability to fund or pay cash dividends to U.S. Can Corporation.

         In 2000,  U.S. Can Corporation  issued shares of preferred stock having a face value of $106.7 million.  Dividends
accrue on the  preferred  stock at an annual  rate of 10%,  are  cumulative  from the date of issuance  and are  compounded
quarterly,  on March 31,  June 30,  September 30  and December 31 of each year and are payable in cash when and as declared
by our Board of  Directors,  so long as  sufficient  cash is available to make the dividend  payment and such payment would
not violate the terms of the  Facility,  the Senior  Secured  Notes and the  Subordinated  Notes.  As of December 31, 2003,
dividends of approximately  $40.3 million have been accrued.  As United States Can is U.S. Can Corporation's only source of
cash and payments by United  States Can are  restricted  by the terms of the  Facility,  the Senior  Secured  Notes and the
Subordinated  Notes,  U.S.  Can  Corporation  does not  anticipate  paying cash  dividends  on the  preferred  stock in the
foreseeable  future.  Holders of the  preferred  stock have no voting  rights,  except as  otherwise  required by law.  The
preferred  stock has a  liquidation  preference  equal to the purchase  price per share (after giving effect to the reverse
stock  split),  plus all  accrued and unpaid  dividends.  The  preferred  stock  ranks  senior to all  classes of U.S.  Can
Corporation common stock and is not convertible into common stock.









ITEM 6.   SELECTED FINANCIAL DATA

         The  following  consolidated  financial  data as of and for  each of the  fiscal  years in the  five  years  ended
December  31,  2003 were  derived  from our  audited  financial  statements.  You should  read all of this  information  in
conjunction  with  "Management's  Discussion  and  Analysis  of  Financial  Condition  and Results of  Operations"  and our
financial statements for the year ended December 31, 2003 and accompanying notes beginning on page 25.

                                            U.S. CAN CORPORATION AND SUBSIDIARIES
                                                      (000's omitted)
                                                                         For the Year Ended December 31,
                                                                         -------------------------------
                                                        2003           2002          2001          2000          1999
                                                        ----           ----          ----          ----          ----
OPERATING DATA:
Net sales........................................    $   822,896   $   796,500    $  772,188    $  809,497    $  732,897
Special charges (a)..............................            612         8,705        36,239         3,413            --
Recapitalization charge (b)......................             --            --            --        18,886            --
Operating income (loss)..........................         50,147        39,547        (6,146)       48,153        66,975
Loss from early extinguishment of debt (c).......             --            --            --        24,167         2,152
Income (loss) from continuing operations before
   cumulative effect of accounting change........        (13,520)      (53,474)      (40,416)      (11,522)       21,156
Cumulative effect of accounting change, net of
   income taxes (d)..............................             --       (18,302)           --            --            --
Net income (loss) before preferred stock dividends       (13,520)       (71,776)      (40,416)      (11,522)      21,156
Preferred stock dividend requirements............        (13,821)      (12,521)      (11,345)       (2,601)           --
Net income (loss) attributable to
   common stockholders...........................    $   (27,341)  $   (84,297)   $  (51,761)   $  (14,123)   $   21,156
BALANCE SHEET DATA:
Total assets.....................................    $   577,188   $   578,826    $  634,350    $  637,864    $  663,570
Total debt.......................................        555,266       549,682       536,776       495,045       359,317
Redeemable preferred stock.......................        146,954       133,133       120,613       109,268            --
Stockholders' equity (deficit)...................       (345,904)     (343,846)     (247,124)     (174,323)       68,556


(a)      See  Note  (3)  of the  "Notes  to  Consolidated  Financial  Statements"  for a  description  of the  2003,  2002  and
         2001 Special Charges.  In 2000, we announced a reduction in force program.

(b)      On October 4, 2000, the Company and Berkshire Partners LLC completed a  recapitalization  of the Company through a
         merger. As a result of the  recapitalization,  all of U.S. Can's common stock,  other than certain shares held by
         designated continuing shareholders,  was converted into the right to receive $20.00 in cash per share and options
         to purchase  approximately  1.6 million  shares of U.S.  Can's  common  stock were retired in exchange for a cash
         payment of $20.00 per  underlying  share,  less the  applicable  option  price.  The Company  recorded  the $18.9
         million charge for expenses related to the recapitalization.

(c)      In April of 2002, the FASB issued  Statement of Financial  Accounting  Standards No. 145 (SFAS No. 145) related to
         gains and losses on  extinguishment  of debt. The Company has adopted SFAS No. 145 and determined  that the losses
         in 2000 and 1999 do not meet the criteria in Opinion 30 for  classification  as an  extraordinary  item.  As such,
         the Company has  reported its 2000 and 1999 losses from early  extinguishment  of debt as  deductions  from income
         before income taxes.  See Note (2) (n) to the audited  consolidated  financial  statements for further  details on
         SFAS No. 145.

(d)      See Note (14) of the "Notes to Consolidated Financial Statements."








ITEM    7.     MANAGEMENT'S     DISCUSSION     AND     ANALYSIS     OF     FINANCIAL     CONDITION     AND    RESULTS    OF
OPERATIONS

         The following  discussion  summarizes the significant  factors  affecting the consolidated  operating  results and
financial  condition of the Company and  subsidiaries  for the three years ended December 31, 2003. This discussion  should
be read in conjunction with the consolidated financial statements and notes to the consolidated financial statements.

Critical Accounting Policies; Use of Estimates

         The preparation of financial statements in conformity with accounting  principles generally accepted in the United
States requires  management to make estimates and assumptions  that affect the reported  amounts of assets and liabilities,
disclosure  of  contingent  assets and  liabilities  at the date of the financial  statements  and the reported  amounts of
revenue and expenses  during the reporting  period.  Estimates are used for, but not limited to:  customer  rebate accruals
included in allowance for doubtful accounts;  inventory  valuation;  restructuring  amounts;  asset  impairments;  goodwill
impairments;  pension  assumptions and tax valuation  allowances.  Future events and their effects cannot be perceived with
certainty.  Accordingly,  our accounting  estimates require the exercise of management's  current best reasonable  judgment
based on facts available.  The accounting  estimates used in the preparation of the consolidated  financial statements will
change as new events  occur,  as more  experience  is  acquired,  as more  information  is  obtained  and as the  Company's
operating  environments  change.  Accounting policies requiring  significant  management judgments include those related to
revenue recognition,  inventory valuation,  rebate accruals,  goodwill impairment,  restructuring  reserves,  tax valuation
allowances, pension benefit obligations and interest rate exposure.

         The  Company's  critical  accounting  policies  are  described in Note (2) to the audited  Consolidated  Financial
Statements.  Significant  business or customer  conditions  could cause  material  changes to the amounts  reflected in our
financial  statements.  For example,  the Company  enters into  contractual  agreements  with certain of its  customers for
rebates,  generally based on annual sales volumes.  Should the Company's  estimates of the customers'  annual sales volumes
vary  materially  from the sales volumes  actually  realized,  revenue may be  materially  impacted,  however,  we have not
historically  been  required  to make  material  adjustments  to our rebate  accruals.  Similarly,  a large  portion of the
Company's  inventory is  manufactured to customer  specifications.  Other inventory is generally less specific and saleable
to multiple customers.  However,  losses may result should the Company  manufacture  customized products which it is unable
to sell.  Since raw  materials  inventory is generally  not  customer-specific,  losses would  generally  relate to work in
progress  and  finished  goods  inventory.  An increase of 1% in the level of reserves  for work in progress  and  finished
goods  inventory  would result in a pretax  charge of less than $1 million.  The Company has not  historically  experienced
major  deviations in the level of reserve for unsaleable  inventory,  except in the case of discontinued  product lines. In
2001, we wrote off $3.2 million of inventory  associated  with the exit of certain  product lines in our Custom & Specialty
segment.

         Statement of Financial  Accounting  Standards (SFAS) No. 142 "Goodwill and Other Intangible  Assets" requires that
goodwill and  "indefinite-lived"  intangibles  are not amortized  but are tested at least  annually for  impairment.  On an
ongoing basis, the Company reviews its operations for indications of potential  goodwill  impairment and annually tests its
goodwill  for  impairment  under SFAS 142 in  November  of each year.  The  Company  identifies  potential  impairments  of
goodwill by  comparing  an  estimated  fair value for each  applicable  business  unit to its  respective  carrying  value.
Although the values are assessed using a variety of internal and external  sources,  future events may cause  reassessments
of these values and related  goodwill  impairments.  The Company  currently has $27.4  million of goodwill  relating to its
Aerosol and Paint,  Plastic and General  Line  segments  included in its  consolidated  balance  sheet.  As of December 31,
2003,  a 10%  decrease in the  Company's  assessment  of the fair value of the Aerosol or Paint,  Plastic and General  Line
businesses would cause no impairment of the goodwill related to that segment.

         In accordance  with SFAS 144,  "Accounting  for the  Impairment or Disposal of Long-Lived  Assets," we continually
review  whether  events and  circumstances  subsequent  to the  acquisition  of any  long-lived  assets have  occurred that
indicate the remaining  estimated useful lives of those assets may warrant revision or that the remaining  balance of those
assets may not be  recoverable.  If events and  circumstances  indicate that the  long-lived  assets should be reviewed for
possible  impairment,  we use projections to assess whether future cash flows or operating income (before  amortization) on
an undiscounted  basis related to the tested assets is likely to exceed the recorded  carrying  amount of those assets,  to
determine if a write-down is appropriate.  Should an impairment be identified,  a loss would be reported to the extent that
the carrying value of the impaired  assets exceeds their fair values as determined by valuation  techniques  appropriate in
the  circumstances  that could include the use of similar  projections on a discounted  basis. Our estimates of future cash
flows are based on  historical  performance,  our  assessment  of the impact of economic and  industry-specific  trends and
Company-prepared  projections.  These  estimates are highly likely to change from period to period based on performance and
changes  in  market  and  economic  conditions.  A  significant  decline  in our  assessment  of  future  cash  flows and a
significant  decline in our assessment of the fair value of long-lived assets could cause us to record material  impairment
losses.

         As more fully described in Note (3) to the Consolidated Financial Statements,  several restructuring programs were
implemented  in order to  streamline  operations  and reduce  costs.  The Company has  established  reserves  and  recorded
charges against such reserves,  to cover the costs to implement the programs.  The estimated  costs were  determined  based
on contractual arrangements,  quotes from contractors,  similar historical activities and other judgmental  determinations.
Actual costs may differ from those  estimated.  During 2003, the Company  recorded a net charge of $0.6 million  related to
restructuring.  The charge  consisted of new  restructuring  reserves of $2.4 million less reversals of $1.8 million due to
the  reassessment  of  restructuring  reserves  established  in 2001.  At December 31,  2003,  $7.9 million of reserves for
restructuring  programs were included in the Company's  consolidated  balance sheet. $4.3 million of these reserves related
to employee  separation  costs for employees  that have already been  separated.  As these payments will be made over time,
actual  payments  may not reflect  the  amounts  accrued but they are  unlikely  to vary  materially.  $3.6  million of the
reserve  relates to future  costs  related to  facilities  that the Company has  closed.  The Company has made  assumptions
regarding  the  period of time that it will  require to  dispose  of these  facilities.  In most  cases,  the  Company  has
included  costs  through the life of the leases.  If the Company  disposes of or  subleases  the  facilities  earlier  than
expected, the Company will reduce the level of the reserve.

         The Company  accounts for income taxes using the asset and liability method under which deferred income tax assets
and  liabilities  are  recognized  for the tax  consequences  of "temporary  differences"  between the financial  statement
carrying  amounts  and the tax bases of  existing  assets  and  liabilities  and  operating  losses  and tax  credit  carry
forwards.  On an ongoing  basis,  the Company  evaluates  its deferred  tax assets to  determine  whether it is more likely
than not that such assets will be realized in the future and records valuation  allowances  against the deferred tax assets
for amounts which are not  considered  more likely than not to be realized.  The estimate of the amount that is more likely
than not to be realized  requires the use of assumptions  concerning the amounts and timing of the Company's  future income
by taxing jurisdiction.  Actual results may differ from those estimates.

         In 2002, due to a history of operating  losses in certain foreign  countries  coupled with the deferred tax assets
that arose in connection with the restructuring  programs and goodwill impairment  charges,  the Company determined that it
could not  conclude  that it was "more  likely  than not" that all of the  deferred  tax assets of  certain of its  foreign
operations  would be  realized in the  foreseeable  future.  Accordingly,  during the fourth  quarter of 2002,  the Company
established a valuation  allowance of $44.7 million to provide for the  estimated  unrealizable  amount of its net deferred
tax assets as of December 31, 2002.  The Company will continue to assess the valuation  allowance  and, to the extent it is
determined  that such  allowance is no longer  required,  these  deferred tax assets will be recognized  in the future.  In
2003, the Company did not record an income tax benefit related to 2003 losses of those operations.

         The Company relies upon actuarial  models to calculate its pension benefit  obligations and the related effects on
operations.  Accounting  for  pensions  and  postretirement  benefit  plans  using  actuarial  models  requires  the use of
estimates and assumptions  regarding  numerous  factors,  including the discount rate, the long-term rate of return on plan
assets,  health care cost increases,  retirement  ages,  mortality and employee  turnover.  On an annual basis, the Company
evaluates  these critical  assumptions and makes changes to them as necessary to reflect the Company's  experience.  In any
given year,  actual  results  could differ from  actuarial  assumptions  made due to economic and other factors which could
impact the amount of expense or liability for pensions or postretirement benefits the Company reports.

         Two of the critical  assumptions  in  determining  the  Company's  reported  expense or liability  for pensions or
postretirement  benefits are the  discount  rate and the  long-term  expected  rate of return on plan assets.  The use of a
lower  discount  rate and a lower  long-term  expected  rate of return on plan assets would  increase the present  value of
benefit  obligations and increase pension expense and  postretirement  benefit expense.  A 1% decrease in our discount rate
would have caused our 2003 pension  expense and  postretirement  expense to increase by  approximately  $1.2 million.  A 1%
decrease in our assumed return on plan assets would have increased our pension expense by  approximately  $0.3 million.  At
December  31,  2003,  we reduced our  discount  rate  related to our U.S.  plans by 0.5%.  This  increased  our annual 2003
pension expense and postretirement expense by approximately $0.6 million.

Year Ended December 31, 2003 Compared To Year Ended December 31, 2002

                                                                 As of December 31,
                                    -----------------------------------------------------------------------------
                                              Revenue                    Gross Income           Percentage to
                                                                                                    Sales
                                    -----------------------------------------------------------------------------
                                         2003          2002           2003          2002        2003     2002
                                    -----------------------------------------------------------------------------

Aerosol...........................     $ 359,246     $ 364,133      $ 61,802      $ 59,545     17.2%     16.4%
International.....................       286,808       241,197         9,232        14,448      3.2%      6.0%
Paint, Plastic & General Line.....       118,909       119,952        13,070        11,378     11.0%      9.5%
Custom & Specialty................        57,933        71,218         3,320           734      5.7%      1.0%
                                    ----------------------------------------------------------
      Total.......................     $ 822,896     $ 796,500      $ 87,424      $ 86,105     10.6%     10.8%
                                    ==========================================================

    Net Sales

         Consolidated  net sales for the year ended  December 31, 2003 were $822.9 million as compared to $796.5 million in
2002,  an increase of 3.3%.  Along  business  segment  lines,  Aerosol net sales in 2003  decreased to $359.2  million from
$364.1 million in 2002, a decrease of 1.3%, due  principally  to decreased unit volume ($7.9 million)  partially  offset by
changes in customer  and product mix ($3.0  million).  International  net sales  increased  to $286.8  million in 2003 from
$241.2 million in 2002, an increase of $45.6 million or 18.9%  primarily due to the positive  impact of the  translation of
sales made in foreign  currencies  based upon using the same average U.S.  dollar  exchange rates in effect during the year
ended  December 31, 2002.  Paint,  Plastic & General Line segment net sales  decreased  $1.0 million to $119.0  million for
the year ended  December 31, 2003.  This  decrease was due  primarily to the negative  impact of a decrease in paint volume
($6.5  million)  partially  offset by an increase in plastics  volume  ($2.3  million) and  increasing  resin prices in our
plastics  business  ($3.2  million),  which are  contractually  passed on to customers.  Custom & Specialty  sales of $57.9
decreased from the $71.2 million for the year ended December 31, 2002, driven primarily by a decline in volume.

    Gross Income

         Consolidated  gross income for the year ended  December 31, 2003 was $87.4 million as compared to $86.1 million in
2002, an increase of $1.3 million.  Along  business  segment  lines,  Aerosol gross income  dollars  increased $2.3 million
versus  2002,  and the  percentage  to sales  increased  from 16.4% to 17.2%.  The  increase  in gross  margin  dollars and
percentage to sales was driven by the positive  impact of  restructuring  programs ($6.0 million)  partially  offset by the
margin and overhead  absorption  impacts ($3.7 million) of the decreased  volume.  International  gross margin decreased by
$5.2 million,  and the  percentage to net sales  decreased  from 6.0% to 3.2%.  The decline in  International  gross margin
dollars and  percentage  to net sales was  primarily due to a $2.6 million  charge to  operations  by May  Verpackungen  to
writedown  its  inventory  to net  realizable  market  value as well as  increased  material  and  production  costs at May
Verpackungen  which cannot be passed  through to customers  ($0.5  million).  The  positive  benefit of the Southall  plant
closure in the third quarter of 2002 ($3.0  million),  was offset by the negative  impact of volume related  inefficiencies
in the UK and France ($2.6  million) and a  non-recurring  pension  benefit in 2002 of $2.5 million.  The Paint,  Plastic &
General Line  segment  gross margin  increased  $1.7 million  versus 2002 and the  percentage  to net sales  increased  1.5
percentage  points to 11.0% in 2003.  The  improvement  was driven by  restructuring  program  benefits  ($0.7 million) and
other plastics cost  reductions  ($1.4 million),  offset by the impact of decreased paint volume of ($0.4 million).  In the
Custom & Specialty  segment,  gross margin  dollars  increased  to $3.3  million in 2003 versus $0.7  million in 2002.  The
improvement  was driven by a  restructuring  benefit of $0.6 million,  and other cost  reduction  programs and  operational
efficiencies of $2.0 million.

    Selling, General and Administrative Costs

         Selling,  general and  administrative  costs  decreased from $37.9 million in 2002 to $36.7 million in 2003 due to
positive results from Company-wide cost savings programs.

    Interest Expense and Bank Financing Fees; Preferred Stock Dividend Requirements

         Interest expense in 2003 increased 6.1%, or $3.1 million,  versus 2002 due to higher interest rates ($1.0 million)
and higher average  borrowings  ($2.8  million).  The increase in interest  expense was partially  offset by a $0.7 million
decrease in interest  expense versus prior year related to the October 10, 2003  expiration of the Company's  interest rate
protection  agreements.  See Note (5) to the Consolidated  Financial  Statements for a further  discussion of the Company's
debt position.

         Bank  financing  fees for 2003 were  $6.1  million  compared  to $4.1  million  for 2002.  The 2003  increase  was
primarily due to $1.5 million of fees  incurred and expensed by the Company to amend the Senior  Secured  Credit  Facility.
In addition,  during 2003,  amortization  of deferred  financing costs increased $0.5 million over 2002 to $4.6 million due
to $5.4  million of fees and  expenses  related to the 10 7/8% Senior  Secured  Note  offering  and Senior  Secured  Credit
Facility amendment,  which are being amortized over the life of the applicable  borrowings.  The amortization of these fees
and all other deferred financing fees is included in bank financing fees.

         Payment in kind  dividends of $13.8 million and $12.5 million on the redeemable  preferred  stock were recorded in
2003 and 2002, respectively.  See Note (11) to the Consolidated Financial Statements.

Year Ended December 31, 2002 Compared To Year Ended December 31, 2001

                                                                 As of December 31,
                                    -----------------------------------------------------------------------------
                                              Revenue                   Gross Income            Percentage to
                                                                                                    Sales
                                    -----------------------------------------------------------------------------
                                        2002           2001          2002          2001         2002     2001
                                    -----------------------------------------------------------------------------

Aerosol...........................    $ 364,133      $ 334,716     $ 59,545       $ 47,299     16.4%     14.1%
International.....................      241,197        229,466       14,448         17,829      6.0%      7.8%
Paint, Plastic & General Line.....      119,952        130,412       11,378         12,544      9.5%      9.6%
Custom & Specialty................       71,218         77,594          734           (998)     1.0%     (1.3)%
                                    ----------------------------------------------------------
      Total.......................    $ 796,500      $ 772,188     $ 86,105       $ 76,674     10.8%     9.9%
                                    ==========================================================

    Net Sales

         Consolidated  net sales for the year ended  December 31, 2002 were $796.5 million as compared to $772.2 million in
2001,  an increase of 3.1%.  Along  business  segment  lines,  Aerosol net sales in 2002  increased to $364.1  million from
$334.7 million in 2001, an increase of 8.8%, due principally to increased unit volume ($37.4 million)  partially  offset by
the pricing impacts  resulting from a shift in customer demand to smaller can sizes.  International  net sales increased to
$241.2  million in 2002 from $229.5  million in 2001,  an increase of $11.7  million or 5.1%  primarily due to the positive
impact of the  translation  of sales made in foreign  currencies  based upon using the same  average U.S.  dollar  exchange
rates in effect  during the year ended  December 31, 2001.  The Paint,  Plastic & General Line segment net sales  decreased
8.0%,  from $130.4  million in 2001 to $120.0  million in 2002.  This  decrease  was due to changes in product and customer
mix along with  falling  resin  prices in our  plastics  business  that are  contractually  passed on to  customers  ($11.3
million) and decreased  paint volume ($2.2 million)  offset by increased  volume in plastics ($3.1  million).  In 2002, the
Company  reduced  manufacturing  capacity in its paint  business as part of the Company's  restructuring  programs.  In the
Custom & Specialty  segment,  sales decreased 8.2% from $77.6 million in 2001 to $71.2 million in 2002 driven  primarily by
a change in product mix ($7.6 million) partially offset by an increase in volume ($1.2 million).

    Gross Income

         Consolidated  gross income for the year ended  December 31, 2002 was $86.1 million as compared to $76.7 million in
2001, an increase of $9.4 million.  Along business  segment lines,  Aerosol gross income  dollars  increased  $12.2 million
versus 2001,  and the percentage to sales  increased  from 14.1% to 16.4%.  The increase in gross margin dollars was driven
by  increased  volume  ($5.3  million)  and  savings  realized  from  other  cost  containment   programs  ($2.4  million).
International  gross margin  decreased by $3.4 million,  and the  percentage to net sales  decreased from 7.8% to 6.0%. The
consolidation  of the  production  of all U.K.  production  volume into the Merthyr  Tydfil  plant  increased  our per unit
production  costs,  as the  inexperienced  work force  could not  produce  the same level of output as the prior  two-plant
workforce,  spoilage  costs  increased and machine  breakdowns  increased in frequency and duration.  These  inefficiencies
were partially offset by a $2.1 million benefit relating to the closure of our Southall,  U.K.  facility in August 2002 and
a non-recurring  pension benefit of $2.5 million.  In Germany,  our per unit costs also increased as the shift of our sales
mix to the third and fourth  quarters was not  adequately  planned nor  anticipated,  causing us to incur higher  overtime,
although fewer units were produced.  The Paint,  Plastic & General Line segment gross margin decreased $1.2 million,  while
the  percentage to net sales of 9.5% remained  fairly  constant with 2001 (9.6%).  The decrease in dollars  versus 2001 was
driven by plastics  competitive  pricing  pressures  ($2.9 million) and the overhead  absorption  impact of producing fewer
units due to the new Atlanta plant in the first half of 2002 ($1.4  million),  partially  offset by a $2.6 million  benefit
realized from  restructuring  programs and cost  containment  programs ($0.5 million).  In the Custom & Specialty  segment,
gross margin  dollars  increased to $0.7 million in 2002,  versus a loss of $1.0 million in 2001.  2001 gross  margins were
reduced by a $3.2  million  charge for the  write-off  of inventory  associated  with  discontinued  product  lines.  After
consideration of this one-time  write-off,  gross margin decreased due to a decline in volume at one facility and increased
manufacturing  support expenses ($1.1 million),  partially offset by benefits  realized from  restructuring  programs ($0.4
million).

    Selling, General and Administrative Costs

         Selling,  general and  administrative  costs  decreased from $46.6 million in 2001 to $37.9 million in 2002 due to
the lack of goodwill  amortization  during the year and  positive  results from  management's  focus on  Company-wide  cost
saving programs  initiated in 2001. The Company has ceased the  amortization  of goodwill.  Goodwill  amortization  for the
year ended December 31, 2001 was $2.8 million.

    Special Charges

         During 2002,  the Company  substantially  completed  the  restructuring  programs  initiated in 2001.  The Company
offered  voluntary  termination  programs to corporate office salaried  employees,  opened a new plastics plant in Atlanta,
Georgia and closed six planned  manufacturing  facilities.  The Burns Harbor,  Indiana  lithography  facility was closed in
the fourth quarter,  completing the facility closure program.  In addition,  during the fourth quarter of 2002, the Company
sold its Daegeling, Germany facility.

         During 2002, the Company  recorded a net charge of $8.7 million related to  restructuring.  The net charge of $8.7
million consists of new  restructuring  reserves of $11.9 million less reversals of $3.2 million due to the reassessment of
restructuring  reserves  established  in 2001.  Included  in the 2002  net  restructuring  charge  are  executive  position
elimination  costs and the loss on the sale of the Daegeling,  Germany  facility.  While the majority of the  restructuring
initiatives  have been  completed in 2002,  certain  portions of the programs  will not be  completed  until 2003,  and the
Company does not expect to realize the full earnings  benefits until 2004.  Certain  long-term  liabilities  (approximately
$3.7 million as of December 31, 2002),  consisting  primarily of employee  termination  costs and future  ongoing  facility
carrying costs will be paid over many years. The Company  initiated the  restructuring  programs in 2001 and recorded a net
restructuring charge of $36.2 million for the year.







         The table below presents the reserve categories and related activity as of December 31, 2002:

      (in millions)        January 1, 2002           Net            Deductions(c)       Other (b)        December 31, 2002
                               Balance           Additions(d)                                                 Balance
                           -----------------    ---------------    ----------------    -------------    --------------------
Employee Separation                   $21.2               $4.9             ($17.6)             $0.7                 $9.2

Facility Closing Costs                 10.7                3.8               (9.6)              1.6                  6.5
                           -----------------    ---------------    ----------------    -------------    --------------------
Total                                 $31.9               $8.7             ($27.2)             $2.3                $15.7(a)
                           =================    ===============    ================    =============    ====================



(a)  Includes $3.7 million classified as other long-term liabilities as of December 31, 2002.
(b)  Non-cash foreign currency translation impact and the reversal of $1.5 million of asset write-offs previously expensed in 2001.
(c)  Includes cash payments of $20.8 million.  The remaining non-cash deductions represent increased pension and post-retiree
     benefits transferred to Other Long-Term Liabilities and the non-cash loss recorded on the sale of the Daegeling facility.
(d)  Includes reversals of $3.2 million (representing $1.6 million of employee separation costs and $1.6 million of facility
     closing costs) as actual expenditures were less than anticipated.

    Interest Expense and Bank Financing Fees; Preferred Stock Dividend Requirements

         Interest  expense,  including bank financing  fees, in 2002  decreased  3.4%, or $1.9 million,  versus 2001 due to
lower interest rates ($3.4 million)  partially  offset by the interest  expense impact of higher average  borrowings  ($1.5
million). See Note (5) to the Consolidated Financial Statements for a further discussion of the Company's debt position.

         Payment  in kind  dividends  of $12.5  million  and $11.3  million on the  redeemable  preferred  stock  issued in
connection  with the  recapitalization  were  recorded in 2002 and 2001,  respectively.  See Note (11) to the  Consolidated
Financial Statements.

LIQUIDITY AND CAPITAL RESOURCES

         During 2003,  liquidity  needs were met through cash provided by operating  activities,  seasonal  borrowings made
under  credit  lines and  proceeds  from the sale of a  facility.  Principal  liquidity  needs  included  operating  costs,
seasonal  working capital needs and capital  expenditures.  Cash flow provided by operations was $21.0 million for the year
ended  December 31,  2003,  compared to $6.2 million for the year ended  December 31, 2002.  The increase in cash  provided
was primarily due to decreased restructuring expenditures ($ 12.0 million).

         Net cash used in investing  activities was $14.4 million in 2003, as compared to $21.7 million in 2002.  Investing
activities for 2003 relate primarily to capital  spending of $19.8 million,  including $1.6 million in conjunction with the
Company's  restructuring  programs,  offset by the  proceeds  received  from the sale of  property of $5.4  million.  As of
December 31, 2003, the cost to complete  projects  included in  Construction  in Progress is estimated at $8.6 million.  We
are  contractually  committed  to spend  approximately  75% of this amount,  however we expect to spend the entire  amounts
necessary to complete these projects.  Total capital  expenditures  in 2002 were $27.2 million,  including $11.5 million in
conjunction  with the  Company's  restructuring  programs.  Base  capital  expenditures  are  expected  to range from $20.0
million to $24.0  million in 2004.  Capital  expenditures  are  expected  to be funded  from cash on hand,  operations  and
borrowings under the revolving credit facility.  Capital investments have historically  yielded reduced operating costs and
improved  profit  margins,  and  management  believes  that  the  strategic  deployment  of  capital  will  enable  overall
profitability to improve by leveraging the economies of scale inherent in the manufacturing of containers.

         Net cash  provided by financing  activities  in 2003 was $8.8  million  versus cash  provided of $12.0  million in
2002.  Cash  provided by financing  activities  in 2003  includes the  proceeds of the initial sale of  receivables  by the
Company's subsidiary May Verpackungen as discussed below.

         On July 22,  2003,  the Company  completed an offering of $125  million of 10 7/8% Senior  Secured  Notes due 2010
("Senior Secured Notes").  The Notes are secured,  on a second priority basis, by substantially  all of the collateral that
currently secures the Company's Senior Secured Credit Facility.

         The Company also amended its Senior  Secured  Credit  Facility to permit the offering of the Senior  Secured Notes
and adjust certain financial  covenants,  among other things.  These amendments also permit,  from time to time and subject
to certain  conditions,  the Company to repurchase a portion of its outstanding 12 3/8% senior  subordinated  notes in open
market or privately negotiated purchases.

         The Company used the $125 million in proceeds  generated  from the offering to prepay $23.3 million of its Tranche
A term loan,  $46.7 million of its Tranche B term loan and to reduce its borrowings  under its revolving credit facility by
$55.0 million.  The repayments  under the revolving  credit facility did not reduce the $110.0 million amount available for
borrowings  under the  facility.  The  prepayments  under the Tranche A term loan were  applied in direct order of maturity
and eliminate  quarterly  principal  payments  through  December  2004.  Through  December 31, 2003,  the Company  incurred
approximately  $6.9 million of fees and expenses  related to the offering and the  amendment of its Senior  Secured  Credit
Facility.

         At December 31, 2003,  $42.1  million had been borrowed  under the $110.0  million  revolving  loan portion of the
Senior  Secured  Credit  Facility.  Letters  of Credit  of $13.3  million  were also  outstanding  securing  the  Company's
obligations  under  various  insurance  programs  and other  contractual  agreements.  In  addition,  the Company had $23.5
million of cash and cash equivalents at year end.

         Amounts  outstanding  under the Senior Secured Credit  Facility bear interest at a rate per annum equal to either:
(1) the base rate (as  defined in our  Senior  Secured  Credit  Facility)  or (2) the LIBOR rate (as  defined in our Senior
Secured  Credit  Facility),  in each  case,  plus an  applicable  margin.  The  applicable  margins  are  subject to future
reductions  based on the  achievement  of certain  leverage  ratio targets and on the credit  rating of our Senior  Secured
Credit Facility.

         Borrowings  under the Tranche A term loan are due and payable in  quarterly  installments,  beginning in the first
quarter 2005. The payments in the first three  quarters of 2005 will be  approximately  $3.5 million per quarter,  and $7.1
million  will be paid in the  fourth  quarter  of 2005.  Borrowings  under the  Tranche B term loan are due and  payable in
quarterly  installments  of nominal  amounts.  The  balance  under the Tranche A and Tranche B term loans is due in January
2006. No payments are due on  borrowings  under the Tranche C term loan prior to its final  maturity in January  2006.  The
revolving  credit facility is available until January 4, 2006.  Additionally,  the Company's Senior Secured Credit Facility
requires a  prepayment  in the event  that  excess  cash flow (as  defined)  exists and  following  certain  other  events,
including certain asset sales and issuances of debt and equity.

         United States Can has outstanding  $125.0 million  aggregate  principal amount of 10 7/8% Senior Secured Notes due
July 15, 2010.  The 10 7/8% Senior  Secured Notes are secured  obligations,  on a second  priority basis behind the lenders
under the  Company's  Senior  Secured  Credit  Facility,  of United States Can and are senior in right of payment to all of
United  States Can's  unsubordinated  indebtedness.  The 10 7/8% Senior  Secured Notes are  guaranteed on a senior  secured
basis by U.S. Can and all of United States Can's domestic restricted subsidiaries.

         United States Can also has outstanding  $171.7 million aggregate  principal amount of 12 3/8% Senior  Subordinated
Notes due October 1, 2010.  The 12 3/8% Senior  Subordinated  Notes are unsecured  obligations of United States Can and are
subordinated in right of payment to all of United States Can's senior  indebtedness.  The 12 3/8% Senior Subordinated Notes
are  guaranteed by U.S. Can and all of United States Can's  domestic  restricted  subsidiaries.  During  December  2003, in
accordance  with the amended  Senior  Secured  Credit  Facility,  the Company  repurchased  $3.3 million face value 12 3/8%
Senior  Subordinated Notes at a discount,  plus accrued interest.  A gain of $0.2 million from the early  extinguishment of
the 12 3/8% Senior  Subordinated  Notes,  related to the discount and net of related deferred financing costs, was recorded
in operating income.

         The Senior Secured Credit  Facility,  the 10 7/8% Senior Secured Notes and the 12 3/8% Senior  Subordinated  Notes
contain a number of  financial  and  restrictive  covenants.  Under our Senior  Secured  Credit  Facility,  the  Company is
required to meet certain  financial tests,  including  achievement of a minimum EBITDA level, a minimum  interest  coverage
ratio, a minimum fixed charge coverage ratio and a maximum  leverage ratio.  The restrictive  covenants limit the Company's
ability to incur debt,  pay dividends or make  distributions,  sell assets or  consolidate  or merge with other  companies.
The Company was in compliance  with all of the required  financial  ratios and other covenants  under both  facilities,  as
amended, at December 31, 2003 and anticipates being in compliance in 2004.

            On November 13, 2003, May finalized the terms of a two-year accounts receivable  factoring  arrangement.  Under
the terms of the  agreement,  May will  factor its  customer  accounts  receivable,  subject to a maximum of (Euro)12 million of
receivables.  May pays a nominal  factoring fee and an interest charge for amounts  advanced to May that have not been paid
by the customer to the factor.  May received its initial draw under the  factoring  agreement  ($11.2  million) in December
2003 and used a portion of this draw to repay all of its borrowings  under two bank facilities.  In addition,  one of May's
lenders  agreed to extend the existing  facility for  borrowings up to (Euro)1.3 million  through June 30, 2004.  Any borrowings
under the  extended  facility  will be  secured  by one  manufacturing  plant.  We  cannot  assure  you that the  factoring
arrangement will be sufficient to meet May's funding  requirements  during its peak third quarter  borrowing period. If the
factoring  arrangement  is not  sufficient  to meet May's  funding  requirements,  the  Company  would  expect to extend or
refinance  the  current  bank  facilities,  but we cannot  assure  you that the  Company  will be able to obtain the needed
extensions or refinancing.  If additional  funds above those available from the factoring  arrangement are required and the
Company is unable to extend or  refinance  the current  bank  facilities,  the Company  would seek to provide  funding from
other  sources  currently  available  to the  Company,  including  existing or new lines of credit in Europe and the United
States.

         As more fully  described in Note (3) to the  Consolidated  Financial  Statements,  the Company  initiated  several
restructuring  programs in 2001.  While the majority of the  restructuring  initiatives  were  completed  in 2002,  certain
portions of the programs were not completed until 2003.  Future cash  requirements  related to these programs are estimated
to be  approximately  $3.4  million  in 2004  and $4.5  million  in 2005  and  beyond,  consisting  primarily  of  employee
termination  costs and future ongoing  facility  carrying costs that will be paid over many years.  The Company  expects to
fund these cash requirements from cash on hand, operations and borrowings under the revolving credit facility.

         The table below presents the reserve categories and related activity as of December 31, 2003:

                           January 1, 2003           Net                                                 December 31, 2003
      (in millions)            Balance           Additions(c)      Cash Deductions      Other (b)             Balance
                           -----------------    ---------------    ----------------    -------------    --------------------
Employee Separation                    $9.2             ($6.0)             $0.4               $4.3                 $0.7
Facility Closing Costs                  6.5              (0.1)             (2.8)                -                   3.6
                           -----------------    ---------------    ----------------    -------------    --------------------
Total                                 $15.7              $0.6             ($8.8)              $0.4                 $7.9 (a)
                           =================    ===============    ================    =============    ====================


(a)  Includes $4.5 million classified as other long-term liabilities as of December 31, 2003.
(b)  Non-cash foreign currency translation impact.
(c)  Includes reversals of $1.8 million due to the re-assessment of reserves.

         The  Company has also  initiated  a customer  and product  line  profitability  review  within its German food can
business.  As a result of this  review,  the  Company  intends to exit  certain  unprofitable  customer  relationships  and
product lines  (representing  less than 10% of International  segment sales and less than 3% of total Company sales) during
2004. The Company will record  restructuring  charges related to these product line exits,  primarily  employee  severance,
but has not yet quantified the amount of the charges.

         At existing  levels of  operations,  cash  generated  from  operations  together with amounts to be drawn from the
revolving  credit  facility,  are  expected to be adequate to meet  anticipated  debt service  requirements,  restructuring
costs,  capital  expenditures and working capital needs.  Future operating  performance,  unexpected capital  expenditures,
investments,  acquisitions  and the ability to service or refinance the notes,  to service,  extend or refinance the senior
secured credit facility and to redeem or refinance our preferred  stock will be subject to future  economic  conditions and
to financial, business and other factors, many of which are beyond management's control.







         The Company has a number of  contractual  commitments to make future cash  payments.  Under  existing  agreements,
contractual obligations as of December 31, 2003 are as follows (000's omitted):

                                                                            Payments due by period
                      Contractual Obligations (b)            1st year      2-3 years     4-5 years    After 5 years
             -------------------------------------------------------------------------------------------------------
             Long term debt..............................       $18,751       $232,965       $ 2,052       $ 300,710
             Capital lease obligations...................           748             40             -               -
             Operating leases............................         6,327          9,984         7,214          12,284
             Pension & other post-retirement employee
                benefit obligations (a)..................         3,089          5,900         6,518               -
             Other long-term liabilities on the
                consolidated balance sheet...............         2,652          2,311           221             159
                                                           ----------------------------------------------------------
             Total Contractual Commitments...............      $ 31,567       $251,200      $ 16,005       $ 313,153

             (a) These amounts exclude the Company's  non-U.S.  pension plans as this  information is not available.
                 Payments  to the  Company's  non-U.S.  pension  plans  were $3.3  million  in 2003.  The  Company's
                 long-term  pension and  post-retirement  benefit  obligations  are estimates based on the Company's
                 current information and are subject to collective bargaining  agreements.  The Company reserves the
                 right to make changes to these  estimates in the future as facts and  circumstances  change and new
                 information is received.  Additionally,  the amount of contractual obligations beyond five years is
                 not reliably estimable and is therefore not included in the table.

             (b) The aggregate  amount of the Company's  open purchase  obligations is not included in the Company's
                 contractual  obligations  table due to the  short-term  nature and,  excluding  the amount that the
                 Company has  committed  to spend to complete  projects  included in  Construction  in Progress  (as
                 discussed  previously),  the  immateriality  of  the  purchase  obligations  that  the  Company  is
                 contractually obligated to as of December 31, 2003.


         See Note (5) to the Consolidated  Financial  Statements for further information on obligations under our borrowing
agreements and Note (9) for further information on capital and operating leases.

         The  Company's  amended  Senior  Secured  Credit  Facility  permits,  from  time to time and  subject  to  certain
conditions,  the  redemption of the  subordinated  debt.  The Company  intends to pursue  opportunistic  repurchases of its
outstanding 12 3/8% Senior Subordinated Notes as time and circumstances permit,  subject to market conditions,  the trading
price of the 12 3/8% Senior Subordinated Notes and the terms of the Company's Senior Secured Credit Facility.

         The Company  continually  evaluates  all areas of its  operations  for ways to improve  profitability  and overall
Company  performance.  In connection with these  evaluations,  management  considers  numerous  alternatives to enhance the
Company's  existing  business  including,  but  not  limited  to  acquisitions,  divestitures,  capacity  realignments  and
alternative capital structures.

INFLATION

         Tin-plated steel represents the primary component of the Company's raw materials requirements.  Historically,  the
Company has not always been able to immediately  offset  increases in tinplate  prices with customer price  increases.  The
Company's  capital spending  programs and manufacturing  process upgrades are designed to increase  operating  efficiencies
and mitigate the impact of inflation on the Company's cost structure.

         Tin-plate  prices have increased  slightly over the last five years.  While there is some  long-term  variability,
tin-plate  prices have generally been stable and price  increases have  historically  been announced  several months before
implementation.  This stability has enhanced the Company's  ability to  communicate  and negotiate  required  selling price
increases with its customers and minimizes  fluctuations  of the Company's  gross margins.  Many of the Company's  domestic
and some of its  international  multi-year  supply  agreements with its customers permit it to pass through tin-plate price
increases  and, in some  cases,  other raw  material  costs.  Starting in the fourth  quarter of 2003,  many  domestic  and
foreign steel suppliers began  experiencing a shortage of coke, an important  component of the  steel-making  process.  The
shortage is due to many  factors,  which  include the growing  Chinese  steel  market and a fire at a coal mine in the U.S.
that  produces  coke and is  expected  to  continue in at least the near  future.  While we cannot  predict  the  long-term
effects the shortage  will have on our  tin-plate  costs,  the shortage has caused some steel  manufacturers  to consider a
surcharge  on steel,  which  could  potentially  increase  our  tinplate  prices.  The  Company has not always been able to
immediately offset increases in tin-plate prices with price increases on its products.

NEW ACCOUNTING PRONOUNCEMENTS

         The Financial  Accounting Standards Board (FASB) issued SFAS No. 146 "Accounting for Costs Associated With Exit or
Disposal  Activities,"  in July  2002.  SFAS No.  146  requires  that a  liability  for a cost  associated  with an exit or
disposal  activity be recognized  when the liability is incurred.  SFAS No. 146 supercedes the guidance of Emerging  Issues
Task Force ("EITF") Issue No. 94-3 "Liability  Recognition  for Certain  Employee  Termination  Benefits and Other Costs to
Exit an Activity,"  which required that  liabilities for exit costs be recognized at the date of an entity's  commitment to
an exit plan.  SFAS No. 146 is effective for exit or disposal  activities  that are initiated  after  December 31, 2002. As
discussed in Note (3), the Company  recorded  restructuring  charges in 2003 in accordance  with the provisions of SFAS No.
146.

         In January 2003, the FASB issued FASB  Interpretation No. 46,  "Consolidation of Variable Interest Entities" ("FIN
46"),  which requires  variable  interest  entities to be consolidated by the primary  beneficiary of the entity if certain
criteria  are met.  FIN 46 is  effective  immediately  for all new variable  interest  entities  created or acquired  after
January 31, 2003. For variable  interest  entities  created or acquired prior to February 1, 2003, the provisions of FIN 46
became  effective  during the fourth  quarter of 2003. The Company  adopted FIN 46 in January of 2003.  There was no impact
to the financial position and results of operations of the Company as a result of the adoption in 2003.

         In December of 2003,  the FASB issued a revised  SFAS No. 132  "Employers'  Disclosures  about  Pensions and Other
Postretirement  Benefits".  The statement  revises  employers'  disclosures  about  pension plans and other  postretirement
benefit  plans but it does not change the  measurement  or  recognition  of those plans.  The revised SFAS No. 132 requires
additional  disclosures  to those in the  original  SFAS 132 about the assets,  obligations,  cash flows,  and net periodic
benefit cost of defined  pension  plans and other defined  benefit  postretirement  plans.  The  statement  also  increases
quarterly  pension  plan and  postretirement  benefit plan  disclosure  requirements.  Revised  SFAS No. 132 domestic  plan
disclosure  requirements  are  effective  for  financial  statements  with fiscal  years  ending  after  December 15, 2003.
However,  disclosure of  information  about  foreign  plans  required by the Statement is effective for fiscal years ending
after June 15,  2004.  The Company  adopted  this  statement  in December of 2003 and there was no impact to the  financial
position and results of operations of the Company as a result of the  adoption.  See Notes (7) and (8) to the  Consolidated
Financial Statements for the additional disclosures required by this pronouncement.







ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

  Foreign Currency Risk

         The Company bears foreign exchange risk because much of our financing is currently  obtained in U.S. dollars,  but
a portion of the  Company's  revenues  and  expenses  are earned in the various  currencies  of our  foreign  subsidiaries'
operations.  The revolving  credit  facility  allows certain  foreign  subsidiaries  to borrow up to $75 million in British
Pounds Sterling, and Euros. The Company has not made borrowings in any of these currencies.

  Interest Rate Risk

         Interest rate risk exposure results from our floating rate  borrowings.  A portion of the interest rate risks were
hedged by entering  into swap and collar  agreements.  The  agreements  expired on October 10,  2003.  The Company does not
currently intend to enter into new interest rate protection agreements.

         The table below  provides  information  about the  Company's  debt  obligations  that are  sensitive to changes in
interest rates as of December 31, 2003.  The table presents  principal  cash flows and related  weighted  average  interest
rates by expected maturity dates.

Debt Obligations                 2004        2005         2006        2007         2008      Thereafter  Fair Value
--------------------------    ----------- ------------ ----------- ------------ ------------ ----------- -------------
--------------------------
                                                               (dollars in millions)
Fixed rate                       $0.7         $  --       $0.9         $  --        $          $296.7     $290.2
                                                                                   --
Average interest rate                                      10.13%          --                    11.74%
                                 6.14%      --                                    --
Variable rate                     $18.8       $19.2        $212.9      $1.0         $   1.1     $4.0      $252.1
Average interest rate                           5.15%                    4.74%                   1.20%
                                 5.07%                    5.08%                    4.74%

         The Company does not use  financial  instruments  for trading or  speculative  purposes.  Quoted market values are
only  available on the 10 7/8% Senior Secured Notes and 12 3/8% Senior  Subordinated  Notes.  Fair value  amounts,  because
they do not include certain costs such as prepayment  penalties,  do not represent the amount the Company would have to pay
to reacquire and retire all of its outstanding debt in a current transaction.







ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                                                                                                                   Page
                                                                                                                   ----

Independent Auditors' Report for 2003 and 2002.............................................................       26

Report of Independent Accountants for 2001.................................................................       27

Consolidated Statements of Operations for the Years Ended December 31, 2003, 2002 and 2001.................       28

Consolidated Balance Sheets as of December 31, 2003 and 2002...............................................       29

Consolidated Statements of Stockholders' Equity for the Years Ended December 31, 2003, 2002 and 2001.......       30

Consolidated Statements of Cash Flows for the Years Ended December 31, 2003, 2002 and 2001.................       31

Notes to Consolidated Financial Statements.................................................................       32














     INDEPENDENT AUDITORS' REPORT

     To U.S. Can Corporation:
     Lombard, Illinois


     We have audited the accompanying  consolidated balance sheets of U.S. Can Corporation and Subsidiaries ("the Company")
     as of December 31, 2003 and 2002, and the related  consolidated  statements of operations,  stockholders'  equity, and
     cash flows for the years then ended. These financial  statements are the  responsibility of the Company's  management.
     Our  responsibility  is to express an opinion on these  financial  statements  based on our audits.  The  consolidated
     financial  statements of the Company for the year ended  December 31, 2001,  before the  inclusion of the  disclosures
     discussed in Note 14 to the financial statements,  were audited by other auditors,  who have ceased operations.  Those
     auditors expressed an unqualified opinion on those financial statements in their report dated March 6, 2002.

     We conducted our audits in  accordance  with auditing  standards  generally  accepted in the United States of America.
     Those standards 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.  An audit also includes assessing the accounting principles used
     and significant estimates made by management,  as well as evaluating the overall financial statement presentation.  We
     believe that our audits provide a reasonable basis for our opinion.

     In our opinion,  such 2003 and 2002 consolidated  financial  statements present fairly, in all material respects,  the
     financial  position of U.S. Can  Corporation and  Subsidiaries  as of  December 31,  2003 and 2002, and the results of
     their  operations and their cash flows for the years then ended, in conformity with  accounting  principles  generally
     accepted in the United States.

     As discussed in Note 2, in 2002 the Company  changed its method of accounting for goodwill as required by Statement of
     Financial Accounting Standards (Statement) No. 142, "Goodwill and Other Intangible Assets."

     As discussed above,  the financial  statements of U.S. Can Corporation as of December 31, 2001, and for the years then
     ended were audited by other auditors who have ceased operations.  As described in Note 14, these financial  statements
     have been revised to include the  transitional  disclosures  required by Statement  No. 142,  which was adopted by the
     Company as of January 1, 2002. Our audit  procedures  with respect to the  disclosures in Note 14 with respect to 2001
     included (i) comparing the  previously  reported net income to the  previously  issued  financial  statements  and the
     adjustments to reported net income  representing  amortization  expense (including any related tax effects) recognized
     in those periods related to goodwill,  to the Company's underlying records obtained from management,  and (ii) testing
     the mathematical  accuracy of the  reconciliation of adjusted net income to reported net income.  In our opinion,  the
     disclosures  for 2001 in Note 14 are  appropriate.  However,  we were not  engaged  to  audit,  review,  or apply  any
     procedures  to the 2001  financial  statements  of the  Company  other  than with  respect  to such  disclosures  and,
     accordingly,  we do not express an opinion or any other form of assurance on the 2001 financial  statements taken as a
     whole.


     Deloitte & Touche LLP
     Chicago, Illinois
     March 5, 2004








REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


     The  following  report is a copy of a report  previously  issued by Arthur  Andersen LLP and has not been  reissued by
     Arthur  Andersen  LLP. In fiscal 2002,  the Company  adopted the  provisions  of  Statement  of  Financial  Accounting
     Standards  No.  142,  "Goodwill  and  Other  Intangible  Assets"  (SFAS  No.  142).  As  discussed  in  Note 14 to the
     consolidated  financial statements,  the Company has presented the transitional  disclosures for 2001 required by SFAS
     No. 142. The Arthur  Andersen LLP report does not extend to these  transitional  disclosures.  These  disclosures  are
     reported on by Deloitte & Touche LLP as stated in their report appearing herein.


     TO U.S. CAN CORPORATION:

     We have audited the  accompanying  consolidated  balance sheets of U.S. CAN CORPORATION (a Delaware  corporation)  AND
     SUBSIDIARIES as of December 31, 2001 and 2000, and the related  consolidated  statements of operations,  stockholders'
     equity and cash flows for each of the three years in the period ended December 31, 2001*.  These financial  statements
     are the  responsibility of the Company's  management.  Our  responsibility is to express an opinion on these financial
     statements based on our audits.

     We  conducted  our audits in  accordance  with  auditing  standards  generally  accepted in the United  States.  Those
     standards  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.  An audit also includes assessing the accounting principles used
     and significant estimates made by management,  as well as evaluating the overall financial statement presentation.  We
     believe that our audits provide a reasonable basis for our opinion.

     In our opinion, the financial statements referred to above present fairly, in all material respects,  the consolidated
     financial  position of U.S. Can Corporation and  Subsidiaries as of December 31, 2001 and 2000, and the results of its
     operations  and its 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.


     ARTHUR ANDERSEN LLP
     Chicago, Illinois
     March 6, 2002


     * The 2000 and 1999 consolidated financial statements are not required to be presented in the 2003 annual report.







                                           U.S. CAN CORPORATION AND SUBSIDIARIES
                                           CONSOLIDATED STATEMENTS OF OPERATIONS
                                                      (000's omitted)


                                                                               For the Year Ended
                                                             -------------------------------------------------------
                                                               December 31,       December 31,       December 31,
                                                                   2003               2002               2001
                                                             -----------------  -----------------  -----------------

Net Sales.................................................          $822,896           $796,500           $772,188

Cost of Sales.............................................           735,472            710,395            695,514
                                                             -----------------  -----------------  -----------------

     Gross Income.........................................            87,424             86,105             76,674

Selling, General and Administrative Expenses..............            36,665             37,853             46,581

Special Charges...........................................               612              8,705             36,239
                                                             -----------------  -----------------  -----------------

     Operating Income (Loss)..............................            50,147             39,547             (6,146)

Interest Expense..........................................            54,444             51,333             54,668

Bank Financing Fees.......................................             6,118              4,051              2,636
                                                             -----------------  -----------------  -----------------

     Loss Before Income Taxes.............................           (10,415)           (15,837)           (63,450)

Provision (Benefit) for Income Taxes......................             3,105             37,637            (23,034)
                                                             -----------------  -----------------  -----------------

     Loss from Operations Before Cumulative Effect of
    Accounting Change.....................................           (13,520)           (53,474)           (40,416)

Cumulative Effect of Accounting Change, net of income  taxes               -            (18,302)                 -
                                                             -----------------  -----------------  -----------------

     Net Loss Before Preferred Stock Dividends............           (13,520)           (71,776)           (40,416)

Preferred Stock Dividend Requirement......................           (13,821)           (12,521)           (11,345)
                                                             -----------------  -----------------  -----------------

     Net Loss Attributable to Common Stockholders.........          $(27,341)          $(84,297)          $(51,761)
                                                             =================  =================  =================

                              The accompanying Notes to Consolidated Financial Statements are
                                           an integral part of these statements.






                                           U.S. CAN CORPORATION AND SUBSIDIARIES
                                                CONSOLIDATED BALANCE SHEETS
                                          (000's omitted, except per share data)


                                                                                December 31,           December 31,
                                  ASSETS                                            2003                   2002
                                                                            ---------------------  ---------------------
CURRENT ASSETS:
     Cash and cash equivalents............................................              $23,540                $11,790
     Accounts receivable, net of allowances...............................               87,609                 89,986
     Inventories, net.....................................................               95,545                105,635
     Deferred income taxes................................................                  829                  7,730
     Other current assets.................................................               13,573                 14,466
                                                                            ---------------------  ---------------------
          Total current assets............................................              221,096                229,607

PROPERTY, PLANT AND EQUIPMENT, less accumulated
     depreciation and amortization........................................              243,373                241,674

GOODWILL, less accumulated amortization...................................               27,384                 27,384

DEFERRED INCOME TAXES.....................................................               30,816                 29,340

OTHER NON-CURRENT ASSETS..................................................               54,519                 50,821

                                                                            ---------------------  ---------------------
          Total assets....................................................             $577,188               $578,826
                                                                            =====================  =====================

                   LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
     Current maturities of long-term debt and capital lease obligations...              $19,499                $26,153
     Accounts payable.....................................................               90,851                 94,537
     Accrued expenses.....................................................               46,485                 51,446
     Restructuring reserves...............................................                3,422                 11,990
     Income taxes payable.................................................                1,249                    958
                                                                            ---------------------  ---------------------
          Total current liabilities.......................................              161,506                185,084

LONG TERM DEBT............................................................              535,767                523,529

LONG TERM LIABILITIES PURSUANT TO EMPLOYEE
   BENEFIT PLANS..........................................................               71,779                 74,574

OTHER LONG-TERM LIABILITIES...............................................                7,086                  6,352
                                                                            ---------------------  ---------------------

          Total liabilities...............................................              776,138                789,539

REDEEMABLE PREFERRED STOCK, 200,000 shares authorized, 106,667 shares
      issued & outstanding................................................              146,954                133,133

STOCKHOLDERS' EQUITY:
     Common stock, $10.00 par value, 100,000 shares authorized, 53,333
      shares issued & outstanding.........................................                  533                    533
     Additional paid-in-capital...........................................               52,800                 52,800
     Accumulated other comprehensive loss.................................              (25,793)               (51,076)
     Accumulated deficit..................................................             (373,444)              (346,103)
                                                                            ---------------------  ---------------------
          Total stockholders' equity / (deficit)..........................             (345,904)              (343,846)
                                                                            ---------------------  ---------------------
               Total liabilities and stockholders' equity.................             $577,188               $578,826
                                                                            =====================  =====================


                                The accompanying Notes to Consolidated Financial Statements
                                         are an integral part of these statements.






                                           U.S. CAN CORPORATION AND SUBSIDIARIES
                                      CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                                                      (000's omitted)

                                             Common    Paid-in-CapitAccumulated     Accumulated   Comprehensive
                                                                       Other
                                                                   Comprehensive
                                              Stock                     Loss          Deficit     Income (Loss)
                                           ----------------------------------------------------------------------
BALANCE AT                                  $    533     $52,800    $ (19,674)      $(207,982)
   DECEMBER 31, 2000...................
Net loss before preferred
   stock dividends.....................            -           -            -         (40,416)      $   (40,416)
Settlement of shareholder
    litigation in connection
    with the recapitalization..........            -           -            -          (2,063)                -
Unrealized loss on cash flow
    hedge..............................            -           -       (3,862)              -            (3,862)
Preferred stock dividends..............            -           -            -         (11,345)                -
Equity adjustment to reflect
   minimum pension liability...........            -           -         (288)              -              (288)
Currency translation adjustment........            -           -      (14,827)              -           (14,827)
                                                                                                 ----------------
Comprehensive loss.....................                                                             $   (59,393)
                                           ------------------------------------------------------================
BALANCE AT                                       533      52,800      (38,651)       (261,806)
   DECEMBER 31, 2001...................
Net loss before preferred
   stock dividends.....................            -          -            -          (71,776)      $   (71,776)
Unrealized gain on cash flow
    hedge..............................            -          -          176                -               176
Preferred stock dividends..............            -          -            -          (12,521)                -
Equity adjustment to reflect
   minimum pension liability...........            -          -      (22,058)               -           (22,058)
Currency translation
   adjustment..........................            -          -        9,457                -             9,457
                                                                                                 ----------------
Comprehensive loss.....................                                                             $   (84,201)
                                           ------------------------------------------------------================
BALANCE AT                                       533      52,800      (51,076)       (346,103)
   DECEMBER 31, 2002...................
Net loss before preferred
   stock dividends.....................            -          -            -          (13,520)      $   (13,520)
Unrealized gain on cash
   flow hedge..........................            -          -        3,686                -             3,686
Preferred stock dividends..............            -          -            -          (13,821)                -
Equity adjustment to reflect
   minimum pension liability...........            -          -        3,565                -             3,565
Currency translation
   adjustment..........................            -          -       18,032                -            18,032
                                                                                                 ----------------
Comprehensive income...................                                                             $    11,763
                                                                                                 ================
                                           ------------------------------------------------------
BALANCE AT                                  $    533   $ 52,800     $(25,793)      $ (373,444)
   DECEMBER 31, 2003...................
                                           ======================================================


                                The accompanying Notes to Consolidated Financial Statements
                                         are an integral part of these statements.








                                            U.S. CAN CORPORATION AND SUBSIDIARIES
                                           CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                      (000's omitted)

                                                                                    For the Year Ended December 31,
                                                                            ------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:                                            2003            2002             2001
                                                                            --------------- ---------------  ---------------
  Net loss before preferred stock dividends requirements................         $(13,520)       $(71,776)        $(40,416)
  Adjustments to reconcile net loss to net cash provided by
     operating activities -
     Depreciation and amortization......................................           38,303          36,086           34,626
     Special charges....................................................              612           8,705           36,239
     Cumulative effect of accounting change, net of tax.................                -          18,302                -
     Deferred income taxes..............................................              411          35,724          (24,369)
     Change in operating assets and liabilities, net of effect of
       acquired and disposed of businesses:
      Accounts receivable................................................          (5,514)         11,859           (5,677)
      Inventories........................................................          17,732           2,432           11,070
      Accounts payable...................................................         (11,568)         (9,220)          (3,366)
      Accrued expenses...................................................         (11,168)        (21,357)         (12,838)
      Other, net.........................................................           5,744          (4,591)          (2,261)
                                                                            --------------- ---------------  ---------------
         Net cash provided by (used in) operating activities.............          21,032           6,164           (6,992)
                                                                            --------------- ---------------  ---------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures, including restructuring capital.................          (19,847)        (27,235)         (19,537)
  Acquisition of business, net of cash acquired.........................                -               -           (4,198)
  Proceeds from sale of property........................................            5,429           5,662            7,208
  Investment in Formametal S.A..........................................                -            (133)          (7,891)
                                                                            --------------- ---------------  ---------------
         Net cash used in investing activities..........................          (14,418)        (21,706)         (24,418)
                                                                            --------------- ---------------  ---------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Settlement of shareholder litigation..................................                -               -           (2,063)
  Repurchase of 12 3/8% notes...........................................           (3,011)              -                -
  Issuance of 10 7/8% notes.............................................          125,000               -                -
  Net borrowings (payments) under the revolving line of credit..........          (27,600)         13,600           37,600
  Payments of Tranche A loan............................................          (27,294)         (8,000)          (6,000)
  Payments of Tranche B loan............................................          (47,575)         (1,000)          (1,250)
  Borrowing of Tranche C loan...........................................                -               -           20,000
  Borrowing of other long-term debt.....................................            4,814          11,079                -
  Proceeds from accounts receivable factoring...........................           11,195               -                -
  Payments of other long-term debt, including capital lease obligations.          (19,829)         (3,689)          (6,852)
  Payment of debt financing costs.......................................           (6,938)              -           (6,294)
                                                                            --------------- ---------------  ---------------
         Net cash provided by financing activities......................            8,762          11,990           35,141
                                                                            --------------- ---------------  ---------------
EFFECT OF EXCHANGE RATE CHANGES ON CASH.................................           (3,626)            599              228
                                                                            --------------- ---------------  ---------------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS........................           11,750          (2,953)           3,959
CASH AND CASH EQUIVALENTS, beginning of year............................           11,790          14,743           10,784
                                                                            --------------- ---------------  ---------------
CASH AND CASH EQUIVALENTS, end of year..................................          $23,540         $11,790          $14,743
                                                                            =============== ===============  ===============

                                The accompanying Notes to Consolidated Financial Statements
                                         are an integral part of these statements.






                                            U.S. CAN CORPORATION AND SUBSIDIARIES

                                         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                              DECEMBER 31, 2003, 2002 AND 2001

(1)  Basis of Presentation and Operations

         The consolidated  financial  statements  include the accounts of U.S. Can Corporation (the  "Corporation" or "U.S.
Can"), its wholly owned subsidiary,  United States Can Company ("United States Can"), and United States Can's  subsidiaries
(the  "Subsidiaries").  All significant  intercompany  balances and  transactions  have been  eliminated.  The consolidated
group is referred to herein as "the Company".  Certain prior year amounts have been  reclassified  to conform with the 2003
presentation.  The reclassifications had no effect on net loss attributable to common stockholders or total assets.

         The Company is a supplier of steel and plastic containers for personal care, household,  food,  automotive,  paint
and industrial  supplies,  and other  specialty  products.  The Company owns or leases 13 plants in the United States and 8
plants located in Europe.

(2)  Summary of Significant Accounting Policies

         (a) Cash and Cash Equivalents - The Company considers all liquid  interest-bearing  instruments  purchased with an
original maturity of three months or less to be cash equivalents.

         (b) Accounts Receivable  Allowances - Allowances for accounts receivable are based on the customer  relationships,
the aging and turns of accounts  receivable,  credit worthiness of customers,  credit  concentrations  and payment history.
Although  management  monitors  collections and credit worthiness,  the inability of a particular customer to pay its debts
could  impact  collectibility  of  receivables  and could have an impact on future  revenues  if the  customer is unable to
arrange other financing. Activity in the accounts receivable allowances accounts was as follows (000's omitted):

                                                                                  2003             2002             2001
                                                                                  ----             ----             ----

   Balance at beginning of year...........................................    $      16,114   $    12,243    $    10,971
      Provision for doubtful accounts.....................................            1,557         1,437            621
      Change in discounts, allowances and rebates.........................             (932)        3,378            790
      Write-offs of doubtful accounts, net of recoveries..................             (313)         (944)          (139)
                                                                              -------------   -----------    -----------
   Balance at end of year.................................................    $      16,426   $    16,114    $    12,243
                                                                              =============   ===========    ===========

         (c) Inventories--  Inventories are stated at the lower of cost or market and include  material,  labor and factory
overhead.  Costs for United States inventory have been determined  using the last-in,  first-out  ("LIFO") method.  Had the
inventories been valued using the first-in,  first-out ("FIFO") method, the amount would not have differed  materially from
the  amounts as  determined  using the LIFO  method.  Costs for  Subsidiaries'  inventory  have been  determined  using the
first-in,  first-out ("FIFO") method.  Subsidiaries'  inventory was approximately $42.8 million as of December 31, 2003 and
approximately  $48.1 million as of December 31,  2002 and 2001. The Company estimates  reserves for inventory  obsolescence
and shrinkage based on its judgment of future realization.

         Inventories reported in the accompanying balance sheets were classified as follows (000's omitted):

                                                                                               2003              2002
                                                                                               ----              ----

    Raw materials.......................................................................   $       21,382    $    23,492
    Work in progress....................................................................           39,286         46,435
    Finished goods......................................................................           34,877         35,708
    Total Inventory.....................................................................   $       95,545    $   105,635
                                                                                           ==============    ===========


         (d)  Property,  Plant and  Equipment--Property,  plant and  equipment  is recorded  at cost.  Major  renewals  and
betterments  which  extend the useful life of an asset are  capitalized;  routine  maintenance  and repairs are expensed as
incurred.   Maintenance  and  repairs  charged  against  earnings  were  approximately  $27.5  million,  $27.4 million  and
$28.6 million  in 2003, 2002 and 2001,  respectively.  Upon sale or retirement of these assets,  the asset cost and related
accumulated depreciation are removed from the accounts and any related gain or loss is reflected in income.

         Depreciation for financial  reporting  purposes is principally  provided using the  straight-line  method over the
estimated  useful  lives of the assets,  as follows:  buildings-25  to 40 years;  machinery  and  equipment-5  to 20 years.
Equipment  under capital leases is amortized  over the life of the lease.  Depreciation  expense was $33.7  million,  $32.0
million and $29.2 million for 2003, 2002 and 2001, respectively.

         Property reported in the accompanying balance sheets is classified as follows (000's omitted):

                                                                                               2003              2002
                                                                                               ----              ----

    Land ...............................................................................   $        6,410    $     5,086
    Buildings...........................................................................           63,828         60,364
    Machinery and equipment.............................................................          454,261        409,052
    Capital leases......................................................................            8,395          9,036
    Construction in process.............................................................           17,577         23,347
                                                                                                  550,471        506,885
    Accumulated depreciation and amortization...........................................        (307,098)       (265,211)
    Total Property......................................................................   $      243,373    $    241,674
                                                                                           ==============    ============

         (e)  Goodwill - Statement of Financial  Accounting  Standards  ("SFAS")  No. 142  "Goodwill  and Other  Intangible
Assets"  requires that goodwill and  "indefinite-lived"  intangibles are not amortized but are tested at least annually for
impairment.  On an ongoing basis, the Company reviews its operations for indications of potential  goodwill  impairment and
annually  tests its goodwill  for  impairment  under SFAS 142 in November of each year.  The Company  identifies  potential
impairments of goodwill by comparing an estimated fair value for each applicable  business unit to its respective  carrying
value.  Although  the values are  assessed  using a variety of  internal  and  external  sources,  future  events may cause
reassessments  of these values and related  goodwill  impairments.  The Company ceased the  amortization of its goodwill in
2002.  For the year ended  December 31, 2001,  the Company  recorded  goodwill  amortization  of $2.8 million.  The Company
recorded a non-cash,  pre-tax  goodwill  impairment  charge of $39.1 million ($18.3 million,  net of tax) as the cumulative
effect of a change in accounting in the fourth  quarter of 2002,  effective  January 1, 2002.  See Note (14) for additional
disclosure.

         (f) Bank  Financing  Fees - Costs related to the issuance of new debt and bank costs related to the amendment of a
debt  agreement  are  included in other  non-current  assets and are deferred and  amortized  over the terms (or  remaining
terms) of the related  debt  agreements.  Third party  costs,  other than bank costs,  related to the  amendment  of a debt
agreement  are expensed as incurred.  Amortization  of financing  costs in 2003,  2002,  and 2001 were $4.6  million,  $4.1
million and $2.6 million,  respectively  and are included in bank financing  fees.  During 2003,  the Company  incurred and
expensed  $1.5 million of third party fees to amend the Senior  Secured  Credit  Facility.  These fees are also included in
bank  financing  fees.  The Company  paid $6.9 million of  financing  costs in 2003 and $6.3 million of financing  costs in
2001.  The Company did not incur any financing costs in 2002.

         (g) Impairment of Long-Lived  Assets - In accordance with SFAS 144,  "Accounting for the Impairment or Disposal of
Long-Lived Assets",  the Company continually reviews whether events and circumstances  subsequent to the acquisition of any
long-lived  assets have occurred that indicate the remaining  estimated  useful lives of those assets may warrant  revision
or that the  remaining  balance of those  assets may not be  recoverable.  If events and  circumstances  indicate  that the
long-lived  assets should be reviewed for possible  impairment,  the Company uses projections to assess whether future cash
flows or operating income (before  amortization) on an undiscounted  basis related to the tested assets is likely to exceed
the recorded  carrying  amount of those  assets,  to determine if a write-down  is  appropriate.  Should an  impairment  be
identified,  a loss would be reported to the extent that the  carrying  value of the  impaired  assets  exceeds  their fair
values as  determined  by valuation  techniques  appropriate  in the  circumstances  that could  include the use of similar
projections on a discounted basis.

         (h) Revenue - Revenue is  recognized  when goods are  shipped,  at which time,  title and risk of loss pass to the
customer.  Provisions for discounts,  returns,  allowances,  customer rebates and other adjustments are provided for in the
same period as the related  revenues are  recorded.  The Company  enters into  contractual  agreements  with certain of its
customers  for rebates,  generally  based on annual sales  volumes.  As sales occur,  a provision for rebates is accrued on
the balance  sheet and is charged  against net sales.  In  accordance  with  Emerging  Issues  Task Force  ("EITF")  00-10,
"Accounting  for Shipping and Handling Fees and Costs," the Company  records  freight  billed to its customers as net sales
and the related freight costs as a cost of sales.

         (i) Foreign Currency  Translation - The functional  currency for all the Company's  Subsidiaries is the applicable
local  currency.  The translation  from the applicable  foreign  currencies to U.S.  dollars is performed for balance sheet
accounts  using current  exchange  rates in effect at the balance sheet date and for revenue and expense  accounts using an
average  exchange rate prevailing  during the period.  The gains or losses  resulting from such translation are included in
accumulated  other  comprehensive  loss.  Gains or losses  resulting  from foreign  currency  transactions  are included in
operating income and were not material in 2003, 2002 or 2001.

         (j) Financial  Instruments - To manage  interest rate exposure and as required under the Company's  Senior Secured
Credit  Facility,  the Company  entered into interest  rate  agreements in 2000.  These  agreements  expired on October 10,
2003.  The net interest  paid or received on the  agreements  was  recognized as interest  income or expense.  The interest
rate  agreements were reported in the  consolidated  financial  statements at fair value using a mark to market  valuation.
Changes in the fair value of the contracts were recorded each period as a component of other  comprehensive  income.  Gains
or losses on  interest  rate  agreements  were  reclassified  as earnings  or losses in the period in which  earnings  were
affected by the underlying  hedged item.  The fair value of the agreements was reported in accrued  liabilities at December
31, 2002,  therefore the expiration of the agreements  had no impact on the Company's  reported debt balances.  The Company
does not use financial instruments for trading or speculative purposes.

         (k)  Accumulated Other Comprehensive Loss - The components of accumulated other comprehensive loss for 2003, 2002 and 2001 are as follows (000's omitted):

                                                                     2003              2002              2001
                                                               ------------------ ---------------- -----------------
  Foreign Currency Translation Adjustment................           $(5,148)          $(25,044)       $(34,501)
  Minimum Pension Liability Adjustment........................      (20,645)           (22,346)           (288)
  Unrealized Loss on Cash Flow
      Hedges.......................                                      --             (3,686)         (3,862)
                                                               ------------------ ---------------- -----------------
  Total Accumulated Other Comprehensive Loss..................     $(25,793)          $(51,076)       $(38,651)

         The  components  of  comprehensive  loss for 2003,  2002 and 2001 are included in the  Statement of  Stockholder's
Equity.  The unrealized  loss on cash flow hedge included in  comprehensive  gain / (loss) is net of  reclassifications  of
losses included in interest  expense of $5.1 million,  $5.8 million and $2.6 million for the years ended December 31, 2003,
2002 and 2001,  respectively.  Minimum pension liability  adjustment as of December 31, 2003, 2002 and 2001 is net of taxes
of $11.5  million,  $12.6 million and $0.0 million,  respectively.  Unrealized  loss on cash flow hedges as of December 31,
2002 and 2001 is net of taxes of $2.3 million and $2.4 million, respectively.

         (l) Stock-Based  Compensation - The Company  periodically issues stock-based  compensation under its U.S. Can 2000
Equity  Incentive  Plan. The Company  continues to use the intrinsic fair value method under  Accounting  Principles  Board
("APB")  Opinion  No. 25 to account  for the its  stock-based  compensation  plan;  therefore,  no  compensation  costs are
recognized in the Company's financial statements for options granted.

         In accordance  with SFAS No. 148  "Accounting  for  Stock-Based  Compensation  - Transition and  Disclosure",  the
following  table  presents  (in  thousands)  what the  Company's  net loss  would  have  been  had the  Company  determined
compensation costs using the fair value-based accounting method for the years ended December 31, 2003, 2002 and 2001.








                                                   For the Years Ended December 31,
                                    ----------------------------------------------------------------
                                            2003                 2002                  2001
                                    ----------------------------------------------------------------

Net Loss Before Preferred
   Stock Dividends...................... $(13,520)            $(71,776)             $(40,416)
Stock-Based Compensation Cost,
   net of tax - fair value method.....        (88)                (151)                 (146)
                                    ----------------------------------------------------------------
Pro-Forma Net Loss Before
   Preferred Stock Dividends.........    $(13,608)            $(71,927)             $(40,562)
                                    ================================================================

         (m) Income  Taxes - The  Company  accounts  for income  taxes  using the asset and  liability  method  under which
deferred income tax assets and liabilities are recognized for the tax consequences of "temporary  differences"  between the
financial  statement  carrying  amounts and the tax bases of existing assets and  liabilities and operating  losses and tax
credit carry  forwards.  On an ongoing  basis,  the Company  evaluates  its deferred tax assets to determine  whether it is
more  likely  than not that such  assets  will be  realized  in the future and  records  valuation  allowances  against the
deferred tax assets for amounts which are not  considered  more likely than not to be realized.  The estimate of the amount
that is more  likely than not to be  realized  requires  the use of  assumptions  concerning  the amounts and timing of the
Company's future income by taxing jurisdiction.

         (n) New Accounting  Pronouncements  - SFAS No. 145 "Rescission of FASB Statements No. 4, 44, and 46,  Amendment of
FASB  Statement No. 13, and  Technical  Corrections"  was issued in April 2002 and is effective for fiscal years  beginning
after May 15, 2002. This statement  eliminates the current  requirement that gains and losses on  extinguishment of debt be
classified as extraordinary  items in the statement of operations.  Instead,  the statement  requires that gains and losses
on  extinguishment  of debt be evaluated  against the criteria in APB Opinion 30 to determine  whether or not such gains or
losses should be classified as an  extraordinary  item.  The statement also contains  other  corrections  to  authoritative
accounting  literature  in SFAS 4, 44 and 46. In accordance  with the  pronouncement,  the Company  adopted the standard on
January 1, 2003.  There was no impact to the  Company's  2003 or 2002  financial  position and results of  operations  as a
result of the adoption.

         The Financial  Accounting Standards Board (FASB) issued SFAS No. 146 "Accounting for Costs Associated With Exit or
Disposal  Activities,"  in July  2002.  SFAS No.  146  requires  that a  liability  for a cost  associated  with an exit or
disposal  activity be recognized  when the liability is incurred.  SFAS No. 146  supercedes  the guidance of EITF Issue No.
94-3  "Liability  Recognition  for  Certain  Employee  Termination  Benefits  and Other Costs to Exit an  Activity,"  which
required that  liabilities  for exit costs be recognized  at the date of an entity's  commitment to an exit plan.  SFAS No.
146 is  effective  for exit or disposal  activities  that are  initiated  after  December 31,  2002.  The Company  recorded
restructuring charges in 2003 in accordance with the provisions of SFAS No. 146.

         In January 2003, the FASB issued FASB  Interpretation No. 46,  "Consolidation of Variable Interest Entities" ("FIN
46"),  which requires  variable  interest  entities to be consolidated by the primary  beneficiary of the entity if certain
criteria  are met.  FIN 46 is  effective  immediately  for all new variable  interest  entities  created or acquired  after
January 31, 2003. For variable  interest  entities  created or acquired prior to February 1, 2003, the provisions of FIN 46
became  effective  during the fourth  quarter of 2003. The Company  adopted FIN 46 in January of 2003.  There was no impact
to the financial position and results of operations of the Company as a result of the adoption.

         In May 2003,  the FASB issued SFAS No. 149,  "Amendment  of Statement 133 on  Derivative  Instruments  and Hedging
Activities."  SFAS No. 149 amends  and  clarifies  accounting  for  derivative  instruments  including  certain  derivative
instruments  embedded in other contracts and hedging  activities under SFAS No. 133. It is effective for contracts  entered
into or modified  after June 30, 2003 and for hedging  relationships  designated  after June 30, 2003. The adoption of this
standard did not impact the Company's financial position or results of operations.

         In May 2003, the FASB issued SFAS No. 150,  "Accounting For Certain Financial  Instruments with Characteristics of
Both  Liabilities  and Equity"  which  establishes  standards  for how an issuer of financial  instruments  classifies  and
measures certain  financial  instruments with  characteristics  of both liabilities and equity.  It requires that an issuer
classify  a  financial  instrument  that is within  its scope as a  liability  (or an asset in some  circumstances)  if, at
inception,  the monetary  value of the  obligation is based solely or  predominantly  on a fixed  monetary  amount known at
inception,  variations  in  something  other than the fair value of the  issuer's  equity  shares or  variations  inversely
related  to  changes  in the fair  value  of the  issuer's  equity  shares.  This  Statement  is  effective  for  financial
instruments  entered into or modified  after May 31, 2003, and otherwise is effective at the beginning of the first interim
period  beginning after June 15, 2003. In accordance with the  pronouncement,  the Company adopted the standard on June 30,
2003.  At December 31, 2003,  the Company had $147.0  million of  redeemable  preferred  stock.  However,  as the Company's
redeemable  preferred  stock  does  not  contain  an  unconditional  obligation  requiring  the  Company  to  redeem  it by
transferring  assets at a specified or determinable  date, or upon an event certain to occur,  the adoption of SFAS No. 150
did not have an impact on the Company's financial position or results of operations.

         In December of 2003,  the FASB issued a revised  SFAS No. 132  "Employers'  Disclosures  about  Pensions and Other
Postretirement  Benefits".  The statement  revises  employers'  disclosures  about  pension plans and other  postretirement
benefit  plans but it does not change the  measurement  or  recognition  of those plans.  The revised SFAS No. 132 requires
additional  disclosures  to those in the  original  SFAS 132 about the assets,  obligations,  cash flows,  and net periodic
benefit cost of defined  pension  plans and other defined  benefit  postretirement  plans.  The  statement  also  increases
quarterly  pension  plan and  postretirement  benefit plan  disclosure  requirements.  Revised  SFAS No. 132 domestic  plan
disclosure  requirements  are  effective  for  financial  statements  with fiscal  years  ending  after  December 15, 2003.
However,  disclosure of  information  about  foreign  plans  required by the Statement is effective for fiscal years ending
after June 15,  2004.  The Company  adopted  this  statement  in December of 2003 and there was no impact to the  financial
position and results of operations of the Company as a result of the  adoption.  See Notes (7) and (8) for the  disclosures
required by this pronouncement.

         (o) Use of Estimates - The preparation of financial statements in conformity with accounting  principles generally
accepted in the United States  requires  management to make estimates and assumptions  that affect the reported  amounts of
assets and  liabilities,  disclosure of contingent  assets and liabilities at the date of the financial  statements and the
reported  amounts of revenue  and  expenses  during the  reporting  period.  Estimates  are used for,  but not  limited to:
customer rebate accruals included in allowance for doubtful accounts;  inventory valuation;  restructuring  amounts;  asset
impairments;  goodwill  impairments;  pension  assumptions  and tax valuation  allowances.  Future events and their effects
cannot be perceived with certainty.  Accordingly,  our accounting  estimates  require the exercise of management's  current
best reasonable  judgment based on facts  available.  The accounting  estimates used in the preparation of the consolidated
financial  statements will change as new events occur, as more experience is acquired,  as more information is obtained and
as the Company's operating  environments  change.  Accounting policies requiring  significant  management judgments include
those related to revenue recognition,  inventory valuation, rebate accruals,  goodwill impairment,  restructuring reserves,
tax valuation  allowances,  pension benefit obligations and interest rate exposure.  While actual results could differ from
these estimates, management believes that these estimates are reasonable.

         (p) Accrued  Current  Liabilities  - Included in accrued  expenses as of December  31, 2003 and 2002 were  accrued
payroll  and other  employee  benefits of $11.9  million and $14.5  million,  respectively,  and accrued  interest of $14.7
million and $8.5 million, respectively.

(3)  Special Charges

         The Company  initiated  several  restructuring  programs in 2001,  consisting of a voluntary  termination  program
offered to all corporate office salaried  employees,  the closure of six manufacturing  facilities and the consolidation of
two Georgia  plastics  facilities  into a new plastics  plant in Atlanta,  Georgia.  2002 included a  restructuring  charge
related to the sale of the  Daegling,  Germany  facility,  and during both 2002 and 2003,  net  restructuring  charges were
recorded  related to employee  separation  costs and  reassessments  of previously  established  reserves.  The activity is
further explained below.

2003
----

         During 2003, the Company  recorded a net charge of $0.6 million related to  restructuring.  The net charge of $0.6
million  consists of new  restructuring  reserves of $2.4 million less reversals of $1.8 million due to the reassessment of
restructuring  reserves  established  in 2001.  The 2003 net charge  included  employee  separation  costs in the U.S.  and
Europe,  and an early termination  program in one European  facility.  In addition,  previously  established  reserves were
reassessed,  resulting  in a charge  related to  increased  severance  costs for a  previously  terminated  employee at May
Verpackungen,  offset by a reserve  reversal  primarily in connection  with the Burns Harbor 2002 facility  closing.  While
the majority of the  restructuring  initiatives  have been  completed in 2002,  certain  portions of the programs  were not
completed  until 2003.  Certain  long-term  liabilities  (approximately  $4.5 million as of December 31, 2003),  consisting
primarily of employee termination costs and future ongoing facility carrying costs will be paid over many years.

         Total cash  payments in the twelve  months ended  December 31, 2003 were $8.8 million and the Company  anticipates
spending  another $7.9 million over the next several years.  The remainder of the reserve  consisted  primarily of employee
termination  benefits paid over time for  approximately  18 salaried and 42 hourly employees  (approximately  600 positions
were originally identified for elimination), and other ongoing facility carrying costs.

         The table below presents the reserve categories and related activity as of December 31, 2003:

      (in millions)        January 1, 2003           Net           Cash Deductions      Other (b)        December 31, 2003
                               Balance           Additions(c)                                                 Balance
                           -----------------    ---------------    ----------------    -------------    --------------------
Employee Separation                    $9.2             ($6.0)               $0.4              $4.3                $0.7
Facility Closing Costs                  6.5              (0.1)               (2.8)                -                 3.6
                           -----------------    ---------------    ----------------    -------------    --------------------
Total                                 $15.7               $0.6              ($8.8)             $0.4                $7.9 (a)
                           =================    ===============    ================    =============    ====================



(a)  Includes $4.5 million classified as other long-term liabilities as of December 31, 2003.
(b)  Non-cash foreign currency translation impact
(c)  Includes reversals of $1.8 million due to the re-assessment of reserves

2002
----

         During 2002, the Company  recorded a net charge of $8.7 million related to  restructuring.  The net charge of $8.7
million consists of new  restructuring  reserves of $11.9 million less reversals of $3.2 million due to the reassessment of
previously  established  reserves.  The 2002 net charge included a reassessment of the restructuring  reserves  established
in 2001,  position  elimination costs and the loss on the sale of the Daegeling,  Germany  facility.  While the majority of
the restructuring  initiatives were completed in 2002,  certain portions of the programs were not completed until 2003, and
the Company did not expect to realize the full earnings benefits until 2004. Certain long-term  liabilities  (approximately
$3.7 million as of December 31, 2002),  consisting  primarily of employee  termination  costs and future  ongoing  facility
carrying costs will be paid over many years.

         Total cash  payments in the twelve months ended  December 31, 2002 were $20.8 million and the Company  anticipated
spending  another $15.7 million over the next several years. The remainder of the reserve  consisted  primarily of employee
termination  benefits paid over time for  approximately  52 salaried and 67 hourly employees  (approximately  600 positions
were originally identified for elimination), and other ongoing facility  carrying costs.







The table below presents the reserve categories and related activity as of December 31, 2002:

                           January 1, 2002           Net                                                 December 31, 2002
      (in millions)            Balance           Additions(d)       Deductions(c)       Other (b)             Balance
                           -----------------    ---------------    ----------------    -------------    --------------------
Employee Separation                   $21.2               $4.9             ($17.6)             $0.7               $9.2

Facility Closing Costs                 10.7                3.8               (9.6)              1.6                6.5
                           -----------------    ---------------    ----------------    -------------    --------------------
Total                                 $31.9               $8.7             ($27.2)             $2.3              $15.7(a)
                           =================    ===============    ================    =============    ====================



(a)  Includes $3.7 million classified as other long-term liabilities as of December 31, 2002.
(b)  Non-cash foreign currency translation impact and the reversal of $1.5 million of asset write-offs previously
     expensed in the 2001 restructuring.
(c)  Includes cash payments of $20.8 million.  The remaining non-cash deductions represent increased pension and
     post-retiree benefits transferred to Other Long-Term Liabilities (see Notes 7 & 8) and the non-cash loss recorded on
     the sale of the Daegeling facility.
(d)  Includes reversals of $3.2 million due to the re-assessment of reserves

2001
----

         The Company  initiated  several  restructuring  programs in 2001,  consisting of a voluntary  termination  program
offered to all corporate office salaried  employees,  the closure of six manufacturing  facilities and the consolidation of
two Georgia plastics facilities into a new plastics plant in Atlanta, Georgia.

         During 2001,  the Company  closed a paint can  manufacturing  facility and a warehouse in Baltimore,  Maryland and
ceased operations in Dallas,  Texas. Also in connection with the  restructuring  programs  established in 2001, during 2002
the Company  closed a Custom & Specialty  plant located in the  Baltimore,  Maryland  area,  closed the  Southall,  England
manufacturing  facility  and closed the Burns  Harbor,  Indiana  lithography  facility.  The  Company  has also  closed two
plastics  facilities  in Georgia and  transferred  production  to a new  facility in Atlanta,  Georgia.  The closure of the
Burns Harbor,  Indiana lithography  facility, in the fourth quarter of 2002 completed the restructuring program established
in 2001, as originally planned.

(4)  Acquisitions

         On February 20, 2001,  certain assets of Olive Can Company, a Custom & Specialty  manufacturer,  were acquired for
net cash  consideration  of $4.2 million.  The Olive  acquisition is not material to the Company's  operations or financial
position.

         In March 1998,  a European  Subsidiary  acquired a 36.5% equity  interest in Formametal  S.A.  ("Formametal"),  an
aerosol can manufacturer  located in Argentina,  for $4.6 million.  Including the initial investment,  the Company has made
advances to and  investments in Formametal  totaling  $19.8  million.  The Company has also provided a $7.5 million loan to
Formametal, payable in installments through March 31, 2007.

         In January 2002,  Argentina enacted legislation which, among other things,  repealed the one to one U.S. dollar to
Argentinean  peso  exchange  rate.  The  Company  has  determined  that the  Argentinean  peso  denominated  portion of the
investment in Formametal  will not be settled in the  foreseeable  future and therefore has reduced the investment  balance
by $15.7  million with an  offsetting  charge to  accumulated  other  comprehensive  loss,  representing  the impact of the
devaluation.







(5)  Debt Obligations

         Long-term  debt  obligations  of the Company at  December 31,  2003 and 2002  consisted  of the  following  (000's
omitted):

                                                                                                  2003           2002
                                                                                                  ----           ----
Senior debt -
      Revolving line of credit at adjustable interest rate, based on market rates,
        due January 4, 2006............................................................    $      42,100   $      69,700
      Tranche A term loan at adjustable interest rate, based on market rates,
        due January 4, 2006............................................................           38,706          66,000
      Tranche B term loan at adjustable interest rate, based on market rates,
        due January 4, 2006............................................................          130,175         177,750
      Tranche C term loan at adjustable interest rate, based on market rates,
        due January 4, 2006............................................................           20,000          20,000
      Senior Secured Series B Notes at 10 7/8% interest rate, due July 15, 2010........          125,000               -
      Secured term loan at  (a) adjustable interest rate, based on LIBOR rates,
        at December 31, 2003 and (b) at fixed rate of 8.5% at December 31, 2002,
        due May 2004...................................................................           16,529          18,220
      Revolving lines of credit at adjustable interest rate, based on
        market rates...................................................................              590          13,384
      Industrial revenue bonds at adjustable interest rate, based on market rates,
        due February 1, 2015...........................................................            4,000           4,000
      Capital lease obligations........................................................              788           1,867
      Secured term loan at adjustable interest rate, based on market rates,
          due serially to February 1, 2009 ............................................            4,814               -
      Other............................................................................                -           2,907
Senior Subordinated Series B Notes at 12 3/8% interest rate, due October 1, 2010.......          171,710         175,000
Senior Subordinated Series B Notes at 10 1/8% interest rate, due October 15, 2006......              854             854
                                                                                           -------------   -------------
      Total Debt.......................................................................          555,266         549,682
      Less--Current maturities.........................................................          (19,499)        (26,153)
                                                                                           --------------  --------------
Total long-term debt...................................................................    $     535,767   $     523,529
                                                                                           =============   =============

         In connection with a  recapitalization  of the Company in 2000,  United States Can Company,  as Borrower,  entered
into a Credit  Agreement among United States Can, U.S. Can  Corporation  and Domestic  Subsidiaries of U.S. Can Corporation
as Domestic  Guarantors,  and certain lenders including Bank of America,  N.A., Citicorp North America,  Inc., and Bank One
NA as of October 4, 2000 (the "Senior Secured Credit  Facility").  The Senior Secured Credit Facility  provides for Tranche
A, Tranche B and Tranche C term loans and a $110.0 million revolving credit facility.

         On July 22, 2003,  United States Can Company completed an offering of $125 million of 10 7/8% Senior Secured Notes
due 2010 ("Second  Priority Senior Secured  Notes").  The Notes are secured,  on a second priority basis, by  substantially
all of the collateral  that currently  secures the Company's  Senior  Secured  Credit  Facility.  The Company used the $125
million in proceeds  generated  from the offering to prepay $23.3 million of its Tranche A term loan,  $46.7 million of its
Tranche B term loan and to reduce its  borrowings  under its revolving  credit  facility by $55.0  million.  The repayments
under the  revolving  credit  facility  did not  reduce  the $110.0  million  amount  available  for  borrowings  under the
facility.  The  prepayments  under the  Tranche A term  loan were  applied  in  direct  order of  maturity  and  eliminated
quarterly principal payments through December 2004.

         The Company also amended its Senior Secured Credit  Facility to permit the offering of the Second  Priority Senior
Secured Notes and adjust certain  financial  covenants,  among other things.  These  amendments  also permit,  from time to
time and  subject  to  certain  conditions,  the  Company  to make  borrowings  under its  revolving  credit  facility  for
repurchases of a portion of its outstanding 12 3/8% senior  subordinated  notes.  The Company has paid  approximately  $6.9
million of fees and expenses  related to the offering and senior secured credit  facility  amendment  through  December 31,
2003.  These fees (net of the $1.5 million that has been  expensed as discussed  below) will be amortized  over the life of
the applicable borrowings.

         Bank financing fees include the amortization of deferred financing fees and, in 2003, $1.5 million of fees
related to the amendment of the Senior Secured Credit Facility that were paid and expensed by the Company.

         Amounts  outstanding  under the Senior Secured Credit  Facility bear interest at a rate per annum equal to either:
(1) the base rate (as  defined in the  Senior  Secured  Credit  Facility)  or (2) the LIBOR rate (as  defined in the Senior
Secured Credit  Facility),  in each case, plus an applicable  margin.  The applicable  margins were increased in connection
with the 2001 amendments and are subject to future  reductions  based on the achievement of certain  leverage ratio targets
and on the credit rating of the Senior  Secured Credit  Facility.  The 2003 average  interest rate on borrowings  under the
Senior Secured Credit Facility was 5.2%.

         Borrowings  under the Tranche A term loan are due and payable in  quarterly  installments,  beginning in the first
quarter 2005. The payments in the first three  quarters of 2005 will be  approximately  $3.5 million per quarter,  and $7.1
million  will be paid in the  fourth  quarter  of 2005.  Borrowings  under the  Tranche B term loan are due and  payable in
quarterly  installments  of nominal  amounts.  The  balance  under the Tranche A and Tranche B term loans is due in January
2006. No payments are due on borrowings  under the Tranche C term loan prior to its final  maturity.  The revolving  credit
facility is available  until January 4, 2006.  Additionally,  the Senior Secured Credit  Facility  requires a prepayment in
the event that  excess  cash flow (as  defined)  exists and  following  certain  other  events,  including  asset sales and
issuances of debt and equity.

         The  Senior  Secured  Credit  Facility  is secured by a first  priority  security  interest  in all  existing  and
after-acquired  assets of the  Company and its direct and  indirect  domestic  subsidiaries'  existing  and  after-acquired
assets,  including,  without  limitation,  real property and all of the capital  stock of its direct and indirect  domestic
subsidiaries  (including  certain  capital  stock of their  direct  foreign  subsidiaries  only to the extent  permitted by
applicable  law).  In  addition,  if loans are made to  foreign  subsidiaries,  they will be secured  by the  existing  and
after-acquired assets of certain of our foreign subsidiaries.

         At December 31, 2003,  $42.1  million had been borrowed  under the $110.0  million  revolving  loan portion of the
Senior  Secured  Credit  Facility.  Letters  of Credit  of $13.3  million  were also  outstanding  securing  the  Company's
obligations under various insurance programs and other contractual agreements.

         United States Can has outstanding  $125.0 million  aggregate  principal amount of 10 7/8% Senior Secured Notes due
July 15, 2010.  The 10 7/8% Senior  Secured Notes are secured  obligations,  on a second  priority basis behind the lenders
under the  Company's  Senior  Secured  Credit  Facility,  of United States Can and are senior in right of payment to all of
United  States Can's  unsubordinated  indebtedness.  The 10 7/8% Senior  Secured Notes are  guaranteed on a senior  secured
basis by U.S. Can and all of United States Can's domestic restricted subsidiaries.

         United States Can also has $171.7 million  aggregate  principal  amount of 12 3/8% Senior  Subordinated  Notes due
October 1, 2010  ("Notes").  The Notes are  unsecured  obligations  of United States Can and are  subordinated  in right of
payment to all of United States Can's senior  indebtedness.  The Notes are  guaranteed by U.S. Can and all of United States
Can's  domestic  restricted  subsidiaries.  During  December  2003, in accordance  with the amended  Senior  Secured Credit
Facility,  the Company  repurchased $3.3 million face value 12 3/8% Senior  Subordinated Notes at a discount,  plus accrued
interest.  A gain of $0.2 million from the early  extinguishment of the 12 3/8% Senior Subordinated  Notes,  related to the
discount and net of related deferred financing costs, was recorded in operating income.

         The Senior Secured Credit  Facility,  the 10 7/8% Senior Secured Notes and the 12 3/8% Senior  Subordinated  Notes
contain a number of  financial  and  restrictive  covenants.  Under our Senior  Secured  Credit  Facility,  the  Company is
required to meet certain  financial tests,  including  achievement of a minimum EBITDA level, a minimum  interest  coverage
ratio, a minimum fixed charge coverage ratio and a maximum  leverage ratio.  The restrictive  covenants limit the Company's
ability to incur debt,  pay dividends or make  distributions,  sell assets or  consolidate  or merge with other  companies.
The Company was in compliance  with all of the required  financial  ratios and other covenants  under both  facilities,  as
amended, at December 31, 2003 and anticipates being in compliance in 2004.

            On November 13, 2003, May finalized the terms of a two-year accounts receivable  factoring  arrangement.  Under
the terms of the  agreement,  May  factors  its  customer  accounts  receivable,  subject  to a maximum  of (Euro)12  million of
receivables.  May pays a nominal  factoring fee and an interest charge for amounts  advanced to May that have not been paid
by the customer to the factor.  May received its initial  draw under the  factoring  agreement in December  2003 and used a
portion of this draw to repay all of its borrowings  under two bank  facilities.  In addition,  one of May's lenders agreed
to extend the existing  facility for  borrowings up to (Euro)1.3 million  through June 30, 2004.  Borrowings  under the extended
facility are secured by one manufacturing plant.

         In addition,  in December  2003,  the Company  financed  capital  equipment  under a $4.8  million term loan,  due
serially to February 1, 2009.

         Under existing  agreements,  contractual  maturities of long-term debt as of December 31,  2003 (including capital
lease obligations), are as follows (000's omitted):

      2004............................................................................................    $      19,499
      2005............................................................................................           19,233
      2006............................................................................................          213,772
      2007............................................................................................            1,002
      2008............................................................................................            1,050
      Thereafter......................................................................................          300,710
                                                                                                          -------------
                                                                                                          $     555,266
                                                                                                          =============

         See Note (9) for  further  information on obligations  under capital leases.  Other debt not previously  described
above,  consisting of various  governmental  loans,  foreign debt and secured  equipment  notes  bearing  interest at rates
between  1.2% and 5.1%  mature  at  various  times  through  2015,  and were  used to  finance  the  expansion  of  several
manufacturing facilities.

         As required under the Company's Senior Secured Credit Facility,  in 2000, a portion of the Company's interest rate
risks were hedged by entering into swap and collar  agreements.  The  agreements  expired on October 10, 2003. The interest
rate swaps and  collars  were  entered  into when  interest  rates were  higher  than  current  rates.  Accordingly,  these
contracts  were  "out-of-the-money"  and the Company paid $5.8 million in 2002 and $5.1 million in 2003 through the October
10, 2003 expiration date of the agreements.

         In an effort to limit foreign  exchange risks,  and as required by the Credit  Agreement,  the Company had entered
into several  forward hedge  contracts.  The payments due on the secured term loan used to finance the  acquisition  of the
Merthyr  Tydfil  facility  were hedged by a series of British  Pound/Dollar  forward  contracts.  Pursuant to the agreement
under which the  contracts  had been issued,  the  counterparty  elected to terminate  the  contracts in January  2003.  In
connection with the  termination,  the Company paid $1.0 million to the  counterparty,  which is reflected in 2003 interest
expense in accordance with the original contract terms.

         Based upon borrowing  rates  currently  available to the Company for borrowings with similar terms and maturities,
the fair value of the Company's total debt was  approximately  $542.3 million and  $453.2 million  as of December 31,  2003
and 2002,  respectively.  No quoted  market  value is  available  (except on the 12 3/8%  Notes and 10 7/8%  Notes).  These
amounts,  because they do not include certain costs such as prepayment  penalties,  do not represent the amount the Company
would have to pay to reacquire and retire all of its outstanding debt in a current transaction.

         The Company paid interest on borrowings of $48.4 million,  $56.0 million and $55.2 million in 2003, 2002 and 2001,
respectively.  Accrued  interest  payable of $14.7  million,  $8.2 million and $11.9 million as of December 31, 2003,  2002
and 2001 respectively, is included in accrued expenses on the consolidated balance sheet.







(6)  Income Taxes

         The provision  (benefit) for  income taxes before  extraordinary  items and the  cumulative  effect of a change in
accounting principle consisted of the following (000's omitted):
                                                                             2003                 2002            2001
                                                                             ----                 ----            ----
   Current
       U.S.........................................................    $        241        $        --     $          --
         Foreign...................................................           2,453              1,913             1,335

   Deferred
          U.S. ....................................................          (1,059)               490           (19,789)
            Foreign................................................         (12,395)            (9,484)           (4,580)

   Valuation Allowance.............................................          13,865             44,718                --
                                                                       ------------        -----------     -------------
       Total.......................................................    $      3,105        $    37,637     $     (23,034)
                                                                       ============        ===========     ==============

         Due to a history of  operating  losses in certain  countries  coupled  with the  deferred tax assets that arose in
connection  with the  restructuring  programs and goodwill  impairment  charges,  the Company has determined that it cannot
conclude  that it is "more likely than not" that all of the deferred tax assets of certain of its foreign  operations  will
be  realized  in the  foreseeable  future.  Accordingly,  starting  in the  fourth  quarter  of  2002,  the  Company  began
establishing  valuation allowances to provide for the estimated  unrealizable amount of its net deferred tax assets related
to certain  foreign  operations.  The Company  will  continue to assess the  valuation  allowance  and, to the extent it is
determined  that such  allowance is no longer  required,  these  deferred tax assets will be recognized in the future.  The
provision  for income  taxes above  excludes  the tax impact of the goodwill  impairment  charge  recorded in 2002 of $20.8
million (see Note 14).

         The Company received refunds of $0.1 million, $4.9 million and $0.3 million in 2003, 2002 and 2001 respectively.

         The  components of income (loss)  before income taxes for the three years ended  December 31, 2003,  2002 and 2001
were as follows (000's omitted):
                                                                          2003                    2002            2001
                                                                          ----                    ----            ----

   U.S.............................................................    $      3,625        $    (1,726)    $     (44,839)
   Foreign.........................................................         (14,040)           (14,111)          (18,611)
                                                                       -------------       ------------    --------------
       Income (loss) before income taxes...........................    $    (10,415)       $   (15,837)    $     (63,450)
                                                                       =============       ============    ==============

         A  reconciliation  of the  difference  between  taxes on pre-tax  income  from  continuing  operations  before the
cumulative  effect of a change in accounting  principle and computed at the Federal statutory rate and the actual provision
(benefit) for such income taxes for the years presented were as follows (000's omitted):

                                                                               2003               2002            2001
                                                                               ----               ----            ----

Tax provision (benefit) computed at the statutory rates............    $     (3,541)       $    (5,385)    $     (21,573)
Permanent differences..............................................          (3,277)              (143)              398
Reassessment of reserves for liabilities...........................          (2,474)                 -                 -
Incremental foreign taxes..........................................          (1,681)                 -                 -
State and local taxes, net of Federal tax effect...................             580               (880)           (1,601)
Valuation allowance................................................          13,865             44,718                --
Other, net.........................................................            (367)              (673)             (258)
                                                                       -------------       ------------    --------------
   Provision (benefit) for income taxes............................    $      3,105        $    37,637     $     (23,034)
                                                                       ============        ===========     ==============







         Deferred  income  taxes are  determined  based on the  estimated  future tax  effects of  differences  between the
financial  statement and tax bases of assets and  liabilities  given the  provisions  of the enacted tax laws.  Significant
temporary  differences  representing  deferred  income tax benefits and obligations  consisted of the following  (including
$2.6 million of deferred tax liabilities  included in Other Long-Term  Liabilities as of December 31, 2003 and 2002) (000's
omitted):

                                                                 December 31, 2003                December 31, 2002
                                                                 -----------------                -----------------
                                                            Benefits       Obligations        Benefits       Obligations
                                                            --------       -----------        --------       -----------

Restructuring reserves..................................  $       2,708              --    $     5,560                --
Goodwill ...............................................         15,083              --         15,305                --
Retirement and post-employment benefits.................         23,007              --         26,554                --
Accrued liabilities.....................................          5,839              --          8,528                --
Tax credit carry-forwards...............................          6,004              --          6,112                --
Capitalized leases......................................            307              --             --              (930)
Property and equipment..................................             --         (29,314)            --           (23,745)
Inventory valuation reserves............................             --          (6,374)            --            (6,054)
U.S. Federal net operating losses.......................         33,022              --         26,564                --
U.S. State net operating losses.........................          4,681              --          4,177                --
Foreign net operating losses............................         41,329              --         17,242                --
Other...................................................          2,395          (5,022)         2,445            (2,589)
                                                          -------------    -------------   -----------    ---------------
     Total deferred income tax benefits (obligations)...        134,375         (40,710)       112,487           (33,318)
Valuation allowance.....................................        (64,645)            --         (44,718)
                                                          ---------------  ------------    -------------  ---------------
     Total .............................................    $    69,730     $   (40,710)   $    67,769       $   (33,318)
                                                           ===========     =============   ===========       =========

         The majority of the  Company's tax credit  carry-forwards  ($5.2  million)  have no  expiration  and the remaining
carry-forwards  expire at  various  times  between  2004 and 2010.  The  Company's  U.S.  net  operating  losses  expire as
follows:  $0.4 million in 2019,  $25.7 million in 2020,  $29.7 million in 2021,  $36.4 million in 2022 and $20.7 million in
2023 and  management  believes  it is more  likely  than not that the tax  benefit of the net  deferred  tax assets will be
realized prior to expiration.  The Company has foreign net operating loss  carryforwards  in Germany and the United Kingdom
which have no  expiration  date.  However,  the Company has  recorded a  valuation  reserve  against the full amount of its
foreign net operating loss carryforwards.

         The Company  does not  provide for U.S.  income  taxes  which  would be payable if  undistributed  earnings of the
European  Subsidiaries  were remitted to the U.S. because the Company either considers these earnings to be invested for an
indefinite  period  or  anticipates  that if such  earnings  were  distributed,  the U.S.  income  taxes  payable  would be
substantially offset by foreign tax credits.  There were no unremitted earnings at December 31, 2003 or 2002.

(7)  Employee Benefit Plans

         The Company maintains separate  noncontributory  defined benefit and defined  contribution  pension plans covering
most domestic  hourly  employees and all domestic  salaried  personnel,  respectively.  It is the Company's  policy to fund
accrued pension and defined contribution plan costs in compliance with ERISA or the applicable foreign requirements.

         The  following  tables  present  the  changes  in the  projected  benefit  obligations  for the plan  years  ended
December 31, 2003 and 2002 (000's omitted):







U.S.
----
                                                                                              2003               2002
                                                                                              ----               ----

Projected benefit obligation at the beginning of the year............................    $      39,910    $      33,304
Net increase (decrease) during the year attributed to:
   Service cost......................................................................              910              860
   Interest cost.....................................................................            2,510            2,387
Actuarial losses ....................................................................              791            3,028
   Benefits paid.....................................................................           (2,037)          (2,055)
   Plan amendments...................................................................               --              286
   Plan curtailment (a) .............................................................               --              959
   Special termination benefit (a)...................................................               --            1,141
                                                                                         -------------    -------------
Net increase during the year.........................................................            2,174            6,606
                                                                                         -------------    -------------
Projected benefit obligation at the end of the year..................................    $      42,084    $      39,910
                                                                                         =============    =============

(a) The plan  curtailment  benefit and special  termination  benefit in 2002 are  associated  with the closure of the Burns
Harbor lithography facility.

Non-U.S.
--------
                                                                                              2003               2002
                                                                                              ----               ----

Projected benefit obligation at the beginning of the year............................    $      68,628    $      56,790
Net increase during the year attributed to:
   Service cost......................................................................              359              635
   Interest cost.....................................................................            4,269            3,224
Actuarial losses ....................................................................            2,750            5,259
   Benefits paid.....................................................................           (4,468)          (2,679)
Plan amendments......................................................................               32              119
   Plan curtailment (a) .............................................................                --          (1,003)
   Foreign currency translation impact...............................................            8,165            6,283
                                                                                         -------------    -------------
Net increase during the year.........................................................           11,107           11,838
                                                                                         -------------    -------------
Projected benefit obligation at the end of the year..................................    $      79,735    $      68,628
                                                                                         =============    =============

(a)  The plan curtailment in 2002 is associated with the closure of the Southall, U.K. facility.

         The following  tables present the changes in the fair value of net assets available for plan benefits for the plan
years ended December 31, 2003 and 2002 (000's omitted):

U.S.
----
                                                                                                  2003           2002
                                                                                                  ----           ----

Fair value of plan assets at the beginning of the year..................................    $     27,544     $    32,104
Increase (decrease) during the year:
   Return on plan assets................................................................           5,827          (2,505)
   Sponsor contributions................................................................           1,116              --
   Benefits paid........................................................................          (2,037)         (2,055)
                                                                                            --------------   ------------
Net increase (decrease) during the year.................................................           4,906          (4,560)
                                                                                            ------------     ------------
Fair value of plan assets at the end of the year........................................    $     32,450     $    27,544
                                                                                            ============     ===========







Non-U.S.
--------
                                                                                                  2003           2002
                                                                                                  ----           ----

Fair value of plan assets at the beginning of the year..................................    $     38,826     $    43,431
Increase (decrease) during the year:
   Return on plan assets................................................................           7,254          (7,474)
   Sponsor contributions................................................................           3,262             845
   Participant contributions............................................................              32             119
   Benefits paid........................................................................          (4,468)         (2,679)
   Foreign currency translation impact..................................................           4,251           4,584
                                                                                            -------------    -----------
Net increase (decrease) during the year.................................................          10,331          (4,605)
                                                                                            ------------     ------------
Fair value of plan assets at the end of the year........................................    $     49,157     $    38,826
                                                                                            ============     ===========

         The following  tables set forth the funded status of the Company's  defined benefit pension plans, at December 31,
2003 and 2002 (000's omitted):

U.S.
----
                                                                                                  2003           2002
                                                                                                  ----           ----
Actuarial present value of benefit obligation --
      Vested benefits...................................................................    $    (39,071)    $   (34,921)
      Nonvested benefits................................................................          (3,013)         (4,989)
                                                                                            -------------    ------------
   Accumulated benefit obligation.......................................................         (42,084)        (39,910)
Fair value of plan assets...............................................................          32,450          27,544
                                                                                            ------------     -----------
   Fair value of plan assets in excess of accumulated benefit obligation................          (9,634)        (12,366)
   Unrecognized net loss................................................................           5,433           8,464
   Unrecognized prior-service costs.....................................................           2,553           2,929
                                                                                            ------------     -----------
Net amount recognized...................................................................    $     (1,648)    $      (973)
                                                                                            =============    ============
Amounts recognized in the consolidated balance sheet consist of:
   Accrued benefit liability............................................................    $     (9,634)    $   (12,366)
   Intangible asset.....................................................................           2,553           2,930
   Deferred tax asset.................................................................             2,119           3,395
   Accumulated other comprehensive income...............................................           3,314           5,068
                                                                                            ------------     -----------
Net amount recognized...................................................................    $     (1,648)    $      (973)
                                                                                            =============    ============

Non-U.S.
--------
                                                                                                  2003           2002
                                                                                                  ----           ----
Actuarial present value of benefit obligation --
      Vested benefits...................................................................    $    (79,418)    $   (68,569)
      Nonvested benefits................................................................            (221)             (6)
                                                                                            -------------    ------------
Accumulated benefit obligation..........................................................         (79,639)        (68,575)
Additional amounts related to projected increases in compensation levels................             (96)            (53)
                                                                                            -------------    ------------
   Projected benefit obligation.........................................................         (79,735)        (68,628)
Fair value of plan assets...............................................................          49,157          38,826
                                                                                            ------------     -----------
   Fair value of plan assets in excess of projected benefit obligation..................         (30,578)        (29,802)
   Unrecognized net loss................................................................          26,658          26,354
                                                                                            ------------     -----------
   Net amount recognized................................................................    $     (3,920)    $    (3,448)
                                                                                            =============    ============
Amounts recognized in the consolidated balance sheet consist of:
   Accrued benefit liability............................................................    $    (30,221)    $   (29,654)
   Deferred tax asset (a).............................................................             9,206           9,172
   Accumulated other comprehensive income...............................................          17,095          17,034
                                                                                            ------------     -----------
   Net amount recognized................................................................    $     (3,920)    $    (3,448)
                                                                                            =============    ============

(a)  Prior to recognition of valuation allowance.

         The net periodic pension cost was as follows (000's omitted):

U.S.
----
                                                                              2003              2002             2001
                                                                              ----              ----             ----

    Service cost.......................................................   $         910    $          860    $       886
    Interest cost......................................................           2,510             2,387          2,399
    Return on assets...................................................          (2,276)           (2,644)        (2,981)
Amortization of unrecognized transition obligation.....................              --                --              2
    Recognized loss....................................................             272                --            250
    Recognized prior service cost .....................................             376               392            372
    Curtailment loss and special termination benefits (a)..............              --             2,247             --
                                                                          -------------    --------------    -----------
    Net periodic pension cost..........................................   $       1,792    $        3,242    $       928
                                                                          =============    ==============    ===========

(a) The  curtailment  loss and special  termination  benefits in 2002 include a plan  curtailment  benefit of $1.0 million,
special  termination  benefit of $1.1 million,  and recognition of prior service cost of $0.1 million,  associated with the
closure of the Burns Harbor lithography facility.

Non-U.S.
--------
                                                                              2003              2002             2001
                                                                              ----              ----             ----

    Service cost.......................................................   $         359    $          635    $       717
    Interest cost......................................................           4,269             3,224          2,786
    Return on assets...................................................          (2,974)           (3,301)        (3,358)
Recognized loss........................................................             895               235             --
                                                                          -------------    --------------    -----------
    Net periodic pension cost..........................................   $       2,549    $          793    $       145
                                                                          =============    ==============    ===========

         The  projected  benefit  obligation  as of December 31, 2003,  2002 and 2001 was  determined  using the  following
assumed discount rates and expected long-term rate of return on plan assets:

U.S.                                                                          2003              2002             2001
----                                                                          ----              ----             ----

    Discount Rate......................................................           6.25%          6.75%           7.25%
    Long-Term Rate of Return on Plan Assets............................           8.50%          8.50%           8.50%


Non-U.S.                                                                      2003              2002             2001
--------                                                                      ----              ----             ----

    Discount Rate......................................................      5.00 - 5.75%      5.00 - 5.75%  5.00 - 6.00%
    Long-Term Rate of Return on Plan Assets............................             7.00%             7.00%         7.00%
    Rate of Compensation Increase......................................      2.50 - 4.00%      2.50 - 4.00%  2.50 - 4.00%

         The U.S. based plan has a non-pay related dollar multiplier benefit formula;  accordingly, the effect of projected
future compensation levels is zero.

         For the U.S.  based plan, the expected  long-term  rate of return on plan assets is 8.5%.  For the Non-U.S.  based
plans  (only one of which is funded),  the  expected  long-term  rate of return on plan  assets is 7.0%.  In setting  these
rates, the Company considered the historical returns of the plans' funds,  anticipated future market conditions,  including
inflation, and the target asset allocation of the plans' portfolios.

         The  plans'  assets  consist  primarily  of shares of equity  and bond  funds,  corporate  bonds and cash and cash
equivalents.  The  measurement  date for all U.S. and non-U.S.  plans is December  31. The  following  table sets forth the
percentage of the total fair value of plan assets held as of the  measurement  date for each major  category of plan assets
for the past three years:







U.S.
----
                                                                         2003     2002     2001
                                                                         ----     ----     ----
Equity.................................................................   72%      71%      71%
Bond...................................................................    8%      10%      20%
Collateralized Debt Obligations........................................    9%      11%       4%
Cash & Cash Equivalents................................................    6%       3%       5%
Hedge Fund.............................................................    5%       5%       0%

Non-U.S.
--------
                                                                         2003     2002     2001
                                                                         ----     ----     ----
Equity.................................................................   85%      80%      79%
Bond...................................................................   12%      15%      12%
Property...............................................................    2%       2%       3%
Cash & Cash Equivalents................................................    1%       3%       6%

         The U.S. based plan's  investment  portfolio seeks to preserve the capital value of the assets in real terms.  The
portfolio's  expected  annualized total rate of return,  given the asset guidelines  outlined below, should be either 8.5%,
or 4% above the rate of  inflation  ("CPI"),  whichever  is greater,  over a three- to five-year  time  horizon.  No single
company  exposure  whether equity or fixed income shall constitute more than 5% at cost or 10% of market value of the total
Pension Plan portfolio.

         Cash Equivalent Guidelines

         The cash  equivalent  portion of the  portfolio  may be  invested in United  States  Treasury  and federal  agency
obligations,  certificates of deposit (secured),  repurchase agreements (secured),  commercial paper and other money market
instruments  rated  A-1/P-1 by Moody's  or S&P,  respectively.  No issue  shall  constitute  more than 5% at cost or 10% of
market value of the total value of the plan's portfolio, except United States Treasury and federal agency obligations.

         Fixed Income Guidelines (Bond)

         Corporate  bonds  shall be limited to public  issues  rated  investment  grade by both  Moody's and S&P. No single
industry group, as defined by S&P, shall constitute more than 20% of the fixed income  portfolio except  obligations of the
United States  Government.  No single company  exposure shall constitute more than 2 1/2% at cost or 5% of market value of the
plan's fixed income portfolio except obligations of the United States Government.

         Equity Guidelines

         No  single  industry  group,  as  defined  by S&P,  shall  constitute  more than 25% of the  total  plan's  equity
portfolio.  No single  company  exposure shall  constitute  more than 5% at cost or 10% of market value of the total plan's
equity portfolio.

         Alternative Investment Guidelines (Hedge Fund)

         Only  Hedge  Fund-of  Funds  will  be  considered  with  a  minimum  of  seven  underlying  fund  managers.  Hedge
Fund-of-Funds  investments must be offered by professional  investment managers with proven records of superior performance
over time.

         The Non-U.S.  based plan's assets are invested with  Threadneedle  Asset  Management in their Mixed Fund. The fund
invests in a diversified  portfolio of assets that includes  United Kingdom and overseas  equities and bonds,  property and
cash. The fund is benchmarked  against the Combined  Actuarial  Performance  Services (CAPS) Balanced Fund Universe and has
a performance  target of  outperforming  the  benchmark  median on a rolling  three-year  basis with a goal of being in the
upper  quartile on a rolling  five-year  basis.  Threadneedle  sets the asset  allocation in the Mixed Fund.  However,  the
risk  parameters set for the fund make it unlikely that the asset  allocation  will deviate  dramatically  from the average
fund in the CAPS Balanced Fund Universe.

         The Company estimates that in 2004 contributions to its U.S. based plan will total  approximately $1.5 million and
contributions to its non-U.S. based plans will total approximately $1.4 million.

         In  addition,   hourly  employees  at  four  plants  are  covered  by  union-sponsored   collectively   bargained,
multi-employer  pension plans. The Company  contributed to these plans and charged to expense  approximately  $1.2 million,
$1.1 million  and  $1.1 million  in 2003,  2002 and 2001,  respectively.  The  contributions  are  generally  determined in
accordance  with the  provisions of the  negotiated  labor  contracts and are generally  based on a per employee,  per week
amount.  The  Company's  withdrawal  liability,  if any, is not  presently  determinable  and  therefore no amount has been
recorded for any contingent unfunded liability.

         The Company provides a 401(k) defined contribution plan to eligible employees.  Company matching contributions for
employees and related  administration  costs associated with the plan were $1.8 million,  $2.4 million and $2.5 million for
2003, 2002 and 2001, respectively.

(8)  Postretirement Benefit Plans

         The Company provides health and life insurance  benefits for certain domestic retired employees in connection with
collective bargaining agreements.

         The following presents the changes in the accumulated  postretirement benefit obligations for the plan years ended
December 31, 2003 and 2002 (000's omitted):

                                                                                                  2003           2002
                                                                                                  ----           ----
Accumulated postretirement benefit obligations at the beginning
    of the year............................................................................  $     32,225    $    26,833
Net increase (decrease) during the year attributable to:
    Service cost...........................................................................           262            408
    Interest cost..........................................................................         1,487          1,734
    Actuarial (gain) / loss................................................................        (1,972)         8,497
    Benefits paid..........................................................................        (1,884)        (1,947)
    Plan amendments........................................................................        (6,167)        (4,506)
    Plan curtailment (a)...................................................................            --            479
    Special termination benefit (a)........................................................            --            727
                                                                                             ------------    -----------
Net increase / (decrease) for the year.....................................................        (8,274)         5,392
                                                                                             -------------   -----------
Accumulated postretirement benefit obligations at the end of the year......................  $     23,951    $    32,225
                                                                                             ============    ===========

(a) The plan  curtailment  benefit and special  termination  benefit in 2002 are  associated  with the closure of the Burns
Harbor lithography facility.

         Effective  January 1, 2003 and 2002 the Company  amended the  postretiree  health  care plan.  The 2003  amendment
provided for  contributions  to be paid by plan  participants  who retired prior to the term of any  collective  bargaining
agreement  currently  in  effect.  The  amendment  resulted  in a  reduction  in  the  accumulated  postretirement  benefit
obligation  of $6.2  million.  The 2002  amendment  resulted  in a  reduction  in the  accumulated  postretirement  benefit
obligation  of $4.5 million by capping the  Company's  contribution  toward  retiree  medical costs at 150% of the expected
2003 medical costs.







         The Company's postretirement benefit plans are not funded. The status of the plans at December 31,  2003 and 2002,
is as follows (000's omitted):
                                                                                                  2003           2002
                                                                                                  ----           ----
Accumulated postretirement benefit obligations:
    Active employees.......................................................................  $      7,844    $     9,812
    Retirees...............................................................................        16,107         22,413
                                                                                             ------------    -----------
Total accumulated postretirement benefit obligations.......................................        23,951         32,225
Unrecognized net loss......................................................................        (4,843)        (6,953)
Unrecognized prior-service cost benefit....................................................         9,387          4,125
                                                                                             ------------    -----------
Net liability recognized...................................................................  $     28,495    $    29,397
                                                                                             ============    ===========

         Net periodic  postretirement benefit costs for the Company's U.S. postretirement benefit plans for the years ended
December 31, 2003, 2002 and 2001, included the following components (000's omitted):

                                                                                2003              2002           2001
                                                                                ----              ----           ----

Service cost...........................................................     $        262      $      407      $      225
Interest cost..........................................................            1,487           1,734           1,871
Recognized loss........................................................              138              --              --
Recognized prior-service cost..........................................            (904)           (382)              --
Curtailment and Special termination benefit............................               --           1,206              --
                                                                            ------------      ----------      ----------
Net periodic postretirement benefit cost...............................     $        983      $    2,965      $    2,096
                                                                            ============      ==========      ==========

         The accumulated  postretirement benefit obligation as of December 31, 2003, 2002 and 2001 was determined using the
following assumed discount rates and health care cost trend rates:

                                                                              2003              2002             2001
                                                                              ----              ----             ----

    Discount Rate......................................................           6.25%               6.75%         7.25%
    Health Care Cost Trend Rate........................................      8.00-4.00%         9.00- 4.00%         7.00%


         The 2003 health care assumption was based upon emerging health care trends,  and begins at an 8% increase in 2004,
reducing by 1% each year  thereafter,  until 2008. A one  percentage  point  increase in the assumed health care cost trend
rate for each year would increase the accumulated  postretirement  benefit obligation as of December 31,  2003 and 2002, by
approximately  $1.5 million and  $3.6 million,  respectively,  and the total of the service and interest cost components of
net postretirement  benefit cost for each year then ended by approximately  $0.2 million,  $0.3 million and $0.3 million in
2003,  2002 and 2001,  respectively.  A one  percentage  point decrease in the assumed health care cost trend rate for each
year would decrease the accumulated  postretirement  benefit obligation as of December 31,  2003 and 2002, by approximately
$1.4  million  and  $3.2  million,  respectively,  and the  total  of the  service  and  interest  cost  components  of net
postretirement  benefit  cost for each year then ended by  approximately  $0.1  million,  $0.3  million and $0.2 million in
2003, 2002 and 2001, respectively.

         The  Company  estimates  that in 2004 the  Company's  payments  under  its  postretirement  benefit  plan  will be
approximately $1.6 million.

         As of  December 31,  2003 and 2002,  the  Company has  recorded a  liability  of  $2.8 million  and  $3.0 million,
respectively,  for benefit  obligations  for which a former  executive was fully eligible to receive on a periodic  payment
basis  beginning  August 1,  1998. The Company  recorded  after-tax  charges of $87,000 and $149,000 to  accumulated  other
comprehensive  loss in conjunction with the benefit  obligations in 2003 and 2002,  respectively.  The charges are included
in the "equity  adjustment to reflect minimum pension liability" on the Company's  Consolidated  Statement of Stockholder's
Equity.  The principal source of funding for this obligation is an insurance policy on the executive's life.







(9)  Commitments and Contingencies

Environmental

         United States Can has been named as a potentially  responsible party for costs incurred in the clean-up of the San
Leandro Plume, a regional  groundwater plume partially extending  underneath United Sates Can's former site in San Leandro,
California.  When the Company acquired the San Leandro facility,  it assumed certain liabilities subject to indemnification
by the former  owner / operator  for claims made on or before  December  1986.  The former  owner / operator  tendered  its
obligations  under the remedial  action  order to the Company.  The Company  accepted  the tender with  reservation  of any
legal rights it may have to seek  contribution or reimbursement.  The Company is a party to an indemnity  agreement related
to this matter with the current owner of the property,  who purchased the property from the Company.  In its 1994 agreement
with the current owner,  the Company agreed to defend and indemnify the current owner and their  successors and assigns for
any claims,  including  investigative or remedial  action,  required by any  governmental  agency that regulates  hazardous
substances.  Neither the agreement  with the former owner or the operator  contains any caps or limits.  Extensive soil and
groundwater  investigative work has been performed on the San Leandro Plume,  including at the San Leandro site. Currently,
the State of  California  is  overseeing  remediation  at an offsite  source of  contamination  of the San  Leandro  Plume.
Periodically,  the State of  California  conducts  regional  sampling  to monitor  the  efficacy  of the  remediation.  The
Company,  along with other PRPs,  participated  in a coordinated  sampling  event in 1999.  In November  2002, as part of a
larger  sampling  scheme,  the State of California  requested that we sample existing  monitoring  wells at the San Leandro
property.  The Company  completed a round of sampling in December 2002. The 2002 sampling  results  generally show that the
concentration  of  contamination  is  declining,  which we view as a  positive  development.  While  the  State has not yet
commented on either the 1999 or the 2002  sampling  results,  we believe that the source of  contamination  is unrelated to
our past operations.  The Company receives  quarterly  invoices from the State of California for its oversight work and for
the regional  sampling.  At this time,  the Company is unable to estimate  reasonably  possible  losses  related to the San
Leandro  site or to the San  Leandro  Plume,  but  believes  the  sampling  supports  its  position  that  the  groundwater
contamination  in the San Leandro Plume is unrelated to its past  operation.  To date, the Company has not been required to
implement any remedial action at the San Leandro site.

Legal

         The Company is involved in litigation  from time to time in the ordinary  course of our business.  In our opinion,
the litigation is not material to our financial condition or results of operations.

Leases

         The Company has entered into  agreements to lease certain  property  under terms which qualify as capital  leases.
Capital leases  consist  primarily of various  production  machinery and  equipment.  Most capital  leases contain  renewal
options and some contain purchase  options.  As of December 31,  2003 and 2002,  capital lease assets were $0.6 million and
$1.4 million, net of accumulated amortization of $7.8 million and $7.6 million, respectively.

         The  Company  also  maintains  operating  leases on  various  plant and  office  facilities,  vehicles  and office
equipment.  Rent expense under  operating  leases for the years ended  December 31,  2003, 2002 and 2001, was $7.4 million,
$7.0 million and $8.3 million, respectively.







         At December 31, 2003, minimum payments due under these leases were as follows (000's omitted):

                                                                                              Capital         Operating
                                                                                              Leases           Leases
                                                                                              ------           ------
   2004  ..............................................................................  $         764     $      6,327
   2005  ..............................................................................             41            5,720
   2006  ..............................................................................             --            4,264
   2007  ..............................................................................             --            3,764
   2008  ..............................................................................             --            3,450
   Thereafter..........................................................................             --           12,284
                                                                                         -------------     ------------
         Total minimum lease payments..................................................            805     $     35,809
                                                                                                           ============
   Amount representing interest........................................................            (17)
                                                                                         -------------
   Present value of net minimum capital lease payments.................................  $         788
                                                                                         =============

(10)  Equity Incentive Plans

         In 2000,  the Board of  Directors  and  stockholders  of U.S.  Can  Corporation  approved the U.S. Can 2000 Equity
Incentive Plan. The Board of Directors  administers  the plan and may, from time to time,  grant option awards to directors
of U.S. Can  Corporation,  including  directors who are not employees of U.S. Can  Corporation,  all executive  officers of
U.S. Can  Corporation  and its  subsidiaries,  and other  employees,  consultants,  and advisers who, in the opinion of the
Board, are in a position to make a significant  contribution to the success of U.S. Can and its subsidiaries.  The Board of
Directors  may grant  options that are  time-vested  and options that vest based on the  attainment  of  performance  goals
specified by the Board of Directors.  All previous plans were terminated in 2000 in connection with the recapitalization.

         On December 20, 2002, U.S. Can Corporation  amended its certificate of incorporation to effect (i) a reverse stock
split  which,  upon  filing  with the  Secretary  of State  of the  State of  Delaware,  reclassified  and  converted  each
preexisting  share of common stock and Series A preferred  stock into  1/1000th of a share of common and  preferred  stock,
respectively,  and (ii) a corresponding  reduction in the number of its authorized  shares of common stock from 100,000,000
shares to 100,000 shares and in the number of its authorized  shares of preferred stock from 200,000,000  shares to 200,000
shares.  The reverse stock split did not affect the relative percentages of ownership for any shareholders.







         A summary of the status of the Company's  stock option plans (as restated for the reverse stock split) at December
31, 2003, 2002 and 2001, and changes during the years then ended, are presented in the tables below:

                                                            Options Outstanding                Exercisable Options
                                                            -------------------                -------------------
                                                                          Wtd. Avg.                            Wtd. Avg.
                                                                          Exercise                             Exercise
                                                  Shares (in 000s)          Price     Shares (in 000s)           Price
                                                  ----------------          -----     ----------------           -----
December 31, 2000..............................          2,476.542          1,000               --           $      --
   Granted.....................................            154.000          1,000
   Exercised...................................                 --             --
   Canceled....................................            (387.622)        1,000
                                                    ----------------------  ----------

December 31, 2001..............................          2,242.920          1,000          325.547           $   1,000
   Granted.....................................             25.000          1,000
   Exercised...................................                 --             --
   Canceled....................................           (461.186)         1,000
                                                    ---------------------   ----------

December 31, 2002 .............................          1,806.734          1,000          551.744           $   1,000
   Granted.....................................            600.000          1,000
   Exercised...................................                 --             --
   Canceled....................................           (223.055)         1,000
                                                    ---------------------   ----------
December 31, 2003 .............................          2,183.679          1,000          654.107           $   1,000

                                                                                                  Exercisable Options
                                                     Options Outstanding                            at December 31,
                                                    at December 31, 2003                                 2003
                                                    --------------------                                 ----
                                                          Remaining           Wtd.                                Wtd.
                                                         Contractual          Avg.                                Avg.
                                                            Life            Exercise                            Exercise
Exercise Price                          Shares             (Years)            Price            Shares             Price
--------------                          ------             -------            -----            ------             -----

$1,000.00......................        2,183.679             7.60           $1,000.00          654.107           $1,000.00
                                       =========             ====           =========          =======           =========

         The  weighted-average  estimated fair value of options granted during 2003,  2002, and 2001 was $355.46,  $341.10,
and  $388.42,  respectively.  The  fair  value  of each  option  grant  is  determined  on the  date  of  grant  using  the
Black-Scholes option pricing model with the following  weighted-average  assumptions for options granted in 2003, 2002, and
2001,  respectively:  risk-free interest rate of 4.49%, 4.26%, and 5.04%; expected lives of 10 years in all cases; expected
volatility of 0% in all cases; and no dividends for any year.

(11)  Redeemable Preferred Stock

         As part of the  recapitalization,  U.S. Can Corporation issued shares of preferred stock having an aggregate value
of  $106.7 million  to  Berkshire  Partners  and its  affiliates  and the rollover  stockholders.  Dividends  accrue on the
preferred stock at an annual rate of 10%, are cumulative from the date of issuance and compounded  quarterly,  on March 31,
June 30,  September 30  and  December 31  of each  year and are  payable  in cash  when  and as  declared  by our  Board of
Directors,  so long as  sufficient  cash is  available  to make the  dividend  payment  and has been  obtained  in a manner
permitted  under the terms of our Senior  Secured  Credit  Facility and the  indenture.  As of December 31, 2003,  2002 and
2001,  dividends of  approximately  $40.3  million,  $26.5  million and $13.9  million,  respectively,  have been  accrued.
Holders of the  preferred  stock have no voting  rights,  except as otherwise  required by law. The  preferred  stock has a
liquidation  preference equal to the purchase price per share, plus all accrued and unpaid  dividends.  The preferred stock
ranks senior to all classes of U.S. Can Corporation common stock and is not convertible into common stock.

         The Company is required to redeem the preferred stock, at the option of the holders,  including accrued and unpaid
dividends,  upon the occurrence of any of the following  events and so long as sufficient  cash is available to the Company
or available from dividend payments permitted under the terms of the Company's debt agreement:

o        the bankruptcy of the Company

o        the  acceleration of debt under any major loan agreement to which the Company or any of its subsidiaries is a party; or

o        public  offerings  of  shares  of  capital  stock of the Company

         The Company's  certificate of incorporation  expressly  states that any redemption  rights of holders of preferred
stock shall be  subordinate or otherwise  subject to prior rights of the lenders under the Company's  Senior Secured Credit
Facility, the holders of the 10 7/8% Senior Secured Notes and the holders of the 12 3/8% Senior Subordinated Notes.

         At this time,  the  Company's  Senior  Secured  Credit  Facility  prohibits  the  Company's  ability to redeem the
preferred  stock and the debt  agreement  restricts the  Company's  ability to obtain funds that may be necessary to redeem
the preferred stock.

(12)  Related Parties

         Berkshire  Partners is the majority  shareholder  (77.3%) of the Company and receives a management fee of $750,000
per year.

         Under the  provisions of the second  amendment to the Senior Secured Credit  Facility,  Berkshire  Partners may be
required  to cash  collateralize  and  ultimately  repurchase  the  Tranche  C term loan  facility.  In  consideration  for
Berkshire's  agreement to purchase a participation in the Tranche C term loan, the Company has agreed to accrue for and pay
to  Berkshire  an annual fee of 2.75% of the amount of the Tranche C term loan then  outstanding,  which was  $550,000  for
2003 and 2002.  The  cumulative  amount of $1.1  million is included in accrued  liabilities  in the  accompanying  balance
sheet.  This fee is payable in  advance,  is  non-refundable  and may not be paid in cash  (without  the  requisite  senior
lenders'  consent) so long as the  Company's  current  senior  bank debt is  outstanding.  If  Berkshire  were  required to
purchase a Tranche C term loan  participation  in the future,  the Company would be required to pay Berkshire the amount of
such Tranche C term loan, plus accrued  interest,  to the extent of Berkshire's  participation.  The Company also agreed to
reimburse  Berkshire's  out-of-pocket  costs and expenses incurred in connection with the purchase agreement and the second
amendment to the credit agreement.

         Citigroup Inc.  (formerly Salomon Smith Barney)  currently  beneficially owns 4.90% of the Company's common stock.
Citigroup  Inc. was paid $2.9 million in fees in 2003 for  financial  advisory  services  provided in  connection  with the
Company's 10 7/8% Senior Secured Note offering.

         On December 11, 2003, George Bayly was appointed  Co-Chairman of the Company's Board of Directors.  Mr. Bayly also
consults with the Company for which he is compensated  $300,000 per year,  excluding board fees.  Also, in conjunction with
his consulting  arrangement,  Mr. Bayly was awarded an additional 400 options with a strike price of $1,000.  These options
vest ratably over a three-year  period so long as Mr. Bayly remains  Co-Chairman  of the Board of Directors and devotes 50%
of his time consulting on behalf of the Company.

(13)  Reverse Stock Split

         On December 5, 2002,  the board of directors  authorized  (i) a reverse  stock split in which each issued share of
the  Company's  common  stock and  Series A  preferred  stock,  $0.01 par value per  share,  would be  reclassified  as and
converted  into 1/1000th of a share of common stock and preferred  stock,  $10.00 par value per share,  subject to approval
of the Company's  shareholders  and (ii) a corresponding  reduction in the number of its authorized  shares of common stock
from  100,000,000  shares to 100,000 shares and in the number of its authorized  shares of preferred stock from 200,000,000
shares to 200,000 shares.  During  December,  the Company obtained the necessary  shareholder  consents and on December 20,
2002, U.S. Can  Corporation,  upon filing with the Secretary of State of the State of Delaware,  amended its certificate of
incorporation  to effect the reverse  stock  split.  The reverse  stock split did not affect the  relative  percentages  of
ownership  for any  shareholders.  The reverse  stock split did not affect the annual rate at which  dividends on preferred
stock accrue,  their  cumulation or quarterly  compounding.  Dividends  remain  payable in cash when and as declared by our
Board of  Directors,  so long as  sufficient  cash is  available to make the  dividend  payment and such payment  would not
violate the terms of the Senior  Secured  Credit  Facility and the 10 7/8% Senior  Secured and 12 3/8% Senior  Subordinated
Notes.
(14)  Accounting Change

         The  Company  adopted  SFAS No. 142  "Goodwill  and Other  Intangible  Assets" on January 1, 2002.  This  standard
provides   accounting   and   disclosure   guidance  for  acquired   intangibles.   Under  this   standard,   goodwill  and
"indefinite-lived"  intangibles  are no longer  amortized,  but are  tested at least  annually  for  impairment.  Effective
January 1, 2002, the Company ceased the  amortization  of goodwill.  The Company  recorded  goodwill  amortization  of $2.8
million for the year ended  December 31, 2001.  SFAS No. 142  requires  impairment  testing to be performed  initially upon
adoption,  annually and whenever  events and changes in  circumstances  indicate there may be a potential  impairment.  The
first step of goodwill  impairment  testing is to identify  potential  goodwill  impairment by comparing an estimated  fair
value for each  applicable  reporting unit to its respective  carrying value. If the fair value exceeds the carrying value,
goodwill is not impaired and no further  testing is  performed.  For the reporting  units where the carrying  value exceeds
the fair value, a second step is performed to measure the amount of the goodwill impairment.

         During 2002, the Company completed the initial transitional  goodwill impairment test and reported that a non-cash
impairment  charge was required in the Custom & Specialty and  International  segments.  During the fourth quarter of 2002,
the Company  determined the amount of the goodwill  impairment and recorded a pre-tax goodwill  impairment  charge of $39.1
million  ($18.3  million,  net of tax)  relating  to the Custom &  Specialty  and  International  segments.  The charge was
presented as a cumulative  effect of a change in  accounting  principle  effective as of January 1, 2002 and was  primarily
due to competitive  pressures in the Custom & Specialty and  International  segment  marketplaces.  To determine the amount
of goodwill  impairment,  the Company  measured the impairment  loss as the excess of the carrying  amount of goodwill over
the implied fair value of goodwill.  The impairment  charge had no impact on covenant  compliance  under the Senior Secured
Credit Agreement.


         During 2003,  the Company  completed its annual  impairment  test as of November 23, 2003 and  determined  that no
additional  impairment of goodwill existed.  However,  future goodwill impairment tests could result in an impairment and a
charge to earnings.  The Company  will  continue to evaluate  goodwill on an annual basis as of the end of fiscal  November
and whenever events and changes in circumstances indicate that there may be a potential impairment.

         There were no changes in the carrying  amount of goodwill by segment for the year ended  December  31,  2003.  The
carrying value of the goodwill by segment is as follows (in 000's):
                                    Goodwill
                                 Carrying Value
                                 --------------

Aerosol                                 $    7,255

Paint, Plastic & General Line               20,129
                                 ------------------
Balance, December 31, 2003             $    27,384
                                 ==================

         Pursuant to SFAS No. 142, the results for 2001 have not been  restated.  A  reconciliation  of net loss as if SFAS
142 had been adopted is presented below for the year ended December 31, 2001.

                                                                     Year Ended
                                                                  December 31, 2001
                                                                 --------------------
                                                                 --------------------
                                                                   (in thousands)
Reported Net Loss Attributable to Common Stockholders                   $      (51,761)
Add back:  Goodwill amortization (net of tax)                                    1,858
                                                                       -----------------
Adjusted Net Loss Attributable to Common Stockholders                   $      (49,903)
                                                                       ================







(15)  Business Segments

         Management  monitors and evaluates  performance,  customer base and market share for four business  segments.  The
segments have separate  management teams and distinct product lines. The Aerosol segment  primarily  produces steel aerosol
containers in the U.S. for personal care, household,  automotive,  paint and industrial products. The International segment
produces  aerosol cans in the Europe and Latin America  (through  Formametal S.A., a joint venture in Argentina) as well as
steel food  packaging in Europe.  The Paint,  Plastic & General Line segment  produces round cans in the U.S. for paint and
coatings,  oblong  cans for items  such as  lighter  fluid  and  turpentine  as well as  plastic  containers  for paint and
industrial and consumer  products.  The Custom & Specialty segment produces a wide array of functional and decorative tins,
containers  and other  products in the U.S. The Company  notes that  financial  information  used to produce its  financial
statements  is not recorded or  reconciled  on a product line basis,  therefore  it is not  practicable  for the Company to
disclose revenues by product line.

         The accounting policies of the segments are the same as those described in Note (2) to the Consolidated  Financial
Statements.  No single customer accounted for more than 10% of the Company's total net sales during 2003, 2002 or 2001.

         Financial information relating to the Company's operations by geographic area was as follows (000's omitted):

                                                    United
                                                    States              Europe             Consolidated
                                                    ------              ------             ------------
2003
Net sales.........................................  $536,088          $  286,808           $  822,896
Long-lived assets...............................     193,887             114,401              308,288
2002
Net sales.........................................  $555,303          $  241,197           $  796,500
Long-lived assets...............................     196,784             107,003              303,787
2001
Net sales.........................................  $542,722          $  229,466           $  772,188
Long-lived assets...............................     222,099             123,252              345,351







         The  following  is a summary  of  revenues  from  external  customers,  loss from  operations,  capital  spending,
depreciation  and  amortization  and  identifiable  assets for each segment as of  December 31,  2003, 2002 and 2001 (000's
omitted):
                                                                          2003                2002               2001
                                                                          ----                ----               ----
Revenues from external customers:
   Aerosol.......................................................     $     359,246      $    364,133      $     334,716
   International.................................................           286,808           241,197            229,466
   Paint, Plastic, & General Line................................           118,909           119,952            130,412
   Custom & Specialty............................................            57,933            71,218             77,594
         Total revenues..........................................     $     822,896      $    796,500      $     772,188
                                                                      =============      ============      =============
Income (loss) from operations:
   Aerosol.......................................................     $      61,802      $     59,545      $      47,299
   International.................................................            (3,174)              742               (267)
   Paint, Plastic, & General Line................................            13,070            11,378             12,544
   Custom & Specialty............................................             3,320               734               (998)
   Total Segment Income From Operations..........................            75,018            72,399             58,578
   Unallocated Selling, General & Administrative Expenses (a)....           (24,259)          (24,147)           (28,485)
   Special Charges (b)...........................................              (612)           (8,705)           (36,239)
   Interest Expense..............................................           (54,444)          (51,333)           (54,668)
   Bank Financing Fees...........................................            (6,118)           (4,051)            (2,636)
                                                                      --------------     -------------     --------------
         Total loss before income taxes..........................     $     (10,415)     $    (15,837)     $     (63,450)
                                                                      ==============     =============     ==============
Capital spending:
   Aerosol.......................................................     $      10,912      $      6,879      $       3,514
   International.................................................             2,325            11,996              4,556
   Paint, Plastic, & General Line................................             3,843             3,770              6,536
   Custom & Specialty............................................             1,778             3,002              1,043
   Corporate.....................................................               989             1,588              3,888
                                                                      -------------      ------------      -------------
         Total capital spending..................................     $      19,847      $     27,235      $      19,537
                                                                      =============      ============      =============
Depreciation and amortization:
   Aerosol.......................................................     $      12,227      $     12,014      $      11,856
   International.................................................            12,233            10,182              9,355
   Paint, Plastic, & General Line................................             5,856             5,561              5,462
   Custom & Specialty............................................             1,810             1,942              2,165
   Corporate.....................................................             6,177             6,387              5,788
                                                                      -------------      ------------      -------------
         Total depreciation and amortization.....................     $      38,303      $     36,086      $      34,626
                                                                      =============      ============      =============
Identifiable assets:
   Aerosol.......................................................     $     166,645      $    166,136      $     168,214
   International.................................................           214,896           219,089            239,200
   Paint, Plastic, & General Line................................            77,073            80,566             82,627
   Custom & Specialty............................................            24,679            27,087             45,125
   Corporate.....................................................            93,895            85,948             99,184
                                                                      -------------      ------------      -------------
Total identifiable assets........................................     $     577,188      $    578,826      $     634,350
                                                                      =============      ============      =============


(a)  Represents  United States Selling,  General & Administrative  expenses.  The Company does not allocate these costs
         to its domestic segments.

(b)  Management  does  not  evaluate   segment   performance including such charges.  See Note (3) for further information
     on the Company's special charges.








(16)  Subsidiary Guarantor Information

         The  following  presents  the  condensed  consolidating  financial  data for U.S.  Can  Corporation  (the  "Parent
Guarantor"),  United States Can Company (the "Issuer"),  USC May Verpackungen  Holding Inc.  (the "Subsidiary  Guarantor"),
and the Issuer's European subsidiaries,  including May Verpackungen GmbH & Co., KG (the "Non-Guarantor  Subsidiaries"),  as
of December 31, 2003 and 2002 and for the years ended  December 31,  2003, 2002 and 2001.  Investments in subsidiaries  are
accounted for by the Parent  Guarantor,  the Issuer and the  Subsidiary  Guarantor  under the equity method for purposes of
the  supplemental  consolidating  presentation.  Earnings of  subsidiaries  are,  therefore,  reflected  in their  parent's
investment  accounts and earnings.  This  consolidating  information  reflects the guarantors and  non-guarantors of the 10
7/8% Senior Secured Notes and 12 3/8% Senior Subordinated Notes.

         The 10 7/8% Senior Secured Notes and 12 3/8% Senior  Subordinated  Notes are guaranteed on a full,  unconditional,
unsecured,  senior  subordinated,  joint and several basis by the Parent Guarantor,  the Subsidiary Guarantor and any other
domestic  restricted  subsidiary of the Issuer.  USC May  Verpackungen  Holding Inc.,  which is wholly owned by the Issuer,
currently is the only Subsidiary  Guarantor.  The Parent Guarantor has no assets or operations separate from its investment
in the Issuer.

         Separate  financial  statements of the Issuer or the Subsidiary  Guarantors  have not been presented as management
has  determined  that such  information  is not  material to the holders of the 10 7/8%  Senior  Secured  Notes and 12 3/8%
Senior Subordinated Notes.






                                           U.S. CAN CORPORATION AND SUBSIDIARIES
                                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-- (Continued)
                                           CONSOLIDATING STATEMENT OF OPERATIONS

                                           FOR THE YEAR ENDED DECEMBER 31, 2003
                                                      (000's omitted)

                                                                                            USC Europe/
                                                                              USC May           May
                                                               United      Verpackungen    Verpackungen
                                               U.S. Can      States Can      Holding           GmbH                          U.S. Can
                                              Corporation     Company      (Subsidiary    (Non-Guarantor                    Corporation
                                               (Parent)       (Issuer)      Guarantor)     Subsidiaries)    Eliminations   Consolidated
                                             -------------- ------------- --------------- ---------------- --------------- --------------

NET SALES..................................   $        -     $   536,088   $          -    $     286,808    $         -     $    822,896
COST OF SALES..............................             -        457,896            (374)        277,950               -         735,472
                                             -------------- ------------- --------------- ---------------- --------------- --------------
     Gross income..........................             -         78,192             374           8,858               -          87,424
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES            -         24,259               -          12,406               -          36,665
SPECIAL CHARGES............................             -           (580)              -           1,192               -             612
                                             -------------- ------------- --------------- ---------------- --------------- --------------
     Operating income (loss)...............             -         54,513             374          (4,740)              -          50,147
INTEREST EXPENSE...........................             -         44,799           6,384           3,261               -          54,444
BANK FINANCING FEES........................             -          6,090               -              28               -           6,118
EQUITY EARNINGS (LOSS) FROM
  SUBSIDIARY...............................       (13,520)       (17,962)         (7,375)              -          38,857               -
                                             -------------- ------------- --------------- ---------------- --------------- --------------
    Loss before income taxes...............       (13,520)       (14,338)        (13,385)         (8,029)         38,857         (10,415)
PROVISION (BENEFIT) FOR INCOME TAXES.......             -           (818)          2,931             992               -           3,105
                                             -------------- ------------- --------------- ---------------- --------------- --------------
NET LOSS BEFORE                                   (13,520)       (13,520)        (16,316)         (9,021)         38,857         (13,520)
  PREFERRED STOCK DIVIDENDS................
PREFERRED STOCK DIVIDENDS..................       (13,821)             -               -               -               -         (13,821)
                                             -------------- ------------- --------------- ---------------- --------------- --------------
NET LOSS ATTRIBUTABLE TO                      $   (27,341)   $   (13,520)  $     (16,316)  $      (9,021)   $     38,857    $    (27,341)
  COMMON STOCKHOLDERS......................
                                             ============== ============= =============== ================ =============== ==============







                                           U.S. CAN CORPORATION AND SUBSIDIARIES
                                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-- (Continued)
                                           CONSOLIDATING STATEMENT OF OPERATIONS

                                           FOR THE YEAR ENDED DECEMBER 31, 2002
                                                      (000's omitted)

                                               U.S. Can        United         USC May       USC Europe/     Eliminations     U.S. Can
                                                                                                May
                                                                           Verpackungen    Verpackungen
                                                             States Can      Holding           GmbH
                                              Corporation     Company      (Subsidiary    (Non-Guarantor                    Corporation
                                               (Parent)       (Issuer)      Guarantor)     Subsidiaries)                   Consolidated
                                             -------------- ------------- --------------- ---------------- --------------- --------------

NET SALES..................................   $        -     $   555,303   $          -    $     241,197    $         -     $    796,500
COST OF SALES..............................             -        483,647            (406)        227,154               -         710,395
                                             -------------- ------------- --------------- ---------------- --------------- --------------
     Gross income..........................             -         71,656             406          14,043               -          86,105
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES            -         24,146               -          13,707               -          37,853
SPECIAL CHARGES............................             -          3,080               -           5,625               -           8,705
                                             -------------- ------------- --------------- ---------------- --------------- --------------
     Operating income (loss)...............             -         44,430             406          (5,289)              -          39,547
INTEREST EXPENSE...........................             -         42,105           6,465           2,763               -          51,333
BANK FINANCING FEES........................             -          4,051               -               -               -           4,051
EQUITY EARNINGS (LOSS) FROM
  SUBSIDIARY...............................       (71,776)       (59,871)        (19,837)              -         151,484               -
                                             -------------- ------------- --------------- ---------------- --------------- --------------
    Loss before income taxes...............       (71,776)       (61,597)        (25,896)         (8,052)        151,484         (15,837)
PROVISION FOR INCOME TAXES.................             -          2,005          22,197          13,435               -          37,637
                                             -------------- ------------- --------------- ---------------- --------------- --------------
NET LOSS BEFORE                                   (71,776)       (63,602)        (48,093)        (21,487)        151,484         (53,474)
  CUMULATIVE EFFECT OF ACCOUNTING   CHANGE
AND PREFERRED STOCK
  DIVIDENDS................................
CUMULATIVE EFFECT OF ACCOUNTING
  CHANGE, NET OF TAX                                    -         (8,174)          4,717         (14,845)              -         (18,302)
                                             -------------- ------------- --------------- ---------------- --------------- --------------
NET LOSS BEFORE PREFERRED STOCK DIVIDENDS..       (71,776)       (71,776)        (43,376)        (36,332)        151,484         (71,776)
PREFERRED STOCK DIVIDENDS..................       (12,521)             -               -               -               -         (12,521)
                                             -------------- ------------- --------------- ---------------- --------------- --------------
NET LOSS ATTRIBUTABLE TO                      $   (84,297)   $   (71,776)  $     (43,376)  $     (36,332)   $    151,484    $    (84,297)
  COMMON STOCKHOLDERS......................  ============== ============= =============== ================ =============== ==============







                                           U.S. CAN CORPORATION AND SUBSIDIARIES
                                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-- (Continued)
                                           CONSOLIDATING STATEMENT OF OPERATIONS

                                           FOR THE YEAR ENDED DECEMBER 31, 2001
                                                      (000's omitted)


                                               U.S. Can        United         USC May       USC Europe/     Eliminations     U.S. Can
                                                                                                May
                                                                           Verpackungen    Verpackungen
                                                             States Can      Holding           GmbH
                                              Corporation     Company      (Subsidiary    (Non-Guarantor                    Corporation
                                               (Parent)       (Issuer)      Guarantor)     Subsidiaries)                   Consolidated
                                             -------------- ------------- --------------- ---------------- --------------- --------------

NET SALES..................................   $         -    $   542,722   $           -         229,466    $          -     $   772,188
COST OF SALES..............................             -        483,878               -         211,636               -         695,514
                                             -------------- ------------- --------------- ---------------- --------------- --------------
     Gross income..........................             -         58,844               -          17,830               -          76,674
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES            -         28,484           1,423          16,674               -          46,581
SPECIAL CHARGES............................             -         27,063               -           9,176               -          36,239
                                             -------------- ------------- --------------- ---------------- --------------- --------------
     Operating income (loss)...............             -          3,297          (1,423)         (8,020)              -          (6,146)
INTEREST EXPENSE...........................             -         45,500           6,500           2,668               -          54,668
BANK FINANCING FEES........................             -          2,636               -               -               -           2,636
EQUITY EARNINGS (LOSS) FROM
  SUBSIDIARY...............................       (40,416)       (13,010)         (1,198)              -          54,624               -
                                             -------------- ------------- --------------- ---------------- --------------- --------------
    Loss before income taxes...............       (40,416)       (57,849)         (9,121)        (10,688)         54,624         (63,450)
BENEFIT FOR INCOME TAXES...................             -        (17,433)         (3,506)         (2,095)              -         (23,034)
                                             -------------- ------------- --------------- ---------------- --------------- --------------
NET LOSS BEFORE                                   (40,416)       (40,416)         (5,615)         (8,593)         54,624         (40,416)
  PREFERRED STOCK DIVIDENDS................
PREFERRED STOCK DIVIDENDS..................       (11,345)             -               -               -               -         (11,345)
                                             -------------- ------------- --------------- ---------------- --------------- --------------
NET LOSS ATTRIBUTABLE TO                      $   (51,761)   $   (40,416)  $      (5,615)  $      (8,593)   $     54,624    $    (51,761)
  COMMON STOCKHOLDERS......................  ============== ============= =============== ================ =============== ==============






                                           U.S. CAN CORPORATION AND SUBSIDIARIES
                                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-- (Continued)

                                           CONDENSED CONSOLIDATING BALANCE SHEET
                                                  As of December 31, 2003
                                                      (000's omitted)


                                  U.S. Can     United States         USC May       USC Europe/ May    Eliminations       U.S. Can
                                                                  Verpackungen       Verpackungen
                                                                     Holding             GmbH
                                 Corporation    Can Company        (Subsidiary      (Non-Guarantor                      Corporation
                                  (Parent)        (Issuer)         Guarantor)       Subsidiaries)                      Consolidated
                                -------------- ---------------  ------------------ -----------------  -------------- ------------------
CURRENT ASSETS:
     Cash and cash equivalents    $        -    $     16,854      $            -       $     6,686       $        -      $    23,540
     Accounts receivable......             -          44,157                   -            43,452                -           87,609
     Inventories..............             -          52,739                   -            42,806                -           95,545
     Deferred income taxes....             -             666                   -               163                -              829
     Other current assets.....             -           6,460                   -             7,113                -           13,573
                                -------------- ---------------  ------------------ -----------------  -------------- ------------------
          Total current assets             -         120,876                   -           100,220                -          221,096
NET PROPERTY, PLANT AND
  EQUIPMENT...................             -         143,777                   -            99,596                -          243,373
GOODWILL......................             -          27,384                   -                 -                -           27,384
DEFERRED INCOME TAXES.........             -          30,685                   -               131                -           30,816
OTHER NON-CURRENT ASSETS......             -          39,570                   -            14,949                -           54,519
INTERCOMPANY
  ADVANCES....................             -         252,104                   -                 -         (252,104)               -
INVESTMENT IN
  SUBSIDIARIES................             -                -             61,961                 -          (61,961)               -
                                -------------- ---------------  ------------------ -----------------  -------------- ------------------
          Total assets........    $       -     $    614,396      $       61,961      $    214,896       $ (314,065)    $    577,188
                                ============== ===============  ================== =================  ============== ==================

CURRENT LIABILITIES
     Current maturities of
       long-term debt.........    $        -    $      2,379      $            -      $     17,120       $        -     $     19,499
     Accounts payable.........             -          42,237                   -            48,614                -           90,851
     Restructuring reserves...             -           2,831                   -               591                -            3,422
     Income taxes payable.....             -               -                   -             1,249                -            1,249
     Other current liabilities             -          35,683                   -            10,802                -           46,485
                                -------------- ---------------  ------------------ -----------------  -------------- ------------------
          Total current                    -          83,130                   -            78,376                -          161,506
liabilities...................
TOTAL LONG TERM DEBT..........           854         534,913                   -                 -                -          535,767
LONG-TERM LIABILITIES PURSUANT
  TO EMPLOYEE BENEFIT PLANS...             -          41,069                 930            29,780                -           71,779
OTHER LONG-TERM
  LIABILITIES.................             -           2,594                   -             4,492                -            7,086
PREFERRED STOCK...............       146,954               -                   -                 -                -          146,954
INTERCOMPANY LOANS............       112,056               -             121,595            18,453         (252,104)               -
INVESTMENT IN
  SUBSIDIARIES................        86,040          38,730                   -                  -        (124,770)               -
STOCKHOLDERS' EQUITY..........      (345,904)        (86,040)            (60,564)           83,795           62,809         (345,904)
                                -------------- ---------------  ------------------ -----------------  -------------- ------------------
          Total liabilities       $        -    $    614,396      $       61,961      $    214,896       $ (314,065)    $    577,188
and stockholders'equity.......  ============== ===============  ================== =================  ============== ==================






                                           U.S. CAN CORPORATION AND SUBSIDIARIES
                                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-- (Continued)

                                           CONDENSED CONSOLIDATING BALANCE SHEET
                                                  As of December 31, 2002
                                                      (000's omitted)


                                  U.S. Can     United States         USC May       USC Europe/ May    Eliminations       U.S. Can
                                                                  Verpackungen       Verpackungen
                                                                     Holding             GmbH
                                 Corporation    Can Company        (Subsidiary      (Non-Guarantor                      Corporation
                                  (Parent)        (Issuer)         Guarantor)       Subsidiaries)                      Consolidated
                                -------------- ---------------  ------------------ -----------------  -------------- ------------------
CURRENT ASSETS:
     Cash and cash equivalents    $        -    $      5,707      $            -      $      6,083       $        -     $     11,790
     Accounts receivable......             -          43,623                   -            46,363                -           89,986
     Inventories..............             -          57,500                (600)           48,735                -          105,635
     Deferred income taxes....             -           5,535               1,977               218                -            7,730
     Other current assets.....             -           6,184                   -             8,282                -           14,466
                                -------------- ---------------  ------------------ -----------------  -------------- ------------------
          Total current assets             -         118,549               1,377           109,681                -          229,607
NET PROPERTY, PLANT AND
  EQUIPMENT...................             -         147,588                   -            94,086                -          241,674
GOODWILL......................             -          27,384                   -                 -                -           27,384
DEFERRED INCOME TAXES.........             -          28,312                 606               422                -           29,340
OTHER NON-CURRENT ASSETS......             -          37,904                   -            12,917                -           50,821
INTERCOMPANY
  ADVANCES....................             -         240,791                   -                 -         (240,791)               -
INVESTMENT IN
  SUBSIDIARIES................             -                -             61,360                 -          (61,360)               -
                                -------------- ---------------  ------------------ -----------------  -------------- ------------------
          Total assets........    $       -     $    600,528      $       63,343      $    217,106       $ (302,151)    $    578,826
                                ============== ===============  ================== =================  ============== ==================

CURRENT LIABILITIES
     Current maturities of
       long-term debt.........    $        -    $     11,078      $            -       $    15,075       $        -     $     26,153
     Accounts payable.........             -          47,901                   -            46,636                -           94,537
     Other current liabilities             -          48,389                  31            15,974                -           64,394
                                -------------- ---------------  ------------------ -----------------  -------------- ------------------
          Total current                    -         107,368                  31            77,685                -          185,084
liabilities...................
TOTAL LONG TERM DEBT..........           854         503,238                   -            19,437                -          523,529
LONG-TERM LIABILITIES PURSUANT
  TO EMPLOYEE BENEFIT PLANS...             -          44,603                 672            29,299                -           74,574
OTHER LONG-TERM
  LIABILITIES.................             -           3,714                   -             2,638                -            6,352
PREFERRED STOCK...............       133,133               -                   -                 -                -          133,133
INTERCOMPANY LOANS............       112,057               -             114,864            13,870         (240,791)               -
INVESTMENT IN
  SUBSIDIARIES................        97,802          39,407                -                  -           (137,209)             -
STOCKHOLDERS' EQUITY..........      (343,846)        (97,802)            (52,224)           74,177           75,849         (343,846)
                                -------------- ---------------  ------------------ -----------------  -------------- ------------------
          Total liabilities       $        -    $    600,528      $       63,343      $    217,106       $ (302,151)    $    578,826
and stockholders' equity......  ============== ===============  ================== =================  ============== ==================






                                           U.S. CAN CORPORATION AND SUBSIDIARIES
                                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-- (Continued)

                                      CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
                                           FOR THE YEAR ENDED DECEMBER 31, 2003
                                                      (000's omitted)


                                                              U.S. Can        United                       USC Europe /       U.S. Can
                                                                                             USC May           May
                                                                            States Can    Verpackungen     Verpackungen
                                                            Corporation      Company         Holding      (Non-Guarantor     Corporation
                                                              (Parent)       (Issuer)    (Subsidiary-GuaraSubsidiaries)     Consolidated
                                                           --------------- ------------- ---------------- ---------------  ----------------

CASH FLOWS FROM OPERATING ACTIVITIES.........................$       -       $  23,409     $    (14,101)    $     11,724      $     21,032
                                                           --------------- ------------- ---------------- ---------------  ----------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures.......................................         -        (17,523)               -           (2,324)          (19,847)
  Proceeds on the sale of property...........................         -            256                -            5,173             5,429
                                                           --------------- ------------- ---------------  ---------------- ---------------
      Net cash used in investing activities..................         -        (17,267)               -            2,849           (14,418)
                                                           --------------- ------------- ---------------- ---------------  ----------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Changes in intercompany advances...........................         -        (11,312)          14,101           (2,789)                -
  Issuance of 10 7/8% senior secured notes...................         -        125,000                -                -           125,000
  Repurchase of 12 3/8% senior subordinated notes............         -         (3,011)               -                -            (3,011)
  Net payments under the revolving line of credit............         -        (27,600)               -                -           (27,600)
  Payment of Tranche A loan..................................         -        (27,294)               -                -           (27,294)
  Payment of Tranche B loan..................................         -        (47,575)               -                -           (47,575)
  Borrowings of other debt...................................         -          4,814                -                -             4,814
  Proceeds from accounts receivable factoring................         -              -                -           11,195            11,195
  Payments of other long-term debt...........................         -         (1,079)               -          (18,750)          (19,829)
  Payments of debt financing costs...........................         -         (6,938)               -                -            (6,938)
                                                           --------------- ------------- ---------------- ---------------  ----------------
      Net cash (used in) provided by financing activities....         -          5,005           14,101          (10,344)            8,762
                                                           --------------- ------------- ---------------- ---------------  ----------------
EFFECT OF EXCHANGE RATE CHANGES ON CASH......................         -              -                -           (3,626)           (3,626)
                                                           --------------- ------------- ---------------- ---------------  ----------------
INCREASE IN CASH AND                                                  -         11,147                -              603            11,750
  CASH EQUIVALENTS...........................................
CASH AND CASH EQUIVALENTS, beginning of year.................         -          5,707                -            6,083            11,790
                                                           --------------- ------------- ---------------- ---------------  ----------------
CASH AND CASH EQUIVALENTS, end of period.....................$       -       $  16,854     $         -      $      6,686      $     23,540
                                                           =============== ============= ================ ===============  ================







                                           U.S. CAN CORPORATION AND SUBSIDIARIES
                                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-- (Continued)

                                      CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
                                           FOR THE YEAR ENDED DECEMBER 31, 2002
                                                      (000's omitted)


                                                              U.S. Can        United                       USC Europe /       U.S. Can
                                                                                             USC May           May
                                                                            States Can    Verpackungen     Verpackungen
                                                            Corporation      Company         Holding      (Non-Guarantor     Corporation
                                                              (Parent)       (Issuer)    (Subsidiary-GuaraSubsidiaries)     Consolidated
                                                           --------------- ------------- ---------------- ---------------  ----------------

CASH FLOWS FROM OPERATING ACTIVITIES.........................$        -      $  19,114     $     (41,410)   $     28,460      $      6,164
                                                           --------------- ------------- ---------------- ---------------  ----------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures.......................................         -        (15,239)               -          (11,996)          (27,235)
  Proceeds on the sale of property...........................         -            817                -            4,845             5,662
  Investment in Formametal S.A...............................         -           (133)               -                -              (133)
                                                           --------------- ------------- ---------------- ---------------  ----------------
      Net cash used in investing activities..................         -        (14,555)               -           (7,151)          (21,706)
                                                           --------------- ------------- ---------------- ---------------  ----------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Changes in intercompany advances...........................         -        (10,195)          41,410          (31,215)                -
  Net borrowings under the revolving line of credit..........         -         13,600                -                -            13,600
  Borrowing of long-term debt                                         -              -                -           11,079            11,079
  Payments of long-term debt, including capital lease                 -                               -
obligations..................................................                  (10,506)                           (2,183)          (12,689)
                                                           --------------- ------------- ---------------- ---------------  ----------------
      Net cash (used in) provided by financing activities....         -         (7,101)          41,410          (22,319)           11,990
                                                           --------------- ------------- ---------------- ---------------  ----------------
EFFECT OF EXCHANGE RATE CHANGES ON CASH......................         -              -                -              599               599
                                                           --------------- ------------- ---------------- ---------------  ----------------
DECREASE IN CASH AND                                                  -         (2,542)               -             (411)           (2,953)
  CASH EQUIVALENTS...........................................
CASH AND CASH EQUIVALENTS, beginning of year.................         -          8,249                -            6,494            14,743
                                                           --------------- ------------- ---------------- --------------- ----------------
CASH AND CASH EQUIVALENTS, end of period.....................$       -       $   5,707     $         -      $      6,083      $     11,790
                                                           =============== ============= ================ ===============  ================






                                           U.S. CAN CORPORATION AND SUBSIDIARIES
                                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-- (Continued)

                                      CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
                                           FOR THE YEAR ENDED DECEMBER 31, 2001
                                                      (000s omitted)


                                                              U.S. Can        United                       USC Europe /       U.S. Can
                                                                                             USC May           May
                                                                            States Can    Verpackungen     Verpackungen
                                                            Corporation      Company         Holding      (Non-Guarantor     Corporation
                                                              (Parent)       (Issuer)    (Subsidiary-GuaraSubsidiaries)     Consolidated
                                                           --------------- ------------- ---------------- ---------------  ----------------

CASH FLOWS FROM OPERATING ACTIVITIES.........................$        -      $   3,658     $    (10,186)    $       (464)     $     (6,992)
                                                           --------------- ------------- ---------------- ---------------  ----------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures.......................................         -        (14,981)               -           (4,556)          (19,537)
  Acquisition of business, net of cash acquired..............         -         (4,198)               -                -            (4,198)
  Proceeds on the sale of property...........................         -              -                -            7,208             7,208
  Investment in Formametal S.A...............................         -         (7,891)               -                -            (7,891)
                                                           --------------- ------------- ---------------- ---------------  ----------------
      Net cash used in investing activities..................         -        (27,070)               -            2,652           (24,418)
                                                           --------------- ------------- ---------------- ---------------  ----------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Changes in intercompany advances...........................         -        (10,289)          10,186              103                 -
  Settlement of shareholder litigation.......................         -         (2,063)               -                -            (2,063)
  Net borrowings under the revolving line of credit..........         -         37,600                -                -            37,600
  Borrowing of Term C loan...................................                   20,000                                              20,000
  Payments of long-term debt, including capital lease                 -                               -
obligations..................................................                   (9,569)                           (4,533)          (14,102)
  Payment of debt financing costs................                       -       (6,294)               -                -           (6,294)
                                                           --------------- ------------- ---------------- ---------------  ----------------
      Net cash (used in) provided by financing activities....         -         29,385           10,186           (4,430)           35,141
                                                           --------------- ------------- ---------------- ---------------  ----------------
EFFECT OF EXCHANGE RATE CHANGES ON CASH......................         -              -                -              228               228
                                                           --------------- ------------- ---------------- ---------------  ----------------
INCREASE (DECREASE) IN CASH AND                                       -          5,973                -           (2,014)            3,959
  CASH EQUIVALENTS...........................................
CASH AND CASH EQUIVALENTS, beginning of year.................         -          2,276                -            8,508            10,784

CASH AND CASH EQUIVALENTS, end of period.....................$       -       $   8,249     $         -      $      6,494      $     14,743
                                                           =============== ============= ================ ===============  ================







 (17)  Quarterly Financial Data (Unaudited)

         The following is a summary of the  unaudited  interim  results of operations  for each of the quarters in 2003 and
2002 (000's omitted).

                           First Quarter             Second Quarter            Third Quarter              Fourth Qtr
                         -----------------         ------------------       ------------------         ----------------
                         2003         2002         2003         2002        2003          2002         2003        2002
                         ----         ----         ----         ----        ----          ----         ----        ----

Net Sales........... $  198,890   $  186,038   $  210,312   $  203,624   $  204,508  $   205,474  $   209,186  $   201,364
Gross Income........     21,344       18,968       24,710       22,893       20,725       19,800       20,645       24,444
Special Charges(a)..      1,030           --          591           --        (791)        5,071        (218)        3,634
Loss from Operations
    Before Accounting
    Change..........    (4,037)      (2,382)      (1,002)        (876)      (4,296)      (5,229)      (4,185)     (44,987)
Net Loss Attributable
    to Common
    Shareholders.... $  (7,283)   $ (23,658)   $  (4,402)   $  (3,957)   $  (7,781)  $   (8,387)  $   (7,875)  $  (48,295)
                     ==========   ==========   ==========   ==========   ==========  ===========  ===========  ===========

(a) See Note (3) to the Consolidated Financial Statements.










ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

         None.

ITEM  9A.  CONTROLS AND PROCEDURES

         EVALUATION  OF DISCLOSURE  CONTROLS AND  PROCEDURES.  The  Company's  management,  with the  participation  of the
Company's chief executive officer and chief financial officer,  has evaluated the effectiveness of its disclosure  controls
and procedures  (as defined in Rules  13a-15(e) and 15d-15(e)  under the  Securities  Exchange Act of 1934, as amended (the
"Exchange  Act")),  as of the end of the period covered by this Annual Report on Form 10-K. Based on such  evaluation,  the
Company's  chief  executive  officer  and chief  financial  officer  have  concluded  that as of such date,  the  Company's
disclosure controls and procedures were effective.

         CHANGES IN INTERNAL CONTROL OVER FINANCIAL  REPORTING.  There was no change in the Company's internal control over
financial  reporting (as defined in Rules  13a-15(f) and 15d-15(f)  under the Exchange Act) that occurred during the period
covered by this Annual Report on Form 10-K that has  materially  affected,  or is reasonably  likely to materially  affect,
the Company's internal control over financial reporting.







                                                         PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         The  following  table  sets  forth  the name,  age as of March 15,  2004 and  position  of each of our  directors,
executive  officers  and other key  employees.  Each of our  directors  will hold office  until the next annual  meeting of
shareholders  or until his  successor  has been elected and  qualified.  Our officers are elected by our Board of Directors
and serve at the discretion of the Board of Directors.

                      Name                          Age                              Position
                      ----                          ---                              --------

Carl Ferenbach............................           61     Director, Co-Chairman of the Board
George V. Bayly...........................           61     Director, Co-Chairman of the Board
John L. Workman...........................           52     Director, Chief Executive Officer
Thomas A. Scrimo..........................           55     Executive Vice President and General Manager, Business Units of
                                                            the Americas
Sarah T. Macdonald........................           39     Senior Vice President, Sales
Larry S. Morrision........................           50     Senior   Senior Vice President, Metal Manufacturing and
                                                            Lithography Operations
Francois J. Vissers.......................           43     Senior   Senior Vice President, International and President of
                                                            European Operations
Sandra K. Vollman.........................           46     Senior Vice President and Chief Financial Officer
Emil P. Obradovich........................           57     Vice President and Chief Technical Officer
Thomas J. Olander.........................           55     Vice President, Human Resources
Sheleen Quish.............................           55     Chief Information Officer and Vice President, Corporate Marketing
Richard K. Lubin..........................           57     Director
Philip R. Mengel..........................           59     Director
Francisco A. Soler........................           58     Director
Louis B. Susman...........................           66     Director

Carl  Ferenbach.  Mr. Ferenbach  became Chairman of the Board in October 2002. Mr.  Ferenbach,  who was one of our founding
directors in 1983 and served as a member of our Board of Directors  until  February 2000,  was elected as a Director at the
time of the  recapitalization.  Mr. Ferenbach  is also a Managing  Director of Berkshire  Partners,  which he co-founded in
1986.  He has  been a  director  of  many of  Berkshire  Partners'  manufacturing,  transportation  and  telecommunications
investments,  serves as a director of Crown Castle  International  Corporation  and is Chairman of English Welsh & Scottish
Railway.

George V. Bayly.  Mr. Bayly has served as a Director  since August 2003 and was named  Co-Chairman of the Board in December
2003.  Mr. Bayly has been a principal of Whitehall  Investors,  LLC, a consulting  and venture  capital  firm,  since 2002.
From 1991 to 2002, Mr. Bayly served as Chairman,  President and Chief Executive  Officer of Ivex Packaging  Corporation,  a
container and packaging  manufacturer.  Mr. Bayly is also a director of General  Binding  Corporation,  Packaging  Dynamics
Inc. and Huhtamaki Oy.

John L. Workman.  Mr. Workman  was named Chief  Executive  Officer in February  2003.  From October 2002 to February  2003,
Mr.  Workman  served as the Company's  Chief  Operating  Officer.  Prior  thereto,  Mr. Workman had served as the Company's
Executive Vice President and Chief Financial  Officer since August 1998.  Prior to his appointment,  Mr. Workman  served as
Executive Vice President and Chief Restructuring  Officer at Montgomery Ward Holding  Corporation.  Montgomery Ward was one
of the nation's largest privately-held retailers.

Thomas A. Scrimo.  Mr. Scrimo  became  Executive Vice  President and General  Manager for Business Units of the Americas in
October  2003.  Since  February  2003,  Mr.  Scrimo had served as our  Executive  Vice  President  and General  Manager for
Aerosol,  Paint and General  Line.  From  November 2002 to February  2003,  Mr. Scrimo served as the Company's  Senior Vice
President  and  General  Manager of  Operations,  Americas.  Mr.  Scrimo  served as our Senior Vice  President  and General
Manager,  Aerosol  Operations  and Business  Support since February  2000.  From August 1998 to February  2000,  Mr. Scrimo
served as our Vice President,  Business Support Operations.  Prior to joining us, he served as Vice President of Operations
for Greenfield Industries, Inc., an international tool manufacturer, from January 1997 to August 1998.

Sarah T. Macdonald.  Ms. Macdonald was named our Senior Vice President,  Sales in October 2003.  Previously,  Ms. Macdonald
had been our Vice  President,  Global  Accounts since May 2001. From August 2000 to May 2001, she served as Vice President,
Marketing,  Aerosol and Paint,  Plastic & General Line and Vice President,  Marketing,  Paint,  Plastic & General Line from
December 1999 to August 2000.  From October 1998 to December of 1999,  Ms.  Macdonald was the Sales and Marketing  Director
of the  Company's  U.K.  operations.  Before  joining the  Company,  Ms.  Macdonald  held a number of  different  sales and
marketing positions with Crown, Cork & Seal and Carnaud Metalbox.

Larry S. Morrison.  Mr.  Morrison  became Senior Vice President for Metal  Manufacturing  and  Lithography in October 2003.
Since February 2003, Mr.  Morrison had served as Senior Vice President and General  Manager for Plastics,  Lithography  and
Specialty  Products.  From June 2002 to February 2003,  Mr.  Morrison  served as Vice  President of Specialty  Products and
Litho  Services.  From July 1995 to June 2002,  Mr.  Morrison held numerous  positions  within the Company  including  Vice
President,  Operational  Excellence,  Vice President and General Manager, Custom & Specialty Products and Vice President of
Manufacturing of Custom & Specialty Products.

Francois  Vissers.  Mr.  Vissers has held the position of Senior Vice  President,  International  and President of European
Operations  since  February 2003.  From  September  2002 to February 2003, Mr. Vissers served as Vice President  Europe and
Managing Director May Verpackungen.  Prior thereto,  Mr. Vissers served as Vice President,  Aerosol Division - Europe since
May 2001.  Before joining the Company,  he held various senior management  positions with GE Plastics in Europe,  including
General  Manager for the  European  ABS business  from 2000  through May 2001 and  European  productivity  leader from 1999
through 2000.

Sandra K.  Vollman.  Ms. Vollman  was named  Senior  Vice  President  and Chief  Financial  Officer in February  2003.  Ms.
Vollman had been serving as the Company's  Primary  Financial  Officer  since  October 2002.  From February 2002 to October
2002, Ms Vollman had served as the  Company's  Senior Vice  President--Finance.  She joined the Company in July 1999 as Vice
President  -  Business  Development  and was  named  Vice  President  -  Finance  in  September  2000.  From  1997 to 1999,
Ms. Vollman was Vice President and Corporate Controller for Montgomery Ward and Co.

Emil P.  Obradovich.  Mr. Obradovich  has served as our Vice  President and Chief  Technical  Officer since  February 2000.
From 1996 to February 2000, Mr. Obradovich served as our Managing Director of Technical Services.

Thomas J. Olander.  Mr. Olander became Vice  President,  Human  Resources in March 2003.  Previously,  Mr. Olander held the
position of Vice  President,  Organization & Staffing,  Compensation & Benefits for U.S. Can since December 1999.  Prior to
joining the company,  Mr.  Olander held the position of Vice  President,  Human  Resources  for Draper and Kramer,  Inc., a
Chicago-based real estate firm from 1996 through 1999.

Sheleen Quish. Ms. Quish has been serving as our Chief Information  Officer and Vice President,  Corporate  Marketing since
February  2003.  From  December  2000 to February  2003,  Ms.  Quish  served as our Vice  President  and Chief  Information
Officer.  Prior to joining U.S. Can, Ms. Quish served as Managing  Director of Leapnet,  an Internet company from June 2000
to December  2000,  and as Senior Vice  President of  Administration  and Systems of Unitrin,  an insurance  and  financial
services company, from 1998 through June 2000.

Richard  K.  Lubin.  Mr. Lubin  has  served as a  Director  since the  recapitalization  in 2000.  Mr. Lubin  is a Managing
Director  of  Berkshire  Partners,  which he  co-founded  in 1986.  He has been a director of many of  Berkshire  Partners'
manufacturing,  retailing and  transportation  investments  and currently  serves as a director of The Holmes Group,  Inc.,
English Welsh & Scottish Railway and Fresh Start Bakeries, Inc.

Philip R.  Mengel.  Mr.  Mengel was elected a Director in 2001 and  currently  serves as an Advisory  Director to Berkshire
Partners.  Mr.  Mengel was the Chief  Executive  Officer of English  Welsh & Scottish  Railway  from  January  2000 through
December  2003.  From 1996 to January 2000,  Mr. Mengel was the Chief  Executive  Officer of Ibstock plc, an  international
building products company.  Mr. Mengel is also a director of The Economist Newspaper Group.

Francisco A. Soler.  Mr. Soler  has served as a Director  since 1983.  Since 1985,  Mr. Soler has served as the Chairman of
International  Bancorp of Miami, Inc.,  the holding company for The  International  Bank of Miami,  N.A.  Mr. Soler is also
President of Harbour Club Milano Spa and a director of various  industrial and  commercial  companies in the United Kingdom
and El Salvador.

Louis B. Susman.  Mr. Susman  has served as a Director  since 1998.  Mr. Susman is a Vice Chairman of the Citigroup  Global
Corporate  Investment Bank, Chairman of the Citigroup North American Customer Committee,  and a Vice Chairman of Investment
Banking  and  Managing  Director  of  Salomon  Smith  Barney Inc.  Prior  to  joining  Salomon  Brothers  Inc  (one  of the
predecessors  of Salomon Smith Barney) in June 1989,  Mr. Susman  was a senior partner at the St.  Louis-based  law firm of
Thompson &  Mitchell.  Mr. Susman  is a Director  of Drury Inns and has  previously  served on the boards of the St.  Louis
National  Baseball  Club, Inc.,  Silver  Eagle, Inc.,  Hasco  International,  PennCorp  Financial,  Avery, Inc.  and  other
publicly-held corporations.

Audit Committee Financial Expert

         Messrs. Soler, Mengel,  Ferenbach,  Bayly and Lubin constitute the members of our audit committee.  At the present
time, based on our review of the criteria  required to meet the definition of "audit committee  financial expert" under the
rules  adopted by the SEC, no member of the audit  committee  meets the SEC's  definition of an audit  committee  financial
expert.  Nevertheless,  we believe the  experience  and education of the members of the audit  committee  qualifies them to
monitor  the  integrity  of our  financial  statements,  legal and  regulatory  requirements  applicable  to us, the public
accountants'  qualifications and independence,  the performance of our internal audit function, and our compliance with the
Sarbanes-Oxley  Act and the rules and regulations  thereunder.  Moreover,  we believe that each of the members of the audit
committee has demonstrated that he is capable of (i) understanding  generally accepted  accounting  principles ("GAAP") and
financial  statements,  (ii)  assessing the general  application of GAAP  principles in connection  with the accounting for
estimates,  accruals and reserves,  (iii) analyzing and evaluating our financial  statements,  (iv) understanding  internal
controls and  procedures  for financial  reporting,  and (v)  understanding  audit  committee  functions,  all of which are
attributes of an audit  committee  financial  expert under the rule adopted by the SEC.  Given the business  experience and
acumen of Messrs.  Soler,  Mengel,  Ferenbach,  Bayly and Lubin and their longstanding  service as members of the our audit
committee,  the Board of Directors  believes  that they are qualified to carry out all duties and  responsibilities  of our
audit committee. In addition, the audit committee has the ability on its own to retain independent  accountants,  financial
advisors  or  other  consultants,   advisors  and  experts  whenever  it  deems  appropriate.  We  believe  the  directors'
qualifications and experience,  and ability to utilize outside advisors and experts as they consider  appropriate,  affords
them  sufficient  background  and  expertise  to fulfill  their  obligations  without the  necessity  of including an audit
financial expert at the present time.

Code of Ethics


         The Company has adopted a code of business  conduct and ethics for officers  (including  the  Company's  principal
executive  officer,  principal  financial officer and controller) and employees,  known as the Corporate Code of Ethics and
Conduct.    The    Corporate    Code   of   Ethics   and   Conduct   is   available   on   the    Company's    website   at
http://www.uscanco.com/code.htm.







ITEM 11.  EXECUTIVE COMPENSATION

         The following tables set forth  information  concerning  compensation  paid to our Chief Executive Officer and our
other four most highly  compensated  executive  officers  during  fiscal  years 2003,  2002 and 2001.  Information  is also
included  for one of our former  executives,  who would have been among the most highly  compensated  officers  but for his
resignation in November 2003.

Summary Compensation Table
                                                                                                      Long Term Compensation
                                                                                                      ----------------------
                                                        Annual Compensation                         Awards              Payout
                                                        -------------------                         ------              ------
                                                                                                  Securities
                                                                                                  Underlying
                                                                              Other Annual    Options/SARs (#)(c)     All Other
                                                                                              -------------------
Name and Principal Position            Year      Salary         Bonus         Compensation                           Compensation
                                       ----      ------         -----         ------------                           ------------

John L. Workman                          2003      $521,377                            $6,194                none $     26,681(a)
Chief Executive Officer                  2002      $424,723      $ --                  $7,215                none $     24,148(b)
                                         2001      $412,915        $45,000             $7,215                none $     46,600(c)
                                                                   $20,000
Thomas A. Scrimo                         2003      $287,869         $   --             $5,506                none $    14,563(a)
Executive Vice President and G.M.,       2002      $252,677        $35,000             $5,506                none $    14,478(b)
Aerosol, Paint & Business Support        2001      $245,754        $12,000             $5,506                none $    22,016(c)


Larry S. Morrison                        2003      $207,600        $50,000             $5,506                none $       8,168(a)
Senior Vice President, Metal             2002      $202,615        $25,000             $5,506                none $     10,113(b)
Manufacturing & Lithography              2001      $195,138        $20,000             $5,506                none $     13,184(c)





Francois Vissers (e)                     2003      $341,037         $   --             $7,049                none $
Senior Vice President, International     2002      $270,948        $31,102             $5,457                none -(d)
and President of European Operations     2001     $240,085         $51,739             $3,291              25.000 $
                                                                                                                  -(d)
                                                                                                                  $
                                                                                                                  -(d)

Sandra K. Vollman                        2003      $224,792         $   --             $5,506                none $       8,306(a)
Senior Vice President and Chief          2002      $203,446        $20,000             $5,506                none $     16,219(b)
Financial Officer                        2001      $193,062        $20,000             $5,506                none $     13,774(c)





James J. Poehling (e)                    2003      $244,623         $   --             $5,189                none $    50,874(a)
Senior Vice President, North             2002      $242,292        $80,000             $5,506                none $    90,668(b)
American Sales and Channel              2001        $71,282        $35,000             $2,169              50.000 $      9,751(c)
Development


(a)      2003 amounts shown for Messrs. Workman,  Scrimo,  Morrison,  Ms. Vollman and Mr. Poehling include contributions or
         payments for their benefit to U.S. Can  Corporation's  Salaried Employee Savings and Retirement  Accumulation Plan
         ("SRAP")  and  pursuant  to  nonqualified  retirement  plans  ($26,681,   $14,563,   $8,168,  $8,306  and  $14,069
         respectively).  The 2003 amount  shown for Mr.  Poehling  also  includes  reimbursement  for  relocation  expenses
         claimed under his Employment  Agreement of $22,382 and payments made by the Company of $14,423 in accordance  with
         his Severance Agreement.

 (b)     2002 amounts shown for Messrs. Workman,  Scrimo,  Morrison,  Ms. Vollman and Mr. Poehling include contributions or
         payments for their benefit to U.S. Can  Corporation's  Salaried Employee Savings and Retirement  Accumulation Plan
         ("SRAP")  and  pursuant  to  nonqualified  retirement  plans  ($24,148,  $14,478,  $10,113,  $16,219  and  $11,630
         respectively).  The 2002 amount shown for Mr. Poehling  includes  reimbursement  for relocation  expenses  claimed
         under his Employment Agreement of $79,038.

(c)      2001 amounts shown for Messrs. Workman,  Scrimo,  Morrison,  Ms. Vollman and Mr. Poehling include contributions or
         payments for their benefit to U.S. Can  Corporation's  Salaried Employee Savings and Retirement  Accumulation Plan
         ("SRAP")  and  pursuant  to  nonqualified  retirement  plans  ($46,600,   $22,016,   $13,184,   $13,774  and  $987
         respectively).  The amount for Mr. Poehling  represents  reimbursements for relocation  expenses claimed under his
         employment agreement of $8,764, respectively.

 (d)     Mr. Vissers is compensated  partially in euros and partially in British pounds.  The amounts shown for Mr. Vissers
         have been  converted to  U.S. dollars  at the applicable  exchange rate in effect as of the calendar  year-end for
         the year in which  payment was made.  During 2003,  2002 and 2001 the Company did not make any  contributions  for
         the benefit of Mr.  Vissers to any type of executive  retirement  plan or overseas  employee  benefit  trust.  All
         such contributions are made by Mr. Vissers through salary deductions.

(e)      Mr.   Vissers  joined  the  Company  in  May  2001.  Mr.
         Poehling joined the Company in September 2001 and resigned from the Company on November 28, 2003.

Option Grants

         There were no option or stock  appreciation  right ("SAR") grants to our Chief Executive  Officer or our four most
highly compensated employees in 2003.

Aggregated Option/SAR Exercises in 2003 and 2003-End Option/SAR Values

         No shares were acquired as a result of option exercises by the named executive officers during 2003.

                                                                 Number of Securities
                                                                      Underlying              Value of Unexercised
                                                                 Unexercised Options          In-The-Money Options
                                                                 at 2003-Year End (#)       at 2003-Year End ($)(a)
                           Name                               Exercisable/Unexercisable    Exercisable/Unexercisable
                           ----                               -------------------------    -------------------------

John L. Workman..........................................            42.440/311.23                         $0/$0
Thomas A. Scrimo.........................................          135.809/203.713                         $0/$0
Francois Vissers.........................................            10.000/15.000                         $0/$0
Larry S. Morrison........................................            33.952/22.635                         $0/$0
Sandra K. Vollman........................................            84.881/56.587                         $0/$0
James J. Poehling (b)....................................            20.000/00.000                         $0/$0
-----------

(a)      There was no  established  trading  market for U.S.  Can Corporation's  common stock as of December 31,  2003.
         Management has determined that the fair market value of the common stock  underlying  these  options did not exceed
         $1,000.00  (the  exercise  price of these  options)  and, accordingly, none of the options were in-the-money.

(b)      Mr.  Poehling  resigned from the Company on November 28, 2003.  In accordance with his separation agreement, his options
         expired on March 12, 2004

Compensation of Directors

         Directors Fees

         Each outside  Director of U.S. Can  receives an annual  retainer of $30,000 and full Board  meeting fees of $1,500
for  meetings  attended  in person  and $500 for  meetings  attended  telephonically.  Directors  are also  reimbursed  for
reasonable  expenses incurred in the course of their service.  There are five regularly  scheduled full Board meetings each
year and at least one regularly scheduled board meeting is held each quarter.

         Committee Fees

          The Board has  standing  Audit,  Compensation  and  Nominating  Committees.  Each outside  Director  serving on a
Committee  receives meeting fees of $1,000 for meetings attended in person and $500 for meetings  attended  telephonically.
Committee members are also reimbursed for reasonable expenses incurred in the course of their service.

         Other Fees

         George Bayly is  Co-Chairman  of the Company's  Board of  Directors.  Mr. Bayly also consults with the Company for
which he is compensated  $300,000 per year,  excluding board fees.  Also, in conjunction  with his consulting  arrangement,
Mr.  Bayly was  awarded an  additional  400  options  with a strike  price of $1,000.  These  option  vest  ratably  over a
three-year  period  so long as Mr.  Bayly  remains  Co-Chairman  of the  Board of  Directors  and  devotes  50% of his time
consulting on behalf of the Company.

Compensation Committee Interlocks and Insider Participation

         Mr. Lubin served as Chairman of U.S.  Can  Corporation's  Compensation  Committee  during 2002.  Mr. Lubin and Mr.
Ferenbach are managing  directors of Berkshire  Partners.  Mr. Mengel is an Advisory Director to Berkshire  Partners.  Upon
the  completion  of the  recapitalization,  Berkshire  Partners  received a fee of  $2.0 million.  In  addition,  Berkshire
Partners receives a management fee of $750,000 per year.

         The second  amendment to the Senior Secured Credit  Facility  includes an additional  Tranche C term loan of $25.0
million.  Under certain  circumstances,  the  Company's  majority  shareholder  may be required to cash  collateralize  and
ultimately  repurchase  the new term loan  facility.  The Company  borrowed  $20.0  million under the Tranche C facility on
December 18, 2001. In  consideration  for  Berkshire's  agreement to purchase a  participation  in the Tranche C term loan,
the Company has agreed to accrue for and pay to  Berkshire  an annual fee of 2.75% of the amount of the Tranche C term loan
then  outstanding,  which was $550,000 for each of 2003 and 2002.  This fee is payable in advance,  is  non-refundable  and
may not be paid in cash (without the requisite senior lenders'  consent) so long as the Company's  current senior bank debt
is  outstanding.  If Berkshire  were required to purchase a Tranche C term loan  participation  in the future,  the Company
would be  required  to pay  Berkshire  the amount of such  Tranche C term loan,  plus  accrued  interest,  to the extent of
Berkshire's  participation.  The Company also agreed to reimburse Berkshire's  out-of-pocket costs and expenses incurred in
connection with the purchase agreement and the second amendment to the credit agreement.

         None of our executive officers serves:

(1)      as a member of the compensation  committee of any entity that has one or more executive officers serving as a member of
         our Compensation Committee;
(2)      as a member  of the  board of  directors  of any  entity that has one or more executive officers serving as a member of
         our Compensation Committee; and
(3)      as a member  of the  compensation  committee  of any  entity  that  has one or more  executive officers serving as a
         member of our Board of Directors.

Transactions with Management

Executive Severance Plan

         Several of our executive  officers are eligible to  participate  in our executive  severance  plan.  The executive
severance plan provides an executive  with a severance  payment equal to 12 months  (18 months  for certain  executives) of
the  executive's  base salary in the event the  executive is  terminated  without  cause or leaves for good reason.  In the
cases of  Messrs.  Scrimo  and  Workman,  the  executive  severance  plan will not  provide a  severance  benefit  if these
executives are entitled to receive a severance benefit under their change in control agreements (described below).

U.S. Can Corporation 2000 Equity Incentive Plan

         In connection with the recapitalization,  the Board of Directors and stockholders of U.S. Can Corporation approved
the U.S. Can  Corporation  2000 Equity  Incentive  Plan. The Board of Directors  administers the plan and may, from time to
time,  grant option  awards to directors of U.S. Can  Corporation,  including  directors  who are not employees of U.S. Can
Corporation,  all executive officers of U.S. Can Corporation and its subsidiaries,  and other employees,  consultants,  and
advisers  who, in the opinion of the Board,  are in a position to make a  significant  contribution  to the success of U.S.
Can and its  subsidiaries.  The Board of Directors  may grant options that are  time-vested  and options that vest based on
the attainment of performance goals specified by the Board of Directors.

Change in Control Agreements

         Mr. Obradovich is a party to a change in control agreement.  The agreement with Mr. Obradovich  provides that upon
termination  by us or  constructive  termination  by Mr.  Obradovich  within two years of a change in  control,  he will be
entitled to:

         o  a severance  payment equal to one times the greater of his current  annual base salary or the annual base salary
                immediately before the change in control;

         o  a pro-rated bonus based on the target bonus; and

         o  continuation of health and welfare benefits for one year following termination.

Employment Agreements with Messrs. Scrimo and  Workman

         In October of 2003,  the Company  renewed its existing  employment  agreements  with  Messrs.  Scrimo and Workman,
referred to as the executives,  for an additional  year.  Under the terms of these employment  agreements,  Messrs.  Scrimo
and Workman will be paid an annual base salary of at least  $220,000 and $390,000,  respectively,  which have been adjusted
to $300,000 and $544,500,  respectively.  Each executive's base salary and other  compensation will be reviewed annually by
that  executive's  supervisor.  Each executive also  participates  in our management  incentive plan with an opportunity to
receive a bonus  payment  equal to 50% of his or her base salary.  The Company also agreed to provide each  executive  with
term life insurance  coverage with death benefits at least equal to twice his or her base salary,  an automobile  allowance
and employee benefits comparable to those provided to our other senior executives.

         In the event of the termination of an executive's employment with us due to his death or permanent disability,  we
will pay him or his estate:

         (1) an  amount  equal  to one  year's  base  salary  reduced  by any  amounts  received  from any life or
                disability insurance provided by us; and

         (2) if the  executive  is  entitled  to receive a bonus  payment  under the  management  incentive  plan,  a bonus
                payment prorated to reflect any partial year of employment.

         In the event an executive  terminates his employment for good reason or we terminate his employment without cause,
we will pay him:

         (1) his base  salary  and  benefits  for the  earliest  to  occur  of  18 months,  his  death or the date  that he
                breaches  the  provisions  of his employee  agreement  (relating to  non-competition,  confidentiality  and
                inventions); and

         (2) if the  executive  is  entitled  to receive a bonus  payment  under the  management  incentive  plan,  a bonus
                payment    prorated to reflect any partial year of employment.

         If an  executive's  employment is  terminated  for cause or by voluntary  resignation,  he will receive no further
compensation.

Separation Agreement with Mr. Poehling

         The Company entered into a severance agreement with Mr. Poehling on October 24, 2003, under which he resigned
effective November 28, 2003 (the "Separation Date").  Under the terms of this severance agreement, we agreed to provide
to Mr. Poehling severance benefits, including:

(a)           his salary for a period of 39 weeks after the Separation Date;

(b)           an award, if any, to him under our Management Incentive Plan for the performance period in which the Separation
              Date occurred, subject to a pro rata reduction for the period following the Separation Date; and

(c)           waiving our exercise of the call right of any securities held by him on the Separation Date.

         Mr. Poehling also agreed to standard confidentiality, nonsolicitation, nondisparagement and release provisions.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         Following the  recapitalization  on  October 4,  2000,  United States Can had one class of issued and  outstanding
common  stock,  and U.S.  Can  Corporation  owned all of it. On  December  20,  2002,  U.S.  Can  Corporation  amended  its
certificate  of  incorporation  to (i) effect a reverse  stock split which,  upon filing with the Secretary of State of the
State of Delaware,  reclassified  and converted each  preexisting  share of common stock and Series A preferred  stock into
1/1000th of a share of common and preferred stock,  respectively,  and (ii) a corresponding  reduction in the number of its
authorized  shares of common stock from 100,000,000  shares to 100,000 shares and in the number of its authorized shares of
preferred  stock  from  200,000,000  shares to  200,000  shares.  The  reverse  stock  split did not  affect  the  relative
percentages of ownership for any shareholders.

         The following table sets forth certain information with respect to the ownership of U.S. Can Corporation's  common
stock as of March 15, 2004. As of March 15, 2004,  U.S. Can  Corporation  had 53,333.333  shares of issued and  outstanding
common stock.

         U.S. Can Corporation's  preferred stock,  which has no voting rights other than those provided by Delaware law, is
owned by Berkshire  Partners and its  co-investors,  Salomon Smith Barney and affiliates of Francisco  Soler.  See "Certain
Relationships and Related Party Transactions--Preferred Stock."

         Notwithstanding the beneficial ownership of common stock presented below, the stockholders  agreement entered into
upon  consummation  of the  transactions  governs the  stockholders'  exercise of their  voting  rights with respect to the
election of directors  and other  material  events.  The parties to the  stockholders  agreement  have agreed to vote their
shares to elect the Board of Directors as set forth therein.  See "Certain  Relationships and Related Party  Transactions -
Stockholders Agreement."

         The following  table describes the beneficial  ownership of each class of issued and  outstanding  common stock of
U.S. Can Corporation by each of our directors and executive  officers,  our directors and executive officers as a group and
each person who  beneficially  owns more than 5% of the  outstanding  shares of common stock of U.S. Can  Corporation as of
March 15, 2004. As used in the table,  beneficial  ownership has the meaning set forth in  Rule 13d-3(d)(1) of the Exchange
Act.








                           Beneficial Owner                                Number of Shares       Percent Ownership
                           ----------------                                ----------------       -----------------

Berkshire Partners LLC (1)............................................               41,229.278           77.30%
John L. Workman (2) ..................................................                1,042.440           1.95
Thomas A. Scrimo (3)..................................................                  349.143              *
Sandra K. Vollman (4).................................................                   84.881              *
Larry S. Morrison (4).................................................                   33.952              *
Francois Vissers (4)..................................................                   10.000              *
James J. Poehling ....................................................                       --              *
George V. Bayly ......................................................                       --              *
Carl Ferenbach (5)....................................................               41,229.278          77.30
Richard K. Lubin (5)..................................................               41,229.278          77.30
Philip R. Mengel......................................................                       --              *
Francisco A. Soler (6)................................................                  951.485           1.78
Louis B. Susman (7)...................................................                2,613.332           4.90
All officers and directors as a group (15 persons) (8)................               46,399.904          87.00

-----------

*            Less than 1%

(1)      Includes  25,847.737  shares of common stock held by Berkshire  Fund V Limited  Partnership;  2,584.771  shares of
         common  stock held by Berkshire  Investors  LLC; and  12,796.770  shares of common stock held by Berkshire  Fund V
         Coinvestment  Fund,  Limited  Partnership.  The address of Berkshire Partners LLC is One Boston Place, Suite 3300,
         Boston, Massachusetts 02108.

(2)      Includes 42.440 shares subject to currently exercisable options.

(3)      Includes 135.809 shares subject to currently exercisable options.

(4)      Number of shares represents currently exercisable options.

(5)      Mr. Ferenbach and Mr. Lubin are Managing Directors of Berkshire Partners LLC.

(6)      Mr. Soler  beneficially  owns 951.485 shares of U.S. Can Corporation  common stock as a result of his relationship
         to (i) Windsor  International  Corporation,  a company of which Mr. Soler is a director and executive  officer and
         which is the record holder of 424.460  shares,  (ii) Atlas  World Carriers S.A., a company of which Mr. Soler is a
         director  and  executive  officer and which is the record  holder of 250.172  shares,  (iii) The  World  Financial
         Corporation  S.A., a company of which Mr. Soler is a director and executive officer and which is the record holder
         of 250.172 shares, and  (iv) Scarsdale  Company  N.V., Inc.,  a company of which Mr. Soler is an executive officer
         and which is the record holder of 26.681 shares.

(7)      Mr.  Susman  beneficially  owns  2,613.332  shares of common stock as a result of his  relationship  to Citigroup.
         Mr. Susman is the Vice  Chairman of  Investment  Banking and Managing  Director of Citigroup  Global  Markets Inc.
         Citigroup and its affiliates are the record holder of 2,613.332 shares of common stock.

(8)      Includes 392.475 shares subject to currently exercisable options.







ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         The Company believes that the terms of the  transactions  described below are at least as favorable to the Company
as the Company would expect to negotiate in transactions with unrelated third parties.

Relationship with Berkshire Partners

         Berkshire  Partners has been  actively  involved in the Company  through  Carl  Ferenbach,  a founding  partner of
Berkshire  Partners.  Mr.  Ferenbach  was one of the  Company's  founding  directors  in 1983 and served as a member of the
Company's  Board of Directors  until February  2000. In addition,  Mr. Lubin is a managing  director of Berkshire  Partners
and Mr.  Mengel  serves as an  Advisory  Director to  Berkshire  Partners.  Upon the  completion  of the  recapitalization,
Berkshire  Partners received a fee of $2.0 million.  In addition,  Berkshire Partners receives a management fee of $750,000
per year.

         The second  amendment to the Senior Secured Credit  Facility  includes an additional  Tranche C term loan of $25.0
million,  of which $20.0 million is presently  outstanding.  Under  certain  circumstances,  the Berkshire  Partners may be
required  to cash  collateralize  and  ultimately  repurchase  a  participation  in the  Tranche C term loan  facility.  In
consideration  for  Berkshire's  agreement  to  purchase  a  participation  in  the  Tranche  C  term  loan  under  certain
circumstances,  the  Company  has  agreed to accrue  for and pay to  Berkshire  an annual fee of 2.75% of the amount of the
Tranche C term loan then  outstanding,  which was  $550,000 in each of 2003 and 2002.  This fee is payable in  advance,  is
non-refundable  and may not be paid in cash  (without  the  requisite  senior  lenders'  consent) so long as the  Company's
current  senior bank debt is  outstanding.  If Berkshire were required to purchase a Tranche C term loan  participation  in
the future,  the Company would be required to pay Berkshire the amount of such Tranche C term loan, plus accrued  interest,
to the extent of  Berkshire's  participation.  The Company also agreed to  reimburse  Berkshire's  out-of-pocket  costs and
expenses incurred in connection with the purchase agreement and the second amendment to the credit agreement.

Relationship with Citigroup

         Citigroup Inc. and its  affiliates  currently  beneficially  own 4.90% of the common stock of U.S. Can and provide
investment  banking and  financial  advisory  services to the Company  from time to time.  Citigroup  Global  Markets  Inc.
(formerly known as Salomon Smith Barney Inc.) was paid  $2.0 million in fees for financial  advisory  services  provided in
connection with the September 2000  recapitalization  and received  customary  compensation as an initial  purchaser of the
Company's  12 3/8% Senior  Subordinated  Notes that were  offered in  connection  with the  recapitalization.  In addition,
Citibank,  N.A.  was an agent  under  the  Company's  Senior  Secured  Credit  Facility,  for which it  received  customary
compensation.  Mr. Susman is Vice Chairman of Investment  Banking and Managing  Director of Citigroup  Global  Markets Inc.
Citigroup  Inc. was paid $2.9 million in fees in 2003 for  financial  advisory  services  provided in  connection  with the
Company's  10 7/8% Senior  Secured  Note  offering.  The Company did not make any payments to Citigroup in 2002 or 2001 and
have not agreed to make any  payments to them in 2004,  other than for  customary  fees and  payments  under the  Company's
Senior Secured Credit Facility and  compensation as the initial  purchaser in connection with the original  offering of the
12 3/8% Senior Subordinated Notes.

Stockholders Agreement

         In connection  with the  recapitalization,  the Company  entered into a stockholders  agreement with  stockholders
which  provides for,  among other things,  certain  restrictions  and rights  related to the transfer,  sale or purchase of
common stock and preferred stock.  The stockholders agreement has the following provisions:

         o        Prior to the third  anniversary  of the closing of the  recapitalization,  no  stockholder  may  transfer
                  shares of U.S.  Can  Corporation  capital  stock  (other  than  limited  exceptions  including  permitted
                  transfers to an affiliate or in connection with estate planning).

         o        After the third  anniversary  of the closing of the  recapitalization,  a  stockholder  may only transfer
                  shares of U.S.  Can  Corporation  capital  stock  (other  than  limited  exceptions  including  permitted
                  transfers to an affiliate or in  connection  with estate  planning)  after the  transferring  stockholder
                  first gives U.S. Can Corporation,  and then the other  stockholders on a pro rata basis, a right of first
                  refusal to purchase all or a portion of the shares at the same price.

         o        U.S.  Can  Corporation  has the right to  purchase  U.S.  Can  Corporation  equity  securities  held by a
                  management  stockholder (as defined) in the event the management  stockholder's  employment with U.S. Can
                  Corporation is terminated for any reason.

         o        If a management  stockholder's  employment  with U.S. Can  Corporation  is terminated by virtue of death,
                  disability or retirement in accordance with U.S. Can Corporation policy, the management  stockholder will
                  have the right to require  U.S. Can  Corporation  to purchase  his or her equity  securities  of U.S. Can
                  Corporation.

         o        If, at any time,  specified  stockholders  holding 75% of the  outstanding  common stock  equivalents (as
                  defined) (i.e.,  Berkshire Partners, its affiliates and another stockholder) elect to consummate the sale
                  of 50% or more of the common stock of U.S. Can Corporation to an unaffiliated  third party, the remaining
                  stockholders  will be  obligated  to consent to and take all actions  necessary  to complete the proposed
                  sale of the same proportion of their stock on the same terms.

         o        After  the third  anniversary  of the  closing  of the  recapitalization,  a  stockholder  (or a group of
                  stockholders  together)  owning more than 4% of the outstanding  shares of U.S. Can  Corporation  capital
                  stock may only (other  than in  connection  with estate  planning  transfers)  transfer  the shares to an
                  unaffiliated  third  party,  so long as other  stockholders  are given the option to  participate  in the
                  proposed  transfer  on the same terms and  conditions  on a pro rata basis  (except  in  connection  with
                  transfers permitted by the stockholders agreement).

         o        The stockholders  have agreed to elect directors of U.S. Can Corporation such that the Board of Directors
                  will consist of two  designees of Berkshire  and its  affiliates  so long as the  Berkshire  stockholders
                  maintain  ownership of at least 25% of the U.S. Can Corporation common stock, two designees of management
                  stockholders,  Louis Susman, Ricardo Poma, Francisco Soler (or another designee of the Scarsdale Group if
                  Francisco  Soler and Ricardo Poma both no longer serve on the Board of Directors so long as the Scarsdale
                  Group  owns at least  5% of the U.S.  Can  Corporation  common  stock)  and up to two  other  independent
                  directors  acceptable to the other  directors.  Mr. Poma  resigned from  membership on the Board in April
                  2001 and chose not to designate a replacement.

         o        Following an initial public offering of U.S. Can Corporation  common stock,  specified  stockholders will
                  have either one or two demand  registration  rights.  The  stockholders  will be entitled to "piggy-back"
                  registration  rights on all registrations of U.S. Can Corporation common stock by U.S. Can Corporation or
                  any other stockholder, subject to customary underwriter cutback.

         o        So long as U.S. Can Corporation is not paying default  interest under any of its financing  arrangements,
                  an 80% vote of the common  stockholders  will be  required to approve  and adopt  mergers,  acquisitions,
                  charter or bylaw amendments,  extraordinary  borrowings,  dividends,  stock issuances and other specified
                  matters.  An 80% vote will be  required  at all times  for a  financial  restructuring  that  treats  the
                  management stockholders differently and adversely from the rest of the common stockholders.

         o        Stockholders  have pre-emptive  rights to subscribe for newly issued shares on a pro rata basis,  subject
                  to certain exclusions.

         o        Most of the  restrictions  contained in the  stockholders  agreements  terminate upon  consummation  of a
                  qualified  initial  public  offering of common stock by U.S.  Can  Corporation  or  specified  changes in
                  control of U.S. Can Corporation.

Preferred Stock

         As part of the recapitilization  transactions,  U.S. Can Corporation issued and sold in a private placement shares
of preferred stock having an aggregate value of  $106.7 million  to Berkshire  Partners and its affiliates and the rollover
stockholders.  The principal terms of the preferred stock are summarized below. This summary,  however, is not complete and
is qualified in its entirety by reference to the provisions of U.S. Can Corporation's  certificate of incorporation,  as in
effect at the time of the closing of the transactions.

         Dividends.  Dividends  accrue on the  preferred  stock at an annual rate of 10%, are  cumulative  from the date of
issuance and compounded  quarterly,  on March 31,  June 30,  September 30  and  December 31 of each year and are payable in
cash when and as declared by our Board of Directors,  so long as sufficient cash is available to make the dividend  payment
and has been obtained in a manner permitted under the terms of our senior secured credit facility and the indenture.

         Voting Rights. Holders of the preferred stock have no voting rights, except as otherwise required by law.

         Ranking. The preferred stock has a liquidation  preference equal to the purchase price per share, plus all accrued
and unpaid  dividends.  The  preferred  stock ranks senior to all classes of U.S. Can  Corporation  common stock and is not
convertible into common stock.

         Redemption.  U.S. Can Corporation is required to redeem the preferred  stock,  at the option of the holders,  at a
price equal to its liquidation preference,  plus accrued and unpaid dividends,  upon the occurrence of any of the following
events and so long as sufficient  cash is available at U.S. Can or available  from dividend  payments  permitted  under the
terms of the indenture:

         o  the bankruptcy of either U.S. Can Corporation or United States Can Company;

         o the  acceleration  of debt  under  any  major  loan  agreement  to  which  U.S.  Can  Corporation  or any of its
           subsidiaries is a party; or

         o  public offerings of shares of capital stock of U.S. Can Corporation.

         No holder of preferred stock,  however, may require U.S. Can Corporation to redeem the preferred stock if doing so
would  cause the  bankruptcy  of U.S.  Can  Corporation  or United  States  Can  Company or a breach of the  indenture.  In
addition,  if proceeds from public offerings of U.S. Can  Corporation's  stock are insufficient to redeem all of the shares
of the  preferred  stock that the holders wish to be redeemed,  U.S. Can  Corporation  is required to redeem the  remaining
shares at a price  equal to its  liquidation  preference,  366 days  after  the tenth  anniversary  of the  closing  of the
transactions  or the  payment in full of the notes and the debt  outstanding  under the  senior  secured  credit  facility,
whichever is earlier.

         U.S. Can  Corporation's  certificate of incorporation  expressly  states that any redemption  rights of holders of
preferred  stock shall be subordinate  or otherwise  subject to prior rights of the lenders under our senior secured credit
facility and the holders of the exchange notes.

         Upon a change of control of U.S. Can Corporation (as defined in the indenture),  the shares of preferred stock may
be  redeemed  at the  option of either the  holders or U.S.  Can  Corporation,  subject to the terms of our senior  secured
credit  facility  and after the  holders  of the notes  have been made and  completed  the  requisite  offer to  repurchase
following a change of control under the indenture.

         The senior  secured  credit  facility  prohibits  our ability to redeem the  preferred  stock,  and the  indenture
restricts U.S. Can Corporation's ability to obtain funds that may be necessary to redeem the preferred stock.

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

         The Company's  audit fees for  professional  services  rendered by its principal  accountant  for the audit of its
annual  financial  statements  were  approximately  $591,000 and  $511,000 for the years ended  December 31, 2003 and 2002,
respectively.







Audit-Related Fees

         During 2003, the Company paid  audit-related  fees of  approximately  $125,000.  The 2003 fees primarily relate to
services  provided by the Company's  principal  accountant in  conjunction  with the Company's 10 7/8% Senior  Secured Note
offering  and  a  review  by  the  principal  accountant  of  the  financial   statements  of  the  Company's   Argentinean
joint-venture.  The Company did not pay any audit-related fees in 2002.

Tax Fees

         The Company's tax fees for  professional  services  rendered by its principal  accountant for the audit of its tax
compliance,  tax advice and tax planning  were  approximately  $222,000 and $194,000 for the years ended  December 31, 2003
and 2002, respectively.

All Other Fees

         The Company  incurred no other fees related to its principal  accountant  during 2003. Other fees for professional
services rendered by the Company's  principal  accountant for the year ended December 31, 2002 were approximately  $36,000.
The 2002 fees paid to the Company's  principal  accountant  primarily  relate to audits of the Company's  U.S. and non-U.S.
employee benefit plans.

         The Company's audit committee meets at least twice a year.  Annually,  the Company's audit committee  approves the
Company's  use of its  principal  accountant  for audit  and tax  related  services.  All other  services  provided  by the
Company's  principal  accountant require specific  pre-approval by the Company's audit committee before they are performed.
During 2003 and 2002,  the Company's  audit  committee  approved 100% of the services  rendered by the Company's  principal
accountant.

                                                          PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

         (a)     (1)      Financial Statements commence on p. 25.

                 (2)      Financial Statement Schedules

                          All schedules are omitted as they are inapplicable or not required,  or the required  information
                          is included in the financial statements or in the notes thereto.

                 (3)      Exhibits:  A list of  Exhibits is included in the Exhibit  Index,  which  appears  following  the
                          signature pages and is incorporated by reference herein.

         (b)     Reports on Form 8-K

                 The Company  furnished to the  Commission a Current Report on Form 8-K on November 4, 2003 to announce its
                 results of operations for the period ended  September 28, 2003. The Company's  third quarter 2003 earnings
                 press release was attached to the Current Report.

(c)                                                                See Item 15 (a) (3) above.

         (d)     See Item 15 (a) (2) above.







                                                        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 on March 18, 2004.

                                                                      U.S. CAN CORPORATION

                                                                      By:                /s/ Sandra K. Vollman
                                                                         -------------------------------------------------

                                                                                      Sandra K. Vollman
                                                                      Senior Vice President and Chief Financial Officer
                                                                                (Principal Financial Officer)

         Each of the undersigned  officers and directors of U.S. Can Corporation hereby severally  constitutes and appoints
and each of them  singly,  his or her true and  lawful  attorneys  with full  power to them,  and each of them  singly,  to
execute on behalf of the undersigned in the capacities indicated below any and all amendments to this Report on Form 10-K.

          Pursuant to the requirements of the Securities  Exchange Act of 1934, this report and power of attorney have been
signed below by the following persons in the capacities and on the date indicated.


Signature                                                    Title
---------                                                    -----

                 /s/ Carl Ferenbach                          Director and Co-Chairman of the Board
-----------------------------------------------------
                   Carl Ferenbach

                /s/ George B. Bayly                          Director and Co-Chairman of the Board
-----------------------------------------------------
                   George V. Bayly

               /s/ John L. Workman                           Director and Chief Executive Officer
-----------------------------------------------------
                   John L. Workman

               /s/ Sandra K. Vollman                         Senior Vice President and Chief Financial Officer
-----------------------------------------------------
                  Sandra K. Vollman

               /s/ Richard K. Lubin                          Director
-----------------------------------------------------
                  Richard K. Lubin

               /s/ Philip R. Mengel                          Director
-----------------------------------------------------
                  Philip R. Mengel

               /s/ Francisco A. Soler                        Director
-----------------------------------------------------
                 Francisco A. Soler

               /s/ Louis B. Susman                           Director
-----------------------------------------------------
                   Louis B. Susman


Dated:  March 18, 2004








ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)                                                                The following exhibits are either filed with this
         registration statement or incorporated by reference:

Exhibit
Number
                                               Exhibit Description

2.1      Agreement and Plan of Merger (the  "Merger  Agreement ") dated as of June 1, 2000 between U.S. Can Corporation and
         Pac Packaging Acquisition Corporation (Exhibit 2 to the current report on Form 8-K, filed on June 15, 2000).(1)
2.2      First  Amendment to Merger  Agreement  dated as of June 28, 2000  (Exhibit 2.2 to the current  report on Form 8-K,
         filed on June 30, 2000).(1)
2.3      Second  Amendment to Merger  Agreement dated as of August 22, 2000 (Exhibit 2.3 to the current report on Form 8-K,
         filed on August 31, 2000).(1)
3.1      Restated Certificate of Incorporation of U.S. Can Corporation  (Exhibit 3.1 to the registration  statement on Form
         (No. 333-53276), declared effective on March 5, 2001).(1)
3.2      Amended and Restated  By-laws of U.S. Can  Corporation  (Exhibit  3.2 to the  registration  statement on Form (No.
         333-53276), declared effective on March 5, 2001).(1)
3.3      Restated  Certificate of Incorporation of United States Can Company (Exhibit 3.3 to the registration  statement on
         Form (No. 333-53276), declared effective on March 5, 2001).(1)
3.4      Amended and Restated By-laws of United States Can Company (Exhibit 3.4 to the registration  statement on Form (No.
         333-53276), declared effective on March 5, 2001).(1)
3.5      Certificate of  Incorporation of USC May  Verpackungen  Holding Inc (Exhibit 3.5 to the registration  statement on
         Form (No. 333-53276), declared effective on March 5, 2001).(1)
3.6      By-Laws of USC May Verpackungen  Holding Inc (Exhibit 3.6 to the registration  statement on Form (No.  333-53276),
         declared effective on March 5, 2001).(1)
4.1      Indenture  dated as of October 4, 2000 between the Company and Bank One Trust Company,  N.A., as Trustee  (Exhibit
         4.1 to the current report on Form 8-K, filed on October 18, 2000).(1)
4.2      Indenture dated as of July 22, 2003 among U.S. Can  Corporation,  United States Can Company,  USC May Verpackungen
         Holding Inc. and Wells Fargo Bank  Minnesota,  National  Association  (Exhibit 4.3 to current  report on Form 8-K,
         filed on July 22, 2003).(1)
10.1     Credit  Agreement  dated as of October 4, 2000,  among  United  States Can  Company,  the  guarantors  and Bank of
         America, N.A. and the other financial  institutions listed therein, as Lenders (Exhibit 10.1 to the current report
         on Form 8-K, filed on October 18, 2000).(1)
10.2     Pledge  Agreement dated as of October 4, 2000 among U.S. Can Corporation,  United States Can Company,  each of the
         domestic  subsidiaries  of United States Can Company and Bank of America,  N.A (Exhibit  10.2 to the  registration
         statement on Form (No. 333-53276), declared effective on March 5, 2001).(1)
10.3     Security Agreement dated as of October 4, 2000 among U.S. Can Corporation,  United States Can Company, each of the
         domestic  subsidiaries  of United States Can Company and Bank of America,  N.A (Exhibit  10.3 to the  registration
         statement on Form (No. 333-53276), declared effective on March 5, 2001).(1)
10.4     Sublease Agreement,  dated 2/10/89,  relating to the Commerce,  CA property (Exhibit 10.10 to the quarterly report
         on Form 10-Q for the quarter ended April 6, 1997, filed on May 20, 1997).(1)
10.5     Lease Agreement,  dated 1/1/76, as amended,  relating to the Weirton,  WV property (Exhibit 10.11 to the quarterly
         report on Form 10-Q, for the quarter ended April 6, 1997, filed on May 20, 1997).(1)
10.6                                                               First  Amendment to Credit  Agreement  dated as of April
         1, 2001 (Exhibit 10.27 to the quarterly report on Form
         10-Q for the period ended April 1, 2001, filed on May 15, 2001).(1)
10.7     Amendment No. 4 to the Lease Agreement,  dated 1/1/76, as amended,  relating to the Weirton,  WV property (Exhibit
         10.7 to the registration statement on Form (No. 333-53276), declared effective on March 5, 2001).(1)
10.8     Lease relating to Dragon Parc Industrial Estate,  Merthyr Tydfil, Wales, dated November 27, 1996 (Exhibit 10.24 to
         the annual report on Form 10-K for the fiscal year ended December 31, 1996, filed on March 26, 1997).(1)
10.9     Nonqualified  Supplemental  401(k) Plan (Exhibit 10.33 to the annual report on Form 10-K for the fiscal year ended
         December 31, 1995, filed on March 26, 1996).(1)






Exhibit
Number

                                                 Exhibit Description

10.10    Nonqualified  Benefit  Replacement Plan (Exhibit 10.34 to the annual report on Form 10-K for the fiscal year ended
         December 31, 1995, filed on March 26, 1996).(1)
10.11    Lease Agreement  between May  Grundbesitz  GmbH & Co. KG and May  Verpackungen  GmbH & Co. KG (Exhibit 10.1 to the
         quarterly report on Form 10-Q for the quarter ended July 2, 2000, filed on August 15, 2000).(1)
10.12    Amendment No. 3 to the Lease Agreement,  dated 1/1/76, as amended,  relating to the Weirton,  WV property (Exhibit
         10.55 to the annual report on Form 10-K for the fiscal year ended December 31, 1995, filed on March 26, 1996).(1)
10.13    Employment  Agreement  dated October 4, 2000 by and among John L. Workman,  United States Can Company and U.S. Can
         Corporation (Exhibit 10.14 to the registration statement on Form S-4 (No. 333-53276), filed January 5,2001).(1)*
10.14    Lease Agreement dated June 15, 2000, related to Atlanta,  GA plastics facility (Exhibit 10.15 to the annual report
         on Form 10-K for the fiscal year ended December 31, 2001, filed on March 22, 2002). (1)
10.15    Employment  Agreement dated October 4, 2000 by and among Thomas A. Scrimo,  United States Can Company and U.S. Can
         Corporation (Exhibit 10.18 to the registration statement on Form S-4 (No. 333-53276), filed January 5,2001).(1)*
10.16    U.S. Can Corporation  Executive  Deferred  Compensation  Plan (Exhibit 10.30 to the annual report on Form 10-K for
         the fiscal year ended December 31, 1998, filed on March 31, 1999).(1)*
10.17    Amendment No. 1 to the U.S. Can Corporation  Executive  Deferred  Compensation  Plan,  dated as of October 4, 2000
         (Exhibit 10.23 to the registration statement on Form S-4 (No. 333-53276), filed January 5,2001).(1)*
10.18    U.S. Can  Corporation  2000 Equity  Incentive Plan (Exhibit 10.24 to the  registration  statement on Form S-4 (No.
         333-53276), filed January 5,2001).(1)*
10.19    United States Can Company  Executive  Severance  Plan,  dated as of October 13, 1999 (Exhibit  10.34 to the annual
         report on Form 10-K for the fiscal year ended December 31, 1999, filed on March 30, 2000).(1)*
10.20    U.S. Can  Corporation  Stockholders  Agreement,  dated as of  October 4, 2000  (Exhibit  10.26 to the  registration
         statement on Form S-4 (No. 333-53276), filed January 5,2001).(1)*
10.21    Berkshire  Fee Letter  dated  December  18,  2001  (Exhibit  10.27 to the annual  report on Form 10-K for the fiscal
         year ended December 31, 2001, filed on March 22, 2002). (1)
10.22    Second  Amendment  to Credit  Agreement  dated  December 18, 2001  (Exhibit  10.28 to the annual  report on Form 10-K
         for the fiscal year ended December 31, 2001, filed on March 22, 2002). (1)
10.23    Sale  Agreement of the Scotts Road,  Southall,  United  Kingdom  factory  premises  dated  December 18, 2001 (Exhibit
         10.29 to the annual report on Form 10-K for the fiscal year ended December 31, 2001, filed on March 22, 2002). (1)
10.24    Compromise  Agreement  and General  Release  between the  Company  and David R. Ford dated June 30,  2002.  (Exhibit
         10(a) to the  quarterly  report on Form 10-Q,  for the quarter  ended  September  29, 2002,  filed on November 12,
         2002).(1)*
10.25    Compromise  Agreement  and General  Release  between the Company an J. Michael Kirk dated October 16, 2002 (Exhibit
         10(b) to the  quarterly  report on Form 10-Q, for the quarter ended September 29, 2002, filed on November 12, 2002).(1)*
10.26    Separation  Agreement  and General  Release  between the Company and Paul W. Jones dated November 26, 2002 (filed herewith).*
10.27    Amendment   No.   1  to   the   U.S.   Can   Corporation Nonqualified Supplemental 401(k), dated as of February 25, 2002
         (filed herewith).
10.28    Third Amendment to Credit  Agreement dated July 22, 2003(Exhibit 10.5 to the current report on Form 8-K, filed on
         July 22, 2003). (1)
10.29    Security  Agreement  dated  as of July  22,  2003  among United  States Can  Company,  U.S.  Can  Corporation,  USC May
         Verpackungen  Holding  Inc.  and Wells  Fargo Bank Minnesota,  National Association (Exhibit 10.30 to the registration
         statement on Form S-4 (No. 333-108940),  filed December 11, 2003). (1)
10.30    Pledge  Agreement dated as of July 22, 2003 among United States Can Company,  U.S.  Can  Corporation,  USC May
         Verpackungen  Holding Inc. and Wells Fargo Bank  Minnesota, National Association  (Exhibit 10.31 to the registration
         statement on Form S-4 (No.  333-108940),  filed December 11, 2003). (1)
Exhibit
Number

         Exhibit Description

10.31    Lien  Intercreditor  Agreement dated as of July 22, 2003 among Wells Fargo Bank Minnesota,  National  Association,
         Bank of America,  N.A., United States Can Company, U.S.Can Corporation and USC May Verpackungen  Holding,  Inc.
         (Exhibit 10.32 to the registration  statement on Form S-4 (No. 333-108940), filed December 11, 2003). (1)
10.32    Separation  Agreement and General Release between United States Can Company and James J. Poehling  dated October 24, 2003
         (Exhibit 10.33 to the  registration  statement on Form S-4 (No. 333-108940), filed December 11, 2003). (1)
21       Subsidiaries of the Registrant (filed herewith).
22       Power of Attorney (included as part of the Signature Pages).

31.1     Certification  of Chief  Executive  Officer  Pursuant to Section 13a-15 of the Securities and Exchange Act of 1934
31.2     Certification  of Chief  Financial  Officer  Pursuant to Section 13a-15 of the Securities and Exchange Act of 1934
32.1     Certification of Chief Executive Officer Pursuant to 18 U.S.C. 1350
32.2     Certification of Chief Financial Officer Pursuant to 18 U.S.C. 1350


(1) Incorporated by reference.
(b) Other financial  statement  schedules are omitted because the information called for is not required or is shown either
in the financial statements or the accompanying notes.
 * Indicates a management contract or compensatory plan or arrangement.`