PUTTING OUR
VALUES TO WORK
A N N U A L R E P O R T 2 0 1 9
Annual Meeting
We cordially invite you to attend the Annual Meeting of Shareholders to be held at
9:30 a.m. local time on Thursday, April 23, 2020, at the Company’s Corporate
Headquarters at 770 Township Line Road, Yardley, PA 19067. A formal notice of this
meeting, together with the Proxy Statement and Proxy Card, was mailed to each
shareholder of common stock of record as of the close of business on March 3, 2020,
and only holders of record on said date will be entitled to vote. The Board of
Directors of the Company requests the shareholders of common stock to sign
proxies and return them in advance of the meeting or register your vote by
telephone or through the Internet. You may also vote in person at the Annual
Meeting if you are a shareholder of record.
Financial Highlights
(in millions, except share, per share,
employee and statistical data)
NET SALES
INCOME FROM OPERATIONS
NET INCOME ATTRIBUTABLE TO CROWN HOLDINGS
PER AVERAGE COMMON SHARE:
EARNINGS ATTRIBUTABLE TO CROWN HOLDINGS — DILUTED
MARKET PRICE (CLOSING)*
NUMBER OF EMPLOYEES
SHARES OUTSTANDING AT DECEMBER 31
AVERAGE SHARES OUTSTANDING — DILUTED
*Source: New York Stock Exchange – Composite Transactions
2019
$11,665
1,196
510
$3.78
72.54
2018
$11,151
1,096
439
$3.28
41.57
33,043
33,429
135,577,878
135,173,948
133,884,969
133,878,064
Net Sales
BY SEGMENT
BY GEOGRAPHIC AREA
BY PRODUCT
38%
34%
14%
14%
50%
25%
19%
6%
Europe, Middle East & North Africa
Beverage Cans
United States & Canada
Central & South America
Asia
Food Cans & Closures
Transit Packaging
Other
29%
16%
13%
19%
11%
12%
Americas Beverage
European Beverage
European Food
Asia Pacific
Transit Packaging
Other
1
ANNUAL REPORT 2019
A LETTER TO SHAREHOLDERS
Our Company had a strong year in 2019 despite challenges facing certain of our markets. Robust global demand for beverage cans
underpinned our performance. We generated a record $750 million in adjusted free cash flow in 2019 compared to $636 million
in 2018 and an average of $557 million over the previous five years. As planned, we utilized our 2019 free cash flow to reduce debt
following our 2018 acquisition of Signode Industrial Group, and debt reduction will continue to be a priority for capital allocation
in 2020. We expect that the strong and stable cash flows generated across all of our businesses will enable us to reach our target
range of 3.5x-4.0x net leverage and begin to return capital to our shareholders.
Crown’s share price closed 2019 at $72.54, reflecting a one-year gain of 75% and a two-year cumulative increase of 29%. This
compares to one-year and two-year cumulative advances in the S&P 500 Index of 31% and 23%, respectively, and to a one-year gain
in the Dow Jones U.S. Containers & Packaging Index of 25% and a two-year cumulative decrease of 2%.
The theme of this annual report is “Putting Our Values to Work.” Sustainability is a core value at Crown, fundamental to the future
success of our Company and its stakeholders. To deepen our already strong commitment, in August we appointed Dr. John Rost
as Vice President, Global Sustainability and Regulatory Affairs, and in the ensuing months he has constructed a global, dedicated
sustainability team. Concurrently, Crown established a global Executive Sustainability Committee, which includes our Executive Vice
President and Chief Operating Officer Jerry Gifford as well as senior representatives from various departments and the Company’s
operating divisions. The committee will oversee the continuing integration of sustainability into every aspect of the Company.
As the next step in our sustainability journey, the Company has signed the Science-Based Targets initiative, a program that aims to
spur corporate climate action in the transition to a low carbon economy. Crown will announce specific goals for further reducing
greenhouse gas (GHG) emissions in alignment with the Paris Agreement of 2015. These goals will be part of a broader long-term
environmental, social and governance strategy that the Company will unveil later this year. In the meantime, Crown was recognized
by CDP’s 2018 Climate Change Evaluation Program with the second highest level that can be attained, ranking the Company well
above most of our peers. Crown has also committed to reduce water usage in our global operations by 20% from 2019 levels by the
end of 2025, which will result in saving over 500 million gallons annually. And, as a major step toward fulfillment of our pledge to
the RE100 initiative, which focuses on accelerating the transition to zero carbon grids, Crown has signed a long-term virtual power
purchase agreement to utilize wind power at all of our U.S. and Canadian beverage can plants beginning July 1, 2020.
In February 2020, we published our biennial digital 2019 Sustainability Report, available at www.sustainability.crowncork.com, which
highlights further sustainability initiatives and the significant progress we have made toward reaching our stated 2020 sustainability
goals. Metal has long been recognized as the most responsible and recycled packaging format. As a 100% permanent, recyclable
material that can be reused infinitely with no physical loss of properties, metal plays an integral role in the circular economy.
Our global beverage can business, which comprised 50% of Crown’s revenue in 2019, performed well during the year and will
continue to be the major strategic focus of the Company’s future growth. Our global beverage can volume of 70 billion units
advanced 3% over the previous year, led by strong shipments in Brazil, Europe and Southeast Asia. For the five years ending in 2019,
Crown’s beverage can shipments have risen at a compound annual rate of over 4%, outpacing estimated annual industry expansion
of 3% over the same period. With well over half of the Company’s beverage can revenue generated from the faster-growing
developing markets, and leadership positions in a number of those key regions, Crown has established an excellent platform for
expansion in the coming years.
Recently installed beverage can capacity additions, including a third line at the Company’s existing plant in Phnom Penh, Cambodia,
a new one-line plant in Parma, Italy and a new two-line plant in Valencia, Spain, have helped us to meet the rising demand. In
addition, we commenced operations at a new beverage can facility in Rio Verde, Brazil during November 2019 and have begun
construction of a new one-line beverage can plant in Nong Khae, Thailand which will begin production during the third quarter of
2020.
After many years of relatively flat volumes, beverage can growth in the North American market in 2019 accelerated to over 3%,
according to the Can Manufacturers Institute’s shipment data. This expansion, driven by the outsized portion of new beverage
products being introduced in cans versus other packaging formats, is expected to continue. Cans are gaining preference among
both brand owners and consumers alike and are increasingly being viewed as the most responsible and sustainable beverage pack-
aging option. A number of successful product launches of sparkling waters, energy drinks, carbonated soft drinks, teas, nutritional
beverages, hard seltzers, craft beers and cocktails have fueled the surge in demand.
2
To meet these expanding customer requirements in North America, we installed a new aluminum beverage can line at our Weston,
Ontario plant which began production in January 2020 and are constructing a third line at our Nichols, New York facility which will
commence operations during the second quarter of 2020. Both the Nichols and Weston lines will be capable of producing multiple
sizes.
Food cans and closures comprised 25% of the Company’s revenue in 2019. As a global leader in food can production, Crown’s
footprint, particularly in Europe, provides close proximity to our customers. With plants in 16 countries across Europe, the Middle
East and Africa, we provide our customers with the ability to pack their products at the peak of freshness. European consumers in
particular view the can as a premium format, valuing product protection and flavor preservation that metal packaging offers. The
infinitely recyclable food can is unrivaled from a sustainability standpoint, helping to eliminate over one billion liters a year in food
waste. Although the food harvest improved somewhat in 2019 following extraordinary drought conditions throughout Europe in
2018, the yields were below our customers’ original expectations.
Our Transit Packaging segment, which comprised 19% of the Company’s 2019 revenue, provides critical in-transit protection to high
value, high volume goods across a number of end markets, including food and beverage, metals, corrugated, construction and
agriculture, among others. Combined with its highly engineered equipment and service business, the Transit Packaging segment,
which holds leading positions in most of its markets, broadens and diversifies Crown’s customer base and significantly bolsters free
cash flow. Sales in 2019 were adversely impacted by a slowdown in manufacturing activity in many global markets, but its unlevered
free cash flow was extraordinarily strong at 118% of EBITDA.
Our other operations, which include the Company’s global aerosol, European promotional packaging and leading beverage can
equipment business, performed well in 2019.
William G. Little and Hans J. Loliger are retiring as members of the Board of Directors of the Company. On behalf of the entire
Board and the Company, I would like to thank Bill for his 17 years and Hans for his 19 years of outstanding service on the Board. We
appreciate the strategic insights and wisdom that both Bill and Hans brought to the Board over the years.
In December 2019, the Company elected three new independent directors to the Board of Directors: Richard H. Fearon, Stephen
J. Hagge and B. Craig Owens. Rick is the Vice Chairman and Chief Financial and Planning Officer for Eaton Corporation, plc, a
power management company with manufacturing facilities globally. Steve is the former President and Chief Executive Officer of
AptarGroup, Inc., a global packaging manufacturer of dispensing and closure systems for the fragrance/cosmetic, personal care,
pharmaceutical, household and food and beverage markets. Craig is the former Chief Financial Officer of Campbell Soup Company,
the world’s largest manufacturer of soup and vegetable juices, and Delhaize Group S.S./N.V., an international food retailer and
operator of supermarkets. We are pleased to welcome Rick, Steve and Craig and are confident they will make valuable contributions
to the Board and its drive to increase shareholder value.
During the summer of 2019, an exceptionally interesting and insightful book titled “Cork Wars” was published. Written by Johns
Hopkins University professor of history David A. Taylor, the book focuses on the history of Crown, particularly the years surrounding
World War II. Mr. Taylor nicely weaves the broader issues of war and life at home during wartime together with the lives of specific
individuals and families. We are quite proud to be affiliated with an organization that helped to contribute to the successful efforts
of the United States and our allies during this crucial time in our nation’s history.
Looking ahead, we are excited about 2020 and the years beyond. Our global metal packaging and transit businesses are strong,
holding leading market positions and generating significant and stable cash flows. Crown is poised to continue to outpace the
industry expansion in beverage cans, the world’s most sustainable and responsible beverage package.
In closing, I would like to express my appreciation to our 33,000 associates across operations in 47 countries. Their dedication,
creativity and drive for results are the cornerstone of our success, and we are continually focused on their safety and well-being.
Sincerely,
Timothy J. Donahue
President and Chief Executive Officer
3
ANNUAL REPORT 2019
4
MAINTAINING
STRONG BUSINESS
PERFORMANCE
OUR GLOBAL BUSINESS TURNED IN
A STRONG PERFORMANCE IN 2019.
The robust demand for beverage cans around the world helped fuel our growth.
Consumers in emerging and established markets continue to express their preference
for metal packaging due to its sustainability credentials, convenience, reliability and
cost-effectiveness. To support the increased demand, we are adding capacity to
strategically located existing beverage can plants and, where prudent, constructing
new facilities. This report will explore our investments in greater detail and provide a
closer look at some of the trends driving the dynamic global beverage can industry.
Cans continue to rank as the preferred food packaging format for consumers in
Europe, with categories like fish, vegetables, ready meals, fruit and meat driving
demand. Our footprint in 16 countries across Europe, the Middle East and Africa
allows us to support customers with food cans and ends in a variety of styles, sizes
and shapes while our advanced decorating options help enhance shelf appeal and
build brands. Our Transit Packaging Division is doing an excellent job navigating the
current manufacturing environment across a variety of end markets. Our extensive
portfolio is organized into five application categories and includes packaging consum-
ables, tools, software and equipment that optimize end-of-line packaging operations
and protect products in transit. This broad spectrum of technologies enables us to
serve as a single source for customers to build a complete transit packaging solution.
The Division has helped broaden and diversify our customer base. Both food cans and
transit packaging require relatively low levels of capital expenditure while generating
solid, predictable cash flow.
Our proven track record of profitable and steady growth allows
us to pursue new opportunities and continually build our busi-
ness, delivering compelling value to customers, shareholders,
employees and consumers alike.
This growth is underpinned by our close customer relationships, many of which have
lasted decades. Our dedication to innovation and quality combined with our broad
geographic reach – characteristics that have been the backbone of our business for
over 125 years – are at the heart of these relationships.
As we enter the new decade, we are excited about the state of our business and the
opportunities that lie ahead.
5
ANNUAL REPORT 2019 PUTTING OUR
VALUES TO WORK
PUT PEOPLE
FIRST
INNOVATE
EVERY DAY
GOVERN ETHICALLY &
RESPONSIBLY
Our global workforce is the key to
our success. Our Total Safety Culture
provides the framework for all health
and safety initiatives across the Compa-
ny and empowers employees to take a
proactive role in their personal safety
and that of their peers.
We also support the well-being of
employees and their families outside
the walls of our facilities with a variety
of physical, mental and social wellness
programs. As part of this focus, we place
a priority on employee development,
offering a mix of learning opportunities
including work experience, coaching,
training and education.
Maintaining our position as a top global
supplier requires innovation, determi-
nation and a deep understanding of
customer and market needs. We remain
inspired by our founder, William Painter,
who revolutionized the beverage
industry with the invention of the “crown
cork,” and are driven by a desire to help
customers build their brands through
packaging innovation. Today, our
metal packaging technologies boost
shelf appeal, enhance convenience
and spur consumer engagement – all
while enhancing production efficiency
and being environmentally friendly.
Our Transit Packaging Division is also
focused on innovation, developing solu-
tions for reducing and reusing packaging
materials as part of a long-term strategy
to optimize efficiencies and enhance the
sustainability of the supply chain.
We operate in the spirit and letter of the
law, upholding high ethical standards
wherever we conduct business. We
maintain and regularly review our
governance principles, policies and
practices for the purpose of meeting or
exceeding current legal requirements
and commercial best practices.
Crown also prides itself on being a
responsible citizen in all the locations in
which we operate. We set out to make
meaningful contributions that impact
our employees, their families, friends
and neighbors wherever we do business.
6
No matter where we are in the world, several values define our organization’s culture. These values
remain consistent even as we evolve our product portfolio and expand our geographic footprint to
better serve customers. They inspire our future goals and everyday decisions while enabling us to
maximize value for shareholders.
GOVERN ETHICALLY &
RESPONSIBLY
OPERATE
SUSTAINABLY
COMMITMENT
TO QUALITY
STRATEGIC
GLOBAL PRESENCE
Sustainable practices permeate the
Company’s entire Value Chain, including
the way we operate our facilities and
manufacture products, support our
employees and communities and
engage with suppliers. We are proud
of our continued progress in reducing
our use of materials and resources and
decreasing energy consumption even
as our manufacturing footprint has
grown and production volumes have
increased. We are currently establishing
our next set of sustainability goals which
will include activities to reduce the
impacts of climate change, use natural
resources efficiently, support circularity
and enhance product performance. A
preview of these goals is provided later
in this report.
Customer satisfaction is one of our
highest priorities. We achieve this
goal by continuously improving the
performance and cost-effectiveness of
all our products and processes. Around
the world, our customer retention rate
remains very high and much of our
business is underpinned by multi-year
contracts.
The depth and breadth of our
geographic footprint is a key compet-
itive advantage for Crown. We bring
decades of experience in emerging and
established economies to customers
along with a keen understanding of each
market’s unique challenges and oppor-
tunities. Today, we operate 239 plants in
47 countries around the world, allowing
us to function as a local supplier and
partner for many customers. We built
this footprint by making pragmatic
investments to set us up for profitable
future growth and support customers
with capacity when and where they
need it.
7
ANNUAL REPORT 2019 BREAKING
NEW GROUND
Crown’s legacy began with innovation, positioning the Company as a pioneer in the beverage
industry. The desire to push the boundaries of creativity, solve problems and help brand owners
connect with consumers is what still motivates us every day.
Our dedicated Innovation Team executes a phased, forward-looking process to drive new product
development, whether we are seeking to improve existing technology or break ground with a
new concept. The output of this process is packaging that is distinctive, efficient to produce and
environmentally friendly.
IDEAS
IDENTIFY MARKET OPPORTUNITIES
AND TECHNOLOGY RESPONSE.
CONCEPTS
EVALUATE AND SELECT A WINNING
TECHNICAL/COMMERCIAL CONCEPT.
FEASIBILITY
CHALLENGE THE MARKET OPPORTU-
NITY AND ANALYZE THE TECHNICAL
FEASIBILITY AND RISKS.
PRE-PRODUCTION
DEMONSTRATE COMMERCIAL
AND TECHNICAL CAPABILITY.
IMPLEMENTATION
LAUNCH
DEMONSTRATE PRODUCTION CAPABILITY
PRODUCE IN QUANTITY AND DELIVER
AND COMMERCIAL SIGN-OFF.
TO CUSTOMER. AUDIT AND REACT.
ACCELERATING INNOVATION
Minimizing the time it takes for our customers to get to market is a cornerstone of our innovation process.
However, we continue to find ways to introduce efficiencies, helping move high-quality packaging onto
shelves faster. Here are just a few examples of how we have done that:
Improving equipment and software capabilities, including developing new
computational modeling techniques that reduce package development times.
Leveraging partnerships with suppliers, design agencies and other resources to
utilize new technologies that support our efforts.
Launching advancements in additive manufacturing (i.e., 3D printing) that reduce
tooling development time and more efficiently transform customers’ visions into
finished products.
•
•
•
8
DESIGNING DESIRABILITY
The beverage can often serves as a consumer’s first experience
with a product. Graphics and other design characteristics can
be invaluable tools for creating connections with consumers and
building brand preference.
However, even when starting the design process with a clear idea of desired imagery
and colors, beverage manufacturers can miss the mark when they enter production
without the proper resources and consultation. We established a new graphics studio
in Ambler, PA to help North American beverage manufacturers avoid any issues
during this crucial phase. It is equipped with advanced technologies that maximize the
impact of graphics and shorten product development timelines, helping high-quality
finished packages get to market faster. The studio centralizes our expertise into a
single convenient location and gives our customers hands-on involvement during the
entire development process.
Ambler is Crown’s third beverage graphics studio, with additional locations in
Leicester, U.K. and Dubai. The studios share knowledge and best practices, enabling
us to deliver first-class graphics service and support around the world and ensuring
customers’ needs are met from design conception through to completion.
9
ANNUAL REPORT 2019 INNOVATION AT WORK
Enhancing the Consumer Experience with
Easy-to-Open Closures
We developed the all metal Orbit® Closure with convenience and ease of opening
in mind, with a distinct focus on the elderly demographic where dexterity issues are
common. In Europe alone, consumers in the 60+ age bracket represent 25% of the
population, a figure that is expected to reach 34% by 2060.1 The unique design of
the Orbit® Closure makes it twice as easy to open when compared to conventional
closures. The closure has been adopted by brands across Europe for a wide variety of
applications including pickles, vegetables and jams.
Cidacos, Spain’s premier producer of packaged vegetables for over 70 years, recently
adopted the closure to enhance convenience for consumers. The brand currently uses
63mm and 82mm diameter Orbit® Closures on its asparagus, tomato and mushroom
products sold in Portugal and Spain. The award-winning closure will also begin
appearing on packaging for Cidacos’ Seprolesa brand in 2020.
1 https://www.populationpyramid.net/europe/2020/
10
Snack Foods Turning to Eco-Friendly Packaging
With today’s fast-paced lifestyle, snacking has become more popular than ever.
There are snacks designed for on-the-go consumption or enjoyment before and after
exercise, and options that are meant to be the perfect match for a beverage when
time allows.
We are proud that an increasing number of snack food brands are choosing metal
as they seek to deliver innovative, eco-friendly and practical packaging solutions to
consumers. Many of them are launching products into this rapidly growing market in
small food cans or bowls, featuring peelable ends or metal caps that enable sharing
and facilitate on-the-go consumption. Made for Drink, Satisfied Snacks and Bier Nuts
are among the brands that have recently introduced products in 100% recyclable
metal packaging from Crown.
Moving at the Speed of E-Commerce
E-commerce growth is expected to outpace the rest of retail in 2020 and online trans-
actions will account for 25% of all sales in the next four to five years.2 Higher volume
e-commerce fulfillment centers can keep pace with demand with our new LDX-RTB
4.0 Ultra case sealer, which maximizes productivity and adds versatility. Designed
to overcome the most common sealing obstacles, the LDX-RTB 4.0 Ultra offers an
industry leading belt speed of 185 feet per minute and can process void-filled and
over-stuffed cases 30-80% faster than the competition. The case sealer also simplifies
maintenance by easing access to motors, electrical components and belts.
2 Source: Retail Dive (https://www.retaildive.com/news/retail-to-keep-growing-in-2020-as-investments-pay-off-moodys-says/569237/)
11
ANNUAL REPORT 2019 Balancing Luxury with Sustainability
We were proud to partner with prestigious champagne brand Nicolas Feuillatte to celebrate the inclusion of the Hillsides, Houses
and Cellars of the Champagne region on the illustrious Unesco World Heritage List. The striking limited-edition package includes
metallic and opaque areas to maximize impact, embossed details to add depth and an overall matte finish that feels luxurious to
the touch. In a nod to sustainability, the package’s lid features a unique recess that holds the bottle in place, eliminating the need
for a traditional plastic insert. Our design engineering team in Mansfield, U.K. played a critical role in bringing this innovation to
market, conducting multiple tests to ensure the design was viable from production to the retail shelf and did not impact filling or
other production processes.
12
INSPIRING NEW DECORATION OPTIONS
Consumers form their impressions of brands within seconds of seeing them on the shelf, making the
right colors, graphics and textures a critical aspect of package design.
To help us drive future research and development efforts, we partnered with color and material designer and trend forecaster
Laura Perryman to examine consumer behavior and how it influences their aesthetic preferences. The exercise identified three key
overarching global design trends that are inspiring us to develop exciting new decorative finishes and effects.
RADICAL ECO
INCOGNITO
HUMAN NATURE
The “Radical Eco” trend is energetic
and optimistic and focuses on organic
offerings. Millennial and Gen Z consum-
ers are key drivers of this trend, seeking
products that balance fun and whimsy
with eco-consciousness.
“Incognito” can be described as an
unobtrusive, reassuring approach
supported by a “less is more” feeling.
Driving this trend is the assertion that
people wish to purchase items freely
and without pressure. Products in this
category also eliminate conventional
signifiers of age, race, gender and style.
The “Human Nature” trend focuses on
the beauty of Earth’s natural landscape.
It resonates with the next generation
of consumers who have a keen ecolog-
ical awareness and wish to purchase
goods that take greater care of the
environment. The trend is wholesome
and human with colors and textures that
instill emotional connections with our
surroundings.
13
ANNUAL REPORT 2019 14
SERVING AS A
STEWARD
In 2019, we continued to advance our sustainability efforts
across our global operations, leaving us well positioned to
accomplish our first external sustainability goals by the end of
2020 as planned. Our progress is strengthened by the inherently
sustainable nature of our primary product — metal packaging
— and will accelerate as we embark on the next stage of our
sustainability journey.
MAKING PROGRESS OUR BUSINESS
In 2016, to formalize our commitment to sustainability, we established a series of
external goals to be achieved by December 31, 2020. Here is an update on how we
are doing against our stated goals (as of December 31, 2018):
Emissions Reduction
9.43%
Goal:
Reduce Scope 1 and Scope 2 GHG emissions by 10% per billion standard
units of production (versus 2015 levels).
Status:
We have achieved a 9.43% reduction in GHGs per billion standard units.
Energy Consumption Reduction
6.23%
Goal:
Reduce energy consumption by 5% per billion standard units of production
(versus 2015 levels).
Status:
When focusing on results for just our metal packaging plants, we reduced
energy consumption by 6.23% and surpassed our goal.
15
ANNUAL REPORT 2019 CHARTING OUR NEXT COURSE
The next phase of our sustainability journey will focus on several overarching priorities
that present the greatest opportunity for impact and support our growth strategy.
CLIMATE
RESOURCE EFFICIENCY
CIRCULARITY
Reduce operations and value chain
greenhouse gas emissions
Water use, efficiency and stewardship
Responsible materials sourcing
Support increased recycling rates
Move toward zero waste to landfill
Raw materials use efficiency
SOCIAL CHANGE
PRODUCT STEWARDSHIP
Diversity and inclusion
Community participation
Food product safety
Lifecycle thinking
GOVERNANCE & ETHICS
These focus areas will serve as the foundation for a series of new sustainability goals, which will be introduced
in 2020. In the meantime, we have announced several initiatives that will enable us to achieve those goals:
By the end of 2025, we plan to reduce water usage in our global operations by 20% from 2019 levels. These
efforts will decrease our water usage by over 500 million gallons annually. We will reach our target by changing
behavior and capturing efficiencies through several methods. This pledge represents the first component of a
larger water stewardship strategy that will be shared in 2020.
Our efforts to conserve resources and minimize our carbon footprint also drive us to set ambitious targets for
transitioning to renewable energy. We have already made significant progress toward this goal, with 100% of
our U.K. facilities directly powered by renewable energy since 2018.
In 2019, we made two new commitments to propel our renewable energy plan:
Signed a 15-year Virtual Power Purchase Agreement (VPPA) with Longroad Energy, which will match and
offset 100% of the electricity in our U.S. and Canadian beverage can plants with wind power generation.
Joined RE100, a global corporate leadership initiative led by The Climate Group and CDP to accelerate
the transition to zero-carbon grids. Milestones for completion include:
30%
ADOPTION BY 2020
60%
ADOPTION BY 2030
90%
ADOPTION BY 2040
100%
ADOPTION BY 2050
•
•
16
AN UNWAVERING REPUTATION
Metal has long been recognized as a responsible packaging
format with undeniable sustainability credentials.
As a 100% recyclable, permanent material that can be reused infinitely with no physical
loss of properties, metal plays an integral role in the circular economy.
Recent data confirms that aluminum cans have retained their standing as the most
recycled package by both consumers and the industry. The latest figures from the Can
Manufacturers Institute (CMI) track consumer recycling rates at 50% in the U.S. and
98% in Brazil.3 Beverage can recycling rates in Europe have reached 74.5%.4
The high recycled content of aluminum cans reflects a commitment by the industry to
conserve resources and minimize waste. On average, aluminum cans in the U.S. contain
73% recycled content according to reports from The Aluminum Association and CMI.5, 6
Finally, the recycling loop of aluminum cans enables significant energy savings,
minimizing environmental impact. A Lifecycle Assessment (LCA) conducted by Metal
Packaging Europe states that high recycling rates, weight reduction and operational
improvements were major factors in a 31% reduction in the carbon footprint of
beverage cans in Europe between the studied period of 2006 to 2016. These metrics
showcase the industry’s efforts to reduce emissions and serve customers with mindful
production.7
BEST-IN-CLASS RECYCLING
ALUMINUM RECYCLING RATES
8
50%
9
64%
10
75%
U.S.
recycling rate
U.S. industry
recycling rate*
Europe
recycling rate
*Does not include used beverage container (UBC) imports/exports
73%
Average recycled content for
aluminum cans produced in the U.S.
11, 12
STEEL RECYCLING RATES
13
70%
14
81%
U.S.
recycling rate
Europe
recycling rate
3
4
Source: Can Manufacturers Institute (http://www.cancentral.com/
media/news/can-manufacturers-institute-affirms-positive-sus-
tainability-attributes-aluminum-beverage)
Source: Metal Packaging Europe and European
Aluminium (https://european-aluminium.eu/media/2673/
european-aluminium-mpe-aluminium-beverage-can-2017-recy-
cling-rate-press-release.pdf)
5 Source: The Aluminum Association (https://www.aluminum.org/
sites/default/files/KPI%20Report%202019.pdf)
6 Source: Can Manufacturers Institute (http://www.cancentral.com/
media/news/report-aluminum-can-maintains-position-most-sus-
tainable-beverage-package)
7
Source: Metal Packaging Europe (https://www.
metalpackagingeurope.org/article/metal-recycles-forevertm-mi-
crosite-launched-promotes-trademarked-logo-75-recycling-rate)
8 Source: The Aluminum Association (https://www.aluminum.org/
sites/default/files/KPI%20Report%202019.pdf)
9 Source: The Aluminum Association (https://www.aluminum.org/
sites/default/files/KPI%20Report%202019.pdf)
10 Source: European Aluminium (https://european-aluminium.
eu/media/2673/european-aluminium-mpe-aluminium-bever-
age-can-2017-recycling-rate-press-release.pdf)
11 Source: Can Manufacturers Institute (http://www.cancentral.com/
media/news/report-aluminum-can-maintains-position-most-sus-
tainable-beverage-package)
12 Source: The Aluminum Association (https://www.aluminum.org/
sites/default/files/KPI%20Report%202019.pdf)
13 Source: Steel Recycling Institute (https://www.steelsustainability.
org/recycling)
14 Source: APEAL (https://www.apeal.org/news/
record-recycling-means-steel-packaging-hits-its-own-
industry-target-in-europe-three-years-early/) also (https://www.
cantechonline.com/news/23848/european-steel-recycling-lev-
els-reach-record-levels/)
17
ANNUAL REPORT 2019 CELEBRATING THE 20TH ANNIVERSARY
OF AN ECO-FRIENDLY INNOVATION
The SuperEnd® beverage end, launched in 2000, represents another innovation from Crown that revolutionized the beverage
industry. Prior to its launch, this critical component of beverage cans had seen little advancement in almost three decades.
Offering lighter weight and greater strength than existing ends, the innovation provided a greener, more reliable alternative to
beverage brands. The SuperEnd® beverage end uses 10% less metal than traditional ends, and, as a result, less energy during
distribution, while still upholding product protection and reliability with increased panel strength and buckle resistance. Since
its inception, more than 650 billion ends have been produced by Crown and its licensees, generating significant savings in
aluminum, coatings and greenhouse gases.
Today, the SuperEnd® beverage end and similar lightweighting innovations that have followed it remain prominent worldwide
and are the preferred choice for beverage customers. To continue advancing the technology, we recently developed the
Interchangeable SuperEnd® beverage end. By making minor alterations to the original SuperEnd® beverage end design, we
enabled it to run on the same seamer tooling as other designs, enhancing the ease and convenience of implementation for
customers. We also recently licensed the technology more extensively to facilitate broader international use. These steps have
increased accessibility to the innovation and helped our customers enhance their own sustainability credentials.
18
PROTECTOR OF PRODUCTS AND CONSUMERS
Metal packaging protects products across the distribution chain, ensuring goods
reach consumers in peak condition. Its superior strength, durability and barrier prop-
erties help reduce waste and support healthy, nutritious diets.
COMBATS
FOOD WASTE
• Metal packaging serves as
an unbeatable barrier to the
intrusion of oxygen, light and
bacteria, extending the shelf
life of products and preventing
premature spoilage.
• Optimized sizes, whether fit
for family dinner recipes or for
individual portions, help reduce
food wastage by consumers.
MAKES HEALTHY
FOODS MORE
ACCESSIBLE
SUPPORTS FOOD
SAFETY
• Metal packaging has an
unprecedented food safety
record due to the high
temperatures of retort cooking,
which effectively sterilizes the
food in cans.
• Cans offer 100% contamination
protection, an important
responsibility when foodborne
illness reportedly costs
Americans $15.6 billion annually.16
• Tamper-proof and tamper-
resistant features indicate
when a package has been
compromised and help
consumers feel confident about
the quality and safety of their
food products.
• Canned produce is picked
and packed within hours of
harvesting, locking in freshness
and nutrients. Fresh produce,
in contrast, loses nutrients
from the moment it is picked,
throughout transportation and
refrigeration, until the moment
of consumption.
• A dependable seal locks in
freshness without the need
for preservatives, supporting
organic and more natural,
healthy foods.
• The ready-to-eat nature of
canned foods enables busy
consumers to prepare nutritious
meals quickly.
• Cans make the important food
groups of fruit and vegetables
more accessible. In the U.S., for
example, consumers who buy
canned foods have more fruit
and vegetables in their diets
than the average American.15
15 Source: Can Manufacturers Institute (http://www.cancentral.com/foodcans/nutritious)
16 Source: Centers for Disease Control and Prevention (https://www.cdc.gov/foodsafety/cdc-and-food-safety.html)
19
ANNUAL REPORT 2019 BEVERAGE CANS:
THE IN-DEMAND
FORMAT
With an estimated annual global demand of 350 billion units,
the beverage can has captured significant market share in both
established and emerging markets. The format continues to see
steady growth, averaging 3% globally for the last several years,
with particularly robust increases in developing markets such
as Southeast Asia and Brazil. In 2019, there was also a notable
acceleration in demand for beverage cans in the formerly mature
North American market. The region represents the largest share
of the global beverage can market with over 97 billion units
shipped in 2019.
Several inherent characteristics are propelling this time-tested
format with classic and dynamic new beverage categories:
SUSTAINABILITY
DIFFERENTIATION
CONVENIENCE
Aluminum cans are the most recycled
beverage package in the world. They
support the circular economy by being
100% and infinitely recyclable without
loss of properties.
Beverage manufacturers can enhance
their brand image and express their
unique personality by leveraging the
format’s diverse range of sizes, shapes
and decoration options. The format’s
360-degree billboard effect offers
an unparalleled platform for brand
promotion.
Lightweight, durable and available in a
wide variety of sizes, beverage cans are
an ideal fit for active, on-the-go life-
styles, support new drinking occasions
and enable portion control. Cans also
chill more quickly than other packaging
formats.
20
PROTECTION
PERFORMANCE
Beverage cans extend product shelf life
by blocking the ingress of oxygen and
light and protecting freshness, flavor
and quality. By preventing premature
spoilage, cans help reduce waste.
Cans excel throughout their lifecycle
due to impact- and puncture-resistance
and ability to withstand extreme
temperatures and pressures. Cans also
maximize supply chain efficiencies
by being lightweight, stackable and
suitable for high filling speeds.
21
ANNUAL REPORT 2019 TRENDING NOW: NEW CATEGORIES FOR
MODERN CONSUMERS
Evolving lifestyles are influencing the growth of beverage cans, altering the places
and ways in which people enjoy their favorite drinks and making convenient packag-
ing a must-have feature. Consumers are also prioritizing health benefits and artisan
aesthetics when aligning with brands.
As a result, niche categories such as unflavored and flavored waters, flavored malt
beverages, adult carbonated beverages and craft beer are securing more shelf space
alongside “classic” applications like carbonated soft drinks and premium beer. These
surging product segments are being disproportionately introduced in metal packag-
ing – with a reported 70% of new beverage launches in North America appearing in
the format – acting as a proof point to the beverage can’s position as the preferred
format for brands seeking to appeal to modern consumer tastes and preferences.
22
Zeroing in on the Wellness Trend
Immediate access to health information has made consumers more conscious of
the products they consume. The high prioritization of health and wellness, a market
valued at $4.5 trillion globally in 2018,17 is driven by trends and movements which
reflect growing consumer ownership over and investment in personal health, regard-
less of demographic.18 This goal of maintaining well-being long-term encourages the
consumption of beverages with fewer and more natural ingredients.
The rapid growth and proliferation of sparkling, still and flavored waters is a powerful
example of the wellness trend as consumers seek healthier, “cleaner” beverage
alternatives. The segment continues to expand its presence in the U.S. beverage
market, reaching a value of $2.2 billion in 2018, up 54% in just four years.19 Cans are a
natural fit for this segment, offering a similar aesthetic to more indulgent beverages
but also providing important flavor and carbonation protection that upholds product
quality and features unparalleled sustainability credentials. Canned sparkling water
has captured an outsized portion of the segment’s expansion, achieving a 43%
increase in sales in the U.S. between 2017 and 2018.20
17 Source: Global Wellness Institute (https://globalwellnessinstitute.org/press-room/statistics-and-facts/)
18 Source: Euromonitor (https://go.euromonitor.com/white-paper-EC-2019-Top-10-Global-Consumer-Trends.html?utm_source=press%20
release&utm_medium=PR&utm_campaign=CT_WP_19_01_15_Top%2010%20GCT%202019%20EN&utm_content=organic)
19 Source: Nielsen (https://www.nielsen.com/us/en/insights/article/2018/no-signs-of-fizzing-out-americas-love-of-sparkling-water-remains-strong/)
20 Source: Nielsen (https://www.nielsen.com/us/en/insights/article/2018/no-signs-of-fizzing-out-americas-love-of-sparkling-water-remains-strong/)
23
ANNUAL REPORT 2019
MAKING A SPLASH WITH SUSTAINABLY PACKAGED WATER
We partnered with Marlish Waters, a U.K.-based family-run business on Marlish Farm, Northumberland, to introduce six canned
spring water products in beverage cans. Marlish Farm has been sourcing its natural spring water for over 80 years, initially using
it for its own daily operational needs. As the family farm evolved and the conversation around sustainability advanced, its owners
became passionate about sharing their spring water with the world and taking a stand against non-sustainable packaging. Every
Marlish product is made on the farm using natural spring water and canned at the source. In addition to unflavored varieties,
Marlish’s portfolio includes Sparkling Sicilian Lemon, Sparkling Brazilian Orange, Sparkling Raspberry and Elderflower, which
launched in January 2020.
Enhancing Usability
The fast-paced, mobile lifestyles of today’s consumers are compelling them to use
more products away from home and in diverse environments. As a result, they value
options that save time or facilitate consumption on-the-go. In fact, studies show that
27% of global consumers wish there were more products that make their lifestyles
easier and that 26% wish there were more products that are convenient to use.21
Materials that travel well and features that minimize preparation time contribute to
enhanced usability and flexibility for different occasions.
Growing by nearly 40% from 2018 to 2019, cocktails, mocktails and malted offerings
remain popular with U.S. consumers seeking more portable, convenient formats
for alcoholic beverages and their alternatives.22 Spiked seltzers and mixed drinks
are a trending category among a wide range of demographics, but chiefly among
them millennials, who consume the beverages in diverse environments where metal
packaging can offer a lightweight, ready-to-drink beverage that requires no mixing
or tools.
21 Source: Nielsen (https://www.nielsen.com/wp-content/uploads/sites/3/2019/04/whitepaper-the-quest-for-convenience-aug-2018.pdf)
22 Source: Nielsen (https://www.nielsen.com/us/en/insights/article/2019/how-ready-to-drink-beverages-and-packages-are-shaking-up-the-adult-beverage-market/)
24
PRIORITIZING CONVENIENCE
To appeal to local consumers and increase its brand presence, Brazil-based craft brewer Bierland enlisted our help to convert 100%
of its product portfolio to be packaged in beverage cans. Recognizing the growing popularity of outdoor activities and events
throughout Brazil, the format’s portability will help Bierland’s customers easily enjoy their favorite brews in diverse, active environ-
ments. Bierland also moved to cans for their robust sustainability platform. The metal packaging launch includes eight varieties:
Bierland Pilsen, Bierland Weizen, Bierland IPA, Bierland Vienna, Bierland Stout, Bierland Strong and the recently released America
Pure Malt Pilsen and Cocktail Classic Red Wine, a mixed ready-to-drink cocktail beverage. All SKUs are packaged in standard 350ml,
204.5-diameter cans.
Enjoying Local Flavors
Across markets, consumers are “shopping small,” demonstrating a move away from mass-produced items and toward more
artisanal offerings. Over the past six years, the craft food and beverage sector witnessed a 28% compound annual growth rate, with
beverage representing the most pronounced shift toward this type of production.23 This movement fosters the support of regional,
budding brands that may not be available on a major scale. Offering a glimpse into a brand’s story or identifying locally sourced
ingredients and production can help sway purchasing decisions for those who seek to connect with brands on a more personal level
and feel their consumption experience is one-of-a-kind.
Microbrews retain a significant share of the beer segment, with craft brewer volumes growing by 4% in the U.S. in 2018 even as
the general beer industry decreased in value by 1%. Additionally, the category increased its share by volume of the beer market in
the U.S. to 13.2%.24 Europe is also a top market for craft beer, with a growing number of microbreweries and craft breweries. The
market is predicted to grow at a compound annual growth rate of 13% from 2018 to 2022.25
Small-batch brews that offer limited-edition tastings or brews that feature unusual flavor blends give the sense that a beverage
cannot be found just anywhere. Consumers often seek these beverages in a canned format, identifying the material as a sign of a
handcrafted, high-quality offering. Brewers also find value in beverage cans due to their 360-degree wraparound surface which
gives them the opportunity to highlight brand origins or unique production methods that will resonate with consumers.
23 Source: Innova Market Insights/Ingredients Network (https://www.ingredientsnetwork.com/artisanal-trend-fuels-ingredient-innovation-news074695.html)
24 Source: Brewers Association (https://www.brewersassociation.org/press-releases/brewers-association-releases-annual-growth-report/)
25 Source: Technavio (https://www.technavio.com/report/craft-beer-market-in-europe-analysis-share)
25
ANNUAL REPORT 2019 ADDING SOME POP TO LIFE!
When Italian craft brewer Baladin was seeking to revamp the look of its product
range, branded POP (short for popular beer), to engage millennials, we were happy to
assist. Originally launched in metal packaging in 2015, the products were available in
six different designs each featuring different labels – one for each design – lending a
sophisticated, collector’s item feel to the brand.
The brand’s vision was to extend the collectible range while innovating with the
printing process. With the help of our Accents™ variable printing technology, Baladin
developed 12 new standout designs that could be printed simultaneously and mixed
on a single pallet. This process creates a range of cans for brands seeking to encour-
age customers to view their products as highly customized or personalized, while
printing the cans in one production run.
26
SPOTLIGHTING 43 NEIGHBORHOODS
The city of Joinville in south Brazil has a legacy of making the country’s best beer.
Local microbrewery Opa Bier was founded as an homage to the city’s first settlers
who found pure water that was ultimately used for beer production and to the
brewers who made the city famous.
To help revive awareness for the city’s history with consumers, Opa Bier recently
designed packaging to honor the 43 neighborhoods that make up the city. The graph-
ics highlighted the origin of each neighborhood’s name and some of the best-known
sites in the district. Our Accents™ variable printing technology allowed Opa Bier to
mix 43 can designs and 24 custom labels onto a single pallet, enabling consumers to
collect the entire series.
27
ANNUAL REPORT 2019 INVESTING IN OUR BUSINESS
As beverage cans continue to gain preference among brand owners and consumers,
we are making strategic investments in our global footprint to support increased
demand.
AMERICAS
EUROPE
ASIA PACIFIC
Q4 2019
Began operations at a new one-line
plant in Rio Verde, central Brazil.
Q4 2018
Commenced production at a new
one-line plant in Parma, Italy.
Q1 2019
Began production on a third line at our
existing plant in Phnom Penh, Cambodia.
Q1 2020
A new line began production in
Weston, Ontario.
Q1 2019
Started up a second line at our
new facility in Valencia, Spain.
Q2 2020
Production expected to begin on a
third line in Nichols, NY.
Q2 2020
All beverage can capacity in Spain
converted from steel to aluminum.
Q3 2020
Commercial operations at a new
one-line plant in Nong Khae, Thailand
expected to begin.
28
BUILDING IN FLEXIBILITY
Each of our new plants is designed to produce a range
of can sizes, helping customers deliver more choice to
consumers and meet demands for convenience. Alterna-
tive can sizes – defined as sizes other than the standard
diameter can for 12-ounce (330ml) beverages in the U.S. or
10- to 11-ounces (330ml) in Europe – are popular options
for applications from soft drinks and beer to energy drinks
and functional beverages. Our plants around the world
produce 25 sizes and styles of beverage cans ranging
from 5.1-ounce (202mm diameter) to 18.6-ounce (211mm
diameter packages).
29
ANNUAL REPORT 2019
BOARD OF DIRECTORS
JOHN W. CONWAY (A)
Chairman of the Board
THOMAS T. FISCHER
Vice President – Investor Relations and Corporate Affairs
TORSTEN J. KREIDER
Vice President – Planning and Development
TIMOTHY J. DONAHUE (A)
President and Chief Executive Officer of the Company
JOSEPH C. PEARCE
Vice President – Corporate Tax
RICHARD H. FEARON
Vice Chairman and Chief Financial and Planning Officer of
Eaton Corporation
ANDREA J. FUNK (B, C)
VP Finance, Americas of EnerSys
JOHN ROST
Vice President – Global Sustainability and Regulatory Affairs
ADAM J. DICKSTEIN
Corporate Secretary, Assistant General Counsel and
Vice President – Corporate Compliance
STEPHEN J. HAGGE (C)
Former President and Chief Executive Officer of AptarGroup
CHRISTY L. ROBESON
Assistant Corporate Controller
ROSE LEE (B, D)
President of DuPont Safety & Construction
JAMES H. MILLER (A, C, D)
Former Chairman and Chief Executive Officer of
PPL Corporation
JOSEF M. MÜLLER (B, C)
Former Chairman and Chief Executive Officer of Nestlé in the
Greater China Region
B. CRAIG OWENS
Former Chief Financial Officer and Chief Administrative Officer
of Campbell Soup Company
CAESAR F. SWEITZER (A, B, D)
Former Senior Advisor and Managing Director of
Citigroup Global Markets
JIM L. TURNER (A, C, D)
Chief Executive Officer of JLT Beverages; former Chairman,
President and Chief Executive Officer of Dr Pepper/Seven Up
Bottling Group
WILLIAM S. URKIEL (B, D)
Former Senior Vice President and Chief Financial Officer
of IKON Office Solutions
COMMITTEES: (A) EXECUTIVE, (B) AUDIT, (C) COMPENSATION,
(D) NOMINATING AND CORPORATE GOVERNANCE
CORPORATE OFFICERS
TIMOTHY J. DONAHUE
President and Chief Executive Officer
GERARD H. GIFFORD
Executive Vice President and Chief Operating Officer
DANIEL A. ABRAMOWICZ
Executive Vice President – Corporate Technology and
Regulatory Affairs
CARLOS BAILA
Senior Vice President – Global Procurement
WILLIAM T. GALLAGHER
Senior Vice President and General Counsel
THOMAS A. KELLY
Senior Vice President and Chief Financial Officer
SIDONIE LÉCLUSE
Senior Vice President – Diversity and Inclusion
DAVID A. BEAVER
Vice President and Corporate Controller
CHRISTOPHER A. BLAINE
Vice President – Corporate Risk Management
KEVIN C. CLOTHIER
Vice President and Treasurer
30
MICHAEL J. ROWLEY
Assistant Corporate Secretary and Assistant General Counsel
ROSEMARY M. HASELROTH
Assistant Corporate Secretary
DIVISION OFFICERS
AMERICAS DIVISION
DJALMA NOVAES, JR.
President
EDUARDO ARGUETA
President – Mexico and Caribbean
WILMAR ARINELLI
President – Beverage Packaging Brazil
THOMAS J. GORDON
President – Food Packaging North America
MARK KETCHESON
President – Beverage Packaging North America
JUAN CARLOS TRUJILLO
President – Colombia
JAMES D. WILSON
President – Closures, Aerosol and Promotional Packaging (CAPP)
North America
TIMOTHY P. AUST
Senior Vice President and Chief Financial Officer
ALFRED J. DERMODY
Vice President – Human Resources
KENNETH W. TUTIN
Vice President – Continuous Improvement
EUROPEAN DIVISION
DIDIER SOURISSEAU
President
JOHN BEARDSLEY
Senior Vice President – Finance and Chief Financial Officer
ASHWINI KOTWAL
Senior Vice President – Bevcan
SIDONIE LÉCLUSE
Senior Vice President – EMEA Human Resources
FRANCOIS QUERRIOUX
Senior Vice President – Food
CLAUDINE SCHELP
Senior Vice President – Sourcing
LAURENT WATTEAUX
Vice President – Aerosols and Promotional Packaging
JEAN-FRANCOIS LELOUCH
Assistant General Counsel
LAURENT LEUCIO
WFOE (We Focus on Excellence) Coordinator Europe
INVESTOR INFORMATION
ASIA PACIFIC DIVISION
HOCK HUAT GOH
President
MARTYN GOODCHILD
Senior Vice President – Manufacturing
FRANK KOH
Senior Vice President – Beverage Packaging Southeast Asia
YIN LENG CHAN
Vice President and Chief Financial Officer
PATRICK NG
Vice President – Sourcing
CLEMENT CHIN
Director – Beverage Packaging China and Hong Kong
PATRICK LEE
Director – Food and Aerosol Thailand
CHEE MENG WAN
Director – Supply Chain
TOH KAI YONG
Senior Regional Human Resource Manager
DRAGON WONG
Group General Manager – Superior Multi-Packaging Limited
CROWN PACKAGING TECHNOLOGY
DANIEL A. ABRAMOWICZ
President
KEVIN AMBROSE
Vice President – Development Technology
MICHAEL A. ANTRY
Vice President – Environment, Health and Safety
ANDREW KAYE
Vice President – Technology Services
BRIAN ROGERS
Vice President – Project Management and Engineering
TRANSIT PACKAGING
ROBERT H. BOURQUE, JR.
President
LENNART BANGMAN
Group President – Packaging Systems Europe
PAUL BYRON
Group President – Global Equipment and Tools
PATRICIA CHIDIAC
Senior Vice President – Global Human Resources
RICHARD MORGAN
Senior Vice President and General Counsel
RVS RAMAKRISHNA
Group President – Asia Pacific and MEA
LUCAS SCOTT
Vice President – Global Quality
ALDO TESI
Senior Vice President and Chief Financial Officer
RAMUNAS VANCLOVAS
Vice President – Business Optimization
MICHAEL WATTS
Vice President – Corporate Development and Global Marketing
LANCE WRIGHT
Group President – Signode Americas
COMPANY PROFILE
Crown Holdings, Inc., through its subsidiaries, is a leading global
supplier of rigid packaging products to consumer marketing
companies, as well as transit and protective packaging products,
equipment and services to a broad range of end markets.
World headquarters are located in Yardley, Pennsylvania. As of
December 31, 2019, the Company operated 239 plants located in
47 countries, employing 33,043 people.
STOCK TRADING INFORMATION
Stock Symbol: CCK (Common)
Stock Exchange Listing: New York Stock Exchange
CORPORATE HEADQUARTERS
770 Township Line Rd., Yardley, PA 19067
Main phone: +1 (215) 698-5100
SHAREHOLDER SERVICES
Registered shareholders needing information about stock holdings,
transfer requirements, registration changes, account consolidations,
lost certificates or address changes should contact the Company’s
stock transfer agent and registrar:
MAILING ADDRESS:
EQ Shareowner Services
1110 Centre Pointe Curve, Suite 101
Mendota Heights, MN 55120
GENERAL TELEPHONE NUMBER: 1-800-468-9716
WEBSITE: www.shareowneronline.com
Owners of shares in street name (shares held by any bank or
broker in the name of the bank or brokerage house) should direct
communications or administrative matters to their bank or stockbroker.
FORM 10-K AND OTHER REPORTS
The Company will provide without charge a copy of its Annual Report
on Form 10-K, excluding exhibits, as filed with the U.S. Securities and
Exchange Commission (“SEC”). To request a copy of the Company’s
Annual Report, call toll free 888-400-7789 or write to Investor Relations
Department, Crown Holdings, Inc., 770 Township Line Road, Yardley, PA
19067.
INTERNET
Visit our website at www.crowncork.com for more
information about the Company, including news releases
and investor information.
CERTIFICATIONS
The Company included as Exhibit 31 to its 2019 Annual Report on
Form 10-K, as filed with the U.S. Securities and Exchange Commission,
certifications of the Chief Executive Officer and Chief Financial Officer
of the Company. The CEO and CFO certify to, among other things, the
information contained in the Company’s Form 10-K. The Company has
also submitted to the New York Stock Exchange a certification from the
CEO certifying that he is not aware of any violation by the Company of
New York Stock Exchange corporate governance listing standards.
31
ANNUAL REPORT 2019 32
Crown Holdings, Inc.
2019 FORM 10-K ANNUAL REPORT
TABLE OF CONTENTS
PART I
Item 1
Business
Item 1A
Risk Factors
Item 1B
Unresolved Staff Comments
Item 2
Properties
Item 3
Legal Proceedings
Item 4
Mine Safety Disclosures
PART II
Item 5
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
Item 6
Selected Financial Data
Item 7
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 7A
Quantitative and Qualitative Disclosures About Market Risk
Item 8
Financial Statements and Supplementary Data
Item 9
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9A
Controls and Procedures
Item 9B
Other Information
Item 10
Directors, Executive Officers and Corporate Governance
Item 11
Executive Compensation
PART III
Item 12
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
Item 13
Certain Relationships and Related Transactions, and Director Independence
Item 14
Principal Accounting Fees and Services
PART IV
Item 15
Exhibits and Financial Statement Schedules
Item 16
Form 10-K Summary
SIGNATURES
1
7
21
21
23
23
24
26
27
41
42
105
105
106
106
106
107
107
107
108
114
115
Crown Holdings, Inc.
PART I
ITEM 1.
BUSINESS
Crown Holdings, Inc. (the “Company” or the “Registrant”) (where the context requires, the “Company” shall include reference
to the Company and its consolidated subsidiary companies) is a Pennsylvania corporation.
The Company is a worldwide leader in the design, manufacture and sale of packaging products and equipment for consumer goods
and industrial products. The Company’s packaging for consumer goods includes steel and aluminum cans for food, beverage,
household and other consumer products, glass bottles for beverage products, metal vacuum closures and steel crowns sold through
the Company's sales organization to the soft drink, food, citrus, brewing, household products, personal care and various other
industries. The Company's packaging for industrial products includes steel and plastic strap consumables and equipment, paper-
based protective packaging, and plastic film consumables and equipment, which are sold into the metals, food and beverage,
construction, agricultural, corrugated and general industries.
At December 31, 2019, the Company operated 239 plants along with sales and service facilities throughout 47 countries and had
approximately 33,000 employees. Consolidated net sales for the Company in 2019 were $11.7 billion with 70% derived from
operations outside the U.S.
DIVISIONS AND OPERATING SEGMENTS
The Company's business is generally organized by product line and geography within four divisions: Americas, Europe, Asia
Pacific and Transit Packaging. See below for further information regarding the Company's divisions and reportable segments
within each division. The Company's non-reportable segments include its North American food can business, its European aerosol
and promotional packaging business, its North American aerosol can business and its tooling and equipment operations in the U.S.
and U.K.
Additional financial information concerning the Company’s operating segments is set forth within “Management’s Discussion
and Analysis of Financial Condition and Results of Operations” of this Annual Report and under Note Y to the consolidated
financial statements.
AMERICAS DIVISION
The Americas Division includes operations in the U.S., Brazil, Canada, the Caribbean, Colombia and Mexico. These operations
manufacture beverage, food and aerosol cans and ends, glass bottles, specialty packaging, metal vacuum closures, steel crowns
and aluminum caps. At December 31, 2019, the division operated 48 plants in seven countries and had approximately 7,500
employees. In 2019, the Americas Division had net sales of $4.4 billion.
Americas Beverage
The Americas Beverage segment manufactures aluminum beverage cans and ends, glass bottles, steel crowns and aluminum caps.
Manufacturing facilities are located in the U.S., Brazil, Canada, Colombia and Mexico. Americas Beverage had net sales in 2019
of $3.4 billion and segment income (as defined under Note Y to the consolidated financial statements) of $534 million.
EUROPEAN DIVISION
The European Division includes operations in Europe, the Middle East and Africa. These operations manufacture beverage, food
and aerosol cans and ends, promotional packaging and metal vacuum closures and caps. At December 31, 2019, the division
operated 60 plants in 22 countries and had approximately 11,500 employees. Net sales in 2019 were $3.6 billion.
European Beverage
The European Beverage segment manufactures steel and aluminum beverage cans and ends in Europe, the Middle East and North
Africa. European Beverage had net sales in 2019 of $1.5 billion and segment income (as defined under Note Y to the consolidated
financial statements) of $190 million.
1
European Food
Crown Holdings, Inc.
The European Food segment manufactures steel and aluminum food cans and ends, and metal vacuum closures, in Europe, Africa
and the Middle East. European Food had net sales in 2019 of $1.9 billion and segment income (as defined under Note Y to the
consolidated financial statements) of $205 million.
ASIA PACIFIC DIVISION
The Asia Pacific Division is a reportable segment primarily consisting of beverage can operations in Cambodia, China, Indonesia,
Malaysia, Myanmar, Singapore, Thailand and Vietnam and also includes non-beverage can operations, primarily food cans and
specialty packaging. At December 31, 2019, the division operated 28 plants in eight countries and had approximately 4,500
employees.
The Asia Pacific segment had net sales in 2019 of $1.3 billion and segment income (as defined under Note Y to the consolidated
financial statements) of $194 million.
TRANSIT PACKAGING DIVISION
The Company's Transit Packaging Division is a reportable segment which includes the Company’s industrial and protective
solutions and equipment and tools businesses. Industrial solutions include steel strap, plastic strap, industrial film and other related
products that are used in a wide range of industries, including steel, lumber, brick/block, corrugated boxes, food and beverage
goods, agriculture products, and a large variety of other goods. Protective solutions include transit protection products, such as
airbags, edge protectors, and honeycomb products that help prevent movement of, and/or damage to, a wide range of industrial
and consumer goods during transport. Equipment and tools includes manual, semi-automatic and automatic equipment and tools,
which are primarily used in end-of-line operations to apply consumables such as strap and film.
At December 31, 2019, the division operated 100 plants in 23 countries, including, Belgium, Germany, India, Sweden, Switzerland
and the U.S., and had approximately 9,000 employees.
The Transit Packaging segment had net sales in 2019 of $2.3 billion and segment income (as defined under Note Y to the consolidated
financial statements) of $290 million.
PRODUCTS
Beverage Cans and Glass Bottles
The Company supplies beverage cans and ends and other packaging products to a variety of beverage and beer companies, including
Anheuser-Busch InBev, Coca-Cola, Keurig Dr Pepper, Heineken, Molson Coors, Pepsi-Cola and Refresco, among others. The
Company’s beverage can business is built around local, regional and global markets, which has served to develop the Company’s
understanding of global customer and consumer expectations. The Company's glass bottle business is based in Mexico and serves
customers in the local market.
The beverage market is dynamic and highly competitive, with each packaging manufacturer working together with its customers
to satisfy consumers’ ever-changing needs. The Company competes by offering its customers broad market knowledge, resources
at all levels of its worldwide organization and extensive research and development capabilities that have enabled the Company to
provide its customers with innovative products. The Company meets its customers’ beverage packaging needs with an array of
two-piece beverage cans and ends and metal bottle caps. Innovations include the SuperEnd® and 360 End™ beverage can ends,
and size variations. Size variations include slim and sleek cans for portion control, low calorie products or other product
differentiation, as well as larger sizes for high volume consumption. The Company expects to continue to add capacity in many
of its growing markets around the world.
Beverage can and glass bottle manufacturing is capital intensive, requiring significant investment in tools and machinery. The
Company seeks to effectively manage its invested capital and is continuing its efforts to reduce the metal content of its cans and
reduce non-metal costs, including water and energy usage, while improving production processes.
2
Food Cans and Closures
Crown Holdings, Inc.
The Company manufactures a variety of food cans and ends, including two-piece and three-piece cans in assorted shapes and
sizes, and sells food cans to food marketers such as Abbott Laboratories, Bonduelle, Morgan Foods, Nestlé, Princes Group and
Simmons Foods, among others. The Company offers a wide variety of metal vacuum closures and sealing equipment solutions to
leading marketers such as Abbott Laboratories, Danone, Nestlé and Unilever, among others, from a network of metal vacuum
closure plants around the world. The Company supplies total packaging solutions, including metal and composite closures, capping
systems and services while working closely with customers, retailers and glass and plastic container manufacturers to develop
innovative closure solutions and meet customer requirements.
Technologies used to produce food cans include three-piece welded, two-piece drawn and wall-ironed and two-piece drawn and
redrawn. The Company also offers its LIFTOFF™ series of food ends, including its Easylift™ full aperture steel food can ends,
and PeelSeam™ and PeelFit™ flexible aluminum foil laminated ends. The Company offers expertise in closure design and
decoration, ranging from quality printing of the closure in up to nine colors, to inside-the-cap printing, which offers customers
new promotional possibilities, to better product protection through Ideal Closures™, Orbit™ and Superplus™. The Company’s
commitment to innovation has led to developments in packaging materials, surface finishes, can shaping, lithography, filling,
retorting, sealing and opening techniques and environmental performance. The Company manufactures easy open, vacuum and
conventional ends for a variety of heat-processed and dry food products including fruits and vegetables, meat and seafood, soups,
ready-made meals, infant formula, coffee and pet food.
Transit Packaging
The Company's transit packaging products are used to contain, unitize, and protect goods during manufacturing, transport, and
warehousing and are sold around the world under a broad array of well-known brand names such as Signode, Strapex, Orgapack,
Shippers Airbags, Angleboard, and MIMA. The Company serves diverse end markets, including metals, food and beverage,
construction, agricultural, corrugated and general industrial. The Company's long operational history has resulted in a large base
of equipment, which drives recurring revenue through the sale of consumables, parts and service offerings and future equipment
replacement sales. The Company's customer concentration is low.
Aerosol Cans
The Company’s customers for aerosol cans and ends include manufacturers of personal care, food, household and industrial
products, including Friesland Campina, Procter & Gamble, SC Johnson and Unilever, among others. The aerosol can business is
highly competitive. The Company competes by offering its customers a broad range of products including multiple sizes, multiple
color schemes and shaped packaging.
Promotional and Specialty Packaging
The Company’s promotional and specialty packaging businesses are primarily located in Europe and Asia. The Company produces
a wide range of promotional and specialty packaging containers with numerous lid and closure variations. The Company’s
customers include Britvic and Nestlé among others.
SALES AND DISTRIBUTION
Global marketers qualify suppliers on the basis of their ability to provide global service, innovative designs and technologies in
a cost-effective manner.
With its global reach, the Company primarily markets and sells products to customers through its own sales and marketing staffs.
In some instances, contracts with customers are centrally negotiated, but products are ordered through and distributed directly by
the Company’s local facilities. The Company’s facilities are generally located in proximity to their respective major customers.
The Company works closely with customers in order to develop new business and to extend the duration of existing contracts.
Many customers provide the Company with quarterly or annual estimates of product requirements along with related quantities
pursuant to which periodic commitments are given. Such estimates assist the Company in managing production and controlling
use of working capital. The Company schedules its production to meet customer requirements. Because the production time for
the Company’s products is short, any backlog of customer orders in relation to overall sales is not significant.
3
SEASONALITY
Crown Holdings, Inc.
The food packaging business is somewhat seasonal with the first quarter tending to be the slowest period as the autumn packing
period in the Northern Hemisphere has ended and new crops are not yet planted. The industry generally enters its busiest period
in the third quarter when the majority of fruits and vegetables are harvested and immediately canned. Due to this seasonality,
inventory levels increase in the first half of the year to meet peak demand in the second and third quarters. Weather represents a
substantial uncertainty in the yield of food products and is a major factor in determining the demand for food cans in any given
year. Generally, beverage products are consumed in greater amounts during the warmer months of the year and sales have generally
been higher in the second and third quarters of the calendar year.
The Company’s other businesses tend not to be as significantly affected by seasonal variations.
COMPETITION
Most of the Company’s packaging products for consumer goods are sold in highly competitive markets, primarily based on price,
quality, service and performance. The Company competes with other packaging manufacturers as well as with fillers, food
processors and packers, some of whom manufacture containers for their own use and for sale to others. The Company’s competitors
include, but are not limited to, Ardagh Group, Ball Corporation, Ball Metalpack, BWAY Corporation, Can-Pack S.A., Metal
Container Corporation, Silgan Holdings Inc., and Trivium Packaging.
The Transit Packaging Division also faces substantial competition from many regional and local competitors of various sizes in
the manufacture, distribution and sale of its products. The division differentiates itself from the competition by leveraging its
global scale, broad product portfolio and established brand reputation. The division's products compete, to some extent, with
various other packaging materials, including other products made of paper, plastics, wood and various types of metal.
CUSTOMERS
The Company’s largest customers consist of many of the leading manufacturers and marketers of packaged consumer products in
the world. Consolidation trends among beverage and food marketers have led to a concentrated customer base. The Company’s
top ten global customers represented in the aggregate approximately 28% of its 2019 net sales. In each of the years in the period
2017 through 2019, no one customer accounted for more than ten percent of the Company’s net sales. Each operating segment,
with the exception of the Transit Packaging Segment, has major customers and the loss of one or more of these major customers
could have a material adverse effect on an individual segment or the Company as a whole. Major customers include those listed
above under the caption "Products". In addition to sales to Coca-Cola and Pepsi-Cola, the Company also supplies independent
licensees of Coca-Cola and Pepsi-Cola.
RESEARCH AND DEVELOPMENT
The Company's principal Research, Development & Engineering ("RD&E") Centers for packaging products for consumer
goods are located in Alsip, Illinois and Wantage, United Kingdom. The Company utilizes its centralized RD&E capabilities to
advance and deliver technologies for the Company's worldwide packaging activities that (1) promote development of value-
added metal packaging systems for its customers, (2) design cost-efficient manufacturing processes, systems and materials and
material-efficient container designs that further the sustainability of metal packaging, (3) provide continuous quality and/or
production efficiency improvements in its manufacturing facilities, (4) advance customer and supplier relationships, and (5)
provide value-added engineering services and technical support. These capabilities facilitate (1) the identification of new and/or
expanded market opportunities by working directly with customers to develop new packaging products or enhance existing
packaging products through the application of new technologies that better differentiate customers' products in the retail
environment (for example, the creation of new packaging shapes, novel decoration methods, or the addition of digital content
through unique codes) and/or the incorporation of consumer-valued features (for example, improved openability and/or ease of
use) and (2) the reduction of manufacturing costs by reducing the material content of the Company's products (while retaining
necessary performance characteristics), reducing spoilage, and increasing operating efficiencies in manufacturing facilities.
The Company maintains a substantial portfolio of patents and other intellectual property ("IP") in the field of metal packaging
systems and seeks strategic partnerships to extend its IP in existing and emerging markets. As a result, the Company has
licensed IP in geographic regions where the Company has a limited market presence today. Existing technologies such as
SuperEnd® beverage ends, 360 End™ beverage ends, Easy-Flow™ beverage ends, Eole™ easy-open food ends and can
shaping have been licensed in Australia, Japan, and Africa to provide customers with global access to Crown's brand building
innovations.
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Crown Holdings, Inc.
The Transit Packaging Division is well known throughout its markets for its ability to drive product innovation and leadership
in new technologies. The division focuses on market driven innovation and has a long history of creating product and service
solutions that solve problems and create value for its customers. The division's individual business units are primarily
responsible for designing and executing their own research and development projects and the division's development process is
comprised of a customer-oriented, "outside-in" approach. The division works with customers to determine their most pressing
industrial packaging challenges, utilizing a rigorous multi-step product development process to ensure that they shape the
ultimate product for both the customer and the broader market. Transit Packaging's track record of new product innovation is
largely due to the success of this model.
The Transit Packaging Division has been an industry leader in industrial packaging innovation over the last 100 years as
evidenced by their introduction of the first strap packaging product (1913), the first fully-automatic strapping machine (1946),
the industry's first battery operated plastic strap hand tools (1995), and most recently the industry's first battery-operated steel
strap hand tools (2013). At the core of its intellectual property strategy is a focus on obtaining quality patents that cover key
products and technologies, in alignment with its business objectives. The Transit Packaging Division has grown its global
patent portfolio to over 335 United States issued patents or pending patent applications and over 1,230 foreign issued patents or
pending patent applications. The portfolio broadly covers about 370 customized technologies and spans diverse business
platforms, as well as the different countries in which it operates.
The Company spent $55 million in 2019, $51 million in 2018, and $39 million in 2017 in its RD&E activities. Certain of these
activities are expected to improve and expand the Company's product lines in the future. These expenditures include projects to
improve manufacturing efficiencies, reduce unit costs, and develop new and improved value-added packaging systems.
MATERIALS AND SUPPLIERS
The Company uses various raw materials, primarily aluminum and steel, in its manufacturing operations. The Transit Packaging
division also uses materials derived from crude oil and natural gas, such as polyethylene and polypropylene. In general, these raw
materials are purchased in highly competitive, price-sensitive markets, which have historically exhibited price and demand
cyclicality. These and other materials used in the manufacturing process have historically been available in adequate supply from
multiple sources.
The Company has agreements for what it considers adequate supplies of raw materials. However, sufficient quantities may not
be available in the future due to, among other things, shortages due to excessive demand, weather or other factors, including
disruptions in supply caused by raw material transportation or production delays. From time to time, some of the raw materials
have been in short supply but, to date, these shortages have not had a significant impact on the Company’s operations.
In 2019, consumption of steel and aluminum represented 20% and 34% of consolidated cost of products sold, excluding depreciation
and amortization. Due to the significance of these raw materials to the overall cost of products sold, raw material efficiency is a
critical cost component of the products manufactured. Supplier consolidations, changes in ownership, government regulations,
political unrest and increased demand for raw materials in the packaging and other industries, among other risk factors, could
cause uncertainty as to the availability of and the level of prices at which the Company might be able to source such raw materials
in the future. Moreover, the prices of aluminum and steel can be subject to significant volatility. The Company’s raw material
supply contracts vary as to terms and duration, with steel contracts typically one year in duration with fixed prices or set repricing
dates, and aluminum contracts typically multi-year in duration with fluctuating prices based on aluminum ingot costs. The Company
generally attempts to mitigate its steel and aluminum price risk by matching its purchase obligations with its sales agreements;
however, there can be no assurance that the Company will be able to fully mitigate that risk.
The Company also uses commodity and foreign currency forwards in an attempt to manage its exposure to aluminum price volatility.
There can be no assurance that the Company will be able to fully recover from its customers the impact of aluminum and steel
price increases or that the use of derivative instruments will effectively manage the Company’s exposure to price volatility. In
addition, if the Company were unable to purchase steel and aluminum for a significant period of time, its operations would be
disrupted, and if the Company were unable to fully recover the higher cost of steel and aluminum, its financial results may be
adversely affected. As a result of continuing global supply and demand pressures, other commodity-related costs affecting the
Company’s business may increase as well, including utility and freight-related costs. The Company will attempt to increase prices
on its products accordingly in order to recover these costs.
In response to the volatility of raw material prices, ongoing productivity and cost reduction efforts in recent years have focused
on improving raw material cost management.
5
Crown Holdings, Inc.
The Company’s manufacturing facilities are dependent, in varying degrees, upon the availability of water and processed energy,
such as natural gas and electricity. Certain of these may become difficult or impossible to obtain on acceptable terms due to external
factors, which could increase the Company’s costs or interrupt its business.
Aluminum and steel, by their very nature, can be recycled at high effectiveness and can be repeatedly reused to form new consumer
packaging with minimal or no degradation in performance, quality or safety. By recycling these metals, large amounts of energy
can be saved and significant water use and carbon dioxide emissions avoided.
SUSTAINABILITY AND ENVIRONMENTAL, HEALTH AND SAFETY MATTERS
The Company’s operations are subject to numerous laws and regulations governing the protection of the environment, disposal
of waste, discharges into water, emissions into the atmosphere and the protection of employee health and safety. Future regulations
may impose stricter environmental requirements on the packaging industry and may require additional capital investment.
Anticipated future restrictions in some jurisdictions on the use of certain coatings may require the Company to employ additional
control equipment or process modifications. The Company has a Corporate Sustainability Policy and a Corporate Environmental
Protection Policy. Environmental awareness is a key component of sustainability. Environmental considerations are among the
criteria by which the Company evaluates projects, products, processes and purchases. The Company is committed to continuous
improvement in product design and manufacturing practices to provide the best outcome for the human and natural environment,
both now and in the future. By reducing the per-unit amount of raw materials used in manufacturing its products, the Company
can significantly reduce the amount of energy, water and other resources and associated emissions necessary to manufacture metal
containers. The Company aims to continue that process of improvement in its manufacturing process to assure that consumers
and the environment are best served through the use of metal packaging. The Company is also committed to providing a safe work
environment for its employees through programs that emphasize safety awareness and the elimination of injuries and incidents.
There can be no assurance that current or future environmental laws or liabilities will not have a material effect on the Company’s
financial condition, liquidity or results of operations. Discussion of the Company’s environmental matters is contained within
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Annual Report under the caption
“Environmental Matters,” and under Note P to the consolidated financial statements.
WORKING CAPITAL
The Company generally uses cash during the first nine months of the year to finance seasonal working capital needs. The Company’s
working capital requirements are funded by cash flows from operations, revolving credit facilities and receivables securitization
and factoring programs.
Further information relating to the Company’s liquidity and capital resources is set forth within “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” of this Annual Report under the caption “Liquidity” and under Note
M to the consolidated financial statements.
EMPLOYEES
At December 31, 2019, the Company had approximately 33,000 employees. Collective bargaining agreements with varying terms
and expiration dates cover approximately 18,000 employees. The Company does not expect that renegotiation of the agreements
expiring in 2020 will have a material adverse effect on its consolidated results of operations, financial position or cash flow.
AVAILABLE INFORMATION
The Company’s website address is www.crowncork.com. Information on the Company’s website is not incorporated by reference
in this Annual Report on Form 10-K. The Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current
Reports on Form 8-K and all amendments to those reports filed by the Company with the U.S. Securities and Exchange Commission
pursuant to sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended, are accessible free of charge through
the Company’s website as soon as reasonably practicable after the documents are filed with, or otherwise furnished to, the U. S.
Securities and Exchange Commission ("SEC"). The SEC maintains a website that contains reports, proxy and information
statements, and other information regarding issuers, including the Company, that file electronically with the SEC. The public can
obtain any documents that the Company files with the SEC at http://www.sec.gov.
The Company’s Code of Business Conduct and Ethics, its Corporate Governance Guidelines, and the charters of its Audit,
Compensation and Nominating and Corporate Governance committees are available on the Company’s website. These documents
are also available in print to any shareholder who requests them. Amendments to and waivers of the Code of Business Conduct
and Ethics requiring disclosure under applicable SEC rules will be disclosed on the Company's website.
6
Crown Holdings, Inc.
ITEM 1A.
RISK FACTORS
In addition to factors discussed elsewhere in this Annual Report and in “Management’s Discussion and Analysis of Financial
Condition and Results of Operations,” the following are some of the important factors that could materially and adversely affect
the Company’s business, financial condition and results of operations.
The Company's international operations, which generated approximately 70% of its consolidated net sales in 2019, are subject
to various risks that may lead to decreases in its financial results.
The Company is an international company, and the risks associated with operating in foreign countries may have a negative impact
on the Company's liquidity and net income. The Company's international operations generated approximately 70%, 73% and 78%
of its consolidated net sales in the years ended 2019, 2018 and 2017. In addition, the Company's business strategy includes
continued expansion of international activities, including within developing markets and areas, such as the South America, Eastern
Europe and Asia, that may pose greater risk of political or economic instability. Approximately 35% of the Company's consolidated
net sales in the year ended 2019 and 2018 and approximately 38% of the Company's consolidated net sales in the years ended
2017 were generated outside of the developed markets in Western Europe, the United States and Canada. Furthermore, if global
economic conditions deteriorate, there will likely be a negative effect on the Company's business, as well as the businesses of the
Company's customers and suppliers. Further, if a downturn in European economic conditions ultimately leads to a significant
devaluation of the euro, the value of the Company's financial assets that are denominated in euro would be significantly reduced
when translated to U.S. dollars for financial reporting purposes. Any of these conditions could ultimately harm the Company's
overall business, prospects, operating results, financial condition and cash flows.
Emerging markets are a focus of the Company's international growth strategy. The developing nature of these markets and the
nature of the Company's international operations generally are subject to various risks, including:
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foreign governments' restrictive trade policies;
inconsistent product regulation or policy changes by foreign agencies or governments;
duties, taxes or government royalties, including the imposition or increase of withholding and other taxes on remittances
and other payments by non-U.S. subsidiaries;
customs, import/export and other trade compliance regulations;
foreign exchange rate risks;
difficulty in collecting international accounts receivable and potentially longer payment cycles;
increased costs in maintaining international manufacturing and marketing efforts;
non-tariff barriers and higher duty rates;
difficulties associated with expatriating cash generated or held abroad in a tax-efficient manner and changes in tax laws;
difficulties in enforcement of contractual obligations and intellectual property rights and difficulties in protecting
intellectual property or sensitive commercial and operations data or information technology systems generally;
exchange controls;
national and regional labor strikes;
geographic, language and cultural differences between personnel in different areas of the world;
high social benefit costs for labor, including costs associated with restructurings;
civil unrest or political, social, legal and economic instability;
product boycotts, including with respect to the products of the Company's multi-national customers;
customer, supplier, and investor concerns regarding operations in areas such as the Middle East;
taking of property by nationalization or expropriation without fair compensation;
imposition of limitations on conversions of foreign currencies into dollars or payment of dividends and other payments
by non-U.S. subsidiaries;
hyperinflation and currency devaluation in certain foreign countries where such currency devaluation could affect the
amount of cash generated by operations in those countries and thereby affect the Company's ability to satisfy its obligations;
• war, civil disturbance, global or regional catastrophic events, natural disasters, including in emerging markets, and acts
of terrorism;
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Crown Holdings, Inc.
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geographical concentration of the Company's factories and operations and regional shifts in its customer base;
periodic health epidemic concerns, such as the recent coronavirus outbreak in China;
the complexity of managing global operations; and
compliance with applicable anti-corruption or anti-bribery laws.
There can be no guarantee that a deterioration of economic conditions in countries in which the Company operates or may seek
to operate in the future would not have a material impact on the Company's results of operations.
The Company is subject to the effects of fluctuations in foreign exchange rates, which may reduce its net sales and cash flow.
The Company is exposed to fluctuations in foreign currencies as a significant portion of its consolidated net sales, costs, assets
and liabilities, are denominated in currencies other than the U.S. dollar. The Company's international operations generated
approximately 70%, 73% and 78% of its consolidated net sales in the years ended 2019, 2018 and 2017. Volatility in exchange
rates may increase the costs of its products, impair the purchasing power of its customers in different markets, result in significant
competitive benefit to certain of its competitors who incur a material part of their costs in other currencies than it does, and increase
its hedging costs and limit its ability to hedge exchange rate exposure. In its consolidated financial statements, the Company
translates local currency financial results into U.S. dollars based on average exchange rates prevailing during a reporting period.
During times of a strengthening U.S. dollar, its reported international revenue and earnings will be reduced because the local
currency will translate into fewer U.S. dollars. Conversely, a weakening U.S. dollar will effectively increase the dollar-equivalent
of the Company's expenses and liabilities denominated in foreign currencies. See “Management's Discussion and Analysis of
Financial Condition and Results of Operations-Liquidity and Capital Resources-Market Risk” and "Quantitative and Qualitative
Disclosure about Market Risk" in this Annual Report. Although the Company may use financial instruments such as foreign
currency forwards from time to time to reduce its exposure to currency exchange rate fluctuations in some cases, it may not elect
or have the ability to implement hedges or, if it does implement them, there can be no assurance that such agreements will achieve
the desired effect.
For the year-ended December 31, 2019, a 0.10 movement in the average euro rate would have reduced net income by $11 million.
As the Company seeks to expand its business globally, growth opportunities may be impacted by greater political, economic
and social uncertainty and the continuing and accelerating globalization of businesses could significantly change the dynamics
of the Company's competition, customer base and product offerings.
The Company's efforts to grow its businesses depend to a large extent upon access to, and its success in developing market share
and operating profitably in, geographic markets including but not limited to the Middle East, South America, Eastern Europe and
Asia. In some cases, countries in these regions have greater political and economic volatility, greater vulnerability to infrastructure
and labor disruptions and differing local customer product preferences and requirements than the Company's other markets.
Operating and seeking to expand business in a number of different regions and countries exposes the Company to multiple and
potentially conflicting cultural practices, business practices and legal and regulatory requirements that are subject to change,
including those related to tariffs and trade barriers, investments, property ownership rights, taxation, repatriation of earnings and
regulation of advanced technologies. Such expansion efforts may also use capital and other resources of the Company that could
be invested in other areas. Expanding business operations globally also increases exposure to currency fluctuations which can
materially affect the Company's financial results. As these emerging geographic markets become more important to the Company,
its competitors are also seeking to expand their production capacities and sales in these same markets, which may lead to industry
overcapacity that could adversely affect pricing, volumes and financial results in such markets. Although the Company is taking
measures to adapt to these changing circumstances, the Company's reputation and/or business results could be negatively affected
should these efforts prove unsuccessful.
The Company may not be able to manage its anticipated growth, and it may experience constraints or inefficiencies caused by
unanticipated acceleration and deceleration of customer demand.
Unanticipated acceleration and deceleration of customer demand for the Company's products may result in constraints or
inefficiencies related to the Company's manufacturing, sales force, implementation resources and administrative infrastructure,
particularly in emerging markets where the Company is seeking to expand production. Such constraints or inefficiencies may
adversely affect the Company as a result of delays, lost potential product sales or loss of current or potential customers due to their
dissatisfaction. Similarly, over-expansion, including as a result of overcapacity due to expansion by the Company's competitors,
or investments in anticipation of growth that does not materialize, or develops more slowly than the Company expects, could harm
the Company's financial results and result in overcapacity.
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Crown Holdings, Inc.
To manage the Company's anticipated future growth effectively, the Company must continue to enhance its manufacturing
capabilities and operations, information technology infrastructure, and financial and accounting systems and controls.
Organizational growth and scale-up of operations could strain its existing managerial, operational, financial and other resources.
The Company's growth requires significant capital expenditures and may divert financial resources from other projects, such as
the development of new products or enhancements of existing products or reduction of the Company's outstanding indebtedness.
If the Company's management is unable to effectively manage the Company's growth, its expenses may increase more than expected,
its revenue could grow more slowly than expected and it may not be able to achieve its research and development and production
goals. The Company's failure to manage its anticipated growth effectively could have a material effect on its business, operating
results or financial condition.
The Company's profits will decline if the price of raw materials or energy rises and it cannot increase the price of its products,
and the Company's financial results could be adversely affected if the Company was not able to obtain sufficient quantities of
raw materials.
The Company uses various raw materials, such as steel, aluminum, tin, water, natural gas, electricity and other processed energy,
as well as materials derived from crude oil and natural gas, such as polyethylene and polypropylene resins, in its manufacturing
operations. Sufficient quantities of these raw materials may not be available in the future or may be available only at increased
prices. The Company's raw material supply contracts vary as to terms and duration, with steel contracts typically one year in
duration with fixed prices and aluminum contracts typically multi-year in duration with fluctuating prices based on aluminum
ingot costs. The availability of various raw materials and their prices depends on global and local supply and demand forces,
governmental regulations (including tariffs and duties), level of production, resource availability, transportation, and other factors,
including natural disasters such as floods and earthquakes. In particular, in recent years the consolidation of steel suppliers, shortage
of raw materials affecting the production of steel and the increased global demand for steel, including in China and other developing
countries, have contributed to an overall tighter supply for steel, resulting in increased steel prices and, in some cases, special
surcharges and allocated cut backs of products by steel suppliers. In addition, new tariffs and potential limits on steel supply in
the United States from certain foreign countries could further negatively impact the Company's ability to obtain sufficient quantities
of steel at competitive prices. Moreover, future steel supply contracts may provide for prices that fluctuate or adjust rather than
provide a fixed price during a one-year period. As a result of continuing global supply and demand pressures, other commodity-
related costs affecting the Company's business may increase as well, including natural gas, electricity and freight-related costs.
The prices of certain raw materials used by the Company, such as steel, aluminum, resins and processed energy, have historically
been subject to volatility. In 2019, consumption of steel and aluminum represented 20% and 34% of the Company's consolidated
cost of products sold, excluding depreciation and amortization. While certain, but not all, of the Company's contracts pass through
raw material costs to customers, the Company may be unable to increase its prices to offset increases in raw material costs without
suffering reductions in unit volume, revenue and operating income. In addition, any price increases may take effect after related
cost increases, reducing operating income in the near term. Significant increases in raw material costs may increase the Company's
working capital requirements, which may increase the Company's average outstanding indebtedness and interest expense and may
exceed the amounts available under the Company's senior secured credit facilities and other sources of liquidity. In addition, the
Company hedges raw material costs on behalf of certain customers and may suffer losses if such customers are unable to satisfy
their purchase obligations.
If the Company is unable to purchase steel, aluminum, resins or other raw materials for a significant period of time, the Company's
operations would be disrupted and any such disruption may adversely affect the Company's financial results. If customers believe
that the Company's competitors have greater access to raw materials, perceived certainty of supply at the Company's competitors
may put the Company at a competitive disadvantage regarding pricing and product volumes.
The substantial indebtedness of the Company could prevent it from fulfilling its obligations under its indebtedness.
The Company has substantial outstanding indebtedness. As a result of the Company's substantial indebtedness, a significant portion
of the Company's cash flow will be required to pay interest and principal on its outstanding indebtedness, and the Company may
not generate sufficient cash flow from operations, or have future borrowings available under its senior secured credit facilities, to
enable it to repay its indebtedness or to fund other liquidity needs. As of December 31, 2019, the Company and its subsidiaries
had approximately $8.0 billion of indebtedness.
The Company’s current sources of liquidity includes a securitization facility with a program limit up to a maximum of $375 that
expires in July 2020, a securitization facility with a program limit of $265 that expires in November 2022, and an uncommitted
securitization facility with a program limit of $175 that expires in December 2020. Additional sources of the Company's liquidity
include borrowings that mature as follows: its $1,650 billion revolving credit facilities in December 2024; its €650 million ($729
million at December 31, 2019) 4.0% senior notes in July 2022; its $1 billion 4.50% senior notes in January 2023; its €335 million
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Crown Holdings, Inc.
($376 million at December 31, 2019) 2.25% senior notes in February 2023; its €550 million ($617 million at December 31, 2019)
0.75% senior notes in February 2023; its €600 million ($673 million at December 31, 2019) 2.625% senior notes in September
2024; its €600 million ($673 million at December 31, 2019) 3.375% senior notes in May 2025; its $875 million 4.75% senior notes
in February 2026; its €500 million ($561 million at December 31, 2019) 2.875% senior notes in February 2026; its $400 million
4.25% senior notes in September 2026; its $350 million 7.375% senior notes in December 2026; its $40 million 7.5% senior notes
in December 2096; and its $45 million of other indebtedness in various currencies at various dates through 2036. In addition, the
Company’s term loan facilities mature as follows: $40 million in 2020, $40 million in 2021, $80 million in 2022, $80 million in
2023, and $1,365 million in 2024.
The substantial indebtedness of the Company could:
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increase the Company's vulnerability to general adverse economic and industry conditions, including rising interest rates;
restrict the Company from making strategic acquisitions or exploiting business opportunities, including any planned
expansion in emerging markets;
limit the Company's ability to make capital expenditures both domestically and internationally in order to grow the
Company's business or maintain manufacturing plants in good working order and repair;
limit, along with the financial and other restrictive covenants under the Company's indebtedness, the Company's ability
to obtain additional financing, dispose of assets or pay cash dividends;
require the Company to dedicate a substantial portion of its cash flow from operations to service its indebtedness, thereby
reducing the availability of its cash flow to fund future working capital, capital expenditures, research and development
expenditures and other general corporate requirements;
require the Company to sell assets used in its business;
limit the Company's ability to refinance its existing indebtedness, particularly during periods of adverse credit market
conditions when refinancing indebtedness may not be available under interest rates and other terms acceptable to the
Company or at all;
increase the Company's cost of borrowing;
limit the Company's flexibility in planning for, or reacting to, changes in its business and the industry in which it operates;
and
place the Company at a competitive disadvantage compared to its competitors that have less debt.
If its financial condition, operating results and liquidity deteriorate, the Company's creditors may restrict its ability to obtain future
financing and its suppliers could require prepayment or cash on delivery rather than extend credit, which could further diminish
the Company's ability to generate cash flows from operations sufficient to service its debt obligations. In addition, the Company's
ability to make payments on and refinance its debt and to fund its operations will depend on the Company's ability to generate
cash in the future.
Some of the Company's indebtedness is subject to floating interest rates, which would result in the Company's interest expense
increasing if interest rates rise.
As of December 31, 2019, approximately $1.6 billion of the Company's $8.0 billion of total indebtedness and other outstanding
obligations were subject to floating interest rates. Changes in economic conditions could result in higher interest rates, thereby
increasing the Company's interest expense and reducing funds available for operations or other purposes. The Company's annual
interest expense was $378 million, $384 million and $252 million for 2019, 2018 and 2017, respectively. Based on the amount of
variable rate debt outstanding at December 31, 2019, a 0.25% increase in variable interest rates would increase its annual interest
expense by approximately $4 million before tax. Accordingly, the Company may experience economic losses and a negative impact
on earnings as a result of interest rate fluctuation. The actual effect of a 0.25% increase in these floating interest rates could be
more than $4 million as the Company’s average borrowings on its variable rate debt may be higher during the year than the amount
at December 31, 2019. In addition, the cost of the Company’s securitization and factoring facilities would also increase with an
increase in floating interest rates. Although the Company may use interest rate protection agreements from time to time to reduce
its exposure to interest rate fluctuations in some cases, it may not elect or have the ability to implement hedges or, if it does
implement them, there can be no assurance that such agreements will achieve the desired effect. See “Management's Discussion
and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources-Market Risk” and “Quantitative
and Qualitative Disclosures About Market Risk” in this Annual Report.
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Crown Holdings, Inc.
Notwithstanding the Company's current indebtedness levels and restrictive covenants, the Company may still be able to incur
substantial additional debt or make certain restricted payments, which could exacerbate the risks described above.
The Company may be able to incur additional debt in the future, including in connection with acquisitions or joint ventures.
Although the Company's senior secured credit facilities and indentures governing certain of its outstanding notes contain restrictions
on the Company's ability to incur indebtedness, those restrictions are subject to a number of exceptions, and, under certain
circumstances, indebtedness incurred in compliance with these restrictions could be substantial. The Company may also consider
investments in joint ventures or acquisitions or increased capital expenditures, which may increase the Company's indebtedness.
Moreover, although the Company's senior secured credit facilities and indentures governing certain of its outstanding notes contain
restrictions on the Company’s ability to make restricted payments, including the declaration and payment of dividends and the
repurchase of the Company’s common stock, the Company is able to make such restricted payments under certain circumstances
which may increase indebtedness, and the Company may in the future establish a regular dividend on the Company's common
stock. Adding new debt to current debt levels or making otherwise restricted payments could intensify the related risks that the
Company and its subsidiaries now face.
Restrictive covenants in the debt agreements governing the Company's current or future indebtedness could restrict the
Company's operating flexibility.
The indentures and agreements governing the Company's senior secured credit facilities and outstanding notes contain affirmative
and negative covenants that limit the ability of the Company and its subsidiaries to take certain actions. These restrictions may
limit the Company's ability to operate its businesses and may prohibit or limit its ability to enhance its operations or take advantage
of potential business opportunities as they arise. The Company's senior secured credit facilities require the Company to maintain
specified financial ratios and satisfy other financial conditions. The agreements or indentures governing the Company's senior
secured credit facilities and certain of its outstanding notes restrict, among other things, the ability of the Company and the ability
of all or substantially all of its subsidiaries to:
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incur additional debt;
pay dividends or make other distributions, repurchase capital stock, repurchase subordinated debt and make certain
investments or loans;
create liens and engage in sale and leaseback transactions;
create restrictions on the payment of dividends and other amounts to the Company from subsidiaries;
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change accounting treatment and reporting practices;
enter into agreements restricting the ability of a subsidiary to pay dividends to, make or repay loans to, transfer property
to, or guarantee indebtedness of, the Company or any of its subsidiaries;
sell or acquire assets, enter into leaseback transactions and merge or consolidate with or into other companies; and
engage in transactions with affiliates.
In addition, the indentures and agreements governing the Company's senior secured credit facilities and certain of its outstanding
notes limit, among other things, the ability of the Company to enter into certain transactions, such as mergers, consolidations, joint
ventures, asset sales, sale and leaseback transactions and the pledging of assets. Furthermore, if the Company or certain of its
subsidiaries experience specific kinds of changes of control, the Company's senior secured credit facilities will be due and payable
and the Company will be required to offer to repurchase outstanding notes.
The breach of any of these covenants by the Company or the failure by the Company to meet any of these ratios or conditions
could result in a default under any or all of such indebtedness. If a default occurs under any such indebtedness, all of the outstanding
obligations thereunder could become immediately due and payable, which could result in a default under the Company's other
outstanding debt and could lead to an acceleration of obligations related to the Company's senior secured credit facilities, outstanding
notes and other outstanding debt. The ability of the Company to comply with these covenants or indentures governing other
indebtedness it may incur in the future and its outstanding notes can be affected by events beyond its control and, therefore, it may
be unable to meet these ratios and conditions.
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Crown Holdings, Inc.
Pending and future asbestos litigation and payments to settle asbestos-related claims could reduce the Company's cash flow
and negatively impact its financial condition.
Crown Cork & Seal Company, Inc. (Crown Cork), a wholly-owned subsidiary of the Company, is one of many defendants in a
substantial number of lawsuits filed throughout the United States by persons alleging bodily injury as a result of exposure to
asbestos. In 1963, Crown Cork acquired a subsidiary that had two operating businesses, one of which is alleged to have manufactured
asbestos-containing insulation products. Crown Cork believes that the business ceased manufacturing such products in 1963.
As of December 31, 2019, Crown Cork's accrual for pending and future asbestos-related claims and related legal costs was $273
million, including $232 million for unasserted claims. The Company determines its accrual without limitation to a specific time
period. Assumptions underlying the accrual include that claims for exposure to asbestos that occurred after the sale of the subsidiary's
insulation business in 1964 would not be entitled to settlement payouts and that state statutes described under Note O to the
Company's audited consolidated financial statements included in this Annual Report, including Texas and Pennsylvania statutes,
are expected to have a highly favorable impact on Crown Cork's ability to settle or defend against asbestos-related claims in those
states and other states where Pennsylvania law may apply.
During the year ended December 31, 2019, Crown Cork received approximately 2,000 new claims, settled or dismissed
approximately 2,000 claims, and had approximately 56,000 claims outstanding at the end of the period. Of these outstanding
claims, approximately 16,500 claims relate to claimants alleging first exposure to asbestos after 1964 and approximately 39,500
relate to claimants alleging first exposure to asbestos before or during 1964, of which approximately 13,000 were filed in Texas,
1,500 were filed in Pennsylvania, 6,000 were filed in other states that have enacted asbestos legislation and 19,000 were filed in
other states. The outstanding claims at December 31, 2019 also exclude approximately 19,000 inactive claims. Due to the passage
of time, the Company considers it unlikely that the plaintiffs in these cases will pursue further action. The exclusion of these
inactive claims had no effect on the calculation of the Company's accrual as the claims were filed in states where the Company's
liability is limited by statute. The Company devotes significant time and expense to defend against these various claims, complaints
and proceedings, and there can be no assurance that the expenses or distractions from operating the Company's businesses arising
from these defenses will not increase materially.
On October 22, 2010, the Texas Supreme Court, in a 6-2 decision, reversed a lower court decision, Barbara Robinson v. Crown
Cork & Seal Company, Inc., No. 14-04-00658-CV, Fourteenth Court of Appeals, Texas, which had upheld the dismissal of an
asbestos-related case against Crown Cork. The Texas Supreme Court held that the Texas legislation was unconstitutional under
the Texas Constitution when applied to asbestos-related claims pending against Crown Cork when the legislation was enacted in
June of 2003. The Company believes that the decision of the Texas Supreme Court is limited to retroactive application of the Texas
legislation to asbestos-related cases that were pending against Crown Cork in Texas on June 11, 2003 and therefore continues to
assign no value to claims filed after June 11, 2003.
Crown Cork made cash payments of $22 million, $21 million and $30 million in 2019, 2018 and 2017 for asbestos-related claims
including settlement payments and legal fees. These payments and any such future payments will reduce the cash flow available
to Crown Cork for its business operations and debt payments.
Asbestos-related payments including defense costs may be significantly higher than those estimated by Crown Cork because the
outcome of this type of litigation (and, therefore, Crown Cork's reserve) is subject to a number of assumptions and uncertainties,
such as the number or size of asbestos-related claims or settlements, the number of financially viable responsible parties, the extent
to which state statutes relating to asbestos liability are upheld and/or applied by the courts, Crown Cork's ability to obtain resolution
without payment of asbestos-related claims by persons alleging first exposure to asbestos after 1964, and the potential impact of
any pending or future asbestos-related legislation. Accordingly, Crown Cork may be required to make payments for claims
substantially in excess of its accrual, which could reduce the Company's cash flow and impair its ability to satisfy its obligations.
As a result of the uncertainties regarding its asbestos-related liabilities and its reduced cash flow, the ability of the Company to
raise new money in the capital markets is more difficult and more costly, and the Company may not be able to access the capital
markets in the future. Further information regarding Crown's Cork's asbestos-related liabilities is presented within “Management's
Discussion and Analysis of Financial Condition and Results of Operations” under the headings, “Provision for Asbestos” and
“Critical Accounting Policies” and under Note O to the Company's audited consolidated financial statements included in this
Annual Report.
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Crown Holdings, Inc.
The Company has significant pension plan obligations worldwide and significant unfunded postretirement obligations, which
could reduce its cash flow and negatively impact its results of operations and its financial condition.
The Company sponsors various pension plans worldwide, with the largest funded plans in the U.K., U.S. and Canada. In 2019,
2018 and 2017, the Company contributed $23 million, $20 million and $294 million to its pension plans. Pension expense was
$66 million, including settlement charges of $44 million and a curtailment gain of $14 million, in 2019 and is expected to be $22
million in 2020, using foreign currency exchange rates in effect at December 31, 2019. In addition, the Company may trigger
additional settlement charges in 2020 of approximately $30 million. A 0.25% change in the 2020 expected rate of return assumptions
would change 2020 pension expense by approximately $12 million. A 0.25% change in the discount rates assumptions as of
December 31, 2019 would change 2019 pension expense by approximately $2 million. The Company may be required to accelerate
the timing of its contributions under its pension plans. The actual impact of any accelerated funding will depend upon the interest
rates required for determining the plan liabilities and the investment performance of plan assets. An acceleration in the timing of
pension plan contributions could decrease the Company's cash available to pay its outstanding obligations and its net income and
increase the Company's outstanding indebtedness.
Based on current assumptions, the Company expects to make pension contributions of $21 million in 2020, $52 million in 2021,
$37 million in 2022, $69 million in 2023 and $115 million in 2024. Future changes in the factors used to determine pension
contributions, including investment performance of plan assets, could have a significant impact on the Company’s future
contributions and its cash flow available for debt reduction, capital expenditures or other purposes.
The difference between pension plan obligations and assets, or the funded status of the plans, significantly affects the net periodic
benefit costs of the Company's pension plans and the ongoing funding requirements of those plans. Among other factors, significant
volatility in the equity markets and in the value of illiquid alternative investments, changes in discount rates, investment returns
and the market value of plan assets can substantially increase the Company's future pension plan funding requirements and could
have a negative impact on the Company's results of operations and profitability. See Note R to the Company's audited consolidated
financial statements in this Annual Report. As long as the Company continues to maintain its various pension plans, the Company
will continue to incur additional pension obligations. The Company's pension plan assets consist primarily of common stocks and
fixed income securities and also include alternative investments such as interests in private equity and hedge funds. If the
performance of plan assets does not meet the Company's assumptions or discount rates decline, the underfunding of the pension
plans may increase and the Company may have to contribute additional funds to the pension plans, and the Company's pension
expense may increase. In addition, the Company's supplemental executive retirement plan and retiree medical plans are unfunded.
The Company's U.S. funded pension plan is subject to the Employee Retirement Income Security Act of 1974, or ERISA. Under
ERISA, the Pension Benefit Guaranty Corporation, or PBGC, has the authority to terminate an underfunded plan under certain
circumstances. In the event its U.S. pension plan is terminated for any reason while the plan is underfunded, the Company will
incur a liability to the PBGC that may be equal to the entire amount of the underfunding, which under certain circumstances may
be senior to the notes. In addition, as of December 31, 2019 the unfunded accumulated postretirement benefit obligation, as
calculated in accordance with U.S. generally accepted accounting principles, for retiree medical benefits was approximately $164
million, based on assumptions set forth under Note R to the Company's audited consolidated financial statements in this Annual
Report.
Acquisitions or investments that the Company is considering or may pursue could be unsuccessful, consume significant
resources and require the incurrence of additional indebtedness.
The Company may consider acquisitions and investments that complement its existing business. These possible acquisitions and
investments involve or may involve significant cash expenditures, debt incurrence (including the incurrence of additional
indebtedness under the Company's senior secured revolving credit facilities or other secured or unsecured debt), operating losses
and expenses that could have a material effect on the Company's financial condition and operating results.
In particular, if the Company incurs additional debt, the Company's liquidity and financial stability could be impaired as a result
of using a significant portion of available cash or borrowing capacity to finance an acquisition. Moreover, the Company may face
an increase in interest expense or financial leverage if additional debt is incurred to finance an acquisition, which may, among
other things, adversely affect the Company's various financial ratios and the Company's compliance with the conditions of its
existing indebtedness. In addition, such additional indebtedness may be incurred under the Company's senior secured credit
facilities or otherwise secured by liens on the Company's assets.
13
Acquisitions involve numerous other risks, including:
Crown Holdings, Inc.
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diversion of management time and attention;
failures to identify material problems and liabilities of acquisition targets or to obtain sufficient indemnification rights to
fully offset possible liabilities related to the acquired businesses;
difficulties integrating the operations, technologies and personnel of the acquired businesses;
inefficiencies and complexities that may arise due to unfamiliarity with new assets, businesses or markets;
disruptions to the Company's ongoing business;
inaccurate estimates of fair value made in the accounting for acquisitions and amortization of acquired intangible assets
which would reduce future reported earnings;
the inability to obtain required financing for the new acquisition or investment opportunities and the Company's existing
business;
the need or obligation to divest portions of an acquired business;
challenges associated with operating in new geographic regions;
difficulties in achieving anticipated cost savings, synergies, business opportunities and growth prospects;
potential loss of key employees, contractual relationships, suppliers or customers of the acquired businesses or of the
Company; and
inability to obtain required regulatory approvals.
To the extent the Company pursues an acquisition that causes it to incur unexpected costs or that fails to generate expected returns,
the Company's financial position, results of operations and cash flows may be adversely affected, and the Company's ability to
service its indebtedness may be negatively impacted.
The Company's principal markets may be subject to overcapacity and intense competition, which could reduce the Company's
net sales and net income.
Food and beverage cans are standardized products, allowing for relatively little differentiation among competitors. This could lead
to overcapacity and price competition among food and beverage can producers if capacity growth outpaced the growth in demand
for food and beverage cans and overall manufacturing capacity exceeded demand. These market conditions could reduce product
prices and contribute to declining revenue and net income and increasing debt balances. As a result of industry overcapacity
(including in developed markets and certain emerging markets) and price competition, the Company may not be able to increase
prices sufficiently to offset higher costs or to generate sufficient cash flow. The North American and Western European food and
beverage can markets, in particular, are considered to be mature markets, characterized by slow growth and a sophisticated
distribution system. Competitive pricing pressures, overcapacity, the failure to develop new product designs and technologies for
products, as well as other factors, such as consolidation among the Company's competitors, could cause the Company to lose
existing business or opportunities to generate new business and could result in decreased cash flow and net income.
The Company is subject to competition from substitute products and decreases in demand for its products, which could result
in lower profits and reduced cash flows.
The Company is subject to substantial competition from producers of alternative packaging made from glass, paper, flexible
materials and plastic. The Company's sales depend heavily on the volumes of sales by the Company's customers in the food and
beverage markets. Changes in preferences for products and packaging by consumers of prepackaged food and beverage cans
significantly influence the Company's sales. Changes in packaging by the Company's customers may require the Company to re-
tool manufacturing operations, which could require material expenditures. In addition, a decrease in the costs of, or a further
increase in consumer demand for, alternative packaging could result in lower profits and reduced cash flows for the Company. For
example, increases in the price of aluminum and steel and decreases in the price of plastic resin, which is a petrochemical product
and may fluctuate with prices in the oil and gas market, may increase substitution of plastic food and beverage containers for metal
containers or increases in the price of steel may increase substitution of aluminum packaging for aerosol products. Moreover, due
to its high percentage of fixed costs, the Company may be unable to maintain its gross margin at past levels if it is not able to
achieve high capacity utilization rates for its production equipment. In periods of low worldwide demand for its products or in
situations where industry expansion created excess capacity, the Company experiences relatively low capacity utilization rates in
its operations, which can lead to reduced margins during that period and can have an adverse effect on the Company's business.
The Transit Packaging Division also faces substantial competition from many regional and local competitors of various sizes in
the manufacture, distribution and sale of its products. Its products compete, to some extent, with various other packaging materials,
14
Crown Holdings, Inc.
including other products made of paper, plastics, wood and various types of metal. Although the division has long-term relationships
with many of its customers, these relationships are typically not contractual. As a result, its customers may unilaterally reduce
the purchase of its products and the division may not be able to quickly replace the revenue source, which could harm the Company's
financial results.
The Company's business results depend on its ability to understand its customers' specific preferences and requirements, and
to develop, manufacture and market products that meet customer demand.
The Company's ability to develop new product offerings for a diverse group of global customers with differing preferences, while
maintaining functionality and spurring innovation, is critical to its success. This requires a thorough understanding of the Company's
existing and potential customers on a global basis, particularly in potential high developing markets, including South America,
Eastern Europe and Asia (including India). Failure to deliver quality products that meet customer needs ahead of competitors could
have a significant adverse effect on the Company's business.
Loss of third-party transportation providers upon whom the Company depends or increases in fuel prices could increase the
Company's costs or cause a disruption in the Company's operations.
The Company depends generally upon third-party transportation providers for delivery of products to customers. Strikes,
slowdowns, transportation disruptions or other conditions in the transportation industry, including, but not limited to, shortages
of truck drivers, disruptions in rail service, decreases in the availability of vessels or increases in fuel prices, could increase the
Company's costs and disrupt Company’s operations and its ability to service customers on a timely basis.
The loss of a major customer and/or customer consolidation could reduce the Company's net sales and profitability.
Many of the Company's largest customers have acquired companies with similar or complementary product lines. This consolidation
has increased the concentration of the Company's business with its largest customers. In many cases, such consolidation has been
accompanied by pressure from customers for lower prices, reflecting the increase in the total volume of product purchased or the
elimination of a price differential between the acquiring customer and the company acquired. Increased pricing pressures from
the Company's customers may reduce the Company's net sales and net income.
The majority of the Company's sales are to companies that have leading market positions in the sale of packaged food, beverages
and household products to consumers. Although no one customer accounted for more than 10% of its net sales in the years ended
2019, 2018 or 2017, the loss of any of its major customers, a reduction in the purchasing levels of these customers or an adverse
change in the terms of supply agreements with these customers could reduce the Company's net sales and net income. A continued
consolidation of the Company's customers could exacerbate any such loss.
The Company's business is seasonal and weather conditions could reduce the Company's net sales.
The Company manufactures metal and glass packaging primarily for the food and beverage can market. Its sales can be affected
by weather conditions. Due principally to the seasonal nature of the soft drink, brewing, iced tea and other beverage industries, in
which demand is stronger during the summer months, sales of the Company's products have varied and are expected to vary by
quarter. Shipments in the U.S. and Europe are typically greater in the second and third quarters of the year. Unseasonably cool
weather can reduce consumer demand for certain beverages packaged in its containers. In addition, poor weather conditions that
reduce crop yields of packaged foods can decrease customer demand for its food containers.
The Company is subject to costs and liabilities related to stringent environmental and health and safety standards.
Laws and regulations relating to environmental protection and health and safety may increase the Company’s costs of operating
and reduce its profitability. The Company's operations are subject to numerous U.S. federal and state and non-U.S. laws and
regulations governing the protection of the environment, including those relating to operating permits, treatment, storage and
disposal of waste, the use of chemicals in the Company's products and manufacturing process, discharges into water, emissions
into the atmosphere, remediation of soil and groundwater contamination and protection of employee health and safety. Future
regulations may impose stricter environmental or employee safety requirements affecting the Company's operations or may impose
additional requirements regarding consumer health and safety, such as potential restrictions on the use of bisphenol-A, a starting
material used to produce internal and external coatings for some food, beverage, and aerosol containers and metal closures. Although
the U.S. FDA currently permits the use of bisphenol-A in food packaging materials and confirmed in a January 2010 update that
studies employing standardized toxicity tests have supported the safety of current low levels of human exposure to bisphenol-A,
the FDA in that January 2010 update noted that more research was needed, and further suggested reasonable steps to reduce
exposure to bisphenol-A. The FDA subsequently entered into a consent decree under which it agreed to issue, by March 31, 2012,
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Crown Holdings, Inc.
a final decision on a citizen’s petition requesting the agency take further regulatory steps with regard to bisphenol-A. On March
30, 2012, the FDA denied the request, responding, in part, that the appropriate course of action was to continue scientific study
and review of all new evidence regarding the safety of bisphenol-A. In March 2010, the EPA issued an action plan for bisphenol-
A, which includes, among other things, consideration of whether to add bisphenol-A to the chemical concern list on the basis of
potential environmental effects and use of the EPA’s Design for the Environment program to encourage reductions in bisphenol-
A manufacturing and use. Moreover, certain U.S. Congressional bodies, states and municipalities, as well as certain foreign nations
and some member states of the European Union, such as Denmark, Belgium and France, have considered, proposed or already
passed legislation banning or suspending the use of bisphenol-A in certain products or requiring warnings regarding bisphenol-
A. In July 2012, the FDA banned the use of bisphenol-A in baby bottles and children’s drinking cups, and in July 2013, the FDA
banned the use of bisphenol-A in epoxy resins that coat infant formula cans. In France, the production, importation, exportation
and the placement on the market of baby bottles containing bisphenol-A was suspended by a law of 2010. This suspension was
extended in 2013 to packaging and utensils for food intended for children under 3 and in 2015 to packaging and utensils for all
other foods. Following a decision of the French Constitutional Court, the suspension is currently limited to the importation and
the placement on the market of those packaging and utensils containing bisphenol-A. The law also includes certain product labeling
requirements. More generally, France is very attentive to the issue of endocrine disruptors and food safety (e.g. Food Conference
in 2017 (Etats généraux de l’alimentation)). In the first quarter of 2014, the European Food Safety Authority recommended that
the tolerable daily intake of bisphenol-A be lowered. Further, the U.S. or additional international, federal, state or other regulatory
authorities could restrict or prohibit the use of bisphenol-A in the future. For example, in 2015, the State of California declared
bisphenol-A a reproductive system hazard and listed BPA as a hazardous chemical under California’s Safe Water and Toxic
Environment Act, which may trigger a requirement to include warning labels on consumer items containing bisphenol-A. In
addition, recent public reports, litigation and other allegations regarding the potential health hazards of bisphenol-A could contribute
to a perceived safety risk about the Company's products and adversely impact sales or otherwise disrupt the Company's business.
While the Company is exploring various alternatives to the use of bisphenol-A and conversion to alternatives is underway in some
applications, there can be no assurance the Company will be completely successful in its efforts or that the alternatives will not
be more costly to the Company.
Also, for example, future restrictions in some jurisdictions on air emissions of volatile organic compounds and the use of certain
paint and lacquering ingredients may require the Company to employ additional control equipment or process modifications. The
Company’s operations and properties, both in the United States and abroad, must comply with these laws and regulations. In
addition, a number of governmental authorities in the United States and abroad have introduced or are contemplating enacting
legal requirements, including emissions limitations, cap and trade systems or mandated changes in energy consumption, in response
to the potential impacts of climate change. Given the wide range of potential future climate change regulations in the jurisdictions
in which the Company operates, the potential impact to the Company's operations is uncertain. In addition, the potential impact
of climate change on the Company's operations is highly uncertain. The impact of climate change may vary by geographic location
and other circumstances, including weather patterns and any impact to natural resources such as water.
A number of governmental authorities both in the U.S. and abroad also have enacted, or are considering, legal requirements relating
to product stewardship, including mandating recycling, the use of recycled materials and/or limitations on certain kinds of packaging
materials such as plastics. In addition, some companies with packaging needs have responded to such developments, and/or to
perceived environmental concerns of consumers, by using containers made in whole or in part of recycled materials. Such
developments may reduce the demand for some of the Company's products, and/or increase its costs.
The Company is subject to certain restrictions that may limit its ability to make payments on its debt out of the cash reserves
shown on the Company's consolidated financial statements.
The ability of the Company's subsidiaries and joint ventures to pay dividends, make distributions, provide loans or make other
payments to the Company may be restricted by applicable state and foreign laws, potentially adverse tax consequences and their
agreements, including agreements governing their debt.
In addition, the equity interests of the Company's joint venture partners or other shareholders in the Company's non-wholly owned
subsidiaries in any dividend or other distribution made by these entities would need to be satisfied on a proportionate basis with
the Company. As a result, the Company may not be able to access a portion of its cash flow to service the Company's debt.
The Company has a significant amount of goodwill that, if impaired in the future, would result in lower reported net income
and a reduction of its net worth.
Impairment of the Company's goodwill would require a write down of goodwill, which would reduce the Company's net income
in the period of any such write down. At December 31, 2019, the carrying value of the Company's goodwill was $4.4 billion. The
Company is required to evaluate goodwill reflected on its balance sheet at least annually, or when circumstances indicate a potential
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Crown Holdings, Inc.
impairment. If it determines that the goodwill is impaired, the Company would be required to write off a portion or all of the
goodwill.
If the Company fails to retain key management and personnel, the Company may be unable to implement its business plan.
Members of the Company's senior management have extensive industry experience, and it might be difficult to find new personnel
with comparable experience. Because the Company's business is highly specialized, the Company believes that it would also be
difficult to replace its key technical personnel. The Company believes that its future success depends, in large part, on its experienced
senior management team. Losing the services of key members of its management team could limit the Company's ability to
implement its business plan. In addition, under the Company's unfunded Senior Executive Retirement Plan certain members of
senior management are entitled to lump sum payments upon retirement or other termination of employment and a lump sum death
benefit of five times the annual retirement benefit.
A significant portion of the Company's workforce is unionized and labor disruptions could increase the Company's costs and
prevent the Company from supplying its customers.
A significant portion of the Company's workforce is unionized and a prolonged work stoppage or strike at any facility with unionized
employees could increase its costs and prevent the Company from supplying its customers. In addition, upon the expiration of
existing collective bargaining agreements, the Company may not reach new agreements without union action in certain jurisdictions
and any such new agreements may not be on terms satisfactory to the Company. If the Company is unable to negotiate acceptable
collective bargaining agreements, it may become subject to union-initiated work stoppages, including strikes. Moreover, additional
groups of currently non-unionized employees may seek union representation in the future.
Failure by the Company's joint venture partners to observe their obligations could adversely affect the business and operations
of the joint ventures and, in turn, the business and operations of the Company.
A portion of the Company's operations, including certain beverage can operations in Asia, the Middle East and South America, is
conducted through joint ventures. The Company participates in these ventures with third parties. In the event that the Company's
joint venture partners do not observe their obligations or are unable to commit additional capital to the joint ventures, it is possible
that the affected joint venture would not be able to operate in accordance with its business plans or that the Company would have
to increase its level of commitment to the joint venture.
If the Company fails to maintain an effective system of internal control, the Company may not be able to accurately report
financial results or prevent fraud.
Effective internal controls are necessary to provide reliable financial reports and to assist in the effective prevention of fraud. Any
inability to provide reliable financial reports or prevent fraud could harm the Company's business. The Company must annually
evaluate its internal procedures to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act of 2002, which requires
management and auditors to assess the effectiveness of internal controls. If the Company fails to remedy or maintain the adequacy
of its internal controls, as such standards are modified, supplemented or amended from time to time, the Company could be subject
to regulatory scrutiny, civil or criminal penalties or shareholder litigation.
In addition, failure to maintain adequate internal controls could result in financial statements that do not accurately reflect the
Company's financial condition. There can be no assurance that the Company will be able to complete the work necessary to fully
comply with the requirements of the Sarbanes-Oxley Act or that the Company's management and external auditors will continue
to conclude that the Company's internal controls are effective.
The Company is subject to litigation risks which could negatively impact its operations and net income.
The Company is subject to various lawsuits and claims with respect to matters such as governmental, environmental and employee
benefits laws and regulations, securities, labor, and actions arising out of the normal course of business, in addition to asbestos-
related litigation described under the risk factor titled “Pending and future asbestos litigation and payments to settle asbestos-
related claims could reduce the Company's cash flow and negatively impact its financial condition.” The Company is currently
unable to determine the total expense or possible loss, if any, that may ultimately be incurred in the resolution of such legal
proceedings. Regardless of the ultimate outcome of such legal proceedings, they could result in significant diversion of time by
the Company's management. The results of the Company's pending legal proceedings, including any potential settlements, are
uncertain and the outcome of these disputes may decrease its cash available for operations and investment, restrict its operations
or otherwise negatively impact its business, operating results, financial condition and cash flow.
17
Crown Holdings, Inc.
Some of the Company's transit packaging products are relied upon by customers or end users in their facilities or operations, or
are manufactured for relatively broad industrial, transportation or consumer use. The Company faces an inherent risk of exposure
to claims and damage to its reputation or brands in the event that the failure, use or misuse of its products results, or is alleged to
result, in death, bodily injury, property damage or economic loss. For instance, certain of these products may fail while being used
to transport heavy, industrial equipment. A successful product liability claim or series of claims against the Company, or a significant
warranty claim or series of claims, could have a material adverse effect on the Company.
In March 2015, the Bundeskartellamt, or German Federal Cartel Office (“FCO”), conducted unannounced inspections of the
premises of several metal packaging manufacturers, including one of the Company’s German subsidiaries. The local court order
authorizing the inspection cited FCO suspicions of anti-competitive agreements in the market for the supply of metal packaging
products. The Company conducted an internal investigation into the matter and discovered instances of inappropriate conduct by
certain employees of German subsidiaries of the Company. The Company cooperated with the FCO and submitted a leniency
application with the FCO which disclosed the findings of its internal investigation to date. In April 2018, the FCO discontinued
its national investigation and referred the matter to the European Commission (the “Commission”). Following the referral,
Commission officials conducted unannounced inspections of the premises of several metal packaging manufacturers, including
Company subsidiaries in Germany, France and the United Kingdom.
The Commission’s investigation is ongoing and, to date, the Commission has not officially charged the Company or any of its
subsidiaries with violations of competition law. The Company is cooperating with the Commission and submitted a leniency
application with the Commission with respect to the findings of the investigation in Germany referenced above. This
application may lead to the reduction of possible future penalties. At this stage of the investigation the Company believes that a
loss is probable but is unable to predict the ultimate outcome of the Commission’s investigation and is unable to estimate the
loss or possible range of losses that could be incurred, and has therefore not recorded a charge in connection with the actions by
the Commission. If the Commission finds that the Company or any of its subsidiaries violated competition law, fines levied by
the Commission could be material to the Company’s operating results and cash flows for the periods in which they are resolved
or become reasonably estimable.
The downturn in certain global economies could have adverse effects on the Company.
The downturn in certain global economies could have significant adverse effects on the Company's operations, including as a result
of any the following:
•
•
•
•
•
•
downturns in the business or financial condition of any of the Company's key customers or suppliers, potentially resulting
in customers' inability to pay the Company's invoices as they become due, or at all, or suppliers' failure to fulfill their
commitments;
potential losses associated with hedging activity by the Company for the benefit of the Company's customers including
counterparty risk associated with such hedging activity, or costs associated with changing suppliers;
a decline in the fair value of the Company's pension assets or a decline in discount rates used to measure the Company's
pension obligations, potentially requiring the Company to make significant additional contributions to its pension plans
to meet prescribed funding levels;
the deterioration of any of the lending parties under the Company's senior secured revolving credit facilities or the
creditworthiness of the counterparties to the Company's derivative transactions, which could result in such parties' failure
to satisfy their obligations under their arrangements with the Company;
noncompliance with the covenants under the Company's indebtedness as a result of a weakening of the Company's financial
position or results of operations; and
the lack of currently available funding sources, which could have a negative impact upon the liquidity of the Company
as well as that of its customers and suppliers.
The vote by the United Kingdom to leave the European Union could adversely affect the Company.
The United Kingdom has ceased to be a member of the European Union ("E.U.") on January 31, 2020, with a transition period
through December 31, 2020 (commonly referred to as "Brexit"). During such period, the United Kingdom continues to apply
E.U. law and is treated for all material purposes as part of the E.U. There is uncertainty as to the scope, nature and terms of the
relationship between the United Kingdom and the E.U. after Brexit as negotiations for the terms of the Brexit continue. The
uncertainty could continue to adversely affect economic and market conditions in the United Kingdom, in the E.U. and its
member states and elsewhere, and also contribute to uncertainty and instability in global financial markets. In particular, Brexit
18
Crown Holdings, Inc.
significantly impacts volatility, liquidity and/or the market value of securities. Accordingly, Brexit could adversely affect the
Company's business, results of operations, financial condition and cash flows.
The Company relies on its information technology and the failure or disruption of its information technology could disrupt its
operations and adversely affect its results of operations.
The Company's business increasingly relies on the successful and uninterrupted functioning of its information technology systems
to process, transmit, and store electronic information. A significant portion of the communication between the Company's personnel
around the world, customers, and suppliers depends on information technology. As with all large systems, the Company's
information technology systems may be susceptible to damage, disruptions or shutdowns due to failures during the process of
upgrading or replacing software, databases or components thereof, power outages, hardware failures, computer viruses, attacks
by computer hackers, telecommunication failures, user errors or catastrophic events. In addition, security breaches could result in
unauthorized disclosure of confidential information.
The concentration of processes in shared services centers means that any disruption could impact a large portion of the Company's
business within the operating zones served by the affected service center. If the Company does not allocate, and effectively manage,
the resources necessary to build, sustain and protect the proper technology infrastructure, the Company could be subject to
transaction errors, processing inefficiencies, loss of customers, business disruptions, the loss of or damage to intellectual property
through security breach, as well as potential civil liability and fines under various states' laws in which the Company does business.
While the Company has security measures in place designed to protect the integrity of customer information and prevent data loss,
misappropriation, and other security breaches, the Company's information technology system could nevertheless be penetrated by
outside parties intent on extracting information, corrupting information or disrupting business processes. In addition, if the
Company's information technology systems suffer severe damage, disruption or shutdown and the Company's business continuity
plans do not effectively resolve the issues in a timely manner, the Company may lose revenue and profits as a result of its inability
to timely manufacture, distribute, invoice and collect payments from its customers, and could experience delays in reporting its
financial results, including with respect to the Company's operations in emerging markets. Furthermore, if the Company is unable
to prevent security breaches, it may suffer financial and reputational damage because of lost or misappropriated confidential
information belonging to the Company or to its customers or suppliers. Failure or disruption of these systems, or the back-up
systems, for any reason could disrupt the Company's operations and negatively impact the Company's cash flows or financial
condition.
The Company may not be able to use all of its foreign tax credit carryforwards in the event it undergoes an ownership change
as defined by the U.S. Internal Revenue Code of 1986.
The Company has substantial foreign tax carryforwards that can, subject to complex limitations, reduce U.S. taxes owed on foreign
income. In the event the Company undergoes an ownership change as determined, its use of those foreign tax credit carryovers
may be severely curtailed under section 383 of the U.S. Internal Revenue Code of 1986. An ownership change may occur if the
percentage of the Company's stock owned by one or more 5% shareholders increases by more than 50 percentage points over the
lowest percentage of the Company's stock owned by those shareholders, measured over a three year period.
Changes in accounting standards, taxation requirements and other law could negatively affect the Company's financial results.
New accounting standards or pronouncements that may become applicable to the Company from time to time, or changes in the
interpretation of existing standards and pronouncements, could have a significant effect on the Company's reported results for the
affected periods. The Company is also subject to income tax in the numerous jurisdictions in which the Company operates. Increases
in income tax rates or other changes to tax laws could reduce the Company's after-tax income from affected jurisdictions or
otherwise affect the Company's tax liability. For example, while final regulations related to certain elements of the Tax Cuts and
Jobs Act of 2017 (the "Tax Act") have been promulgated, other elements, including the limitation of tax deductions for interest
expense, the treatment of global intangible low-taxed income and foreign-derived intangible income for Corporate taxpayers and
the allocation of deductions for purposes of computing the foreign tax credit limitation, among others, are pending final regulations
from the Internal Revenue Service and the enactment of these final regulations could adversely affect the Company's financial
results.
In addition, the Company's products are subject to import and excise duties and/or sales or value-added taxes in many jurisdictions
in which it operates. Increases in indirect taxes could affect the Company's products' affordability and therefore reduce demand
for its products.
19
Crown Holdings, Inc.
The Company may experience significant negative effects to its business as a result of new federal, state or local taxes, increases
to current taxes or other governmental regulations specifically targeted to decrease the consumption of certain types of beverages.
Public health and government officials have become increasingly concerned about the health consequences associated with
over-consumption of certain types of beverages, such as sugar-sweetened beverages and including those sold by certain of the
Company's significant customers. Possible new federal, state or local taxes, increases to current taxes or other governmental
regulations specifically targeted to decrease the consumption of these beverages may significantly reduce demand for the
beverages of the Company's customers, which could in turn affect demand of the Company's customers for the Company's
products. For example, taxes on certain sugar-sweetened beverages have been enacted in France, the United Kingdom, and
Mexico. France has also imposed taxes on energy drinks using certain amounts of taurine and caffeine. Some state and local
governments are also considering similar taxes, and Philadelphia, Pennsylvania (where the Company's Americas and Corporate
headquarters were located prior to September 2018), Cook County, Illinois (where the Company's Transit Packaging
headquarters is located), and several cities in California have enacted taxes on certain sugar-sweetened beverages. The
imposition of such taxes may decrease the demand for certain soft drinks and beverages that the Company's customers produce,
which may cause the Company's customers to respond by decreasing their purchases from the Company. Consumer tax
legislation and future attempts to tax sugar-sweetened or energy drinks by other jurisdictions could reduce the demand for the
Company's products, adversely affect the Company's profitability and materially adversely affect the Company's business and
financial results.
The Company's senior secured credit facilities provide that certain change of control events constitute an event of default. In
the event of a change of control, the Company may not be able to satisfy all of its obligations under the senior secured credit
facilities or other indebtedness.
The Company may not have sufficient assets or be able to obtain sufficient third-party financing on favorable terms to satisfy all
of its obligations under the Company's senior secured credit facilities or other indebtedness in the event of a change of control.
The Company's senior secured credit facilities provide that certain change of control events constitute an event of default under
the senior secured credit facilities. Such an event of default entitles the lenders thereunder to, among other things, cause all
outstanding debt obligations under the senior secured credit facilities to become due and payable and to proceed against the
collateral securing the senior secured credit facilities. Any event of default or acceleration of the senior secured credit facilities
will likely also cause a default under the terms of other indebtedness of the Company. In addition, the indentures governing certain
of the Company's outstanding notes require that the Company offer to repurchase the notes at an offer price of 101% of principal
upon certain change of control repurchase events.
The loss of the Company's intellectual property rights may negatively impact its ability to compete.
If the Company is unable to maintain the proprietary nature of its technologies, its competitors may use its technologies to compete
with it. The Company has a number of patents covering various aspects of its products, including its SuperEnd® beverage can end,
whose primary patent expired in 2016, Easylift™ full aperture steel food can ends, PeelSeam™ and PeelFit™ flexible lidding and
Ideal™ product line. The Company's patents may not withstand challenge in litigation, and patents do not ensure that competitors
will not develop competing products or infringe upon the Company's patents. Moreover, the costs of litigation to defend the
Company's patents could be substantial and may outweigh the benefits of enforcing its rights under its patents. The Company
markets its products internationally and the patent laws of foreign countries may offer less protection than the patent laws of the
United States. Not all of the Company's domestic patents have been registered in other countries. The Company also relies on
trade secrets, know-how and other unpatented proprietary technology, and others may independently develop the same or similar
technology or otherwise obtain access to the Company's unpatented technology. In addition, the Company has from time to time
received letters from third parties suggesting that it may be infringing on their intellectual property rights, and third parties may
bring infringement suits against the Company, which could result in the Company needing to seek licenses from these third parties
or refraining altogether from use of the claimed technology.
Demand for the Company's products could be affected by changes in laws and regulations applicable to food and beverages
and changes in consumer preferences.
The Company manufactures and sells metal and glass packaging primarily for the food and beverage can market. As a result, many
of the Company's products come into direct contact with food and beverages. Accordingly, the Company's products must comply
with various laws and regulations for food and beverages applicable to its customers. Changes in such laws and regulations could
negatively impact customers' demand for the Company's products as they comply with such changes and/or require the Company
to make changes to its products. Such changes to the Company's products could include modifications to the coatings and compounds
that the Company uses, possibly resulting in the incurrence of additional costs. Additionally, because many of the Company's
products are used to package consumer goods, the Company is subject to a variety of risks that could influence consumer behavior
20
Crown Holdings, Inc.
and negatively impact demand for the Company's products, including changes in consumer preferences driven by various health-
related concerns and perceptions.
ITEM 1B.
UNRESOLVED STAFF COMMENTS
There are no unresolved written comments that were received from the SEC staff 180 days or more before the end of the Company’s
fiscal year relating to its periodic or current reports under the Securities Exchange Act of 1934.
ITEM 2.
PROPERTIES
As of December 31, 2019, the Company operated 239 manufacturing facilities of which 69 were leased. The Company has four
divisions, primarily defined geographically, within which it manufactures and markets its products. The Americas Division had
48 operating facilities of which eight were leased. Within the Americas Division, 28 facilities operated in the U.S. of which six
were leased. The European Division had 60 operating facilities of which nine were leased and the Asia Pacific Division had 28
operating facilities of which three were leased. The Transit Packaging Division had 100 operating facilities of which 47 were
leased. The Company also had three canmaking equipment and spare part operations in the U.S. and the U.K., one of which was
a leased facility. Certain leases provide renewal or purchase options. The principal manufacturing facilities at December 31, 2019
are listed below and are grouped by product and by division.
The Company’s Americas and Corporate headquarters is in Yardley, Pennsylvania. Its European headquarters is in Baar, Switzerland,
its Asia Pacific headquarters is in Singapore and its Transit Packaging headquarters is in Glenview, Illinois. The Company maintains
research facilities in Alsip, Illinois and Wantage, England.
The Company’s manufacturing and support facilities are designed according to the requirements of the products to be manufactured.
Therefore, the type of construction may vary from plant to plant. Warehouse space is generally provided at each of the manufacturing
locations, although the Company also leases outside warehouses.
Ongoing productivity improvements and cost reduction efforts in recent years have focused on upgrading and modernizing facilities
to reduce costs, improve efficiency and productivity and phase out uncompetitive facilities. The Company has also opened new
facilities to meet increases in market demand for its products. These actions reflect the Company’s continued commitment to
realign manufacturing facilities to maintain its competitive position in its markets. The Company continually reviews its operations
and evaluates strategic opportunities. Further discussion of the Company’s recent restructuring actions is contained within
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” under the caption “Provision for
Restructuring,” and under Note L to the consolidated financial statements.
Utilization of any particular facility varies based upon product demand. While not possible to measure with any degree of certainty
or uniformity the productive capacity of these facilities, management believes that, if necessary, production can be increased at
several existing facilities through the addition of personnel, capital equipment and, in some facilities, square footage available for
production. In addition, the Company may from time to time acquire additional facilities or dispose of existing facilities.
Excluded from the list below are operating facilities in unconsolidated subsidiaries as well as service or support facilities. The
service or support facilities include machine shop operations, plant operations dedicated to printing for cans and closures, coil
shearing, coil coating and RD&E operations. Some operating facilities produce more than one product but have been presented
below under the product with the largest contribution to sales.
21
Crown Holdings, Inc.
Americas
Europe
Beverage
and
Closures
Kankakee, IL
Mankato, MN
Manaus, Brazil
Custines, France
Ponta Grossa, Brazil
Korinthos, Greece
Batesville, MS
Rio Verde, Brazil
Patras, Greece
Nichols, NY
Dayton, OH
Cheraw, SC
Conroe, TX
Calgary, Canada
Weston, Canada
Amman, Jordan
Dammam, Saudi Arabia
Osmaniye, Turkey
Santafe de Bogota,
Jeddah, Saudi Arabia
Dubai, UAE
Sevilla, Spain
Valencia, Spain
El Agba, Tunisia
Izmit, Turkey
Botcherby, U.K.
Braunstone, U.K.
Colombia
Kosice, Slovakia
Fort Bend, TX
Chihuahua, Mexico
Agoncillo, Spain
Winchester, VA
Ensenada, Mexico
Olympia, WA
Guadalajara,
La Crosse, WI
Mexico
Worland, WY
Monterrey, Mexico (2)
Cabreuva, Brazil
Orizaba, Mexico
Teresina, Brazil
Toluca, Mexico
Estancia, Brazil
Asia Pacific
Phnom Penh, Cambodia (2)
Sihanoukville, Cambodia
Hangzhou, China
Heshan, China
Ziyang, China
Karawang, Indonesia
Bangi, Malaysia
Yangon, Myanmar
Singapore
Nong Khae, Thailand
Danang, Vietnam
Dong Nai, Vietnam
Hanoi, Vietnam
Ho Chi Minh City, Vietnam
Food
and
Closures
Owatonna, MN
Hanover, PA
Carpentras, France
Abidjan, Ivory Coast
Bangpoo, Thailand
Omaha, NE
Suffolk, VA
Concarneau, France
Toamasina, Madagascar
Hat Yai, Thailand
Lancaster, OH
Oshkosh, WI
Laon, France
Agadir, Morocco
Nakhon Pathom, Thailand
Massillon, OH
Kingston, Jamaica
Nantes, France
Casablanca, Morocco
Samrong, Thailand
Mill Park, OH
La Villa, Mexico
Outreau, France
Connellsville, PA
Barbados, West Indies
Perigueux, France
Goleniow, Poland
Pruszcz, Poland
Songkhla, Thailand
Mühldorf, Germany
Alcochete, Portugal
Seesen, Germany (2)
Novotitarovskaya, Russia
Thessaloniki, Greece
Timashevsk, Russia
Tema, Ghana
Aldeanueva De Ebro, Spain
Kornye, Hungary
Las Torres De Cotillas,
Nagykoros, Hungary
Spain
Athy, Ireland
Aprilia, Italy
Battipaglia, Italy
Llanera, Spain
Merida, Spain
Osuna, Spain
Calerno S. Ilario d’Enza,
Pontavedra, Spain
Italy
Sevilla, Spain
Nocera Superiore, Italy
Karacabey, Turkey
Parma, Italy
Wisbech, U.K.
Aerosol
Alsip, IL
Decatur, IL
Faribault, MN
Spartanburg, SC
Spilamberto, Italy (2)
Sutton, U.K.
Promotional
& Specialty
Packaging
Belcamp, MD
Chatillon-sur-Seine, France Carlisle, U.K.
Hoorn, Netherlands
Mansfield, U.K.
Henan, China
Huizhou, China
Kunshan, China
Qingdao Chengyan, China
Shanghai, China
Tianjin, China
Singapore
Dong Nai, Vietnam
Canmaking
Equipment
and Other
Norwalk, CT
Trevose, PA
Chippewa Falls, WI
Shipley, U.K. (2)
Acayucan, Mexico
22
Crown Holdings, Inc.
Americas
Europe
Asia Pacific
Transit
Packaging
Benton, AR (2)
Fordyce, AR
Cincinnati, OH
Virton, Belgium
Gorey, Ireland
Derrimut, Australia
Cleveland, OH
Kardjali, Bulgaria
Kilkenny, Ireland
Kurri Kurri, Australia
Sheridan, AR
Loveland, OH
Noerresundby, Denmark
Nairobi, Kenya
Qingdao, China
Phoenix, AZ
Elizabethtown, PA
Soenderborg, Denmark
Heerlen, Netherlands
Bangalore, India (3)
Bay Point, CA
Hazleton, PA
Liljendal, Finland
Nuenen, Netherlands
Dahej, India
Stockton, CA
South Canaan, PA
Masku, Finland
Zwijndrecht, Netherlands
Karnataka, India
Denver, CO
Imperial, PA
Castelsarrasin, France
Kosice, Slovakia
Rudrapur, India
Carrollton, GA
East Providence, RI (2) Fontaine les Luxeuil,
Burseryd, Sweden
Rudraram, India (2)
Douglasville, GA
Chapin, SC
France
Hjo, Sweden
Silvassa, India (2)
LaGrange, GA
Darlington, SC (2)
Manneville sur Risle,
Sandared, Sweden
Pohang, South Korea
Macon, GA
Greer, SC
France
Ystad, Sweden
Sriracha, Thailand
Bridgeview, IL
Latta, SC
Tournus, France
Dietikon, Switzerland (2)
Dixmoor, IL
Orange, TX
Dinslaken, Germany (2)
Merenschwand, Switzerland
Glenview, IL
San Antonio, TX
Goldkronach, Germany
Izmir, Turkey
Kankakee, IL (2)
Danville, VA
Hilden, Germany
Andover, U.K.
Elkhart, IN
Martinsville, VA
Nurnberg, Germany
Dudley, U.K.
Gary, IN
Woodland, WA
Weischlitz, Germany
Florence, KY
Cabreuva, Brazil
Monroe, LA
Cambridge Ontario,
West Monroe, LA
Canada
Brighton, MI
Amatlan de los Reyes,
Eden, NC
Mexico
Salisbury, NC (2)
Cienega de Flores,
Irvington, NJ
Mexico
Newark, NJ
Toluca, Mexico
ITEM 3.
LEGAL PROCEEDINGS
Crown Cork is one of many defendants in a substantial number of lawsuits filed throughout the U.S. by persons alleging bodily
injury as a result of exposure to asbestos. These claims arose from the insulation operations of a U.S. company, the majority of
whose stock Crown Cork purchased in 1963. Approximately ninety days after the stock purchase, this U.S. company sold its
insulation assets and was later merged into Crown Cork. At December 31, 2019, the accrual for pending and future asbestos claims
and related legal costs that are probable and estimable was $273 million.
The Company has been identified by the Environmental Protection Agency as a potentially responsible party (along with others,
in most cases) at a number of sites.
Further information on these matters and other legal proceedings is presented within “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” under the captions “Provision for Asbestos” and “Environmental Matters,” within
the risk factor titled "The Company is subject to litigation risks which could negatively impact its operations and net income" and
under Note O and Note P to the consolidated financial statements.
ITEM 4.
MINE SAFETY DISCLOSURES
Not applicable.
INFORMATION ABOUT OUR EXECUTIVE OFFICERS
Information concerning the principal executive officers of the Company, including their ages and positions, is set forth in “Directors,
Executive Officers and Corporate Governance” of this Annual Report.
23
Crown Holdings, Inc.
PART II
ITEM 5.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES
The Registrant’s common stock is listed on the New York Stock Exchange under ticker symbol CCK. On February 27, 2020 there
were 3,825 registered shareholders of the Registrant’s common stock, including 1,352 participants in the Company’s Employee
Stock Purchase Plan. The market price of the Registrant’s common stock at December 31, 2019 is set forth in Part II of this Annual
Report under Quarterly Data (unaudited). The foregoing information regarding the number of registered shareholders of common
stock does not include persons holding stock through clearinghouse systems. Details regarding the Company’s policy as to payment
of cash dividends and repurchase of shares are set forth under Note T to the consolidated financial statements included in this
Annual Report. Information with respect to shares of common stock that may be issued under the Company’s equity compensation
plans is set forth in “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters,” of
this Annual Report.
Issuer Purchases of Equity Securities
During the three months ended December 31, 2019, there were 71,288 of the Company's shares surrendered to cover taxes on the
vesting of restricted stock.
24
Crown Holdings, Inc.
COMPARATIVE STOCK PERFORMANCE (a)
Comparison of Five-Year Cumulative Total Return (b)
Crown Holdings, S&P 500 Index, Dow Jones U.S. Containers & Packaging Index (c)
200
150
100
101
96
100
114
114
103
138
136
111
132
111
82
174
143
142
50
2014
2015
Crown Holdings
2016
2017
Year Ended December 31
2018
2019
S&P 500 Index
Dow Jones U.S. Containers & Packaging Index
December 31,
Crown Holdings
S&P 500 Index
Dow Jones U.S. Containers & Packaging Index
2014
2015
2016
2017
2018
2019
$
100
100
100
$
100
101
96
$
103
114
114
$
111
138
136
$
82
132
111
$
143
174
142
(a) The preceding Comparative Stock Performance Graph is not deemed filed with the SEC and shall not be incorporated by reference in
any of the Company's filings under the Security Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the
date hereof and irrespective of any general incorporation language in any such filing.
(b) Assumes that the value of the investment in Crown Holdings common stock and each index was $100 on December 31, 2014 and that
all dividends were reinvested.
(c) Industry index is weighted by market capitalization and, as of December 31, 2019, was composed of Crown Holdings, Amcor, AptarGroup,
Avery Dennison, Ball, Berry Global, Graphic Packaging, International Paper, O-I Glass, Packaging Corp. of America, Sealed Air, Silgan,
Sonoco and WestRock.
25
Crown Holdings, Inc.
ITEM 6.
SELECTED FINANCIAL DATA
(in millions, except per share, ratios and other statistics)
Summary of Operations
Net sales
Cost of products sold, excluding depreciation and
amortization
Depreciation and amortization
Selling and administrative expense
Provision for asbestos
Restructuring and other
Goodwill impairment
Loss from early extinguishments of debt
Other pension and postretirement
Interest expense, net of interest income
Foreign exchange
Income before income taxes and equity earnings
Provision for income taxes
Equity in net earnings of affiliates
Net income
Net income attributable to noncontrolling interests
Net income attributable to Crown Holdings
Financial Position at December 31
Working capital
Total assets (d)
Total cash and cash equivalents
Total debt
Total equity
Common Share Data (dollars per share)
Earnings:
Basic
Diluted
Market price on December 31
Number of shares outstanding at year-end
Average shares outstanding:
Basic
Diluted
2019
2018 (a) (b)
2017
2016
2015 (c)
$
11,665
$
11,151
$
8,698
$
8,284
$
8,762
9,349
490
631
—
(26)
25
27
13
361
9
786
166
5
625
(115)
510
103
15,505
607
7,955
2,092
$
$
9,028
425
558
—
44
—
—
(25)
363
18
740
216
4
528
(89)
439
166
15,262
607
8,663
1,286
$
$
7,006
247
367
3
51
—
7
(53)
237
4
829
401
—
428
(105)
323
$
6,623
247
366
21
30
—
37
(24)
231
(16)
769
186
—
583
(87)
496
$
7,140
237
382
26
64
—
9
(14)
259
20
639
178
—
461
(68)
393
(176) $
(55) $
10,663
424
5,314
923
9,599
559
4,911
668
141
10,050
717
5,518
385
$
3.81
3.78
$
3.28
3.28
$
2.39
2.38
$
3.58
3.56
2.85
2.82
72.54
135.6
133.9
134.9
41.57
56.25
52.57
50.70
135.2
134.3
139.8
139.4
133.6
133.9
135.3
135.6
138.5
139.3
137.9
139.1
$
$
$
(a) On January 1 2018, the Company adopted new accounting guidance on accounting for revenue recognition. This guidance
was applied on a modified retrospective basis. Prior period amounts have not been recast and continue to be reported in
accordance with accounting guidance in effect for those periods.
(b) Includes the results of the Signode acquisition from April 3, 2018 through December 31, 2018.
(c) Includes the results of the Empaque acquisition from February 18, 2015 through December 31, 2015.
(d) On January 1, 2019, the Company adopted new accounting guidance on lease accounting. This guidance was applied on a
modified retrospective basis. Prior period amounts have not been recast and continue to be reported in accordance with
accounting guidance in effect for those periods.
26
Crown Holdings, Inc.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
(in millions, except per share, average settlement cost per asbestos claim, employee, shareholder and statistical data)
INTRODUCTION
The following discussion summarizes the significant factors affecting the results of operations and financial condition of Crown
Holdings, Inc. (the "Company") as of and during the three-year period ended December 31, 2019. This discussion should be read
in conjunction with the consolidated financial statements included in this Annual Report.
BUSINESS STRATEGY AND TRENDS
The Company's strategy is to grow its businesses in targeted growth markets, while improving operations and results in more
mature markets through disciplined pricing, cost control and careful capital allocation.
In April 2018, the Company completed its acquisition of Signode Industrial Group, a leading global provider of transit packaging
systems and solutions, for consideration of $3.9 billion. With the acquisition, the Company added a portfolio of premier transit
and protective packaging franchises to its existing metal packaging businesses, thereby broadening and diversifying its customer
base and product offerings and significantly increasing cash flow.
In November 2019, the Company announced a Board-led review of the Company's portfolio and capital allocation, which is
ongoing.
The Company's global beverage can business continues to be a major strategic focus for organic growth. For several years, global
industry demand for beverage cans has been growing and this is expected to continue in the coming years. After many years of
relatively flat volumes, beverage can growth in North America has accelerated mainly due to the outsized portion of new beverage
products being introduced in cans versus other packaging formats. In addition, markets such as Brazil, Europe and Southeast Asia
have also experienced higher volumes and market expansion. Beverage cans are the world’s most sustainable and recycled beverage
packaging and continue to gain market share in new beverage product launches. The Company continues to drive brand
differentiation by increasing its ability to offer multiple product sizes.
In addition, the Company continues to generate strong returns on invested capital and significant cash flow from its non-beverage
can operations including its global food can and transit packaging businesses. The Company's primary capital allocation focus
will be to reduce leverage, as was successfully accomplished following previous acquisitions, and begin to return capital to its
shareholders.
RESULTS OF OPERATIONS
The key measure used by the Company in assessing performance is segment income, a non-GAAP measure generally defined by
the Company as income from operations adjusted to exclude intangibles amortization charges, provisions for asbestos and
restructuring and other, and the impact of fair value adjustments to inventory acquired in an acquisition.
The foreign currency translation impacts referred to in the discussion below were primarily due to changes in the euro and pound
sterling in the Company's European segments, the Canadian dollar and Mexican peso in the Company's Americas segments, the
Chinese renminbi, Malaysian ringgit and Thai baht in the Company's Asia Pacific segment and the euro in the Company's Transit
Packaging segment. The Company calculates the impact of foreign currency translation by multiplying or dividing, as appropriate,
current year U.S. dollar results by the current year average foreign exchange rates and then multiplying or dividing, as appropriate,
those amounts by the applicable prior year average exchange rates.
NET SALES AND SEGMENT INCOME
Net sales
Year ended December 31, 2019 compared to 2018
2019
$11,665
2018
$ 11,151
2017
$ 8,698
Net sales increased primarily due to $569 from an additional three months of Signode's operations and 3% higher global
beverage sales unit volumes, partially offset by the impact of foreign currency translation.
27
Year ended December 31, 2018 compared to 2017
Crown Holdings, Inc.
Net sales increased primarily due to $1,800 from the acquisition of Signode, pass-through of higher raw material costs, 4% higher
global beverage sales unit volumes, $134 from the impact of foreign currency translation and $27 from the impact of new accounting
guidance adopted during the year which accelerated the timing of revenue recognition on certain products.
Americas Beverage
The Americas Beverage segment manufactures aluminum beverage cans and ends, steel crowns, glass bottles and aluminum
closures and supplies a variety of customers from its operations in the U.S., Brazil, Canada, Colombia and Mexico. The U.S. and
Canadian beverage can markets have experienced recent market growth due to the introduction of new beverage products in cans
versus other packaging formats. To meet volume requirements in the U.S. and Canadian beverage can markets, the Company has
begun construction of a third line at its Nichols, NY facility which is expected to begin production during the second quarter of
2020. Additionally, a new beverage can line at the Weston, Ontario plant began production in January 2020.
In Brazil and Mexico, the Company's sales unit volumes have increased in recent years primarily due to market growth driven by
increased per capita incomes and consumption, combined with an increased preference for cans over other forms of beverage
packaging. In January 2018, the Company commenced operations at a new glass bottle facility in Chihuahua, Mexico, to serve
the expanding beer market in the northern part of the country. Additionally, in November 2019, the Company commenced operations
at a new one-line beverage can facility in Rio Verde, Brazil.
Net sales and segment income in the Americas Beverage segment were as follows:
Net sales
Segment income
Year ended December 31, 2019 compared to 2018
2019
$ 3,369
534
2018
$ 3,282
454
2017
$ 2,928
470
Net sales increased primarily due to 2% higher sales unit volumes partially offset by the pass-through of lower aluminum costs
and $20 from the impact of foreign currency translation.
Segment income increased primarily due to higher sales unit volumes, lower freight costs and improved pricing in North
America.
Year ended December 31, 2018 compared to 2017
Net sales increased primarily due to 6% higher sales unit volumes and the pass-through of higher aluminum costs of $167 partially
offset by $11 from the impact of foreign currency translation.
Segment income decreased primarily due to higher freight costs in North America, which offset the impact of higher sales unit
volumes.
European Beverage
The Company's European Beverage segment manufactures steel and aluminum beverage cans and ends and supplies a variety of
customers from its operations throughout Europe, the Middle East and North Africa. In recent years, the Western European beverage
can markets have been growing.
In October 2018, the first line of a new beverage can plant in Valencia, Spain began operations and a second line began operations
in February 2019. The multi-year project to convert beverage can capacity in Spain from steel to aluminum is nearing completion
as both lines in the Seville, Spain plant, which have multi-size capability, will be in commercial production in the second quarter
of 2020. Additionally, in December 2018, the Company commenced operations at a new one-line plant in Parma, Italy.
28
Net sales and segment income in the European Beverage segment were as follows:
Crown Holdings, Inc.
Net sales
Segment income
Year ended December 31, 2019 compared to 2018
2019
$ 1,497
2018
$ 1,489
190
193
2017
$ 1,457
235
Net sales increased primarily due to 6% higher sales unit volumes, partially offset by $56 related to the impact of foreign
currency translation and the pass-through of lower aluminum costs.
Segment income decreased primarily due to higher depreciation related to recent capacity expansion and line conversions and
$5 from the impact of foreign currency translation, partially offset by higher sales unit volumes.
Year ended December 31, 2018 compared to 2017
Net sales increased primarily due to $34 related to the impact of foreign currency translation and the pass-through of higher raw
material costs, partially offset by 10% lower sales unit volumes in the Middle East.
Segment income decreased primarily due to lower sales in the Middle East and higher startup costs at new operations.
European Food
The European Food segment manufactures steel and aluminum food cans and ends and metal vacuum closures, and supplies a
variety of customers from its operations throughout Europe and Africa. The European food can market is a mature market where
consumer preference continues to favor the can due to product protection and food preservation, however, challenging harvest
yields have led to volume declines in recent years.
Net sales and segment income in the European Food segment were as follows:
Net sales
Segment income
Year ended December 31, 2019 compared to 2018
2019
$ 1,887
205
2018
$ 1,982
257
2017
$ 1,935
264
Net sales decreased primarily due to $102 from the impact of foreign currency translation, partially offset by the pass-through
of higher raw material costs.
Segment income decreased primarily due to unfavorable product mix, higher tinplate and other operating costs that were not
fully passed through in selling price and $11 from the impact of foreign currency translation.
Year ended December 31, 2018 compared to 2017
Net sales increased primarily due to the pass-through of higher tinplate costs and $78 related to the impact of foreign currency
translation partially offset by 6% lower sales unit volumes. Lower sales unit volumes were primarily the result of lower demand
due to challenging weather conditions which resulted in poor harvest yields.
Segment income decreased primarily due to lower sales unit volumes, partially offset by improved cost performance and $10
related to the impact of foreign currency translation.
Asia Pacific
The Company's Asia Pacific segment consists of beverage can operations in Cambodia, China, Indonesia, Malaysia, Myanmar,
Singapore, Thailand and Vietnam and non-beverage can operations, primarily food cans and specialty packaging. In recent years,
the beverage can market in Southeast Asia has been growing. Production began at a new beverage can plant in Yangon, Myanmar
in July 2018. A third beverage can line at the Phnom Penh, Cambodia plant commenced operations in January 2019 and the
Company has begun construction of a new beverage can plant in Nong Khae, Thailand, which will begin production during the
third quarter of 2020. In response to market conditions in China, the Company closed its Putian facility in 2018 and its Huizhou
29
Crown Holdings, Inc.
facility in early 2019. Following these closures, the Company has three beverage can plants in China with approximately $75 in
annual sales.
Net sales and segment income in the Asia Pacific segment were as follows:
Net sales
Segment income
Year ended December 31, 2019 compared to 2018
2019
$ 1,290
2018
$ 1,316
2017
$ 1,177
194
186
168
Net sales decreased primarily due to lower sales unit volumes related to plant closures in China and the pass-through of lower
aluminum costs, partially offset by 12% higher sales unit volumes in Southeast Asia.
Segment income increased due to higher sales unit volumes.
Year ended December 31, 2018 compared to 2017
Net sales increased primarily due to 13% higher sales unit volume in Southeast Asia and $21 related to the impact of foreign
currency translation, partially offset by lower sales related to the closure of the Beijing beverage can facility in 2017.
Segment income increased primarily due to higher sales unit volumes.
Transit Packaging
On April 3, 2018, the Company completed its acquisition of Signode, which is reported as the Company's Transit Packaging
segment. The Transit Packaging segment includes the Company's global industrial and protective solutions and equipment and
tools businesses.
Net sales and segment income in the Transit Packaging segment were as follows:
Net sales
Segment income
Year ended December 31, 2019 compared to 2018
2019
$ 2,274
290
2018
1,800
255
Net sales and segment income increased primarily due to $569 and $73 from an additional quarter of ownership in 2019 partially
offset by lower sales unit volumes due to a slowdown in manufacturing activity in many global markets, unfavorable product mix
and $33 and $4 from the impact of foreign currency translation.
Non-reportable Segments
The Company's non-reportable segments include its North American food can business, its European aerosol can and promotional
packaging business, its North American aerosol can business and its tooling and equipment operations in the U.S. and U.K.
Net sales and segment income in non-reportable segments were as follows:
Net sales
Segment income
Year ended December 31, 2019 compared to 2018
2019
$ 1,348
2018
$ 1,282
2017
$ 1,201
126
122
123
Net sales increased primarily due to the pass-through of higher tinplate costs and 5% higher sales unit volumes in the
Company's North America food can business partially offset by lower sales unit volumes in the Company's equipment
operations and $17 from the impact of foreign currency translation.
30
Crown Holdings, Inc.
Segment income increased primarily due to higher sales unit volumes and lower freight costs in the Company's North America
food can business and favorable product mix in the Company's equipment operations, partially offset by higher tinplate and
other operating costs in the Company's global aerosol businesses that were not fully passed through in selling price.
Year ended December 31, 2018 compared to 2017
Net sales increased primarily due to $67 related to the pass-through of higher tinplate costs in the North America food can business
and global aerosol businesses and $12 related to the impact of foreign currency translation. Higher sales volumes in the Company's
North America food can business and equipment operations were offset by lower sales unit volumes in the Company's global
aerosol businesses.
Segment income was comparable as the impact of higher sales unit volumes in the North America food can business and the
Company's equipment operations were partially offset by higher freight costs in the North America food can business.
Corporate and unallocated
Corporate and unallocated
2019
2018
2017
$
(158)
$
(139)
$
(143)
Corporate and unallocated costs increased from 2018 to 2019 primarily due to higher incentive compensation in 2019 and lower
claims activity in 2018.
COST OF PRODUCTS SOLD (EXCLUDING DEPRECIATION AND AMORTIZATION)
Cost of products sold (excluding depreciation and amortization) increased from $9,028 in 2018 to $9,349 in 2019 primarily due
to the Signode acquisition in April 2018, partially offset by $214 from the impact of foreign currency translation.
Cost of products sold (excluding depreciation and amortization) increased from $7,006 in 2017 to $9,028 in 2018 primarily due
to the Signode acquisition, the impact of higher raw material costs and $115 from the impact of foreign currency translation.
Cost of products sold (excluding depreciation and amortization) as a percentage of net sales was 80% in 2019 and 81% in 2018
and 2017.
DEPRECIATION AND AMORTIZATION
Depreciation and amortization expense increased from $425 in 2018 to $490 in 2019 primarily due to the impact of an additional
quarter of ownership of Signode in 2019 and higher depreciation due to recent capacity expansion.
Depreciation and amortization expense increased from $247 in 2017 to $425 in 2018 primarily due to the impact of the Signode
acquisition.
SELLING AND ADMINISTRATIVE EXPENSE
Selling and administrative expense increased from $367 in 2017 to $558 in 2018 and $631 in 2019 primarily due to the impact of
the Signode acquisition.
INTEREST EXPENSE
Interest expense decreased from $384 in 2018 to $378 in 2019 primarily due to lower interest rates offset by higher average
outstanding debt incurred to finance the Signode acquisition.
Interest expense increased from $252 in 2017 to $384 in 2018 primarily due to higher outstanding debt from borrowings incurred
to finance the Signode acquisition.
31
Crown Holdings, Inc.
TAXES ON INCOME
The Company's effective income tax rates were as follows:
Income before income taxes
Provision for income taxes
Effective income tax rate
2019
2018
2017
$
786
166
21.1%
$
740
216
29.2%
$
829
401
48.4%
The lower effective tax rate in 2019 was primarily due to a tax benefit of $36 from the release of a valuation allowance against
the Company's net deferred tax assets in Luxembourg and a tax benefit of $9 arising from tax law changes in India, partially offset
by a charge of $15 to settle a tax contingency arising from a transaction that occurred prior to the acquisition of Signode.
The effective rate in 2018 included $24 related to taxes on the distributions of foreign earnings, which were previously asserted
to be indefinitely reinvested.
The higher effective tax rate in 2017 was primarily due to a net charge of $177 to recognize the impact of U.S. federal tax reform
which reduced the U.S. corporate tax rate from 35% to 21%, imposed a limitation on the tax deduction for interest expense, net
of interest income, to 30% of a U.S. corporation's adjusted taxable income and also changed certain provisions related to the
taxation of non-U.S. subsidiary earnings.
For additional information regarding income taxes, see Note S to the consolidated financial statements and the Critical Accounting
Policies section of this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for a discussion
of the Company’s policies with respect to valuation allowances.
NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS
Net income attributable to noncontrolling interest increased from $89 in 2018 to $115 in 2019 primarily due to higher earnings in
the Company's beverage can operations in Brazil, including the impact of a favorable court ruling related to the recovery of indirect
taxes paid in prior years.
Net income attributable to noncontrolling interest decreased from $105 in 2017 to $89 in 2018 primarily due to lower earnings in
the Company's beverage can operations in Brazil and the Middle East.
OPERATING ACTIVITIES
LIQUIDITY AND CAPITAL RESOURCES
Cash provided by operating activities increased from $571 in 2018 to $1,163 in 2019 primarily due to higher income from operations
and changes in working capital partially offset by cash used for interest payments in 2019 related to outstanding borrowings
incurred to finance the Signode acquisition.
Receivables decreased from $1,602 at December 31, 2018 to $1,528 at December 31, 2019 primarily due to increased securitization
and factoring and lower aluminum costs, partially offset by higher sales unit volumes. Days sales outstanding for trade receivables,
excluding the impact of unbilled receivables, decreased from 41 at December 31, 2018 to 36 at December 31, 2019, primarily
related to increased securitization and factoring.
Inventories decreased from $1,690 at December 31, 2018 to $1,626 at December 31, 2019 primarily due to lower inventory levels
in the Transit Packaging segment. Inventory turnover was 64 days at December 31, 2018 compared to 63 days at December 31,
2019.
The food can business is seasonal with the first quarter tending to be the slowest period as the autumn packaging period in the
Northern Hemisphere has ended and new crops are not yet planted. The industry enters its busiest period in the third quarter when
the majority of fruits and vegetables in the Northern Hemisphere are harvested. Due to this seasonality, inventory levels increase
in the first half of the year to meet peak demand in the second and third quarters. The beverage can business is also seasonal with
inventory levels generally increasing in the first half of the year to meet peak demand in the summer months in the Northern
Hemisphere.
32
Crown Holdings, Inc.
Accounts payable decreased from $2,732 at December 31, 2018 to $2,646 at December 31, 2019 and days outstanding for trade
payables decreased from 107 days at December 31, 2018 to 99 days at December 31, 2019 primarily due to lower aluminum costs
and lower inventory levels in the Transit Packaging segment.
INVESTING ACTIVITIES
Cash used for investing activities decreased from $3,843 in 2018 to $374 in 2019. In 2018, investing activities included $3,912
paid to acquire Signode. Additionally, in 2018, the Company had cash collections of $490 on beneficial interest in transferred
receivables. The Company terminated its North American securitization facility in July 2018 and entered into a new facility which
removed the deferred purchase price component but requires the Company to maintain a deposit in a restricted cash account. See
Note E to the consolidated financial statements for a discussion of the Company's securitization programs.
The Company currently expects capital expenditures in 2020 to be approximately $600.
At December 31, 2019, the Company had approximately $86 of capital commitments. The Company expects to fund these
commitments primarily through cash generated from operations.
FINANCING ACTIVITIES
Financing activities provided cash of $3,533 in 2018 primarily due to proceeds from borrowings to finance the Signode acquisition
and used cash of $785 in 2019 primarily to pay down debt.
LIQUIDITY
As of December 31, 2019, $464 of the Company's $607 in cash and cash equivalents was located outside the U.S. The Company
is not currently aware of any legal restrictions under foreign law that materially impact its access to cash held outside the U.S. The
Company funds its cash needs in the U.S. through a combination of cash flows from operations, dividends from certain foreign
subsidiaries, borrowings under its revolving credit facility and the acceleration of cash receipts under its receivable securitization
and factoring facilities. Of the cash and cash equivalents located outside the U.S., $371 was held by subsidiaries for which earnings
are considered indefinitely reinvested. If such earnings were repatriated the Company may be required to record incremental
foreign taxes on the repatriated funds.
The Company's revolving credit agreements provides capacity of $1,650. As of December 31, 2019, the Company had available
capacity of $1,586 under its revolving credit facilities. The Company could have borrowed this amount at December 31, 2019
and would still be in compliance with its leverage ratio covenants.
The ratio of total debt, less cash and cash equivalents, to total capitalization was 77.8% and 86.2% at December 31, 2019 and
2018. Total capitalization is defined by the Company as total debt plus total equity, less cash and cash equivalents.
The Company's debt agreements contain covenants that limit the ability of the Company and its subsidiaries to, among other things,
incur additional debt, pay dividends or repurchase capital stock, make certain other restricted payments, create liens and engage
in sale and leaseback transactions. These restrictions are subject to a number of exceptions, however, which allow the Company
to incur additional debt, create liens or make otherwise restricted payments.
The Company’s revolving credit facilities and term loan facilities also contain a total leverage ratio covenant. The leverage ratio
is calculated as total net debt divided by Consolidated EBITDA (as defined in the credit agreement). Total net debt is defined in
the credit agreement as total debt less cash and cash equivalents. Consolidated EBITDA is calculated as the sum of, among other
things, net income attributable to Crown Holdings, net income attributable to certain of the Company's subsidiaries, income taxes,
interest expense, depreciation and amortization, and certain non-cash charges. The Company’s total net leverage ratio of 4.1 to
1.0 at December 31, 2019 was in compliance with the covenant requiring a ratio no greater than 5.75 to 1.0. The ratio is calculated
at the end of each quarter using debt and cash balances as of the end of the quarter and Consolidated EBITDA for the most recent
twelve months. Failure to meet the financial covenant could result in the acceleration of any outstanding amounts due under the
revolving credit facilities and term loan facilities.
The Company’s current sources of liquidity includes a securitization facility with a program limit up to a maximum of $375 that
expires in July 2020, a securitization facility with a program limit of $265 that expires in November 2022, and an uncommitted
securitization facility with a program limit of $175 that expires in December 2020. Additional sources of the Company's liquidity
include borrowings that mature as follows: its $1,650 revolving credit facilities in December 2024; its €650 ($729 at December
31, 2019) 4.0% senior notes in July 2022; its $1,000 4.50% senior notes in January 2023; its €335 ($376 million at December 31,
33
Crown Holdings, Inc.
2019) 2.25% senior notes in February 2023; its €550 ($617 at December 31, 2019) 0.75% senior notes in February 2023; its €600
($673 at December 31, 2019) 2.625% senior notes in September 2024; its €600 ($673 at December 31, 2019) 3.375% senior notes
in May 2025; its $875 4.75% senior notes in February 2026; its €500 ($561 at December 31, 2019) 2.875% senior notes in February
2026; its $400 4.25% senior notes in September 2026; its $350 7.375% senior notes in December 2026; its $40 7.5% senior notes
in December 2096; and its $45 of other indebtedness in various currencies at various dates through 2036. In addition, the Company’s
term loan facilities mature as follows: $40 in 2020, $40 in 2021, $80 in 2022, $80 in 2023, and $1,365 in 2024.
CONTRACTUAL OBLIGATIONS
Contractual obligations as of December 31, 2019 are summarized in the table below.
2020
2021
2022
2023
2024
2025 &
after
Payments Due by Period
Long-term debt
Interest on long-term debt
Operating leases
Projected pension contributions
Postretirement obligations
Purchase obligations
Total contractual cash obligations
$
$
62
281
53
21
16
3,458
3,891
$
$
44
279
42
52
13
1,651
2,081
$
$
813
265
30
37
13
553
1,711
$
$
2,076
194
22
69
12
172
2,545
$
$
2,042
181
18
115
12
—
2,368
$
$
2,907
127
100
—
49
—
3,183
Total
7,944
1,327
265
294
115
5,834
15,779
$
$
All amounts due in foreign currencies are translated at exchange rates as of December 31, 2019.
The Company expects to fund its obligations through a combination of cash flows from operations, borrowings under its revolving
credit facilities and the acceleration of cash receipts under its receivables securitization and factoring programs.
Aggregate maturities of long-term debt for the five years subsequent to 2019 exclude unamortized discounts and debt issuance
costs.
Interest on long-term debt is presented through 2025 only and represents the interest that will accrue by year based on debt
outstanding and interest rates in effect as of December 31, 2019.
Projected pension contributions represent the Company's expected funding contributions for the next five years.
Postretirement obligations represent expected payments to retirees for medical and life insurance coverage for the next ten years.
Pension and postretirement obligation projections require the use of numerous estimates and assumptions such as discount rates,
rates of return on plan assets, compensation increases, health care cost increases, mortality and employee turnover and have
therefore been provided for only five years for pension and ten years for postretirement.
Purchase obligations include commitments for raw materials and utilities at December 31, 2019. These commitments specify
significant terms, including fixed or minimum quantities to be purchased; fixed, minimum or variable pricing provisions; and the
approximate timing of transactions.
The table above excludes $41 of liabilities for unrecognized tax benefits because the Company is unable to estimate when these
amounts may be paid, if at all. See Note S to the consolidated financial statements for additional information on the Company’s
unrecognized tax benefits.
In order to reduce leverage and future interest payments, the Company may from time to time repurchase outstanding notes and
debentures with cash or seek to refinance its existing credit facilities and other indebtedness. The Company will evaluate any such
transactions in light of then existing market conditions and may determine not to pursue such transactions.
MARKET RISK
In the normal course of business the Company is subject to risk from adverse fluctuations in foreign exchange rates, interest rates
and commodity prices. The Company manages these risks through a program that includes the use of derivative financial
instruments, primarily swaps and forwards. Counterparties to these contracts are major financial institutions. These instruments
are viewed as risk management tools, involve little complexity, and are not used for trading or speculative purposes. The extent
to which the Company uses such instruments is dependent upon its access to them in the financial markets and its use of other
methods, such as netting exposures for foreign exchange risk and establishing sales arrangements that permit the pass-through to
34
Crown Holdings, Inc.
customers of changes in commodity prices and foreign exchange rates, to effectively achieve its goal of risk reduction. The
Company’s objective in managing its exposure to market risk is to limit the impact on earnings and cash flow.
The Company manages foreign currency exposures at the operating unit level. Exposures that cannot be naturally offset within an
operating unit may be hedged with derivative financial instruments where possible and cost effective in the Company’s judgment.
Foreign exchange contracts generally mature within twelve months.
The table below provides information in U.S. dollars as of December 31, 2019 about the Company’s forward currency exchange
contracts. The contracts primarily hedge anticipated transactions, unrecognized firm commitments and intercompany debt. The
contracts with no amounts in the fair value column have a fair value of less than $1.
Buy/Sell
Euro/Sterling
Euro/U.S. dollars
Sterling/Euro
Euro/Polish zloty
Polish zloty/Euro
U.S. dollars/Euro
Euro/Swiss francs
Singapore dollars/U.S. dollars
Euro/Singapore dollars
U.S. dollars/Brazilian real
U.S. dollars/Thai baht
Euro/Swedish krona
Euro/Danish krone
Sterling/U.S. dollars
Contract
amount
Contract
fair value
gain/(loss)
Average
contractual
exchange rate
$
$
583
385
230
151
144
100
93
83
78
75
51
42
41
32
2,088
$
$
(15)
—
9
(1)
1
4
—
1
—
(2)
(2)
—
—
1
(4)
1.14
0.89
0.88
0.23
4.33
1.19
0.92
1.36
0.66
0.24
0.03
0.10
0.13
0.77
At December 31, 2019, the Company had additional contracts with an aggregate notional value of $101 to purchase or sell other
currencies, primarily Asian currencies, including the Malaysian ringgit, Indonesian rupiah, and Hong Kong dollar; European
currencies, including the Hungarian florint; the South African rand; the Australian dollar; and the Canadian dollar. The aggregate
fair value of these contracts was a loss of less than $1.
At December 31, 2019, the Company had cross-currency swaps with aggregate notional values of $1,075 (€947). The swaps are
designated as hedges of the Company's net investment in a euro-based subsidiary and matures in 2026. The fair value of these
contracts at December 31, 2019 was a net gain of $49.
The Company, from time to time, may manage its interest rate risk associated with fluctuations in variable interest rates through
interest rate swaps. The use of interest rate swaps and other methods of mitigating interest rate risk may increase overall interest
expense.
The table below presents principal cash flows and related interest rates by year of maturity for the Company’s long-term debt
obligations as of December 31, 2019. Interest rates represent the rates in effect as of December 31, 2019.
Debt
Fixed rate
Average interest rate
Variable rate
Average interest rate
2020
2021
$
$
$
$
21
6.1%
41
3.0%
$
$
3
7.0%
41
3.0%
Year of Maturity
2023
2022
1,996
$
732
4.0%
81
3.0%
$
2.9%
80
3.0%
$
$
2024
678
2.6%
1,364
$
3.0%
Thereafter
2,904
$
4.4%
3
2.6%
Total future payments of long-term debt obligations at December 31, 2019 include $3,805 of U.S. dollar-denominated debt, $4,133
of euro-denominated debt and $6 of debt denominated in other currencies.
35
Crown Holdings, Inc.
The Company uses various raw materials, such as steel and aluminum in its manufacturing operations, which expose it to risk
from adverse fluctuations in commodity prices. In 2019, consumption of steel and aluminum represented 20% and 34% of the
Company’s consolidated cost of products sold, excluding depreciation and amortization. The Company primarily manages its risk
to adverse commodity price fluctuations and surcharges through contracts that pass through raw material costs to customers. The
Company may, however, be unable to increase its prices to offset increases in raw material costs without suffering reductions in
unit volume, revenue and operating income, and any price increases may take effect after related cost increases, reducing operating
income in the near term. As of December 31, 2019, the Company had forward commodity contracts to hedge aluminum price
fluctuations with a notional value of $327 and a net loss of $11. The maturities of the commodity contracts closely correlate to the
anticipated purchases of those commodities.
In addition, the Company's manufacturing facilities are dependent, to varying degrees, upon the availability of water and processed
energy, such as natural gas and electricity.
See Note N to the consolidated financial statements for further information on the Company’s derivative financial instruments.
OFF-BALANCE SHEET ARRANGEMENTS
The Company has certain guarantees and indemnification agreements that could require the payment of cash upon the occurrence
of certain events. The guarantees and agreements are further discussed under Note P to the consolidated financial statements. The
Company also utilizes receivables securitization and factoring facilities and derivative financial instruments as further discussed
under Note E and Note N to the consolidated financial statements.
ENVIRONMENTAL MATTERS
Compliance with the Company’s Environmental Protection Policy is mandatory and the responsibility of each employee of the
Company. The Company is committed to the protection of human health and the environment and is operating within the increasingly
complex laws and regulations of national, state, and local environmental agencies or is taking action to achieve compliance with
such laws and regulations. Environmental considerations are among the criteria by which the Company evaluates projects, products,
processes and purchases.
The Company is dedicated to a long-term environmental protection program and has initiated and implemented many pollution
prevention programs with an emphasis on source reduction. The Company continues to reduce the amount of metal used in the
manufacture of steel and aluminum containers through “lightweighting” programs. The Company recycles nearly 100% of scrap
aluminum, steel and copper used in its manufacturing processes. Many of the Company’s programs for pollution prevention reduce
operating costs and improve operating efficiencies.
The potential impact on the Company’s operations of climate change and potential future climate change regulation in the
jurisdictions in which the Company operates is highly uncertain. See the risk factor entitled “The Company is subject to costs and
liabilities related to stringent environmental and health and safety standards” in Part I, Item 1A of this Annual Report.
See Note R to the consolidated financial statements for additional information on environmental matters including the Company's
accrual for environmental remediation costs.
INFLATION
Certain of the Company's sales contracts contain non-metal pass-through provisions that include annual selling price adjustments
based on a producer price index. In certain years the referenced index may be negative, requiring the Company to reduce its selling
prices while its actual costs may have increased.
CRITICAL ACCOUNTING POLICIES
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally
accepted in the United States of America which require that management make numerous estimates and assumptions. Actual results
could differ from those estimates and assumptions, impacting the reported results of operations and financial position of the
Company. The Company’s significant accounting policies are more fully described under Note A to the consolidated financial
statements. Certain accounting policies, however, are considered to be critical in that (i) they are most important to the depiction
of the Company’s financial condition and results of operations and (ii) their application requires management’s most subjective
judgment in making estimates about the effect of matters that are inherently uncertain.
36
Asbestos Liabilities
Crown Holdings, Inc.
The Company’s potential liability for asbestos cases is highly uncertain due to the difficulty of forecasting many factors, including
the level of future claims, the rate of receipt of claims, the jurisdiction in which claims are filed, the nature of future claims
(including the seriousness of alleged disease, whether claimants allege first exposure to asbestos before or during 1964 and the
alleged link to Crown Cork), the terms of settlements of other defendants with asbestos-related liabilities, bankruptcy filings of
other defendants (which may result in additional claims and higher settlement demands for non-bankrupt defendants) and the effect
of state asbestos legislation (including the validity and applicability of the Pennsylvania legislation to non-Pennsylvania
jurisdictions, where the substantial majority of the Company’s asbestos cases are filed). See Note O to the consolidated financial
statements for additional information regarding the provision for asbestos-related costs.
At the end of each quarter, the Company considers whether there have been any material developments that would cause it to
update its asbestos accrual calculations. Absent any significant developments in the asbestos litigation environment in general or
with respect to the Company specifically, the Company updates its accrual calculations in the fourth quarter of each year. The
Company estimates its liability without limitation to a specified time period and provides for the estimated amounts expected to
be paid related to outstanding claims, projected future claims and legal costs.
Outstanding claims used in the accrual calculation are adjusted for factors such as claims filed in those states where the Company’s
liability is limited by statute, claims alleging first exposure to asbestos after 1964 which are assumed to have no value and claims
which are unlikely to ever be paid and are assumed to have a reduced or nominal value based on the length of time outstanding.
Projected future claims are calculated based on actual data for the most recent five years and are adjusted to account for the
expectation that a percentage of these claims will never be paid. Outstanding and projected claims are multiplied by the average
settlement cost of claims for the most recent five years. As claims are not submitted or settled evenly throughout the year, it is
difficult to predict at any time during the year whether the number of claims or average settlement cost over the five year period
ending December 31 of such year will increase compared to the prior five year period.
The five year average settlement cost per claim was $13,800 in 2017, $14,900 in 2018 and $14,400 in 2019. While the average
settlement cost per claim decreased in 2019 compared to 2018, the decrease was offset in the Company's accrual calculation by
an increase in projected future claim settlements.
In recent years, a higher percentage of Crown Cork’s settlements have related to claims alleging serious disease (primarily
mesothelioma) which are settled at higher dollar amounts. Accordingly, a higher percentage of claims projected into the future
continue to relate to serious diseases and are therefore valued at higher dollar amounts. For example, in each of the years 2019,
2018 and 2017, of the projected claims related to claimants alleging first exposure to asbestos before or during 1964 and filed in
states that have not enacted asbestos legislation, approximately 60% relate to claims alleging serious diseases such as mesothelioma.
Although the five year average settlement cost per claim decreased in 2019, if Crown Cork continues to settle a high percentage
of claims alleging serious disease at higher dollar amounts, average settlement costs per claim are likely to increase and, if not
offset by a reduction in overall claims and settlements, the Company may record additional charges in the future. A 10% change
in either the average cost per claim or the number of projected claims would increase or decrease the estimated liability at
December 31, 2019 by $27. A 10% increase in these two factors at the same time would increase the estimated liability at
December 31, 2019 by $57. A 10% decrease in these two factors at the same time would decrease the estimated liability at
December 31, 2019 by $52.
Goodwill Impairment
The Company performs a goodwill impairment review in the fourth quarter of each year or when facts and circumstances indicate
goodwill may be impaired. In accordance with the accounting guidance, the Company may first perform a qualitative assessment
on none, some, or all of its reporting units to determine whether further quantitative impairment testing is necessary. Factors that
the Company may consider in its qualitative assessment include, but are not limited to, general economic conditions, changes in
the markets in which the Company operates and changes in input costs that may affect revenue growth, gross margin percentages
and cash flow trends over multiple periods.
The quantitative impairment test involves a number of assumptions and judgments, including the calculation of fair value for the
Company’s identified reporting units. The Company determines the estimated fair value for each reporting unit based on an average
of the estimated fair values calculated using both market and income approaches. The Company uses an average of the two methods
in estimating fair value because it believes they both provide an appropriate fair value for the reporting units. The Company’s
estimates of future cash flows include assumptions concerning future operating performance and economic conditions and may
differ from actual future cash flows. Under the market approach, the Company obtains available information regarding multiples
used in recent transactions, if any, involving transfers of controlling interests in the consumer and industrial packaging industries.
37
Crown Holdings, Inc.
The Company also reviews publicly available trading multiples based on the enterprise value and revenue of companies in the
consumer and industrial packaging industries whose shares are publicly traded. The appropriate multiple is applied to the respective
financial results of the reporting unit to obtain an estimated fair value.
Under the income approach, fair value is calculated as the sum of the projected discounted cash flows of the reporting unit over
the next five years and the terminal value at the end of those five years. The projected cash flows generally include moderate to
no growth assumptions, depending on the reporting unit, unless there has recently been a material change in the business or a
material change is forecasted. The discount rate used is based on the average weighted-average cost of capital of companies in the
consumer and industrial packaging industries, which information is available through various sources, adjusted for specific risk
premiums for each reporting unit
The Company completed its annual review for 2019 and recorded an impairment charge of $25 related to the European Aerosol
and Promotional Packaging reporting unit as further described below. The fair value of all other reporting units exceeded their
carrying value as of October 1, 2019. Although an impairment charge was not recorded for any of the Company’s other reporting
units, there can be no assurances that future goodwill impairments will not occur.
The European Aerosol and Promotional Packaging reporting unit operates in a low-growth environment with multiple competitors.
In recent years, market demand for three-piece aerosol packaging has gradually declined. This decline combined with higher
operating costs that have not been fully recovered through selling prices had an adverse impact on the expected future cash flows
utilized in the Company’s valuation. As a result, the reporting unit’s fair value has declined below its carrying value. The fair
value of the reporting unit was determined using a discount rate of 9.25% and an EBITDA multiple of 8.0 times. The maximum
effect of weighting the Company's valuation approaches other than equally would have resulted in an additional impairment charge
of $10. Assuming all other factors remain the same, a $1 change in forecasted annual Adjusted EBITDA changes the estimated
fair value by $8 and an increase in the discount rate from 9.25% to 10.25% changes the estimated fair value by $2. If future cash
flows are less than the Company has included in its projections, additional impairment charges may be recorded. As of December
31, 2019, the reporting unit had $68 of goodwill.
As of October 1, 2019 the estimated fair value of the Protective Packaging reporting unit, which is included in the Transit Packaging
segment, was 6% higher than its carrying value using the methods described above, a discount rate of 9.25%, revenue multiples
ranging from 1.4 to 1.8 times and EBITDA multiples of 8.5 to 12.6 times. The maximum effect of weighting the Company's
valuation approaches other than equally would have resulted in an impairment charge of $7. Assuming all other factors remain
the same, a $1 change in forecasted annual Adjusted EBITDA changes the excess of estimated fair value over carrying value by
$8 and an increase in the discount rate from 9.25% to 10.25% decreases the fair value by $61. Increasing the discount rate to
10.25% would have resulted in an impairment of $2. As of December 31, 2019, the reporting unit had $454 of goodwill. In
January 2020, based upon an internal reorganization, the Protective Packaging reporting unit was merged into the Industrial
Solutions reporting unit, which is also included in the Transit Packaging segment.
As of October 1, 2019, the estimated fair value of the Equipment & Tools reporting unit, which is included in the Transit Packaging
segment was 9% higher than its carrying value using the methods described above, including a discount rate of 12.25%, revenue
multiples ranging from 2.0 to 2.4 times and EBITDA multiples of 10.0 to 10.4 times. The maximum effect of weighting the
Company's valuation approaches other than equally would have not resulted in an impairment charge. Assuming all other factors
remain the same, a $1 change in forecasted annual Adjusted EBITDA changes the excess of estimated fair value over carrying
value by $7 and an increase in the discount rate from 12.25% to 13.25% changes the excess of the fair value over carrying value
by $54. Under each of these scenarios, the reporting unit’s fair value exceeded its carrying value. If Adjusted EBITDA margin
decreased by 2.7% the fair value of the reporting unit would approximate carrying value. As of December 31, 2019, the reporting
unit had $765 of goodwill.
Each of these reporting units operate in low-growth environments with multiple competitors, which could result in lower selling
prices. While the Company believes current projections are reasonable, the reporting units' ability to maintain or grow could be
negatively impacted by the above factors. To the extent future operating results were to decline causing the estimated fair value
to fall below carrying value, it is possible that additional impairment charges may be recorded.
Long-lived Assets Impairment
The Company performs an impairment review of its long-lived assets, including definite-lived intangible assets and property, plant
and equipment, when facts and circumstances indicate the carrying value may not be recoverable from its undiscounted cash flows.
Any impairment loss is measured by comparing the carrying amount of the asset to its fair value. The Company’s estimates of
future cash flows involve assumptions concerning future operating performance, economic conditions and technological changes
that may affect the future useful lives of the assets. These estimates may differ from actual cash flows or useful lives.
38
Tax Valuation Allowance
Crown Holdings, Inc.
The Company records a valuation allowance to reduce its deferred tax assets when it is more likely than not that a portion of the
tax assets will not be realized. The estimate of the amount that will not be realized requires the use of assumptions concerning the
Company’s future taxable income. These estimates are projected through the life of the related deferred tax assets based on
assumptions that management believes are reasonable. The Company considers all sources of taxable income in estimating its
valuation allowances, including taxable income in any available carry back period; the reversal of taxable temporary differences;
tax-planning strategies; and taxable income expected to be generated in the future other than from reversing temporary differences.
Should the Company change its estimate of the amount of deferred tax assets that it would be able to realize, an adjustment to the
valuation allowance would result in an increase or decrease in tax expense in the period such a change in estimate was made.
See Note S to the consolidated financial statements for additional information on the Company’s valuation allowances, which
included a release of $36 in 2019.
Pension and Postretirement Benefits
Accounting for pensions and postretirement benefit plans requires the use of estimates and assumptions regarding numerous factors,
including discount rates, rates of return on plan assets, compensation increases, health care cost increases, future rates of inflation,
mortality and employee turnover. Actual results may differ from the Company’s actuarial assumptions, which may have an impact
on the amount of reported expense or liability for pensions or postretirement benefits. The Company recorded pension expense of
$66, including settlement charges of $44 and a curtailment gain of $14, in 2019 and currently projects its 2020 pension expense
to be $22, using foreign currency exchange rates in effect at December 31, 2019. In addition, the Company may incur additional
settlement charges of approximately $30 in 2020. The Company uses the spot yield curve approach to estimate the service and
interest cost components of pension and postretirement benefits expense by applying the specific spot rates along the yield curve
used to determine the benefit plan obligations to relevant projected cash outflows. The expected long-term rate of return on plan
assets is determined by taking into consideration expected long-term returns associated with each major asset class based on long-
term historical ranges, projected future outlook of each asset class, inflation assumptions and the expected net value from active
management of the assets based on actual results.
The U.S. plan’s assumed rate of return was 7.25 % in 2019 and is 6.75% for 2020. The U.K. plan’s assumed rate of return was
4.25% in 2019 and is 3.50% for 2020. A 0.25% change in the expected rates of return would change 2020 pension expense by
approximately $12.
Discount rates were selected using a method that matches projected payouts from the plans to an actuarially determined yield curve
based on market observable AA bond yields in the respective plan jurisdictions and currencies. In certain jurisdictions, government
securities were used along with corporate bonds to develop country-specific yield curves to the extent that the underlying markets
were not deemed sufficiently developed. A 0.25% change in the discount rates from those used at December 31, 2019 would
change 2020 pension expense by approximately $2 and postretirement expense by less than $1. A 0.25% change in the discount
rates from those used at December 31, 2019 would have changed the pension benefit obligation by approximately $145 and the
postretirement benefit obligation approximately $3 as of December 31, 2019. See Note R to the consolidated financial statements
for additional information on pension and postretirement benefit obligations and assumptions.
As of December 31, 2019, the Company had pre-tax unrecognized net losses in other comprehensive income of $1,808 related to
its pension plans and $42 related to its other postretirement benefit plans. Unrecognized gains and losses arise each year primarily
due to changes in discount rates, differences in actual plan asset returns compared to expected returns, and changes in actuarial
assumptions such as mortality. For example, the unrecognized net loss in the Company’s pension plans included a current year
gain of $410 primarily due to actual asset returns higher than expected returns, partially offset by a loss of $357 primarily due to
lower discount rates at the end of 2019 compared to 2018. Unrecognized gains and losses are accumulated in other comprehensive
income and the portion in each plan that exceeds 10% of the greater of that plan’s assets or projected benefit obligation is amortized
to income over future periods. The Company’s pension expense for the year ended December 31, 2019 included charges of $93
for the amortization of unrecognized net losses, and the Company estimates charges of $94 in 2020. Amortizable losses are being
recognized over either the average expected life of inactive employees or the remaining service life of active participants depending
on the status of the individual plans. The weighted average amortization periods range between 6 - 19 years. An increase of 10%
in the number of years used to amortize unrecognized losses in each plan would decrease estimated charges for 2020 by $9. A
decrease of 10% in the number of years would increase the estimated 2020 charge by $11.
The unrecognized net losses in the Company’s postretirement benefit plans are being recognized over the average remaining service
life of active participants of 10 years. The Company’s postretirement benefits expense for the year ended December 31, 2019
included a loss of $3 for the amortization of unrecognized net losses, and the Company estimates losses of $4 in 2020.
39
Crown Holdings, Inc.
RECENT ACCOUNTING GUIDANCE
In June 2016, the FASB issued new guidance on the accounting for credit losses on financial instruments. The new standard
introduces an approach, based on expected losses, to estimate credit losses on certain types of financial instruments. The new
approach to estimating credit losses (referred to as the current expected credit losses model) applies to most financial assets
measured at amortized cost and certain other instruments, including trade and other receivables, loans, held-to-maturity debt
securities, net investments in operating leases and off-balance-sheet credit exposures. This guidance is effective for the Company
on January 1, 2020. The Company is currently evaluating the impact of adopting this standard and does not expect the guidance
to have a material impact on the Company's consolidated financial statements.
In August 2018, the FASB issued new guidance which aligns the accounting for implementation costs incurred in a cloud
computing arrangement that is a service arrangement (i.e. hosting arrangement) with the guidance on capitalizing costs for
internal use software. The Company will adopt this standard on a prospective basis on January 1, 2020 and does not expect the
guidance to have a material impact on the Company's consolidated financial statements.
In December 2019, the FASB issued new guidance to simplify the accounting for income taxes by, among other things,
reducing complexity in the interim-period accounting for year-to-date loss limitations and changes in tax laws. The guidance is
effective for the Company on January 1, 2021. The Company does not expect the guidance to have a material impact on the
consolidated financial statements.
See Note A to the consolidated financial statements for information on recently adopted accounting guidance.
FORWARD LOOKING STATEMENTS
Statements in this Annual Report, including those in “Management’s Discussion and Analysis of Financial Condition and Results
of Operations,” in the discussions of the provision for asbestos under Note O and other contingencies under Note P to the consolidated
financial statements included in this Annual Report and in discussions incorporated by reference into this Annual Report (including,
but not limited to, those in the section titled “Compensation Discussion and Analysis” in the Company’s Proxy Statement), which
are not historical facts (including any statements concerning plans and objectives of management for future operations or economic
performance, or assumptions related thereto), are “forward-looking statements,” within the meaning of the federal securities laws.
In addition, the Company and its representatives may from time to time make other oral or written statements which are also
“forward-looking statements.” Forward-looking statements can be identified by words, such as “believes,” “estimates,”
“anticipates,” “expects” and other words of similar meaning in connection with a discussion of future operating or financial
performance. These may include, among others, statements relating to (i) the Company’s plans or objectives for future operations,
products or financial performance, (ii) the Company’s indebtedness and other contractual obligations, (iii) the impact of an
economic downturn or growth in particular regions, (iv) anticipated uses of cash, (v) cost reduction efforts and expected savings,
(vi) the Company’s policies with respect to executive compensation and (vii) the expected outcome of contingencies, including
with respect to asbestos-related litigation and pension and postretirement liabilities.
These forward-looking statements are made based upon management’s expectations and beliefs concerning future events impacting
the Company and, therefore, involve a number of risks and uncertainties. Management cautions that forward-looking statements
are not guarantees and that actual results could differ materially from those expressed or implied in the forward-looking statements.
Important factors that could cause the actual results of operations or financial condition of the Company to differ include, but are
not necessarily limited to, the ability of the Company to expand successfully in international and emerging markets; the ability of
the Company to repay, refinance or restructure its short and long-term indebtedness on adequate terms and to comply with the
terms of its agreements relating to debt; the impact of Brexit; the Company’s ability to generate significant cash to meet its
obligations and invest in its business and to maintain appropriate debt levels; restrictions on the Company’s use of available cash
under its debt agreements; changes or differences in U.S. or international economic or political conditions, such as inflation or
fluctuations in interest or foreign exchange rates (and the effectiveness of any currency or interest rate hedges), tax rates, the Tax
Act and other tax laws (including with respect to taxation of unrepatriated non-U.S. earnings or as a result of the depletion of net
loss or foreign tax credit carryforwards); the impact of foreign trade laws and practices; the collectability of receivables; war or
acts of terrorism that may disrupt the Company’s production or the supply or pricing of raw materials, including in the Company’s
Middle East operations, impact the financial condition of customers or adversely affect the Company’s ability to refinance or
restructure its remaining indebtedness; changes in the availability and pricing of raw materials (including aluminum can sheet,
steel tinplate, energy, water, inks and coatings) and the Company’s ability to pass raw material, energy and freight price increases
and surcharges through to its customers or to otherwise manage these commodity pricing risks; the Company’s ability to obtain
and maintain adequate pricing for its products, including the impact on the Company’s revenue, margins and market share and the
40
Crown Holdings, Inc.
ongoing impact of price increases; energy and natural resource costs; the cost and other effects of legal and administrative cases
and proceedings, settlements and investigations; the outcome of asbestos-related litigation (including the number and size of future
claims and the terms of settlements, and the impact of bankruptcy filings by other companies with asbestos-related liabilities, any
of which could increase Crown Cork’s asbestos-related costs over time, the adequacy of reserves established for asbestos-related
liabilities, Crown Cork’s ability to obtain resolution without payment of asbestos-related claims by persons alleging first exposure
to asbestos after 1964, and the impact of state legislation dealing with asbestos liabilities and any litigation challenging that
legislation and any future state or federal legislation dealing with asbestos liabilities); the Company’s ability to realize deferred
tax benefits; changes in the Company’s critical or other accounting policies or the assumptions underlying those policies; labor
relations and workforce and social costs, including the Company’s pension and postretirement obligations and other employee or
retiree costs; investment performance of the Company’s pension plans; costs and difficulties related to the acquisition of a business
and integration of acquired businesses; the impact of any potential dispositions, acquisitions or other strategic realignments, which
may impact the Company’s operations, financial profile, investments or levels of indebtedness; the Company’s ability to realize
efficient capacity utilization and inventory levels and to innovate new designs and technologies for its products in a cost-effective
manner; competitive pressures, including new product developments, industry overcapacity, or changes in competitors’ pricing
for products; the Company’s ability to achieve high capacity utilization rates for its equipment; the Company’s ability to maintain,
develop and capitalize on competitive technologies for the design and manufacture of products and to withstand competitive and
legal challenges to the proprietary nature of such technology; the Company’s ability to protect its information technology systems
from attacks or catastrophic failure; the strength of the Company’s cyber-security (including with respect to human vulnerabilities
associated with cyber-security risks); the Company’s ability to generate sufficient production capacity; the Company’s ability to
improve and expand its existing product and product lines; the impact of overcapacity on the end-markets the Company serves;
loss of customers, including the loss of any significant customers; changes in consumer preferences for different packaging products;
the financial condition of the Company’s vendors and customers; weather conditions, including their effect on demand for
beverages and on crop yields for fruits and vegetables stored in food containers; the impact of natural disasters, including in
emerging markets; changes in governmental regulations or enforcement practices, including with respect to environmental, health
and safety matters and restrictions as to foreign investment or operation; the impact of increased governmental regulation on the
Company and its products, including the regulation or restriction of the use of bisphenol-A; the impact of the Company’s recent
initiatives to generate additional cash, including the reduction of working capital levels and capital spending; the impact of the
Company's comprehensive Board-led review of its portfolio and capital allocation/return; the ability of the Company to realize
cost savings from its restructuring programs; the Company’s ability to maintain adequate sources of capital and liquidity; costs
and payments to certain of the Company’s executive officers in connection with any termination of such executive officers or a
change in control of the Company; the impact of existing and future legislation regarding refundable mandatory deposit laws in
Europe for non-refillable beverage containers and the implementation of an effective return system; the impact of existing and
future legislation regarding the taxation of sugar-sweetened beverages or energy drinks, the impact of new tariffs and potential
limits on steel supply in the U.S. from certain foreign countries; and changes in the Company’s strategic areas of focus, which
may impact the Company’s operations, financial profile or levels of indebtedness.
Some of the factors noted above are discussed elsewhere in this Annual Report and prior Company filings with the SEC, including
within Part I, Item 1A, “Risk Factors” in this Annual Report. In addition, other factors have been or may be discussed from time
to time in the Company’s SEC filings.
While the Company periodically reassesses material trends and uncertainties affecting the Company’s results of operations and
financial condition in connection with the preparation of “Management’s Discussion and Analysis of Financial Condition and
Results of Operations” and certain other sections contained in the Company’s quarterly, annual or other reports filed with the SEC,
the Company does not intend to review or revise any particular forward-looking statement in light of future events.
ITEM 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information set forth within “Management’s Discussion and Analysis of Financial Condition and Results of Operations” under
the captions “Market Risk” and "Forward Looking Statements" in this Annual Report is incorporated herein by reference.
In July 2017, the Financial Conduct Authority (the authority that regulates LIBOR) announced it intends to stop compelling banks
to submit rates for the calculation of LIBOR after 2021. The U.S. Federal Reserve, in conjunction with the Alternative Reference
Rate Committee has announced the replacement of U.S. dollar LIBOR rates with a new index calculated by short-term repurchase
agreements backed by U.S. Treasury securities called the Secured Overnight Financing Rate (SOFR). The first publication of
SOFR was released in April 2018. Whether or not SOFR attains market traction as a LIBOR replacement tool remains in question
and the future of LIBOR at this time is uncertain. At December 31, 2019, the Company does have contracts that are indexed to
LIBOR, including cross-currency swap contracts and certain of its term loan facilities, and continues to monitor this activity and
evaluate the related risks.
41
ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Crown Holdings, Inc.
INDEX TO FINANCIAL STATEMENTS
Financial Statements
Management’s Report on Internal Control Over Financial Reporting
Report of Independent Registered Public Accounting Firm
Consolidated Statements of Operations for the years ended December 31, 2019, 2018 and 2017
Consolidated Statements of Comprehensive Income for the years ended December 31, 2019, 2018
and 2017
Consolidated Balance Sheets as of December 31, 2019 and 2018
Consolidated Statements of Cash Flows for the years ended December 31, 2019, 2018 and 2017
Consolidated Statements of Changes in Shareholders' Equity for the years ended December 31, 2019,
2018 and 2017
Notes to Consolidated Financial Statements
Supplementary Information
Financial Statement Schedule
Schedule II – Valuation and Qualifying Accounts and Reserves for the years ended December 31, 2019,
2018 and 2017
43
44
46
47
48
49
50
51
104
105
42
Crown Holdings, Inc.
Management’s Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule
13a-15(f) under the Securities Exchange Act of 1934, as amended). The Company’s system of internal control over financial
reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles.
Because of the inherent limitations, a system of internal control over financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2019. In
making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway
Commission (“COSO”) in Internal Control - Integrated Framework (2013). Based on its assessment, management has concluded
that, as of December 31, 2019, the Company’s internal control over financial reporting was effective based on those criteria.
The effectiveness of the Company’s internal control over financial reporting as of December 31, 2019 has been audited by
PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein.
43
Crown Holdings, Inc.
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of Crown Holdings, Inc.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of Crown Holdings, Inc. and its subsidiaries (“the
Company”) as of December 31, 2019 and 2018, and the related consolidated statements of operations, of comprehensive
income, of changes in shareholders’ equity, and of cash flows for each of the three years in the period ended December 31,
2019, including the related notes and financial statement schedule listed in the accompanying index (collectively referred
to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting
as of December 31, 2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial
position of the Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for each
of the three years in the period ended December 31, 2019 in conformity with accounting principles generally accepted in
the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal
control over financial reporting as of December 31, 2019, based on criteria established in Internal Control - Integrated
Framework (2013) issued by the COSO.
Changes in Accounting Principles
As discussed in Note A to the consolidated financial statements, the Company changed the manner in which it accounts
for leases in 2019 and the manner in which it accounts for revenues from contracts with customers in 2018.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal
control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting,
included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is
to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial
reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight
Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the
U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the
PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform
the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material
misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained
in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material
misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond
to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the
consolidated financial statements. Our audits also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our
audit of internal control over financial reporting included obtaining an understanding of internal control over financial
reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness
of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered
necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures
that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to
44
Crown Holdings, Inc.
permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts
and expenditures of the company are being made only in accordance with authorizations of management and directors of
the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition,
use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial
statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts
or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging,
subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on
the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below,
providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Goodwill Impairment Assessment - European Aerosol and Promotional Packaging, Protective Packaging, and Equipment
& Tools Reporting Units
As described in Notes A and G to the consolidated financial statements, the Company’s consolidated goodwill balance was
$4.4 billion as of December 31, 2019, and, as disclosed by management, the goodwill associated with the European Aerosol
and Promotional Packaging, Protective Packaging and Equipment & Tools reporting units was $68 million, $454 million,
and $765 million, respectively. The Company performs a goodwill impairment review in the fourth quarter of each year
or when facts and circumstances indicate goodwill may be impaired. The Company completed its annual review for 2019
and recorded an impairment charge of $25 million related to the European Aerosol and Promotional Packaging reporting
unit. The estimated fair value of the Protective Packaging and Equipment & Tools reporting units were 6%, and 9%,
respectively, higher than the carrying value. Management determines the estimated fair value of the reporting unit based
on an average of the estimated fair values using an income and a market approach. Management’s income approach utilizes
significant assumptions, including revenue and adjusted EBITDA margin growth rates and discount rate.
The principal considerations for our determination that performing procedures relating to the goodwill impairment
assessment of the European Aerosol and Promotional Packaging, Protective Packaging, and Equipment & Tools reporting
units is a critical audit matter are there was significant judgment by management when developing their estimated fair
values. This in turn led to a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating
significant assumptions, within management’s cash flow projections used in the income approach including revenue and
adjusted EBITDA margin growth rates and the discount rate. In addition, the audit effort involved the use of professionals
with specialized skill and knowledge to assist in performing these procedures and evaluating the audit evidence obtained.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall
opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating
to management’s goodwill impairment assessment, including controls over the estimation of the fair value of the reporting
units. These procedures also included, among others, testing management’s process for estimating the fair value of the
European Aerosol and Promotional Packaging, Protective Packaging, and Equipment & Tools reporting units, testing the
completeness, accuracy, and relevance of the underlying data used in the income approach, and evaluating the significant
assumptions used by management, including the revenue and adjusted EBITDA margin growth rates and the discount rate.
Evaluating management’s assumptions related to the revenue and adjusted EBITDA margin growth rates included evaluating
whether the judgments made by management were reasonable considering the current and past performance of the reporting
units, the consistency with external market and industry data, and whether these assumptions were consistent with evidence
obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in the evaluation
of the Company’s fair value model and certain significant assumptions, including the discount rate.
/s/ PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
February 28, 2020
We have served as the Company’s auditor since 1928.
45
Crown Holdings, Inc.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in millions except per share data)
For the Years Ended December 31
Net sales
Cost of products sold, excluding depreciation and amortization
Depreciation and amortization
Selling and administrative expense
Provision for asbestos
Restructuring and other
Goodwill impairment
Income from operations
Loss from early extinguishments of debt
Other pension and postretirement
Interest expense
Interest income
Foreign exchange
Income before income taxes
Provision for income taxes
Equity in net earnings of affiliates
Net income
Net income attributable to noncontrolling interests
Net income attributable to Crown Holdings
Earnings per common share attributable to Crown Holdings:
Basic
Diluted
2019
11,665
$
9,349
2018
11,151
$
9,028
$
2017
8,698
7,006
490
631
—
(26)
25
425
558
—
44
—
247
367
3
51
—
1,196
1,096
1,024
27
13
378
(17)
9
786
166
5
625
(115)
510
3.81
3.78
$
$
$
—
(25)
384
(21)
18
740
216
4
528
(89)
439
3.28
3.28
7
(53)
252
(15)
4
829
401
—
428
(105)
323
2.39
2.38
$
$
$
$
$
$
The accompanying notes are an integral part of these consolidated financial statements.
46
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in millions)
2019
2018
2017
$
625
$
528
$
428
150
84
11
245
870
(115)
(1)
(1)
753
(137)
50
(52)
(139)
389
(89)
1
2
201
(59)
20
162
590
(105)
(3)
—
$
303
$
482
For the Years Ended December 31
Net income
Other comprehensive income / (loss), net of tax
Foreign currency translation adjustments
Pension and other postretirement benefits
Derivatives qualifying as hedges
Total other comprehensive income / (loss)
Total comprehensive income
Net income attributable to noncontrolling interests
Translation adjustments attributable to noncontrolling interests
Derivatives qualifying as hedges attributable to noncontrolling interests
Comprehensive income attributable to Crown Holdings
$
The accompanying notes are an integral part of these consolidated financial statements.
47
Crown Holdings, Inc.
CONSOLIDATED BALANCE SHEETS
(in millions, except share data)
December 31
Assets
Current assets
Cash and cash equivalents
Receivables, net
Inventories
Prepaid expenses and other current assets
Total current assets
Goodwill
Intangible assets
Property, plant and equipment, net
Operating lease right-of-use assets, net
Other non-current assets
Total
Liabilities and equity
Current liabilities
Short-term debt
Current maturities of long-term debt
Current portion of operating lease liabilities
Accounts payable
Accrued liabilities
Total current liabilities
Long-term debt, excluding current maturities
Postretirement and pension liabilities
Non-current portion of operating lease liabilities
Other non-current liabilities
Commitments and contingent liabilities (Note P)
Equity
Noncontrolling interests
Preferred stock, authorized: 30,000,000; none issued (Note T)
Common stock, par value: $5.00; authorized: 500,000,000 shares; issued:
185,744,072 shares (Note T)
Additional paid-in capital
Accumulated earnings
Accumulated other comprehensive loss
Treasury stock at par value (2019 - 50,166,194 shares; 2018 - 50,570,124
shares)
Crown Holdings shareholders’ equity
Total equity
Total
2019
2018
$
$
$
$
$
$
607
1,528
1,626
241
4,002
4,430
2,015
3,887
204
967
15,505
75
62
51
2,646
1,065
3,899
7,818
683
156
857
379
—
929
207
3,959
(3,131)
(251)
1,713
2,092
$
15,505
$
607
1,602
1,690
180
4,079
4,442
2,193
3,745
—
803
15,262
89
81
—
2,732
1,011
3,913
8,493
683
—
887
349
—
929
186
3,449
(3,374)
(253)
937
1,286
15,262
The accompanying notes are an integral part of these consolidated financial statements.
48
Crown Holdings, Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
For the Years Ended December 31
Cash flows from operating activities
Net income
2019
2018
2017
$
625
$
528
$
428
Adjustments to reconcile net income to net cash provided by / (used for)
operating activities:
Depreciation and amortization
Restructuring and other
Goodwill impairment
Pension expense
Pension contributions
Stock-based compensation
Deferred income taxes
Changes in assets and liabilities:
Receivables
Inventories
Accounts payable and accrued liabilities
Other, net
Net cash provided by / (used for) operating activities
Cash flows from investing activities
Capital expenditures
Beneficial interest in transferred receivables
Acquisition of businesses, net of cash acquired
Foreign exchange derivatives related to acquisition
Net investment hedges
Proceeds from sale of property, plant and equipment
Other
Net cash (used for) / provided by investing activities
Cash flows from financing activities
Proceeds from long-term debt
Payments of long-term debt
Net change in revolving credit facility and short-term debt
Finance lease payments
Debt issuance costs
Common stock issued
Common stock repurchased
Dividends paid to noncontrolling interests
Contribution from noncontrolling interests
Foreign exchange derivatives related to debt
Net cash (used for) / provided by financing activities
Effect of exchange rate changes on cash, cash equivalents and restricted cash
Net change in cash, cash equivalents and restricted cash
Cash, cash equivalents and restricted cash at January 1
Cash, cash equivalents and restricted cash at December 31
490
(26)
25
66
(23)
29
(35)
60
61
(87)
(22)
1,163
(432)
—
(11)
—
23
39
7
(374)
2,216
(2,845)
(10)
(15)
(18)
4
(7)
(101)
6
(16)
(786)
1
4
659
663
$
$
425
44
—
45
(20)
27
35
(493)
(201)
209
(28)
571
(462)
490
(3,912)
(25)
34
36
(4)
(3,843)
4,082
(333)
(69)
—
(70)
1
(4)
(60)
—
(14)
3,533
(37)
224
435
659
$
247
51
—
13
(294)
23
247
(1,143)
(65)
253
(11)
(251)
(498)
1,010
—
—
—
8
(24)
496
1,054
(1,137)
95
—
(16)
9
(339)
(93)
—
27
(400)
14
(141)
576
435
The accompanying notes are an integral part of these consolidated financial statements.
49
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Crown Holdings, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except share, per share, employee and statistical data)
A. Summary of Significant Accounting Policies
Business and Principles of Consolidation. The consolidated financial statements include the accounts of Crown Holdings, Inc.
(the “Company”) and its consolidated subsidiary companies (where the context requires, the “Company” shall include reference
to the Company and its consolidated subsidiary companies).
The Company is a worldwide leader in the design, manufacture and sale of packaging products and equipment for consumer goods
and industrial products. The Company’s packaging for consumer goods include steel and aluminum cans for beverage, food,
household and other consumer products, glass bottles for beverage products and metal vacuum closures and steel crowns sold
through the Company's sales organization to the soft drink, food, citrus, brewing, household products, personal care and various
other industries. The Company's packaging for industrial products includes steel and plastic strap consumables and equipment,
paper-based protective packaging, and plastic film consumables and equipment, which are sold into the metals, food and beverage,
construction, agricultural, corrugated and general industries.
The financial statements were prepared in conformity with accounting principles generally accepted in the United States of America
and reflect management’s estimates and assumptions. Actual results could differ from those estimates, impacting reported results
of operations and financial position. All intercompany accounts and transactions are eliminated in consolidation. In deciding which
entities should be reported on a consolidated basis, the Company first determines whether the entity is a variable interest entity
(“VIE”). If an entity is a VIE, the Company determines whether it is the primary beneficiary and therefore, should consolidate the
VIE. If an entity is not a VIE, the Company consolidates those entities in which it has control, including certain subsidiaries that
are not majority-owned. Certain of the Company’s agreements with noncontrolling interests contain provisions in which the
Company would surrender certain decision-making rights upon a change in control of the Company. Accordingly, consolidation
of these operations may no longer be appropriate subsequent to a change in control of the Company, as defined in the agreements.
Investments in companies in which the Company does not have control, but has the ability to exercise significant influence over
operating and financial policies, are accounted for by the equity method. Other investments are carried at cost.
Foreign Currency Translation. For non-U.S. subsidiaries which operate in a local currency environment, assets and liabilities
are translated into U.S. dollars at year-end exchange rates. Income, expense and cash flow items are translated at average exchange
rates prevailing during the year. Translation adjustments for these subsidiaries are accumulated as a separate component of
accumulated other comprehensive income in equity. For non-U.S. subsidiaries that use a U.S. dollar functional currency, local
currency inventories and property, plant and equipment are translated into U.S. dollars at rates prevailing when acquired; all other
assets and liabilities are translated at year-end exchange rates. Inventories charged to cost of sales and depreciation are remeasured
at historical rates; all other income and expense items are translated at average exchange rates prevailing during the year. Gains
and losses which result from remeasurement are included in earnings.
Revenue Recognition. On January 1, 2018, the Company adopted new accounting guidance which outlined a single comprehensive
model to use in accounting for revenue arising from contracts with customers and superseded previous revenue recognition guidance.
Under previous guidance, the Company generally recognized revenue from product sales when the goods were shipped and title
and risk of loss passed to the customer. Under the new guidance, revenues are recognized when control of the promised product
is transferred to customers.
The majority of the Company’s revenues from metal packaging products are derived from multi-year requirement contracts with
leading manufacturers and marketers of packaged consumer products for can sets, comprising a can and an end. As requirement
contracts do not typically include fixed volumes, customers often purchase products pursuant to purchase orders or other
communications which are short-term in nature. The can and the end are considered separate performance obligations because
they are distinct and separately identifiable. Revenues from the Company's transit packaging segment are generally derived from
individual purchase orders which may include multiple goods and services which are separate performance obligations because
they are distinct and separately identifiable.
The Company manufactures certain products that have no alternative use to the Company once they are printed or manufactured
to customer specifications. If the Company has an enforceable right to payment for custom products at all times in the manufacturing
process, revenue is recognized over time. In each of the Company’s geographic markets, revenue from beverage cans is primarily
recognized over time using the units produced output method as beverage cans are generally printed for a specific customer in a
continuous production process. The timing of revenue recognition for the Company’s other products, including beverage ends
and three-piece products, which includes food cans and ends and aerosol cans and ends, may vary as these products may be printed
or customized depending upon customer preferences which can vary by geographic market. Revenue that is recognized over time
51
Crown Holdings, Inc.
for the Company’s three-piece products and equipment business is generally recognized using the cost-to-cost input method as
these products involve an intermediary step that results in customized work-in-process inventory. For products that follow a point
in time model, revenue is generally recognized when title and risk of loss transfer.
Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring goods or providing
services. Standalone selling prices for each performance obligation are generally stated in the contract. When the Company offers
variable consideration in the form of volume rebates to customers, it estimates the most likely amount of revenue to which it is
expected to be entitled and includes the estimate in the transaction price, limited to the amount which is probable will not result
in reversal of cumulative revenue recognized when the variable consideration is resolved. When the Company offers customers
options to purchase additional product at discounted prices, judgment is required to determine if the discounted prices represent
material rights. If so, the transaction price allocated to the discount is based on its relative standalone price and is recognized upon
purchase of the additional product. Customer payment terms are typically less than one year and as such, the Company has applied
the practical expedient to exclude consideration of significant financing components from the determination of transaction price.
Taxes collected from customers and remitted to governmental authorities are excluded from net sales. Shipping and handling fees
and costs from product sales are reported as cost of products sold and are accrued when the Company recognizes revenue over
time before the shipping and handling activities occur. Costs to obtain a contract are generally immaterial but the Company has
elected the practical expedient to expense these costs as incurred if the duration of the contract is one year or less.
Unbilled receivables are recorded for revenue recognized over time when the Company has determined that control has passed to
the customer but the customer has not yet been invoiced because the Company does not have present right to payment. The
Company generally has a present right to payment when title of product transfers. Unbilled receivables are included in receivables
in the Consolidated Balance Sheet with a corresponding decrease to inventory.
Contract assets are recorded for revenue recognized over time when the Company has determined that control for a performance
obligation has passed to the customer, but the right to invoice the customer is contingent upon the completion of the performance
obligations included in the contract. Contract assets are classified as current as they are expected to be invoiced within one year
and may not exceed their net realizable value.
Contract liabilities are established if the Company must defer the recognition of a portion of consideration received because it has
to satisfy a future obligation. Contract liabilities are classified as current or noncurrent based on when the Company expects to
recognize revenue.
Stock-Based Compensation. For awards with a service or market condition, compensation expense is recognized over the vesting
period on a straight-line basis using the grant date fair value of the award and the estimated number of awards that are expected
to vest. For awards with a performance condition, the Company assesses the probability of vesting at each reporting period and
adjust compensation cost based on its probability assessment. The Company’s plans provide for stock awards which may include
accelerated vesting upon retirement, disability, or death of eligible employees. The Company considers a stock-based award to be
vested when the service period is no longer contingent on the employee providing future service. Accordingly, the related
compensation cost is recognized immediately for awards granted to retirement-eligible individuals, or over the period from the
grant date to the date that retirement eligibility is achieved if less than the stated vesting period.
Cash, Cash Equivalents and Restricted Cash. Cash equivalents represent investments with maturities of three months or less
from the time of purchase and are carried at cost, which approximates fair value because of the short maturity of those instruments.
Outstanding checks in excess of funds on deposit are included in accounts payable. The Company generally classifies any cash
that is legally restricted as to withdrawal or usage as restricted cash.
Accounts Receivable and Allowance for Doubtful Accounts. Trade accounts receivable are recorded at the invoiced amount
and do not bear interest. The allowance for doubtful accounts is the best estimate of the amount of probable credit losses in existing
accounts receivable. The allowance is determined based on a review of individual accounts for collectability, generally focusing
on those accounts that are past due or experiencing financial difficulties. The current year expense to adjust the allowance for
doubtful accounts is recorded within selling and administrative expense in the Consolidated Statements of Operations.
Inventory Valuation. Inventories are stated at the lower of cost or market, with cost principally determined under the first-in,
first-out (“FIFO”) or average cost method.
Property, Plant and Equipment. Property, plant and equipment (“PP&E”) is carried at cost less accumulated depreciation and
includes expenditures for new facilities and equipment and those costs which substantially increase the useful lives or capacity of
existing PP&E. Cost of constructed assets includes capitalized interest incurred during the construction and development period.
52
Crown Holdings, Inc.
Maintenance and repairs, including labor and material costs for planned major maintenance such as annual production line overhauls,
are expensed as incurred. When PP&E is retired or otherwise disposed, the net carrying amount is eliminated with any gain or loss
on disposition recognized in earnings at that time.
Depreciation is provided on a straight-line basis over the estimated useful lives of the assets described below (in years). The
Company periodically reviews the estimated useful lives of its PP&E and, where appropriate, changes are made prospectively.
Land improvements
Buildings and building improvements
Machinery and equipment
25
25 – 40
3 – 18
Goodwill and Intangible Assets. Assets and liabilities of acquired businesses are recorded under the acquisition method of
accounting at their estimated fair values at the dates of acquisition. Goodwill represents costs in excess of fair values assigned to
the underlying identifiable net assets of acquired businesses. Goodwill is carried at cost and reviewed for impairment annually in
the fourth quarter of each year or when facts and circumstances indicate goodwill may be impaired. Goodwill was allocated to
the reporting units at the time of each acquisition based on the relative fair values of the reporting units. In assessing goodwill for
impairment, the Company may first assess qualitative factors to determine whether the existence of events or circumstances leads
to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. Further
quantitative assessment may then be required. The quantitative assessment involves a number of assumptions and judgments,
including the calculation of fair value for the Company’s identified reporting units. The Company determines the estimated fair
value of each reporting unit based on an average of the estimated fair values using an income and a market approach. The income
approach utilizes significant assumptions, including revenue and Adjusted EBITDA margin growth rates and discount rate. If the
carrying value of a reporting unit exceeds its fair value, any impairment loss is measured by comparing the carrying value of the
reporting unit to its fair value, not to exceed the carrying amount of goodwill.
Definite-lived intangible assets are carried at cost less accumulated amortization. Definite-lived intangibles are amortized on a
straight-line basis over their estimated useful lives described below (in years). Definite-lived intangible assets are tested for
impairment when facts and circumstances indicate the carrying value may not be recoverable from their undiscounted cash flows.
If impaired, the assets are written down to fair value based on either discounted cash flows or appraised values.
Customer relationships
Trade names
Technology
Long-term supply contracts
Patents
11 - 18
8 - 27
6 - 8
15
8
Impairment or Disposal of Long-Lived Assets. In the event that facts and circumstances indicate that the carrying value of long-
lived assets, primarily PP&E and certain identifiable intangible assets with finite lives, may be impaired, the Company performs
a recoverability evaluation. If the evaluation indicates that the carrying value of an asset is not recoverable from its undiscounted
cash flows, an impairment loss is measured by comparing the carrying value of the asset to its fair value, based on discounted cash
flows. Long-lived assets classified as held for sale are presented in the balance sheet at the lower of their carrying value or fair
value less cost to sell.
Leases. The Company has operating and finance leases for land and buildings related to certain manufacturing facilities, warehouses
and corporate offices, vehicle fleets and certain office and manufacturing equipment. Leases with an initial term of 12 months or
less are not recorded on the balance sheet. The Company's lease terms include options to extend the lease when it is reasonably
certain that the Company will exercise the option. Variable lease payment amounts that cannot be determined at commencement
of the lease, such as increases in index rates, are not included in the measurement of the lease liabilities and corresponding right-
of-use assets and are recognized in the period those payments are incurred. The Company separates lease and non-lease components
of lease arrangements and allocates contract consideration based on standalone selling prices. Variable consideration is allocated
to the lease and non-lease components to which the variable payments specifically relates. The discount rate implicit within the
Company's leases is often not determinable and therefore the Company generally uses its incremental borrowing rate based on the
information available at the commencement date of the lease in determining the present value of the lease payments. The incremental
borrowing rate is determined based on lease term and the currency in which lease payments are made. The Company's leases do
not contain any material residual value guarantees or material restrictive covenants.
53
Crown Holdings, Inc.
Taxes on Income. The provision for income taxes is determined using the asset and liability approach. Deferred taxes represent
the future expected tax consequences of differences between the financial reporting and tax bases of assets and liabilities based
upon enacted tax rates and laws. The Tax Act created a requirement that certain intangible income of foreign subsidiaries must
be included currently in the gross income of the U.S. shareholder. The Company has made an accounting policy election to treat
taxes due on future U.S. inclusions in taxable income related to this intangible income as a current period expense when incurred.
Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized.
Investment tax credits are accounted for using the deferral method. Income tax-related interest and penalties are reported as income
tax expense.
Derivatives and Hedging. All outstanding derivative financial instruments are recognized in the balance sheet at their fair values.
The impact on earnings from recognizing the fair values of these instruments depends on their intended use, their hedge designation
and their effectiveness in offsetting changes in the fair values of the exposures they are hedging. Changes in the fair values of
instruments designated to reduce or eliminate adverse fluctuations in the fair values of recognized assets and liabilities are reported
currently in earnings along with changes in the fair values of the hedged items. Changes in the effective portions of the fair values
of instruments used to reduce or eliminate adverse fluctuations in cash flows of anticipated or forecasted transactions are reported
in equity as a component of accumulated other comprehensive income. Amounts in accumulated other comprehensive income are
reclassified to earnings when the related hedged items impact earnings or the anticipated transactions are no longer probable.
Changes in the fair values of derivative instruments that are not designated as hedges or do not qualify for hedge accounting
treatment are reported currently in earnings. Amounts reported in earnings are classified consistent with the item being hedged.
The effectiveness of derivative instruments in reducing risks associated with the hedged exposures is assessed at inception and on
an ongoing basis. Time value, a component of an instrument’s fair value, is excluded in assessing effectiveness for fair value
hedges, except hedges of firm commitments, and included for cash flow hedges.
Hedge accounting is discontinued prospectively when (i) the instrument is no longer effective in offsetting changes in fair value
or cash flows of the underlying hedged item, (ii) the instrument expires, is sold, terminated or exercised, or (iii) designating the
instrument as a hedge is no longer appropriate.
The Company formally documents all relationships between its hedging instruments and hedged items at inception, including its
risk management objective and strategy for establishing various hedge relationships. Cash flows from hedging instruments are
classified in the Consolidated Statements of Cash Flows consistent with the items being hedged.
Treasury Stock. Treasury stock is reported at par value. The excess of fair value over par value is first charged to paid-in capital,
if any, and then to retained earnings.
Research and Development. Research, development and engineering costs of $55 in 2019, $51 in 2018, and $39 in 2017 were
expensed as incurred and reported in selling and administrative expense in the Consolidated Statements of Operations. Substantially
all engineering and development costs are related to developing new products or designing significant improvements to existing
products or processes. Costs primarily include employee salaries and benefits and facility costs.
Reclassifications. Certain reclassifications of prior years’ data have been made to conform to the current year presentation.
Recent Accounting and Reporting Pronouncements.
Recently Adopted Accounting Standards
In February 2016, the FASB issued new guidance on lease accounting. Under the new guidance, lease classification criteria and
income statement recognition are similar to previous guidance; however, all leases with a term longer than one year are recorded
on the balance sheet through a right-of-use asset and a corresponding lease liability. The Company adopted the standard on a
modified retrospective basis on January 1, 2019. In addition, the Company elected the package of practical expedients, which
allowed the Company to carry forward its historical assessments of whether contracts are or contain leases, lease classification
and initial direct costs. Adoption of this standard resulted in the recording of operating right-of-use assets and corresponding
operating lease liabilities of approximately $220. Finance leases were already recorded on the balance sheet under the previous
guidance in current and long-term maturities of long-term debt. Upon adoption of this standard $5 was reclassified to accrued
liabilities and $24 was reclassified to other non-current liabilities. The Company reclassified prior period amounts to conform to
the current year presentation. See Note B for further information on the Company's lease arrangements.
54
Crown Holdings, Inc.
In February 2018, the FASB issued new accounting guidance to permit the reclassification from accumulated other comprehensive
earnings to retained earnings of stranded tax effects resulting from the Tax Act. The Company adopted the guidance on January
1, 2019 and elected not to reclassify stranded tax effects resulting from the Tax Act.
Recently Issued Accounting Standards
In June 2016, the FASB issued new guidance on the accounting for credit losses on financial instruments. The new standard
introduces an approach, based on expected losses, to estimate credit losses on certain types of financial instruments. The new
approach to estimating credit losses (referred to as the current expected credit losses model) applies to most financial assets
measured at amortized cost and certain other instruments, including trade and other receivables, loans, held-to-maturity debt
securities, net investments in operating leases and off-balance-sheet credit exposures. This guidance is effective for the Company
on January 1, 2020. The Company is currently evaluating the impact of adopting this standard and does not expect the guidance
to have a material impact on the Company's consolidated financial statements.
In August 2018, the FASB issued new guidance which aligns the accounting for implementation costs incurred in a cloud
computing arrangement that is a service arrangement (i.e. hosting arrangement) with the guidance on capitalizing costs for
internal use software. The Company will adopt this standard on a prospective basis on January 1, 2020 and does not expect the
guidance to have a material impact on the Company's consolidated financial statements.
In December 2019, the FASB issued new guidance to simplify the accounting for income taxes by, among other things,
reducing complexity in the interim-period accounting for year-to-date loss limitations and changes in tax laws. The guidance is
effective for the Company on January 1, 2021. The Company does not expect the guidance to have a material impact on the
consolidated financial statements.
B. Leases
The Company adopted new guidance on lease accounting on January 1, 2019 on a modified retrospective basis, as discussed in
Note A. Total operating lease expense under the previous guidance was $50 for each of the years ended December 31, 2018 and
2017.
The components of lease expense for the year ended December 31, 2019 were as follows:
Operating lease costs:
Operating lease cost
Short-term lease cost
Total operating lease costs
Finance lease cost:
Amortization of right-of-use assets
Total finance lease costs
2019
49
4
53
1
1
$
$
$
$
Variable operating lease costs were $3 for the year ended December 31, 2019. Interest on finance lease liabilities was less than
$1 for the year ended December 31, 2019.
Supplemental cash flow information related to leases was as follows:
55
Crown Holdings, Inc.
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases
Financing cash flows from finance leases
Right-of-use assets obtained in exchange for lease obligations:
Operating leases
Operating cash flows from finance leases were less than $1 for the year ended December 31, 2019.
Supplemental balance sheet information related to leases was as follows:
Operating leases:
Operating lease right-of-use assets
Current portion of operating lease liabilities
Non-current portion of operating lease liabilities
Total operating lease liabilities
Finance leases:
Property, plant and equipment
Accumulated depreciation
Property, plant and equipment, net
Accrued liabilities
Other non-current liabilities
Total finance lease liabilities
Weighted average remaining lease term:
Operating leases
Finance leases
Weighted average discount rate:
Operating leases
Finance leases
$
$
$
$
$
$
$
$
$
2019
51
15
33
2019
204
51
156
207
27
(1)
26
2
11
13
9.5
7.0
4.2%
4.1%
Maturities of lease liabilities as of December 31, 2019 were as follows:
2020
2021
2022
2023
2024
Thereafter
Total lease payments
Less imputed interest
Total
Operating Leases
Finance Leases
$
$
53
42
30
22
18
100
265
(58)
207
$
$
3
2
2
2
2
4
15
(2)
13
56
Maturities of lease liabilities as of December 31, 2018 were as follows:
Crown Holdings, Inc.
2019
2020
2021
2022
2023
Thereafter
Total lease payments
Operating Leases
Finance Leases
$
$
54
42
34
26
21
117
294
$
$
5
5
5
4
4
6
29
At December 31, 2019, the Company does not have material lease commitments that have not commenced.
C. Acquisition of Signode
On April 3, 2018, the Company completed its acquisition of Signode, a leading global provider of transit packaging systems and
solutions, thereby broadening and diversifying its customer base and product offerings. The Company paid a purchase price of
$3.9 billion.
The following unaudited supplemental pro forma data presents consolidated information as if the acquisition had been completed
on January 1, 2017. These amounts were calculated after adjusting Signode's results to reflect interest expense incurred on the
debt to finance the acquisition, additional depreciation and amortization that would have been charged assuming the fair value of
property, plant and equipment and intangible assets had been applied from January 1, 2017 and related transaction costs. These
adjustments also include an additional charge of $32 in the year ended December 31, 2017 for the fair value adjustment for
inventory acquired.
Pro forma net sales
Pro forma net income attributable to Crown Holdings
Unaudited pro forma data
for the year-ended December 31,
2018
2017
$
11,739
442
$
10,930
234
The pro forma data should not be considered indicative of the results that would have occurred if the acquisition and related
financing had been consummated on the assumed completion dates, nor are they indicative of future results.
D. Cash, Cash Equivalents, and Restricted Cash
Cash, cash equivalents, and restricted cash included in the Company's Consolidated Balance Sheets and Statement of Cash Flows
were as follows:
Cash and cash equivalents
Restricted cash included in prepaid expenses and other current assets
Restricted cash included in other non-current assets
Total restricted cash
Total cash, cash equivalents and restricted cash
2019
2018
607
$
607
50
6
56
45
7
52
663
$
659
$
$
Amounts included in restricted cash primarily represent amounts required to be segregated by certain of the Company's receivables
securitization agreements.
57
Crown Holdings, Inc.
E. Receivables
Accounts receivable
Less: allowance for doubtful accounts
Net trade receivables
Unbilled receivables
Miscellaneous receivables
2019
2018
$
$
1,162
(62)
1,100
226
202
1,528
$
$
1,303
(65)
1,238
181
183
1,602
The Company uses receivables securitization and factoring facilities in the normal course of business as part of managing its cash
flows. The Company accounts for transfers under its securitization facilities as sales because the Company sells full title and
ownership in the underlying receivables and has met the criteria for control of the receivables to be considered transferred.
The Company accounts for its factoring arrangements as either sales or secured borrowing based on whether it has transferred
control over the factored receivables. The Company’s continuing involvement in factored receivables accounted for as sales is
limited to servicing the receivables. The Company receives adequate compensation for servicing the receivables and no servicing
asset or liability is recorded.
At December 31, amounts securitized or factored were as follows:
Accounted for as secured borrowings
Accounted for as sales
$
2019
14
1,318
$
2018
9
1,097
In July 2018, the Company terminated its $200 North American securitization facility, which included a deferred purchase price
component, and entered into a new securitization facility to sell, on a revolving basis, certain trade accounts receivable balances
up to a maximum of $375. The new facility, which matures in 2020, removed the deferred purchase price component but requires
the Company to maintain a deposit in a restricted cash account. The Company received net proceeds of $106 from the termination
of the securitization facility and resale of receivables under the new agreement. These proceeds are included in the beneficial
interest in securitized receivables line in the Company's Consolidated Statement of Cash Flows.
The Company recorded expenses related to securitization and factoring facilities of $23 in 2019, $21 in 2018, and $15 in 2017 as
interest expense.
F. Inventories
Raw materials and supplies
Work in process
Finished goods
2019
2018
$
$
905
151
570
1,626
$
$
937
144
609
1,690
58
Crown Holdings, Inc.
G. Goodwill
Changes in the carrying amount of goodwill by reportable segment for the years ended December 31, 2019 and 2018 was as
follows:
Americas
Beverage
European
Beverage
European
Food
Transit
Packaging
Non-
reportable
segments
Total
Balance at January 1, 2018
$
844 $
564 $
1,355 $
— $
283 $
Goodwill acquired
Foreign currency translation
Balance at December 31, 2018
Goodwill acquired
Goodwill impairment
Foreign currency translation
—
(2)
842
—
—
23
—
(33)
531
—
—
3
Balance at December 31, 2019
$
865 $
534 $
—
(64)
1,291
—
—
(22)
1,269 $
1,552
(46)
1,506
8
—
(5)
1,509 $
—
(11)
272
—
(25)
6
253 $
4,430
3,046
1,552
(156)
4,442
8
(25)
5
In 2019, the goodwill impairment included in non-reportable segments related to the European Aerosols and Promotional
Packaging reporting unit. In recent years market demand for three-piece aerosol packaging has gradually declined. This
decline combined with higher operating costs that have not been fully recovered in selling prices has had an adverse impact on
the expected future cash flows utilized in the Company’s valuation. As a result, the reporting unit's fair value declined below
its carrying value.
The carrying amount of goodwill at December 31, 2019 was net of the following accumulated impairments:
Americas
Beverage
European
Beverage
European
Food
Transit
Packaging
Non-
reportable
Segments
Total
Accumulated impairments balance at
December 31, 2019
$
29 $
73 $
724 $
— $
175 $
1,001
H. Intangible Assets
Gross carrying amounts and accumulated amortization of finite-lived intangible assets by major class were as follows:
Customer relationships
Trade names
Technology
Long term supply contracts
Patents
Gross
$ 1,621
541
158
150
14
$ 2,484
$
December 31, 2019
Accumulated
amortization
$
Net
$ 1,290
501
117
102
5
$ 2,015
Gross
$ 1,615
547
160
143
14
$ 2,479
December 31, 2018
Accumulated
amortization
$
$
(206)
(17)
(18)
(37)
(8)
(286)
Net
$ 1,409
530
142
106
6
$ 2,193
(331)
(40)
(41)
(48)
(9)
(469)
Amortization expense for the years ended December 31, 2019, 2018, and 2017 was $186, $148 and $39.
Annual amortization expense for each of the years from 2020 - 2023 is estimated to be $167 and 2024 is estimated to be $159.
59
I. Property, Plant and Equipment
Buildings and improvements
Machinery and equipment
Land and improvements
Construction in progress
Less: accumulated depreciation and amortization
J. Other Non-Current Assets
Pension benefits
Deferred taxes
Fair value of derivatives
Investments
Debt issuance costs
Other
K. Accrued Liabilities
Salaries and employee benefits
Accrued taxes, other than on income
Accrued interest
Income taxes
Fair value of derivatives
Asbestos liabilities
Restructuring
Other
Crown Holdings, Inc.
2019
2018
$
$
$
$
$
$
1,402
5,836
298
276
7,812
(3,925)
3,887
2019
491
278
54
20
15
109
967
2019
205
139
82
67
44
25
17
486
1,065
$
$
$
$
$
$
1,352
5,562
280
323
7,517
(3,772)
3,745
2018
360
272
20
19
15
117
803
2018
210
124
83
47
52
25
21
449
1,011
L. Restructuring and Other
The Company recorded restructuring and other items as follows:
Asset impairments and sales
Restructuring
Transaction costs
Other (income) / costs
2019
2018
2017
$
$
(7)
22
—
(41)
(26)
$
$
(5)
25
26
(2)
44
$
$
12
18
2
19
51
In 2019, asset impairments and sales included gains of $13 related to asset sales partially offset by a charge of $6 related to a fire
at a production facility in Asia.
60
Crown Holdings, Inc.
Restructuring costs in 2019 included charges of $18 of termination benefits related to headcount reductions across the Company's
divisions, including $14 related to headcount reductions in the Company's European and Transit Packaging divisions.
Other (income) / costs of $41 in 2019 included gains of $50 arising from favorable court rulings related to the recovery of indirect
taxes paid in prior years by certain of the Company's Brazilian subsidiaries and a charge of $7 related to the settlement of a litigation
matter related to Signode that arose prior to its acquisition by the Company in 2018.
In 2018, the Company recorded asset impairment charges of $13 to write down the carrying value of fixed assets related to the
announced closure of two beverage can plants in the Company's Asia Pacific segment. The Company announced plans to close
the plants in response to economic conditions in China. Asset impairment and sales also includes gains on asset sales related to
prior restructuring actions.
Restructuring costs in 2018 included $5 for termination benefits related to the closure of two beverage can plants in the Company's
Asia Pacific segment discussed above, $12 of termination benefits related to other actions to reduce manufacturing capacity and
headcount and other exit costs of $8 related to prior and current year restructuring actions.
In 2017, asset impairments and sales included a charge of $19 to write down the carrying value of fixed assets related to the closure
of beverage can plants in China and the U.S., a promotional packaging facility in Europe and a food can facility in Peru. Asset
impairments and sales also included a benefit of $5 due to the expiration of an environmental indemnification related to the sale
of certain operations in the Company's European Promotional Packaging business in 2015. Additionally, the Company recorded
restructuring charges of $18 for termination benefits related to the plant closures listed above.
Transaction costs in 2018 and 2017 relate to the acquisition of Signode as described in Note B.
In 2017, other costs included a charge of $19 due to the settlement of a litigation matter related to Mivisa that arose prior to its
acquisition by the Company in 2014. In 2018, the Company recorded a benefit of $6 due to the favorable settlement of this matter.
Restructuring charges by segment were as follows:
Americas Beverage
European Beverage
European Food
Asia Pacific
Transit Packaging
Non-reportable segments
Corporate
Restructuring charges by type were as follows:
Termination benefits
Other exit costs
2019
2018
2017
$
$
1
—
4
3
6
5
3
$
4
1
4
5
3
5
3
$
22
$
25
$
3
—
4
3
—
8
—
18
2019
2018
2017
$
$
18
4
22
$
$
17
8
25
$
$
15
3
18
At December 31, 2019, the Company had a restructuring accrual of $17, primarily related to the closure of the beverage can plants
in China discussed above, and actions to reduce manufacturing capacity and headcount in its European businesses. The Company
expects to pay these amounts over the next twelve months. The Company continues to review its supply and demand profile and
long-term plans in its businesses, and it is possible that the Company may record additional restructuring charges in the future.
61
Crown Holdings, Inc.
2019
2018
Principal
outstanding
75
$
Carrying
amount
$
75
Principal
outstanding
89
$
Carrying
amount
$
89
M.
Debt
Short-term debt
Long-term debt
Senior secured borrowings:
Term loan facilities
U.S. dollar at LIBOR plus 1.5% due 2024
U.S. dollar at LIBOR plus 2.00% due 2025
Euro at EURIBOR plus 1.5% due 20241
Euro at EURIBOR plus 2.375% due 20252
Senior notes and debentures:
€650 at 4.0% due 2022
U. S. dollar at 4.50% due 2023
€335 at 2.25% due 2023
€550 at 0.75% due 2023
€600 at 2.625% due 2024
€600 at 3.375% due 2025
U.S. dollar at 4.25% due 2026
U.S. dollar at 4.75% due 2026
U.S. dollar at 7.375% due 2026
€500 at 2.875% due 2026
U.S. dollar at 7.50% due 2096
Other indebtedness in various currencies:
Fixed rate with rates in 2019 from 4.0% to 7.5%
due through 2036
Variable rate with average rates in 2019 from 2.6%
to 4.3% due through 2025
Total long-term debt
Less: current maturities
Total long-term debt, less current maturities
$
(1) €450 and €263 at December 31, 2019 and 2018
(2) €746 at December 31, 2018
1,100
—
505
—
729
1,000
376
617
673
673
400
875
350
561
40
39
6
7,944
(62)
7,882
1,094
—
504
—
725
995
372
610
668
667
395
863
348
554
40
39
6
7,880
(62)
7,818
$
$
815
887
301
855
745
1,000
384
—
688
688
400
875
350
573
40
62
4
8,667
(81)
8,586
810
864
301
846
740
993
380
—
682
681
394
863
348
566
40
62
4
8,574
(81)
8,493
$
The estimated fair value of the Company’s long-term borrowings, using a market approach incorporating level 2 inputs such as
quoted market prices for the same or similar issues, was $8,410 at December 31, 2019 and $8,735 at December 31, 2018.
The revolving credit facilities include provisions for letters of credit up to $310 that reduce the amount of borrowing capacity
otherwise available. At December 31, 2019, the Company’s available borrowing capacity under the credit facilities was $1,586,
equal to the facilities’ aggregate capacity of $1,650 less $64 of outstanding letters of credit. The interest rate on the facilities can
vary from LIBOR or EURIBOR, with a floor of zero, plus a margin of up to 1.55%, depending on the facility, based on the
Company's leverage ratio. The revolving credit facilities and term loan facilities contain restrictions on the ability of the Company
to, among other things, incur additional debt, pay dividends, repurchase capital stock and make certain restricted payments and
requires the Company to maintain a leverage ratio of no greater than 5.75 times at December 31, 2019. The Company was in
compliance with all covenants as of December 31, 2019.
The weighted average interest rates were as follows:
Short-term debt
Revolving credit facilities
2019
2.6%
3.8%
2018
1.0%
3.2%
2017
1.4%
3.3%
62
Crown Holdings, Inc.
Aggregate maturities of long-term debt, excluding unamortized discounts and debt issuance costs, for the five years subsequent
to 2019 are $62, $44, $813, $2,076 and $2,042. Cash payments for interest during 2019, 2018 and 2017 were $362, $334 and
$225.
2019 Activity
In October 2019, the Company issued €550 ($617 at December 31, 2019) principal amount 0.75% senior unsecured notes due
2023. The notes were issued at par by Crown European Holdings, S.A., a subsidiary of the Company, and are unconditionally
guaranteed by the company and certain of its subsidiaries. In December 2019, the Company borrowed $1,100 Term A Loans and
€450 ($505 at December 31, 2019) of Term Euro Loans, and used the proceeds, together with the proceeds from the issuance of
the €550 senior notes, cash on hand and borrowings under the Revolving Credit Facilities to refinance in full the U.S. dollar Term
A and Euro Term A loan facilities due in 2022 and the U.S. dollar Term B and Euro Term B loan facilities due in 2025.
N. Derivative and Other Financial Instruments
Fair Value Measurements
Under U.S. GAAP a framework exists for measuring fair value, providing a three-tier hierarchy of pricing inputs used to report
assets and liabilities that are adjusted to fair value. Level 1 includes inputs such as quoted prices which are available in active
markets for identical assets or liabilities as of the reporting date. Level 2 includes inputs other than quoted prices in active markets
included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3 includes unobservable
pricing inputs that are not corroborated by market data or other objective sources. The Company has no items valued using Level
3 inputs other than certain pension plan assets.
The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability. The Company’s
assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation
of assets and liabilities measured at fair value and their placement within the fair value hierarchy.
The Company applies a market approach to value its commodity price hedge contracts. Prices from observable markets are used
to develop the fair value of these financial instruments and they are reported under Level 2. The Company uses an income approach
to value its foreign exchange forward contracts. These contracts are valued using a discounted cash flow model that calculates the
present value of future cash flows under the terms of the contracts using market information as of the reporting date, such as
foreign exchange spot and forward rates, and are reported under Level 2 of the fair value hierarchy.
Fair value disclosures for financial assets and liabilities that were accounted for at fair value on a recurring basis are provided later
in this note. In addition, see Note M for fair value disclosures related to debt.
Derivative Financial Instruments
In the normal course of business the Company is subject to risk from adverse fluctuations in currency exchange rates, interest
rates and commodity prices. The Company manages these risks through a program that includes the use of derivative financial
instruments, primarily swaps and forwards. Counterparties to these contracts are major financial institutions. The Company is
exposed to credit loss in the event of nonperformance by these counterparties. The Company does not use derivative instruments
for trading or speculative purposes.
The Company’s objective in managing exposure to market risk is to limit the impact on earnings and cash flow. The extent to
which the Company uses such instruments is dependent upon its access to these contracts in the financial markets and its success
using other methods, such as netting exposures in the same currencies to mitigate foreign exchange risk and using sales agreements
that permit the pass-through of commodity price and foreign exchange rate risk to customers.
For derivative financial instruments accounted for in hedging relationships, the Company formally designates and documents, at
inception, the financial instrument as a hedge of a specific underlying exposure, the risk management objective and the manner
in which effectiveness will be assessed. The Company formally assesses, both at inception and at least quarterly thereafter, whether
the hedging relationships are effective in offsetting changes in fair value or cash flows of the related underlying exposures. When
a hedge no longer qualifies for hedge accounting, the change in fair value from the date of the last effectiveness test is recognized
in earnings. Any gain or loss which has accumulated in other comprehensive income at the date of the last effectiveness test is
reclassified into earnings at the same time as the underlying exposure.
63
Cash Flow Hedges
Crown Holdings, Inc.
The Company designates certain derivative financial instruments as cash flow hedges. No components of the hedging instruments
are excluded from the assessment of hedge effectiveness. Changes in fair value of outstanding derivatives accounted for as cash
flow hedges are recorded in accumulated other comprehensive income until earnings are impacted by the hedged transaction.
Classification of the gain or loss in the Consolidated Statements of Operations upon release from accumulated other comprehensive
income is the same as that of the underlying exposure. Contracts outstanding at December 31, 2019 mature between one and
twenty-seven months.
When the Company discontinues hedge accounting because it is no longer probable that an anticipated transaction will occur in
the originally specified period, changes to fair value accumulated in other comprehensive income are recognized immediately in
earnings.
The Company uses commodity forwards to hedge anticipated purchases of various commodities, including aluminum, fuel oil
and natural gas and these exposures are hedged by a central treasury unit.
The Company also designates certain foreign exchange contracts as cash flow hedges of anticipated foreign currency denominated
sales or purchases. The Company manages these risks at the operating unit level. Often, foreign currency risk is hedged together
with the related commodity price risk.
In June 2019, the Company entered into interest rate swaps to convert $200 of its U.S. dollar term loan facility from floating-rate
to a fixed-rate of 1.82%. These interest rate swaps mature in June 2021.
The following tables set forth financial information about the impact on accumulated other comprehensive income ("AOCI")
and earnings from changes in fair value related to derivative instruments designated as cash flow hedges.
Amount of gain/(loss)
recognized in AOCI
Derivatives designated as cash
flow hedges
2019
2018
Foreign exchange
Interest rate
Commodities
$
$
(8) $
(1)
(13)
(22) $
(3)
—
(32)
(35)
Amount of gain/
(loss) reclassified from
AOCI into income
Derivatives designated as cash
flow hedges
2019
2018
Affected line item in the
Statement of Operations
Foreign exchange
Commodities
Foreign exchange
Commodities
$
(4) $
(11) Net sales
14
(1)
(52)
(43)
11
(5) Net sales
6 Cost of products sold
31 Cost of products sold
21
Income before taxes
(6) Provision for income taxes
$
(32) $
15 Net Income
For the year ended December 31, 2020, a net loss of $9 ($7, net of tax) is expected to be reclassified to earnings. No amounts were
reclassified during the years ended December 31, 2019 and 2018 in connection with anticipated transactions that were no longer
considered probable.
64
Fair Value Hedges and Contracts Not Designated as Hedges
Crown Holdings, Inc.
The Company designates certain derivative financial instruments as fair value hedges of recognized foreign-denominated assets
and liabilities, generally trade accounts receivable and payable and unrecognized firm commitments. The notional values and
maturity dates of the derivative instruments coincide with those of the hedged items. Changes in fair value of the derivative
financial instruments, excluding time value, are offset by changes in fair value of the related hedged items.
Certain derivative financial instruments, including foreign exchange contracts related to intercompany debt, were not designated
or did not qualify for hedge accounting; however, they are effective economic hedges as the changes in their fair value, except for
time value, are offset by changes from re-measurement of the related hedged items. The Company’s primary use of these derivative
instruments is to offset the earnings impact that fluctuations in foreign exchange rates have on certain monetary assets and liabilities
denominated in nonfunctional currencies. Changes in fair value of these derivative instruments are immediately recognized in
earnings as foreign exchange adjustments.
The impact on earnings from foreign exchange contracts designated as fair value hedges was a gain of $1 for the year ended
December 31, 2019 and a loss of $2 for the year ended December 31, 2018. These adjustments were reported within foreign
exchange in the Consolidated Statements of Operations and were offset by changes in the fair values of the related hedged items.
The following table sets forth the impact on earnings from derivatives not designated as hedges.
Derivatives not designated as hedges
2019
2018
Affected line item in the
Statement of Operations
Pre-tax amount of gain/(loss)
recognized in earnings
Foreign exchange
Foreign exchange
Foreign exchange
Net Investment Hedges
$
$
(3) $
3
(26)
(26) $
4 Net sales
(6) Cost of products sold
(26) Foreign exchange
(28)
The Company designates certain debt and derivative instruments as net investment hedges to manage foreign currency risk relating
to net investments in subsidiaries denominated in foreign currencies.
For the years ended December 31, 2019 and 2018, the Company recorded gains of $27 ($27, net of tax) and $47 ($43, net of tax)
in other comprehensive income for certain debt instruments that are designated as hedges of its net investment in a euro-based
subsidiary. As of December 31, 2019, cumulative losses of $32 ($9, net of tax) were recognized in accumulated other comprehensive
income related to these net investment hedges and the carrying amount of the hedged net investment was approximately €1,207
($1,354 at December 31, 2019).
In November 2018, the Company entered into a series of cross-currency swaps with an aggregate notional value of $875 (€768).
The swaps are designated as hedges of the Company's net investment in a euro-based subsidiary. Under the cross-currency
contracts, the Company will receive semi-annual fixed U.S. dollar payments at a rate of 4.75% of the U.S. notional value and pay
1.84% on the euro notional value.
In May 2019, the Company entered into a cross-currency swap with an aggregate notional value of $200 (€179). The swap is
designated as a hedge of the Company's net investment in a euro-based subsidiary. Under the cross-currency contract, the
Company receives quarterly variable U.S. dollar payments at a rate of LIBOR plus a floating rate spread on the dollar notional
value and pays EURIBOR plus a floating rate spread on the euro notional value.
Gains or losses on net investment hedges remain in accumulated other comprehensive income until disposal of the underlying
assets.
The following tables set forth financial information about the impact on other comprehensive income ("OCI") from changes in
the fair value of derivative instruments designated as net investment hedges.
65
Crown Holdings, Inc.
Derivatives designated as net investment hedges
Foreign exchange
Amount of gain/(loss) recognized in
OCI
2019
2018
$
26
$
11
Gains and losses representing components excluded from the assessment of effectiveness on derivatives designated as net
investment hedges are recognized in accumulated other comprehensive income.
Fair Values of Derivative Financial Instruments
The following table sets forth the Company's financial assets and liabilities that were accounted for at fair value on a recurring
basis.
Balance Sheet
classification
December 31,
2019
December
31, 2018
Balance Sheet
classification
December 31,
2019
December
31, 2018
Derivatives designated as hedging
instruments
Foreign exchange
contracts cash flow
Foreign exchange
contracts fair value
Commodities
contracts cash flow
Interest rate
contracts cash flow
Net investment
hedge
Other current
assets
Other non-
current assets
Other current
assets
Other current
assets
Other non-
current assets
Other non-
current assets
Other non-
current assets
Derivatives not designated as hedging
instruments
Foreign exchange
contracts
Other current
assets
Other non-
current assets
Total derivatives
Fair Value Hedge Carrying Amounts
$
10
$
1
1
11
—
—
51
74
7
2
9
83
$
$
$
$
$
$
$
$
Accrued
liabilities
Other non-
current liabilities
Accrued
liabilities
Accrued
liabilities
Other non-
current liabilities
Other non-
current liabilities
Other non-
current liabilities
Accrued
liabilities
Other non-
current liabilities
6
3
1
16
2
—
15
43
4
—
4
47
$
15
$
1
3
21
—
1
2
43
$
5
1
6
49
$
$
$
$
$
$
$
5
1
1
42
6
—
—
55
4
—
4
59
Line item in the Balance Sheet in which the hedged item is included
Receivables, net
Accrued liabilities
Carrying amount of the hedged assets/
(liabilities)
December 31,
2019
December 31,
2018
12
(83)
15
(13)
As of December 31, 2019 and 2018, the cumulative amounts of fair value hedging adjustments included in the carrying amount
of the hedge assets and liabilities were losses of $2 and less than $1.
66
Offsetting of Derivative Assets and Liabilities
Crown Holdings, Inc.
Certain derivative financial instruments are subject to agreements with counterparties similar to master netting arrangements and
are eligible for offset. The Company has made an accounting policy election not to offset the fair values of these instruments. In
the table below, the aggregate fair values of the Company's derivative assets and liabilities are presented on both a gross and net
basis, where appropriate.
Gross amounts recognized
in the Balance Sheet
Gross amounts not offset
in the Balance Sheet
Net amount
Balance at December 31, 2019
Derivative assets
Derivative liabilities
Balance at December 31, 2018
Derivative assets
Derivative liabilities
$
$
Notional Values of Outstanding Derivative Instruments
$
$
83
49
47
59
$
$
16
16
19
19
67
33
28
40
The aggregate U.S. dollar-equivalent notional values of outstanding derivative instruments in the Consolidated Balance Sheets
were:
Derivatives designated as cash flow hedges:
Foreign exchange
Commodities
Interest rate
Derivatives designated as fair value hedges:
Foreign exchange
Derivatives designated as net investment hedges:
Foreign exchange
Derivatives not designated as hedges:
Foreign exchange
O. Asbestos-Related Liabilities
December 31,
2019
December 31,
2018
$
$
1,030
334
200
142
1,075
1,017
820
428
—
74
875
796
Crown Cork & Seal Company, Inc. (“Crown Cork”) is one of many defendants in a substantial number of lawsuits filed throughout
the United States by persons alleging bodily injury as a result of exposure to asbestos. These claims arose from the insulation
operations of a U.S. company, the majority of whose stock Crown Cork purchased in 1963. Approximately ninety days after the
stock purchase, this U.S. company sold its insulation assets and was later merged into Crown Cork.
Prior to 1998, amounts paid to asbestos claimants were covered by a fund made available to Crown Cork under a 1985 settlement
with carriers insuring Crown Cork through 1976, when Crown Cork became self-insured. The fund was depleted in 1998 and the
Company has no remaining coverage for asbestos-related costs.
The states of Alabama, Arizona, Arkansas, Florida, Georgia, Idaho, Indiana, Iowa, Kansas, Michigan, Mississippi, Nebraska, North
Carolina, North Dakota, Ohio, Oklahoma, South Carolina, South Dakota, Tennessee, Utah, West Virginia, Wisconsin and Wyoming
enacted legislation that limits asbestos-related liabilities under state law of companies such as Crown Cork that allegedly incurred
these liabilities because they are successors by corporate merger to companies that had been involved with asbestos. The legislation,
which applies to future and, with the exception of Arkansas, Georgia, South Carolina, South Dakota, West Virginia and Wyoming,
pending claims at the time of enactment, caps asbestos-related liabilities at the fair market value of the predecessor's total gross
assets adjusted for inflation. Crown Cork has paid significantly more for asbestos-related claims than the total value of its
predecessor's assets adjusted for inflation. Crown Cork has integrated the legislation into its claims defense strategy. The Company
cautions, however, that the legislation may be challenged and there can be no assurance regarding the ultimate effect of the
legislation on Crown Cork.
67
Crown Holdings, Inc.
In June 2003, the State of Texas enacted legislation that limits the asbestos-related liabilities in Texas courts of companies such
as Crown Cork that allegedly incurred these liabilities because they are successors by corporate merger to companies that had
been involved with asbestos. The Texas legislation, which applies to future and pending claims, caps asbestos-related liabilities
at the total gross value of the predecessor’s assets adjusted for inflation. Crown Cork has paid significantly more for asbestos-
related claims than the total adjusted value of its predecessor’s assets.
In October 2010, the Texas Supreme Court reversed a lower court decision, Barbara Robinson v. Crown Cork & Seal Company,
Inc., No. 14-04-00658-CV, Fourteenth Court of Appeals, Texas, which had upheld the dismissal of an asbestos-related case against
Crown Cork. The Texas Supreme Court held that the Texas legislation was unconstitutional under the Texas Constitution when
applied to asbestos-related claims pending against Crown Cork when the legislation was enacted in June of 2003. The Company
believes that the decision of the Texas Supreme Court is limited to retroactive application of the Texas legislation to asbestos-
related cases that were pending against Crown Cork in Texas on June 11, 2003 and therefore, in its accrual, continues to assign
no value to claims filed after June 11, 2003.
In December 2001, the Commonwealth of Pennsylvania enacted legislation that limits the asbestos-related liabilities of
Pennsylvania corporations that are successors by corporate merger to companies involved with asbestos. The legislation limits
the successor’s liability for asbestos to the acquired company’s asset value adjusted for inflation. Crown Cork has paid significantly
more for asbestos-related claims than the acquired company’s adjusted asset value. In November 2004, the legislation was amended
to address a Pennsylvania Supreme Court decision (Ieropoli v. AC&S Corporation, et. al., No. 117 EM 2002) which held that the
statute violated the Pennsylvania Constitution due to retroactive application. The Company cautions that the limitations of the
statute, as amended, are subject to litigation and may not be upheld.
The Company further cautions that an adverse ruling in any litigation relating to the constitutionality or applicability to Crown
Cork of one or more statutes that limits the asbestos-related liability of alleged defendants like Crown Cork could have a material
impact on the Company.
The Company's approximate claims activity for the years ended 2019, 2018 and 2017 was as follows:
Beginning claims
New claims
Settlements or dismissals
Ending claims
2019
2018
2017
56,000
2,000
(2,000)
56,000
55,500
2,000
(1,500)
56,000
55,500
2,500
(2,500)
55,500
The Company's cash payments during the years ended 2019, 2018, and 2017 were as follows:
Asbestos-related payments
Settled claims payments (included in asbestos-related payments above)
$
$
22
17
$
21
15
30
24
2019
2018
2017
In the fourth quarter of each year, the Company performs an analysis of outstanding claims and categorizes by year of exposure
and state filed. As of December 31, 2019 and December 31, 2018, the Company's outstanding claims were:
Claimants alleging first exposure after 1964
Claimants alleging first exposure before or during 1964 filed in:
Texas
Pennsylvania
Other states that have enacted asbestos legislation
Other states
Total claims outstanding
2019
2018
16,500
13,000
1,500
6,000
19,000
56,000
16,500
13,000
1,500
6,000
19,000
56,000
The outstanding claims in each period exclude approximately 19,000 inactive claims. Due to the passage of time, the Company
considers it unlikely that the plaintiffs in these cases will pursue further action against the Company. The exclusion of these inactive
claims had no effect on the calculation of the Company’s accrual as the claims were filed in states, as described above, where the
Company’s liability is limited by statute.
68
Crown Holdings, Inc.
With respect to claimants alleging first exposure to asbestos before or during 1964, the Company does not include in its accrual
any amounts for settlements in states where the Company’s liability is limited by statute except for certain pending claims in Texas
as described earlier.
With respect to post-1964 claims, regardless of the existence of asbestos legislation, the Company does not include in its accrual
any amounts for settlement of these claims because of increased difficulty of establishing identification of relevant insulation
products as the cause of injury. Given its settlement experience with post-1964 claims, the Company does not believe that an
adverse ruling in the Texas or Pennsylvania asbestos litigation cases, or in any other state that has enacted asbestos legislation,
would have a material impact on the Company with respect to such claims.
As of December 31, the percentage of outstanding claims related to claimants alleging serious diseases (primarily mesothelioma
and other malignancies) were as follows:
Total claims
Pre-1964 claims in states without asbestos legislation
2019
2018
2017
22%
41%
22%
41%
22%
41%
Crown Cork has entered into arrangements with plaintiffs’ counsel in certain jurisdictions with respect to claims which are not
yet filed, or asserted, against it. However, Crown Cork expects claims under these arrangements to be filed or asserted against
Crown Cork in the future. The projected value of these claims is included in the Company’s estimated liability as of December 31,
2019.
Approximately 81% of the claims outstanding at the end of 2019 were filed by plaintiffs who do not claim a specific amount of
damages or claim a minimum amount as established by court rules relating to jurisdiction; approximately 16% were filed by
plaintiffs who claim damages of less than $5; approximately 3% were filed by plaintiffs who claim damages from $5 to less than
$100 (34% of whom claim damages less than $25) and 13 claims were filed by plaintiffs who claim damages in excess of $100.
As of December 31, 2019, the Company’s accrual for pending and future asbestos-related claims and related legal costs was $273,
including $232 for unasserted claims. The Company determines its accrual without limitation to a specified time period. It is
reasonably possible that the actual loss could be in excess of the Company’s accrual. However, the Company is unable to estimate
the reasonably possible loss in excess of its accrual due to uncertainty in the following assumptions that underlie the Company’s
accrual and the possibility of losses in excess of such accrual: the amount of damages sought by the claimant, the Company and
claimant’s willingness to negotiate a settlement, the terms of settlements of other defendants with asbestos-related liabilities, the
bankruptcy filings of other defendants (which may result in additional claims and higher settlements for non-bankrupt defendants),
the nature of pending and future claims (including the seriousness of alleged disease, whether claimants allege first exposure to
asbestos before or during 1964 and the claimant’s ability to demonstrate the alleged link to Crown Cork), the volatility of the
litigation environment, the defense strategies available to the Company, the level of future claims, the rate of receipt of claims,
the jurisdiction in which claims are filed, and the effect of state asbestos legislation (including the validity and applicability of the
Pennsylvania legislation to non-Pennsylvania jurisdictions, where the substantial majority of the Company’s asbestos cases are
filed).
P. Commitments and Contingent Liabilities
The Company, along with others in most cases, has been identified by the EPA or a comparable state environmental agency as a
Potentially Responsible Party (“PRP”) at a number of sites and has recorded aggregate accruals of $8 for its share of estimated
future remediation costs at these sites. The Company has been identified as having either directly or indirectly disposed of
commercial or industrial waste at the sites subject to the accrual, and where appropriate and supported by available information,
generally has agreed to be responsible for a percentage of future remediation costs based on an estimated volume of materials
disposed in proportion to the total materials disposed at each site. The Company has not had monetary sanctions imposed nor has
the Company been notified of any potential monetary sanctions at any of the sites.
The Company has also recorded aggregate accruals of $7 for remediation activities at various worldwide locations that are owned
by the Company and for which the Company is not a member of a PRP group. Although the Company believes its accruals are
adequate to cover its portion of future remediation costs, there can be no assurance that the ultimate payments will not exceed the
amount of the Company’s accruals and will not have a material effect on its results of operations, financial position and cash
flow. Any possible loss or range of potential loss that may be incurred in excess of the recorded accruals cannot be estimated.
69
Crown Holdings, Inc.
In March 2015, the Bundeskartellamt, or German Federal Cartel Office (“FCO”), conducted unannounced inspections of the
premises of several metal packaging manufacturers, including a German subsidiary of the Company. The local court order
authorizing the inspection cited FCO suspicions of anti-competitive agreements in the German market for the supply of metal
packaging products. The Company conducted an internal investigation into the matter and discovered instances of inappropriate
conduct by certain employees of German subsidiaries of the Company. The Company cooperated with the FCO and submitted a
leniency application with the FCO which disclosed the findings of its internal investigation to date. In April 2018, the FCO
discontinued its national investigation and referred the matter to the European Commission (the “Commission”). Following the
referral, Commission officials conducted unannounced inspections of the premises of several metal packaging manufacturers,
including Company subsidiaries in Germany, France and the United Kingdom.
The Commission's investigation is ongoing and, to date, the Commission has not officially charged the Company or any of its
subsidiaries with violations of competition law. The Company is cooperating with the Commission and submitted a leniency
application with the Commission with respect to the findings of the investigation in Germany referenced above. This application
may lead to the reduction of possible future penalties. At this stage of the investigation the Company believes that a loss is probable
but is unable to predict the ultimate outcome of the Commission’s investigation and is unable to estimate the loss or possible range
of losses that could be incurred, and has therefore not recorded a charge in connection with the actions by the Commission. If the
Commission finds that the Company or any of its subsidiaries violated competition law, fines levied by the Commission could be
material to the Company's operating results and cash flows for the periods in which they are resolved or become reasonably
estimable.
In March 2017, U.S. Customs and Border Protection (“CBP”) at the Port of Milwaukee issued a penalty notification alleging that
certain of the Company’s subsidiaries intentionally misclassified the importation of certain goods into the U.S. during the period
2004-2009. CBP initially assessed a penalty of $18 and subsequently mitigated to $6. The Company has acknowledged to CBP
that the goods were misclassified and has paid all related duties. The Company has asserted that the misclassification was
unintentional and disputes the penalty assessment. At the present time, based on the information available, the Company does
not believe that a loss for the alleged intentional misclassification is probable. There can be no assurance the Company will be
successful in contesting the assessed penalty.
The Company and its subsidiaries are also subject to various other lawsuits and claims with respect to labor, environmental,
securities, vendor and other matters arising out of the Company’s normal course of business. While the impact on future financial
results is not subject to reasonable estimation because considerable uncertainty exists, management believes that the ultimate
liabilities resulting from such lawsuits and claims will not materially affect the Company’s consolidated earnings, financial position
or cash flow. The Company has various commitments to purchase materials, supplies and utilities as part of the ordinary conduct
of business.
The Company’s basic raw materials for its products are steel and aluminum, both of which are purchased from multiple sources.
The Company is subject to fluctuations in the cost of these raw materials and has periodically adjusted its selling prices to reflect
these movements. There can be no assurance, however, that the Company will be able to fully recover any increases or fluctuations
in raw material costs from its customers. The Company also has commitments for standby letters of credit and for purchases of
capital assets.
At December 31, 2019, the Company was party to certain indemnification agreements covering environmental remediation, lease
payments and other potential costs associated with properties sold or businesses divested. The Company accrues for costs related
to these items when it is probable that a liability has been incurred and the amount can be reasonably estimated.
70
Crown Holdings, Inc.
Q. Other Non-Current Liabilities
Deferred taxes
Asbestos liabilities
Postemployment benefits
Income taxes payable
Environmental
Fair value of derivatives
Finance lease liabilities
Other
2019
2018
405
248
36
25
12
5
11
115
857
$
$
399
270
22
26
12
7
24
127
887
$
$
Income taxes payable includes unrecognized tax benefits as discussed in Note S.
R. Pension and Other Postretirement Benefits
Pensions. The Company sponsors various pension plans covering certain U.S. and non-U.S. employees, and participates in certain
multi-employer pension plans. The benefits under the Company plans are based primarily on years of service and either the
employees’ remuneration near retirement or a fixed dollar multiple.
A measurement date of December 31 was used for all plans presented below.
The components of pension expense were as follows:
U.S. Plans
Service cost
Interest cost
Expected return on plan assets
Amortization of actuarial loss
Amortization of prior service cost
Net periodic cost
Non-U.S. Plans
Service cost
Interest cost
Expected return on plan assets
Settlements
Curtailments
Amortization of actuarial loss
Amortization of prior service credit
Net periodic cost / (benefit)
2019
2018
2017
$
$
$
$
15
50
(70)
55
1
51
2019
15
71
(138)
44
(14)
38
(1)
15
$
$
$
$
17
47
(85)
51
1
31
2018
26
75
(159)
38
—
45
(11)
14
$
$
$
$
14
50
(83)
52
1
34
2017
22
75
(146)
—
(3)
42
(11)
(21)
The settlement charges in 2019 and 2018 arose from the payment of lump sum buy-outs to settle certain pension obligations using
plan assets. The Company may incur additional settlement charges in 2020. The curtailment gain in 2019 was to recognize prior
service credits that were previously recorded in accumulated other comprehensive income in connection with the closure
of a non-U.S. defined benefit pension plan.
Additional pension expense of $5 was recognized in each of 2019, 2018 and 2017 for multi-employer plans.
The projected benefit obligations, accumulated benefit obligations, plan assets and funded status of the Company's U.S. and non-
U.S. plans were as follows:
71
Projected Benefit Obligations
Benefit obligations at January 1
Service cost
Interest cost
Plan participants’ contributions
Amendments
Settlements
Curtailments
Actuarial loss
Acquisitions
Benefits paid
Foreign currency translation
Benefit obligations at December 31
Plan Assets
Fair value of plan assets at January 1
Actual return on plan assets
Employer contributions
Plan participants’ contributions
Settlements
Acquisitions
Benefits paid
Foreign currency translation
Fair value of plan assets at December 31
Funded status
Accumulated benefit obligations at December 31
Crown Holdings, Inc.
U.S. Plans
2019
2018
Non-U.S. Plans
2019
2018
$
$
$
$
$
$
1,371
15
50
—
(1)
—
—
133
—
(128)
—
1,440
1,012
244
3
—
—
—
(128)
—
1,131
(309)
1,397
$
$
$
$
$
$
1,499
17
47
—
—
—
—
(83)
—
(109)
—
1,371
1,220
(102)
3
—
—
—
(109)
—
1,012
(359)
1,327
$
$
$
$
$
$
3,102
15
71
2
—
(152)
(18)
242
—
(152)
110
3,220
3,264
373
19
2
(152)
—
(152)
126
3,480
260
3,182
$
$
$
$
$
$
3,507
26
75
4
—
(121)
—
(199)
148
(150)
(188)
3,102
3,665
(39)
16
4
(121)
90
(150)
(201)
3,264
162
3,009
Information for pension plans with accumulated benefit obligations in excess of plan assets was as follows:
U.S. Plans
Projected benefit obligations
Accumulated benefit obligations
Fair value of plan assets
Non-U.S. Plans
Projected benefit obligations
Accumulated benefit obligations
Fair value of plan assets
2019
2018
$
$
1,440
1,397
1,131
2019
399
383
187
$
$
1,371
1,327
1,012
2018
363
329
167
The Company’s investment strategy in its U.S. plan is designed to generate returns that are consistent with providing benefits to
plan participants within the risk tolerance of the plan. Asset allocation is the primary determinant of return levels and investment
risk exposure. The assets of the plan are broadly diversified in terms of securities and security types in order to limit the potential
of large losses from any one security.
72
The strategic ranges for asset allocation in the U.S. plans are as follows:
Crown Holdings, Inc.
U.S. equities
International equities
Fixed income
Balanced funds
Real estate
39% to
12% to
16% to
7% to
7% to
49%
18%
26%
13%
13%
The Company’s investment strategy in its U.K. plan, the largest non-U.S. plan, is designed to achieve a funding level of 100%
within the next 7 years by targeting an expected return of 1.8% annually in excess of the expected growth in the liabilities. The
Company seeks to achieve this return with a risk level commensurate with a 5% chance of the funding level falling between 4%
and 7% in any one year. The strategic ranges for asset allocation in the U.K. plan are as follows:
Investment grade credit
Equities
Hedge funds
Real estate
Alternative credit
Other
30% to
0% to
0% to
0% to
0% to
0% to
90%
30%
10%
5%
20%
20%
Pension assets are classified into three levels. Level 1 asset values are derived from quoted prices which are available in active
markets as of the report date. Level 2 asset values are derived from other than quoted prices in active markets included in Level
1, which are either directly or indirectly observable as of the report date. Level 3 asset values are derived from unobservable
pricing inputs that are not corroborated by market data or other objective sources.
Level 1 Investments
Equity securities are valued at the latest quoted prices taken from the primary exchange on which the security trades. Mutual funds
are valued at the net asset value (NAV) of shares held at year-end.
Level 2 Investments
Fixed income securities, including government issued debt, corporate debt, asset-backed and structured debt securities are valued
using the latest bid prices or valuations based on a matrix system (which considers such factors as benchmark yields, reported
trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers and other reference data including
market research publications). Derivatives, which consist mainly of interest rate swaps, are valued using a discounted cash flow
pricing model based on observable market data.
Level 3 Investments
Hedge funds and private equity funds are valued at the NAV at year-end. The values assigned to private equity funds are based
upon assessments of each underlying investment, incorporating valuations that consider the evaluation of financing and sale
transactions with third parties, expected cash flows and market-based information, including comparable transactions, and
performance multiples among other factors. Real estate investments are based on third party appraisals.
Investments Measured Using NAV per Share Practical Expedient
Investments measured using NAV per share as a practical expedient include investment funds that invest in global equity, emerging
markets and fixed income. The global equity funds invest in equity securities of various market sectors including industrial
materials, consumer discretionary goods and services, financial infrastructure, technology, and health care. The emerging markets
funds invest in equity markets within financial services, consumer goods and services, energy, and technology.
The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective
of future fair value. Furthermore, while the Company believes its valuation methods are appropriate and consistent with other
market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments
could result in different fair value measurements at the reporting date.
73
Crown Holdings, Inc.
The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may
affect the valuation of the fair value of assets and their placement within the fair value hierarchy. The levels assigned to the defined
benefit plan assets as of December 31, 2019 and 2018 are summarized in the tables below:
$
Level 1
Cash and cash equivalents
Global large cap equity
U.S. large cap equity
U.S. mid/small cap equity
Mutual funds – global equity
Mutual funds – U.S. equity
Mutual funds – fixed income
Level 2
Government issued debt securities
Corporate debt securities
Asset backed securities
Structured debt
Insurance contracts
Derivatives
Investment funds – fixed income
Investment funds – global equity
Investment funds – emerging markets
Level 3
Investment funds – real estate
Hedge funds
Private equity
Real estate – direct
Total assets in fair value hierarchy
Investments measured at NAV Practical Expedient (a)
Investment funds – fixed income
Investment funds – global equity
Investment funds – emerging markets
Hedge funds
Total investments at fair value
$
U.S. plan
assets
2019
Non-U.S. plan
assets
Total
$
23
—
155
218
144
206
67
813
—
52
—
—
—
—
—
—
—
52
96
—
5
21
122
987
$
190
7
4
27
—
—
—
228
260
332
2
811
105
194
373
297
33
2,407
220
43
70
9
342
213
7
159
245
144
206
67
1,041
260
384
2
811
105
194
373
297
33
2,459
316
43
75
30
464
2,977
3,964
102
18
23
—
143
1,130
$
91
78
—
328
497
3,474
$
193
96
23
328
640
4,604
74
Crown Holdings, Inc.
$
Level 1
Cash and cash equivalents
Global large cap equity
U.S. large cap equity
U.S. mid/small cap equity
Mutual funds – global equity
Mutual funds – U.S. equity
Mutual funds – fixed income
Level 2
Government issued debt securities
Corporate debt securities
Asset backed securities
Structured debt
Insurance contracts
Derivatives
Investment funds – fixed income
Investment funds – global equity
Level 3
Investment funds – real estate
Hedge funds
Private equity
Real estate – direct
Total assets in fair value hierarchy
Investments measured at NAV Practical Expedient (a)
Investment funds – fixed income
Investment funds – global equity
Investment funds – emerging markets
Hedge funds
Total investments at fair value
$
U.S. plan
assets
2018
Non-U.S. plan
assets
Total
$
34
—
66
182
133
188
104
707
—
49
—
—
—
—
—
—
49
94
—
9
20
123
879
$
225
27
3
16
—
—
—
271
341
212
2
699
105
103
411
268
2,141
196
113
94
7
410
259
27
69
198
133
188
104
978
341
261
2
699
105
103
411
268
2,190
290
113
103
27
533
2,822
3,701
98
14
20
—
132
1,011
$
112
43
—
282
437
3,259
$
210
57
20
282
569
4,270
(a) In accordance with ASU No. 2015-07, certain investments that are measured at fair value using the NAV per share practical
expedient have not been classified in the fair value hierarchy.
Accrued income excluded from the tables above was as follows:
U.S. plan assets
Non-U.S. plan assets
2019
2018
$
$
1
6
1
5
Plan assets include $244 and $140 of the Company’s common stock at December 31, 2019 and 2018.
75
Crown Holdings, Inc.
The following tables reconcile the beginning and ending balances of plan assets measured using significant unobservable inputs
(Level 3).
Balance at January 1, 2018
Foreign currency translation
Asset returns – assets held at reporting date
Asset returns – assets sold during the period
Purchases, sales and settlements, net
Asset transfers during the period
Balance at December 31, 2018
Foreign currency translation
Asset returns – assets held at reporting date
Asset returns – assets sold during the period
Purchases, sales and settlements, net
Balance at December 31, 2019
Hedge
funds
Private
equity
Real
estate
Total
$
$
189
(11)
(18)
20
(67)
—
113
4
(6)
7
(75)
43
$
$
147
(8)
(11)
28
(53)
—
103
4
(22)
17
(27)
75
$
$
182
(5)
(9)
15
70
64
317
8
25
6
(10)
346
$
$
518
(24)
(38)
63
(50)
64
533
16
(3)
30
(112)
464
The following table presents additional information about the pension plan assets valued using net asset value as a practical
expedient:
Balance at December 31, 2019
Investment funds – fixed income
Investment funds – global equity
Investment funds – emerging markets
Hedge funds
Balance at December 31, 2018
Investment funds – fixed income
Investment funds – global equity
Investment funds – emerging markets
Hedge funds
$
$
Fair Value
Redemption
Frequency
Redemption Notice
Period
193
96
23
328
210
57
20
282
Semi-monthly
Monthly
Daily
Monthly
Semi-monthly
Monthly
Daily
Monthly
1 - 5 days
1 - 15 days
30 days
1 - 30 days
1 day
1 - 15 days
30 days
1 - 45 days
The pension plan assets valued using net asset value as a practical expedient do not have any unfunded commitments.
Pension assets and liabilities included in the Consolidated Balance Sheets were:
Non-current assets
Current liabilities
Non-current liabilities
$
2019
2018
$
491
13
533
360
14
549
The Company’s current liability at December 31, 2019, represents the expected required payments to be made for unfunded plans
over the next twelve months. Total estimated 2020 employer contributions are $21 for the Company’s pension plans.
76
Crown Holdings, Inc.
Changes in the net loss and prior service cost (credit) for the Company’s pension plans were:
2019
2018
2017
Net loss
Prior
service
Net loss
Prior
service
Net loss
Prior
service
Balance at January 1
Reclassification to net periodic benefit cost
Current year gain (loss)
Amendments
Foreign currency translation
Balance at December 31
$
$
1,962
(137)
(53)
—
36
1,808
$
$
(6) $
14
—
—
—
8
$
2,057
(134)
103
—
(64)
1,962
$
$
(16) $
10
—
—
—
(6) $
2,032
(95)
21
—
99
2,057
$
$
(32)
14
—
4
(2)
(16)
The estimated portions of the net losses and net prior service that are expected to be recognized as components of net periodic
benefit cost / (credit) in 2020 are $94 and $(1).
Expected future benefit payments as of December 31, 2019 are:
2020
2021
2022
2023
2024
2025 - 2029
U.S.
plans
$
Non-U.S.
plans
161
164
165
168
166
837
$
104
96
98
100
99
448
The weighted average actuarial assumptions used to calculate the benefit obligations at December 31 were:
U.S. Plans
Discount rate
Compensation increase
Non-U.S. Plans
Discount rate
Compensation increase
2019
2018
2017
3.2%
4.7%
4.3%
4.5%
2019
2018
2017
2.1%
3.0%
2.9%
3.2%
The weighted average actuarial assumptions used to calculate pension expense for each year were:
U.S. Plans
Discount rate - service cost
Discount rate - interest cost
Compensation increase
Long-term rate of return
Non-U.S. Plans
Discount rate - service cost
Discount rate - interest cost
Compensation increase
Long-term rate of return
2019
2018
2017
4.7%
3.9%
4.5%
7.3%
3.9%
3.2%
4.7%
7.3%
2019
2018
2017
3.0%
2.7%
3.2%
4.3%
2.6%
2.2%
3.2%
4.4%
3.7%
4.7%
2.5%
3.2%
4.7%
3.4%
4.6%
7.5%
2.8%
2.3%
3.3%
4.5%
The expected long-term rate of return on plan assets is determined by taking into consideration expected long-term returns
associated with each major asset class based on long-term historical ranges, inflation assumptions and the expected net value
from active management of the assets based on actual results.
77
Crown Holdings, Inc.
Other Postretirement Benefit Plans. The Company sponsors unfunded plans to provide health care and life insurance benefits
to certain pensioners and survivors. Generally, the medical plans pay a stated percentage of medical expenses reduced by deductibles
and other coverages. Life insurance benefits are generally provided by insurance contracts. The Company reserves the right,
subject to existing agreements, to change, modify or discontinue the plans. A measurement date of December 31 was used for the
plans presented below.
The components of net postretirement benefits cost were as follows:
Other Postretirement Benefits
Service cost
Interest cost
Amortization of prior service credit
Amortization of actuarial loss
Net periodic benefit credit
Changes in the benefit obligations were:
Benefit obligations at January 1
Service cost
Interest cost
Amendments
Actuarial (gain) loss
Benefits paid
Foreign currency translation
Benefit obligations at December 31
2019
2018
2017
$
$
1
6
(34)
3
(24)
$
$
4
6
(37)
4
(23)
$
$
2019
2018
$
$
147
1
6
6
14
(13)
3
164
$
$
—
6
(40)
4
(30)
168
4
6
—
(15)
(13)
(3)
147
Changes in the net loss and prior service credit for the Company’s postretirement benefit plans were:
2019
2018
2017
Net
loss
Prior
service
Net
loss
Prior
service
Net
loss
Prior
service
Balance at January 1
Reclassification to net periodic benefit cost
Current year gain (loss)
Amendments
Balance at December 31
$
$
31
(3)
14
—
42
$
$
(105) $
34
—
(1)
(72) $
49
(4)
(14)
—
31
$
$
(142) $
37
—
—
(105) $
49
(4)
4
—
49
$
$
(182)
40
—
—
(142)
The estimated portions of the net losses and prior service credits that are expected to be recognized as components of net
periodic benefit cost/(credit) in 2020 are $4 and $(25).
Expected future benefit payments are as follows:
Benefit Payments
2020
2021
2022
2023
2024
2025 - 2029
$
16
13
13
12
12
49
78
Crown Holdings, Inc.
The assumed health care cost trend rates at December 31, 2019 were as follows:
Health care cost trend rate assumed for 2019
Rate that the cost trend rate gradually declines to
Year that the rate reaches the rate it is assumed to remain
5.3%
4.0%
2035
A one-percentage-point change in assumed health care cost trend rates would have the following effects:
Effect on total service and interest cost
Effect on postretirement benefit obligation
One percentage point
Increase
Decrease
$
$
1
6
$
$
1
6
Weighted average discount rates used to calculate the benefit obligations at the end of each year and the cost for each year are
presented below.
Benefit obligations
Service cost
Interest cost
2019
2018
2017
3.5%
4.8%
4.2%
4.5%
4.9%
4.1%
3.8%
5.0%
3.5%
Defined Contribution Benefit Plans. The Company also sponsors defined contribution benefit plans in certain jurisdictions
including the U.S. and the U.K. In 2019, the Company recognized expense of $11 related to these plans.
S. Income Taxes
The components of income before income taxes were as follows:
U.S.
Foreign
The provision for income taxes consisted of the following:
Current tax:
U.S. federal
State and foreign
Deferred tax:
U.S. federal
State and foreign
Total
2019
2018
2017
2019
(3)
789
786
(1)
202
201
16
(51)
(35)
166
$
$
$
$
$
$
2018
21
719
740
(2)
183
181
31
4
35
216
$
$
$
$
$
$
2017
10
819
829
—
154
154
217
30
247
401
$
$
$
$
$
$
The provision for income taxes differs from the amount of income tax determined by applying the U.S. statutory federal income
tax rate to pre-tax income as a result of the following items:
79
Crown Holdings, Inc.
U.S. statutory rate at 21%, 21% and 35%
Tax on foreign income
U.S. taxes on foreign income, net of credits
Valuation allowance changes
Tax contingencies
Tax law changes
Other items, net
Income tax provision
2019
2018
2017
$
$
166
7
15
(33)
19
(11)
3
166
$
155
$
30
24
(1)
(2)
4
6
$
216
$
290
(126)
45
9
6
174
3
401
The Company benefits from certain incentives in Brazil which allow it to pay reduced income taxes. The incentives expire at
various dates beginning in December 2022. These incentives increased net income attributable to the Company by $17 in 2019
and $14 in both 2018 and 2017.
The Company paid taxes of $173, $177 and $154 in 2019, 2018 and 2017.
In 2019, the Company recorded an income tax benefit of $36 related to a deferred tax valuation allowance release resulting
from an internal reorganization. Additionally, the Company recorded a charge of $15 related to the settlement of a pre-
acquisition tax contingency that arose from a transaction that occurred prior to its acquisition of Signode. The Company also
recorded a benefit of $9 arising from tax law changes in India.
The Tax Act resulted in significant changes from previous tax law, including reduction of the U.S. corporate tax rate from 35% to
21%, a one-time tax imposed on the unremitted earnings of other non-U.S. subsidiaries (the "transition tax") and a limitation on
the tax deduction for interest expense, net of interest income, to 30% of a U.S. corporations adjusted taxable income. As a result
of the tax rate reduction, the Company recorded a provisional reduction in net deferred tax assets of $103 as of December 31,
2017 and a corresponding deferred income tax charge. Additionally, as of December 31, 2017, the Company recorded a provisional
obligation of $82 for the transition tax, recorded a charge of $25 for the related usage of foreign tax credits and reversed $11 of
deferred tax liabilities related to cumulative undistributed foreign earnings. The Company finalized the impact of the Tax Act in
2018 and recorded a net benefit of $2 to adjust its provisional amounts.
In 2018, the Company recorded a charge of $24 related to local taxes on the distributions of foreign earnings, which were
previously asserted to be indefinitely reinvested. As of December 31, 2019 the Company has not provided deferred taxes on
approximately $1,300 of earnings in certain non-U.S. subsidiaries because such earnings are indefinitely reinvested in its
international operations. Upon distribution of such earnings in the form of dividends or otherwise, the Company may be subject
to incremental foreign tax. It is not practicable to estimate the amount of foreign tax that might be payable.
The components of deferred taxes at December 31 are:
2019
2018
Assets
Liabilities
Assets
Liabilities
Tax carryforwards
Postretirement and postemployment benefits
Pensions
Property, plant and equipment
Intangible assets
Asbestos
Accruals and other
Right of use assets
Lease liabilities
Valuation allowances
Total
— $
—
124
174
401
—
90
30
—
—
819
$
531
39
193
20
—
71
88
—
—
(282)
660
$
$
—
—
106
177
431
—
73
—
—
—
787
$
$
512
40
176
23
—
66
88
—
30
(243)
692
$
$
80
Tax carryforwards expire as follows:
Crown Holdings, Inc.
Year
2020
2021
2022
2023
2024
Thereafter
Unlimited
$
Amount
27
22
82
11
14
211
145
Tax carryforwards expiring in 2022 include $72 of U.S. federal foreign tax credits which based on current projections the Company
believes it will utilize before expiration. Tax carryforwards expiring after 2024 include $141 of U.S. state tax loss carryforwards
and $53 of Luxembourg tax loss carryforwards. The unlimited category includes $36 related to U.S. disallowed business interest
carryforwards and $64 of French tax loss carryforwards.
Realization of any portion of the Company’s deferred tax assets is dependent upon the availability of taxable income in the relevant
jurisdictions. The Company considers all sources of taxable income, including (i) taxable income in any available carry back
period, (ii) the reversal of taxable temporary differences, (iii) tax-planning strategies, and (iv) taxable income expected to be
generated in the future other than from reversing temporary differences. The Company also considers whether there have been
cumulative losses in recent years. The Company records a valuation allowance when it is more likely than not that some portion
or all of the deferred tax assets will not be realized.
The Company’s valuation allowances at December 31, 2019 includes $205 primarily related to the portion of U.S. state tax loss
carryforwards that the Company does not believe are more likely than not to be utilized prior to their expiration. The Company’s
ability to utilize state tax loss carryforwards is impacted by several factors including taxable income, expiration dates, limitations
imposed by certain states on the amount of loss carryforwards that can be used in a given year to offset taxable income and whether
the state permits the Company to file a combined return.
Management’s estimate of the appropriate valuation allowance in any jurisdiction involves a number of assumptions and judgments,
including the amount and timing of future taxable income. Should future results differ from management’s estimates, it is possible
there could be future adjustments to the valuation allowances that would result in an increase or decrease in tax expense in the
period such changes in estimates are made.
A reconciliation of unrecognized tax benefits follows:
Balance at January 1
Additions related to acquisitions
Additions for prior year tax positions
Reductions to prior period tax positions
Lapse of statute of limitations
Settlements
Foreign currency translation
Balance at December 31
2019
2018
2017
$
$
37
—
20
—
(1)
(15)
—
41
$
$
29
13
1
—
(3)
(2)
(1)
37
$
$
27
—
6
(2)
—
(4)
2
29
The Company’s unrecognized tax benefits include potential liabilities related to transfer pricing, foreign withholding taxes, and
non-deductibility of expenses and exclude $2 of interest and penalties as of December 31, 2019.
The total interest and penalties recorded in income tax expense was less than $1 in 2019, 2018 and 2017. As of December 31,
2019, unrecognized tax benefits of $41, if recognized, would affect the Company's effective tax rate.
The Company’s unrecognized tax benefits are not expected to increase over the next twelve months and are expected to decrease
as open tax years lapse or claims are settled. The Company is unable to estimate a range of reasonably possible changes in its
81
Crown Holdings, Inc.
unrecognized tax benefits in the next twelve months as it is unable to predict when, or if, the tax authorities will commence their
audits, the time needed for the audits, and the audit findings that will require settlement with the applicable tax authorities, if any.
The tax years that remained subject to examination by major tax jurisdictions as of December 31, 2019 were, 2010 and subsequent
years for Germany; 2013 and subsequent years for India; 2015 and subsequent years for the Brazil, Canada, Italy, Mexico and
Spain; and 2016 and subsequent years for the U.K. and the U.S.; 2017 and subsequent years for France. In addition, tax authorities
in certain jurisdictions, including France and the U.S., may examine earlier years when tax carryforwards that were generated in
those years are subsequently utilized.
T. Capital Stock
A summary of common share activity for the years ended December 31 follows (in shares):
Common shares outstanding at January 1
Shares repurchased
Shares issued upon exercise of employee stock options
Restricted stock issued to employees, net of forfeitures
Shares issued to non-employee directors
Common shares outstanding at December 31
2019
135,173,948
(106,388)
70,000
416,695
23,623
135,577,878
2018
134,275,609
(92,167)
—
958,672
31,834
135,173,948
2017
139,840,228
(6,157,010)
299,050
269,025
24,316
134,275,609
The Board of Directors has the authority to issue, at any time or from time to time, up to 30 million shares of preferred stock and
has authority to fix the designations, number and voting rights, preferences, privileges, limitations, restrictions, conversion rights
and other special or relative rights, if any, of any class or series of any class of preferred stock that may be desired, provided the
shares of any such class or series of preferred stock shall not be entitled to more than one vote per share when voting as a class
with holders of the Company's common stock.
The Company’s ability to pay dividends and repurchase its common stock is limited by certain restrictions in its debt agreements.
These restrictions are subject to a number of exceptions, however, allowing the Company to make otherwise restricted payments.
U. Accumulated Other Comprehensive Loss Attributable to Crown Holdings
The following table provides information about the changes in each component of accumulated other comprehensive income
for the years ended December 31, 2019 and 2018.
Balance at January 1, 2018
Cumulative effect of change in accounting principle
Other comprehensive loss before reclassifications
Amounts reclassified from accumulated other comprehensive
income
Other comprehensive income / (loss)
Balance at December 31, 2018
Other comprehensive income / (loss) before reclassifications
Amounts reclassified from accumulated other comprehensive
income
Other comprehensive income
Balance at December 31, 2019
Defined
benefit
plans
$
(1,583)
Foreign
currency
translation
(1,681)
$
(20)
(136)
70
50
(1,533)
10
74
84
(1,449)
$
—
(136)
(1,817)
149
—
149
(1,668)
$
Gains and
losses on
cash flow
hedges
$
$
23
3
(35)
(15)
(47)
(24)
(22)
32
10
(14)
Total
(3,241)
3
(191)
55
(133)
(3,374)
137
106
243
(3,131)
$
$
See Note N and Note R for further details of amounts reclassified from accumulated other comprehensive income related to cash
flow hedges and defined benefit plans.
82
Crown Holdings, Inc.
V. Revenue
For the years ended December 31, 2019 and 2018, the Company recognized revenue as follows:
Revenue recognized over time
Revenue recognized at a point in time
Total revenue
See Note Y for further disaggregation of the Company's revenue.
2019
2018
$
$
5,724
5,941
11,665
$
$
5,765
5,386
11,151
The Company has applied the practical expedient to exclude disclosure of remaining performance obligations as its binding orders
typically have a term of one year or less.
Contract Assets and Contract Liabilities
Contract assets are typically recognized for work in process related to the Company's three-piece printed products. The Company's
equipment business may record contract assets or contract liabilities depending on the timing of satisfaction of performance
obligations and receipt of consideration from the customer. These equipment contracts, including payment terms, are typically
less than one year in duration.
Contract assets and liabilities are reported in a net position on a contract-by-contract basis. Net contract assets were as follows:
Contract assets included in prepaid and other current assets
Contract liabilities included in accrued liabilities
Contract liabilities included in other non-current liabilities
Net contract asset
December 31, 2019
30
$
(5)
—
25
$
December 31, 2018
16
$
(3)
(5)
8
$
For the year ended December 31, 2019, the Company satisfied performance obligations related to contract assets recorded by
the Company's equipment business at December 31, 2018. The Company also recorded new contract assets related to work in
process for the Company's equipment business and European food business.
For the year ended December 31, 2019, the Company recognized revenue of $3 related to contract liabilities at December 31,
2018 for performance obligations satisfied during the period.
W. Stock-Based Compensation
The Company’s shareholder-approved stock-based incentive compensation plans provide for the granting of awards in the form
of stock options, deferred stock, restricted stock or stock appreciation rights (“SARs”). The awards may be subject to the
achievement of certain performance goals as determined by the Compensation Committee designated by the Company’s Board
of Directors. There have been no awards of SARs. At December 31, 2019, there were 2.6 million authorized shares available for
future awards.
Restricted and Deferred Stock
Annually, the Company awards shares of restricted stock to certain senior executives in the form of time-vested restricted stock
and performance-based shares. The time-vested restricted stock vests ratably over three years.
The performance-based share awards are subject to either a market condition or a performance condition. For awards subject to
a market condition, the metric is the Company’s Total Shareholder Return (“TSR”), which includes share price appreciation and
dividends paid, during the three-year term of the award measured against the TSR of a peer group of companies. For awards
subject to a performance condition, the metric is the Company's average return on invested capital over the three-year term.
The performance-based shares cliff vest at the end of three years. The number of performance-based shares that will ultimately
vest is based on the level of performance achieved, ranging between 0% and 200% of the shares originally awarded, and is settled
83
Crown Holdings, Inc.
in shares of common stock. Participants who terminate employment because of disability, death or, subject to Company approval,
retirement, receive accelerated vesting of their time-vested awards to the date of termination. However, restrictions lapse on
performance-based awards, if at all, on the original vesting date.
The Company also issues shares of time-vesting restricted stock to U.S. employees and deferred stock to non-U.S. employees
which vest ratably over three to five years.
A summary of restricted and deferred stock activity follows:
Non-vested shares outstanding at January 1, 2019
Awarded:
Time-vesting
Performance-based
Released:
Time-vesting
Performance-based
Forfeitures:
Time-vesting
Performance-based
Non-vested shares outstanding at December 31, 2019
The average grant-date fair value of restricted stock awarded in 2019, 2018 and 2017 follows:
Number of shares
2,142,743
406,145
202,876
(387,628)
—
(132,275)
(129,207)
2,102,654
Time-vested
Performance-based
2019
2018
2017
$
$
56.06
46.08
$
44.48
57.24
55.55
51.90
The fair values of the performance-based awards that include a market condition were calculated using a Monte Carlo valuation
model and the following weighted average assumptions:
Risk-free interest rate
Expected term (years)
Expected stock price volatility
2019
2018
2017
2.5%
3
21.4%
2.0%
3
19.9%
1.4%
3
21.1%
At December 31, 2019, unrecognized compensation cost related to outstanding restricted and deferred stock was $67. The weighted
average period over which the expense is expected to be recognized is 2.7 years. The aggregate market value of the shares released
on the vesting dates was $26 in 2019.
84
Crown Holdings, Inc.
X. Earnings Per Share
The following table summarizes basic and diluted earnings per share ("EPS"). Basic EPS excludes all potentially dilutive securities
and is computed by dividing net income attributable to Crown Holdings by the weighted average number of common shares
outstanding during the period. Diluted EPS includes the effect of stock options and restricted stock as calculated under the treasury
stock method.
Net income attributable to Crown Holdings
Weighted average shares outstanding (in millions):
Basic
Add: dilutive stock options and restricted stock
Diluted
Basic EPS
Diluted EPS
2019
2018
2017
510
$
439
$
323
133.89
0.99
134.88
3.81
3.78
$
$
133.64
0.24
133.88
3.28
3.28
$
$
135.29
0.32
135.61
2.39
2.38
$
$
$
Contingently issuable shares excluded from the computation of diluted
earnings per share because the effect would have been anti-dilutive
0.8
0.9
—
Y. Segment Information
The Company’s business is generally organized by product line and geography within four divisions: Americas, Europe, Asia
Pacific and Transit Packaging. Within the Americas and European divisions, the Company has determined that it has the following
reportable segments: Americas Beverage within the Americas, and European Beverage and European Food within Europe. The
Company's Asia Pacific and Transit Packaging Divisions are reportable segments.
Non-reportable segments include the Company’s aerosol can businesses in North America and Europe, the Company's food can
business in North America, the Company’s promotional packaging business in Europe and the Company’s tooling and equipment
operations in the U.S. and United Kingdom.
The Company evaluates performance and allocates resources based on segment income. Segment income, which is not a defined
term under GAAP, is defined by the Company as income from operations adjusted to exclude intangibles amortization charges,
provisions for asbestos and restructuring and other, the impact of fair value adjustments related to inventory acquired in an
acquisition and the timing impact of hedge ineffectiveness. Segment income should not be considered in isolation or as a substitute
for net income data prepared in accordance with GAAP and may not be comparable to calculations of similarly titled measures
by other companies.
The tables below present information about operating segments for the three years ended December 31, 2019, 2018 and 2017:
2019
External
sales
Inter-
segment
sales
Segment
assets
Americas Beverage
European Beverage
European Food
Asia Pacific
Transit Packaging
Total reportable segments
Non-reportable segments
Corporate and unallocated items
$
$
3,369
1,497
1,887
1,290
2,274
10,317
1,348
—
Total
$ 11,665
$
12
2
81
—
9
104
143
—
247
85
$
3,577
1,782
2,742
1,604
4,157
13,862
1,106
537
Depreciation
88
$
Capital
expenditures
167
$
Segment
income
534
$
54
36
52
57
287
18
4
82
34
65
27
190
205
194
290
375
$
1,413
31
26
432
$ 15,505
$
309
$
Crown Holdings, Inc.
2018
External
sales
Inter-
segment
sales
Segment
assets
Americas Beverage
European Beverage
European Food
Asia Pacific
Transit Packaging
Total reportable segments
Non-reportable segments
Corporate and unallocated items
$
$
3,282
1,489
1,982
1,316
1,800
9,869
1,282
—
Total
$ 11,151
$
53
1
69
—
5
128
142
—
270
$
3,388
1,705
2,792
1,558
4,415
13,858
1,066
338
2017
External
sales
Inter-
segment
sales
Segment
assets
Americas Beverage
European Beverage
European Food
Asia Pacific
Total reportable segments
Non-reportable segments
Corporate and unallocated items
$
$
2,928
1,457
1,935
1,177
7,497
1,201
—
Total
$
8,698
$
34
2
70
—
106
116
—
222
$
3,253
1,631
2,964
1,355
9,203
1,039
421
Depreciation
84
$
Capital
expenditures
111
$
Segment
income
454
$
$ 15,262
$
277
$
Depreciation
75
$
Capital
expenditures
167
$
Segment
income
470
$
38
39
48
43
252
18
7
35
35
42
187
17
4
193
257
186
255
$
1,345
121
17
130
24
403
27
32
462
235
264
168
$
1,137
109
45
123
444
27
27
498
$ 10,663
$
208
$
Intersegment sales primarily include sales of ends and components used to manufacture cans, such as printed and coated metal,
as well as parts and equipment used in the manufacturing process.
Corporate and unallocated items include corporate and division administrative costs, technology costs, and unallocated items such
as stock-based compensation.
A reconciliation of segment income of reportable segments to income before income taxes for the three years ended December
31, 2019, 2018 and 2017 follows:
86
Segment income of reportable segments
Segment income of non-reportable segments
Corporate and unallocated items
Provision for asbestos
Restructuring and other
Goodwill impairment
Amortization of intangibles
Loss from early extinguishments of debt
Fair value adjustment to inventory
Other pension and postretirement
Interest expense
Interest income
Foreign exchange
Income before income taxes
Crown Holdings, Inc.
2019
2018
2017
$
$
1,413
126
(158)
—
26
(25)
(186)
(27)
—
(13)
(378)
17
(9)
786
$
$
1,345
122
(139)
—
(44)
—
(148)
—
(40)
25
(384)
21
(18)
740
$
$
1,137
123
(143)
(3)
(51)
—
(39)
(7)
—
53
(252)
15
(4)
829
For the three years ended December 31, 2019, 2018 and 2017, intercompany profit of $6, $7 and $8 was eliminated within segment
income of non-reportable segments.
For the three years ended December 31, 2019, 2018 and 2017, no one customer accounted for more than 10% of the Company's
consolidated net sales.
Sales by major product were:
Metal beverage cans and ends
Metal food cans and ends
Transit packaging
Other metal packaging
Other products
Consolidated net sales
2019
2018
2017
$
$
5,588
2,435
2,274
887
481
11,665
$
$
5,551
2,452
1,800
884
464
11,151
$
$
5,085
2,331
—
887
395
8,698
The following table provides sales and long-lived asset information for the major countries in which the Company operates. Long-
lived assets includes property, plant and equipment.
United States
Mexico
Brazil
United Kingdom
Spain
Other
Consolidated total
2019
$ 3,407
834
714
641
682
5,387
$ 11,665
Net Sales
2018
$ 3,018
763
732
685
666
5,287
$ 11,151
2017
$ 1,931
699
652
600
649
4,167
$ 8,698
Long-Lived Assets
2018
2019
$
$
722
438
393
136
337
1,861
3,887
$
$
694
434
350
139
346
1,782
3,745
87
Z. Condensed Combining Financial Information
Crown Holdings, Inc.
Crown Cork & Seal Company, Inc. (Issuer), a wholly owned subsidiary, has $350 principal amount of 7.375% senior notes due
2026 and $40 principal amount of 7.5% senior notes due 2096 outstanding that are fully and unconditionally guaranteed by Crown
Holdings, Inc. (Parent). No other subsidiary guarantees the debt. The following condensed combining financial statements:
•
•
Statements of Comprehensive Income and Cash Flows for the years ended December 31, 2019, 2018, 2017, and
Balance Sheets as of December 31, 2019 and December 31, 2018
are presented on the following pages to comply with the Company’s requirements under Rule 3-10 of Regulation S-X.
CONDENSED COMBINING STATEMENT OF COMPREHENSIVE INCOME
For the year ended December 31, 2019
(in millions)
Net sales
Cost of products sold, excluding depreciation and
amortization
Depreciation and amortization
Selling and administrative expense
Restructuring and other
Goodwill impairment
Income from operations
Loss from early extinguishments of debt
Other pension and postretirement
Net interest expense
Foreign exchange
Income/(loss) before income taxes
Provision for / (benefit from) income taxes
Equity in net earnings of affiliates
Net income
Net income attributable to noncontrolling interests
Net income attributable to Crown Holdings
Total comprehensive income
Comprehensive income attributable to noncontrolling
interests
Parent
Issuer
Non-
Guarantors
$
11,665
Eliminations
Total
Company
$
11,665
$
3
9,349
490
628
(26)
25
9,349
490
631
(26)
25
—
(3)
1,199
—
1,196
7
73
(83)
(12)
509
438
$
$
438
647
$
$
—
510
510
510
753
$
$
$
27
6
288
9
869
178
5
$
$
$
696
(115)
581
941
(117)
824
27
13
361
9
786
166
5
625
(115)
510
—
(1,019)
(1,019)
(1,019) $
(1,471) $
870
$
(1,471) $
(117)
753
Comprehensive income attributable to Crown Holdings $
753
$
647
$
88
Crown Holdings, Inc.
CONDENSED COMBINING STATEMENT OF COMPREHENSIVE INCOME
For the year ended December 31, 2018
(in millions)
Net sales
Cost of products sold, excluding depreciation and
amortization
Depreciation and amortization
Selling and administrative expense
Restructuring and other
Income from operations
Other pension and postretirement
Net interest expense
Foreign exchange
Income/(loss) before income taxes
Provision for / (benefit from) income taxes
Equity in net earnings of affiliates
Net income
Net income attributable to noncontrolling interests
Net income attributable to Crown Holdings
Total comprehensive income
Comprehensive income attributable to noncontrolling
interests
Parent
Issuer
Non-
Guarantors
$
11,151
Eliminations
Total
Company
$
11,151
$
3
(3)
7
74
(84)
7
456
365
9
(9)
(9)
(2)
446
439
439
303
$
$
365
259
$
$
$
$
$
9,028
425
555
35
1,108
(32)
289
18
833
211
4
$
626
(89)
537
487
(86)
401
$
$
$
9,028
425
558
44
1,096
(25)
363
18
740
216
4
528
(89)
439
—
—
(902)
(902)
(902) $
(660) $
389
(660) $
(86)
303
Comprehensive income attributable to Crown Holdings $
303
$
259
$
89
Crown Holdings, Inc.
CONDENSED COMBINING STATEMENT OF COMPREHENSIVE INCOME
For the year ended December 31, 2017
(in millions)
Net sales
Cost of products sold, excluding depreciation and
amortization
Depreciation and amortization
Selling and administrative expense
Provision for asbestos
Restructuring and other
Income from operations
Loss from early extinguishments of debt
Other pension and postretirement
Net interest expense
Foreign exchange
Income/(loss) before income taxes
Provision for / (benefit from) income taxes
Equity in net earnings of affiliates
Net income
Net income attributable to noncontrolling interests
Net income attributable to Crown Holdings
Total comprehensive income
Comprehensive income attributable to noncontrolling
interests
Parent
Issuer
Non-
Guarantors
$
8,698
Eliminations
Total
Company
$
8,698
$
$
$
—
—
323
323
323
482
2
3
(1)
(4)
7
91
(102)
194
531
235
235
275
$
$
$
$
$
7,006
247
365
52
1,028
7
(60)
146
4
931
207
724
(105)
619
886
(108)
778
7,006
247
367
3
51
—
1,024
7
(53)
237
4
829
401
—
428
(105)
323
—
(854)
(854)
(854) $
(1,053)
590
$
$
$
$
(1,053) $
(108)
482
Comprehensive income attributable to Crown Holdings $
482
$
275
$
90
Crown Holdings, Inc.
CONDENSED COMBINING BALANCE SHEET
As of December 31, 2019
(in millions)
Parent
Issuer
Non-
Guarantors
Eliminations
Total
Company
$
—
$
11
11
607
1,517
1,626
241
3,991
$
4,209
4,439
129
3,538
$
4,430
2,015
3,887
204
838
$
—
(3,538)
(8,648)
607
1,528
1,626
241
4,002
—
—
4,430
2,015
3,887
204
967
$
4,209
$
4,579
$
18,903
$
(12,186) $
15,505
$
33
33
388
1,066
311
2,781
2,781
75
62
51
2,646
1,008
3,842
7,430
156
683
546
379
5,867
6,246
$
—
$
(3,538)
(8,648)
(8,648)
(12,186) $
75
62
51
2,646
1,065
3,899
7,818
—
156
683
857
379
1,713
2,092
15,505
Assets
Current assets
Cash and cash equivalents
Receivables, net
Inventories
Prepaid expenses and other current assets
Total current assets
Intercompany debt receivables
Investments
Goodwill
Intangible assets
Property, plant and equipment, net
Operating lease right-of-use assets, net
Other non-current assets
Total
Liabilities and equity
Current liabilities
Short-term debt
Current maturities of long-term debt
Current portion of operating lease
liabilities
Accounts payable
Accrued liabilities
Total current liabilities
$
$
24
24
Long-term debt, excluding current maturities
Long-term intercompany debt
2,472
Non-current portion of operating lease
liabilities
Postretirement and pension liabilities
Other non-current liabilities
Commitments and contingent liabilities
Noncontrolling interests
Crown Holdings shareholders’ equity
Total equity
1,713
1,713
Total
$
4,209
$
4,579
$
18,903
$
91
Crown Holdings, Inc.
CONDENSED COMBINING BALANCE SHEET
As of December 31, 2018
(in millions)
Parent
Issuer
Non-
Guarantors
Eliminations
Total
Company
$
1
1
$
9
1
10
607
1,593
1,690
178
4,068
3,458
3,764
156
3,561
$
4,442
2,193
3,745
647
$
—
(3,561)
(7,222)
607
1,602
1,690
180
4,079
—
—
4,442
2,193
3,745
803
$
3,459
$
3,930
$
18,656
$
(10,783) $
15,262
Assets
Current assets
Cash and cash equivalents
Receivables, net
Inventories
Prepaid expenses and other current assets
$
Total current assets
Intercompany debt receivables
Investments
Goodwill
Intangible assets
Property, plant and equipment, net
Other non-current assets
Total
Liabilities and equity
Current liabilities
Short-term debt
Current maturities of long-term debt
Accounts payable
Accrued liabilities
Total current liabilities
$
$
14
14
Long-term debt, excluding current maturities
Long-term intercompany debt
Postretirement and pension liabilities
Other non-current liabilities
Commitments and contingent liabilities
Noncontrolling interests
Crown Holdings shareholders’ equity
Total equity
2,508
937
937
$
30
30
388
1,053
325
2,134
2,134
89
81
2,732
967
3,869
8,105
683
562
349
5,088
5,437
$
—
$
(3,561)
(7,222)
(7,222)
(10,783) $
89
81
2,732
1,011
3,913
8,493
—
683
887
349
937
1,286
15,262
Total
$
3,459
$
3,930
$
18,656
$
92
Crown Holdings, Inc.
CONDENSED COMBINING STATEMENT OF CASH FLOWS
For the year ended December 31, 2019
(in millions)
Net cash provided by/(used for) operating
activities
Cash flows from investing activities
Capital expenditures
Acquisition of businesses, net of cash
acquired
Net investment hedges
Proceeds from sale of property, plant and
equipment
Other
Net cash provided by/(used for)
investing activities
Cash flows from financing activities
Proceeds from long-term debt
Payments of long-term debt
Net change in revolving credit facility and
short-term debt
Net change in long-term intercompany
balances
Payments of finance leases
Debt issuance costs
Common stock issued
Common stock repurchased
Dividends paid
Dividend paid to noncontrolling interests
Contribution from noncontrolling interests
Foreign exchange derivatives related to
debt
Net cash provided by/(used for)
financing activities
Effect of exchange rate changes on cash, cash
equivalents, and restricted cash
Net change in cash, cash equivalents, and
restricted cash
Cash, cash equivalents, and restricted cash at
January 1
Cash, cash equivalents, and restricted cash
at December 31
Parent
Issuer
Non-
Guarantors
Eliminations
Total
Company
$
39
$
(13) $
1,180
$
(43) $
1,163
(432)
(11)
23
39
7
(432)
(11)
23
39
7
—
—
(374)
—
(374)
2,216
(2,845)
(10)
23
(15)
(18)
(43)
(101)
6
(16)
(803)
1
4
659
43
43
—
(36)
13
4
(7)
(39)
—
13
—
$
— $
— $
663
$
— $
2,216
(2,845)
(10)
—
(15)
(18)
4
(7)
—
(101)
6
(16)
(786)
1
4
659
663
93
Crown Holdings, Inc.
CONDENSED COMBINING STATEMENT OF CASH FLOWS
For the year ended December 31, 2018
(in millions)
Net cash provided by/(used for) operating
activities
Cash flows from investing activities
Capital expenditures
Beneficial interest in transferred
receivables
Acquisition of businesses, net of cash
acquired
Proceeds from sale of property, plant and
equipment
Foreign exchange derivatives related to
acquisitions
Net investment hedge settlements
Other
Net cash provided by/(used for)
investing activities
Cash flows from financing activities
Proceeds from long-term debt
Payments of long-term debt
Net change in revolving credit facility and
short-term debt
Net change in long-term intercompany
balances
Debt issuance costs
Common stock issued
Common stock repurchased
Dividends paid
Dividend paid to noncontrolling interests
Foreign exchange derivatives related to
debt
Net cash provided by/(used for)
financing activities
Effect of exchange rate changes on cash, cash
equivalents, and restricted cash
Net change in cash, cash equivalents, and
restricted cash
Cash, cash equivalents, and restricted cash at
January 1
Cash, cash equivalents, and restricted cash
at December 31
Parent
Issuer
Non-
Guarantors
Eliminations
Total
Company
$
(8) $
(74) $
692
$
(39) $
571
(462)
490
(3,912)
36
(25)
34
(4)
(462)
490
(3,912)
36
(25)
34
(4)
—
—
(3,843)
—
(3,843)
4,082
(333)
(69)
(85)
(70)
(39)
(60)
(14)
3,412
(37)
224
435
39
39
—
11
1
(4)
8
—
74
74
—
$
— $
— $
659
$
— $
4,082
(333)
(69)
—
(70)
1
(4)
—
(60)
(14)
3,533
(37)
224
435
659
94
Crown Holdings, Inc.
CONDENSED COMBINING STATEMENT OF CASH FLOWS
For the year ended December 31, 2017
(in millions)
Net cash provided by/(used for) operating
activities
Cash flows from investing activities
Capital expenditures
Beneficial interest in transferred
receivables
Proceeds from sale of property, plant and
equipment
Intercompany investing activities
Other
Net cash provided by/(used for)
investing activities
Cash flows from financing activities
Proceeds from long-term debt
Payments of long-term debt
Net change in revolving credit facility and
short-term debt
Net change in long-term intercompany
balances
Debt issuance costs
Common stock issued
Common stock repurchased
Dividends paid
Dividend paid to noncontrolling interests
Foreign exchange derivatives related to
debt
Net cash provided by/(used for)
financing activities
Effect of exchange rate changes on cash, cash
equivalents, and restricted cash
Net change in cash, cash equivalents, and
restricted cash
Cash, cash equivalents, and restricted cash at
January 1
Cash, cash equivalents, and restricted cash
at December 31
Parent
Issuer
Non-
Guarantors
Eliminations
Total
Company
$
7
$
(58) $
(162) $
(38) $
(251)
(498)
1,010
8
(24)
496
1,054
(1,132)
95
(151)
(16)
(273)
(93)
27
(489)
14
(141)
576
—
(5)
63
58
—
(235)
(235)
273
273
—
235
235
88
9
(339)
(242)
—
$
— $
— $
435
$
— $
(498)
1,010
8
—
(24)
496
1,054
(1,137)
95
—
(16)
9
(339)
—
(93)
27
(400)
14
(141)
576
435
95
Crown Holdings, Inc.
Crown Americas, LLC, Crown Americas Capital Corp. II, Crown Americas Capital Corp. III and Crown Americas Capital Corp.
V (collectively, the Issuers), wholly owned subsidiaries of the Company, have outstanding $1,000 principal amount of 4.5% senior
notes due 2023, $400 principal amount of 4.25% senior notes due 2026, and $875 principal amount of 4.75% senior notes due
2026 which are fully and unconditionally guaranteed by Crown Holdings, Inc. (Parent) and substantially all subsidiaries in the
United States. The guarantors are wholly owned by the Company and the guarantees are made on a joint and several basis. The
following condensed combining financial statements:
Statements of Comprehensive Income and Cash Flows for the years ended December 31, 2018, 2018, 2016, and
•
• Balance Sheets as of December 31, 2019 and December 31, 2018
are presented on the following pages to comply with the Company’s requirements under Rule 3-10 of Regulation S-X.
CONDENSED COMBINING STATEMENT OF COMPREHENSIVE INCOME
For the year ended December 31, 2019
(in millions)
Net sales
Cost of products sold, excluding
depreciation and amortization
Depreciation and amortization
Selling and administrative expense
Restructuring and other
Goodwill impairment
Income from operations
Loss from early extinguishments of debt
Other pension and postretirement
Net interest expense
Technology royalty
Foreign exchange
Income/(loss) before income taxes
Provision for / (benefit from) income taxes
Equity in net earnings of affiliates
Net income
Net income attributable to noncontrolling
interests
Net income attributable to Crown Holdings
Total comprehensive income
Comprehensive income attributable to
noncontrolling interests
Comprehensive income attributable to
Crown Holdings
$
$
$
$
Parent
Issuer
Guarantors
Non-
Guarantors
Eliminations
Total
Company
$
3,766
$
8,358
$
(459) $
11,665
3,147
6,661
(459)
9,349
$
10
—
—
510
510
(10)
19
77
(34)
(72)
(17)
206
151
141
264
14
200
11
124
(42)
1
106
59
358
405
510
753
$
$
151
199
$
$
405
614
$
$
349
357
(40)
25
490
631
(26)
25
1,006
—
1,196
8
2
160
42
8
786
132
2
656
34
(34)
(8)
(1,071)
(1,097)
27
13
361
—
9
786
166
5
625
$
$
(115)
541
827
(117)
(1,097) $
(115)
510
(1,523) $
870
(117)
753
$
199
$
614
$
710
$
(1,523) $
753
96
Crown Holdings, Inc.
CONDENSED COMBINING STATEMENT OF COMPREHENSIVE INCOME
For the year ended December 31, 2018
(in millions)
Net sales
Cost of products sold, excluding
depreciation and amortization
Depreciation and amortization
Selling and administrative expense
Restructuring and other
Income from operations
Other pension and postretirement
Net interest expense
Technology royalty
Foreign exchange
Income/(loss) before income taxes
Provision for / (benefit from) income taxes
Equity in net earnings of affiliates
Net income
Net income attributable to noncontrolling
interests
Net income attributable to Crown Holdings
Total comprehensive income
Comprehensive income attributable to
noncontrolling interests
Comprehensive income attributable to
Crown Holdings
$
$
$
Parent
Issuer
Guarantors
Non-
Guarantors
Eliminations
Total
Company
$
3,426
$
8,212
$
(487) $
11,151
2,932
6,583
(487)
9,028
$
9
(9)
(9)
(2)
446
439
$
11
(11)
91
(16)
(86)
(20)
191
125
117
216
11
150
(14)
113
(45)
96
53
311
354
439
303
$
$
125
62
$
$
354
248
$
$
308
331
24
966
(11)
159
45
19
754
188
1
567
(89)
478
479
(86)
$
$
425
558
44
1,096
(25)
363
—
18
740
216
4
528
(89)
439
—
15
(15)
(3)
(945)
(957)
(957) $
(703) $
389
(86)
303
$
62
$
248
$
393
$
(703) $
303
97
Crown Holdings, Inc.
CONDENSED COMBINING STATEMENT OF COMPREHENSIVE INCOME
For the year ended December 31, 2017
(in millions)
Net sales
Cost of products sold, excluding
depreciation and amortization
Depreciation and amortization
Selling and administrative expense
Provision for asbestos
Restructuring and other
Income from operations
Loss from early extinguishments of debt
Other pension and postretirement
Net interest expense
Technology royalty
Foreign exchange
Income/(loss) before income taxes
Provision for / (benefit from) income taxes
Equity in net earnings of affiliates
Net income
Net income attributable to noncontrolling
interests
Net income attributable to Crown Holdings
Total comprehensive income
Comprehensive income attributable to
noncontrolling interests
Comprehensive income attributable to
Crown Holdings
$
$
$
$
Parent
Issuer
Guarantors
Non-
Guarantors
Eliminations
Total
Company
$
2,286
$
6,797
$
(385) $
8,698
$
10
2
(12)
6
65
90
(173)
(66)
194
87
323
323
1,960
40
134
3
11
138
(13)
95
(42)
(2)
100
271
406
235
323
482
$
$
87
115
$
$
235
275
$
$
5,431
207
223
38
898
1
(40)
77
42
6
812
164
648
(105)
543
854
(108)
$
$
(385)
7,006
247
367
3
51
—
1,024
7
(53)
237
—
4
829
401
—
428
(105)
323
(90)
90
32
(923)
(865)
(865) $
(1,136) $
590
(108)
482
$
115
$
275
$
746
$
(1,136) $
482
98
Crown Holdings, Inc.
CONDENSED COMBINING BALANCE SHEET
As of December 31, 2019
(in millions)
Parent
Issuer
Guarantors
Non-
Guarantors
Eliminations
Total
Company
Assets
Current assets
Cash and cash equivalents
Receivables, net
Intercompany receivables
Inventories
Prepaid expenses and other current assets
Total current assets
—
$
4,209
Intercompany debt receivables
Investments
Goodwill
Intangible assets
Property, plant and equipment, net
Operating lease right-of-use assets, net
Other non-current assets
Total
Liabilities and equity
Current liabilities
Short-term debt
Current maturities of long-term debt
Current portion of operating lease
liabilities
Accounts payable
Accrued liabilities
Intercompany payables
Total current liabilities
Long-term debt, excluding current maturities
Long-term intercompany debt
Non-current portion of operating lease
liabilities
Postretirement and pension liabilities
Other non-current liabilities
Commitments and contingent liabilities
Noncontrolling interests
Crown Holdings shareholders’ equity
Total equity
$
133
$
5
$
11
2
146
3,080
2,850
1
3
62
140
48
443
19
655
3,352
1,495
1,186
832
725
64
148
469
1,377
$
23
$
(71)
(71)
(6,677)
(8,554)
1,183
220
3,272
245
3,244
1,183
3,161
137
757
607
1,528
—
1,626
241
4,002
—
—
4,430
2,015
3,887
204
967
$
4,209
$
6,142
$
8,457
$
11,999
$ (15,302) $
15,505
$
27
$
$
24
24
2,472
49
76
3,313
996
3
19
682
134
23
858
388
3,082
48
386
303
1,713
1,713
1,754
1,754
3,392
3,392
$
75
35
32
1,964
858
48
$
$
(71)
(71)
(6,677)
75
62
51
2,646
1,065
—
3,899
7,818
—
156
683
857
(8,554)
(8,554)
$ (15,302) $
379
1,713
2,092
15,505
3,012
4,117
127
105
297
554
379
3,408
3,787
Total
$
4,209
$
6,142
$
8,457
$
11,999
99
Crown Holdings, Inc.
CONDENSED COMBINING BALANCE SHEET
As of December 31, 2018
(in millions)
Parent
Issuer
Guarantors
Non-
Guarantors
Eliminations
Total
Company
1
1
3,458
$
117
$
19
$
4
1
122
2,577
2,657
1
29
182
33
485
17
736
3,449
1,248
1,178
901
693
192
471
1,416
$
13
$
(46)
(46)
(6,038)
(7,363)
1,205
161
3,266
12
3,264
1,292
3,051
582
607
1,602
—
1,690
180
4,079
—
—
4,442
2,193
3,745
803
$
3,459
$
5,386
$
8,397
$
11,467
$ (13,447) $
15,262
Assets
Current assets
Cash and cash equivalents
Receivables, net
Intercompany receivables
Inventories
Prepaid expenses and other current assets $
Total current assets
Intercompany debt receivables
Investments
Goodwill
Intangible assets
Property, plant and equipment, net
Other non-current assets
Total
Liabilities and equity
Current liabilities
Short-term debt
Current maturities of long-term debt
$
Accounts payable
Accrued liabilities
Intercompany payables
Total current liabilities
$
14
14
$
37
49
86
2,508
2,999
746
Long-term debt, excluding current maturities
Long-term intercompany debt
Postretirement and pension liabilities
Other non-current liabilities
Commitments and contingent liabilities
Noncontrolling interests
Crown Holdings shareholders’ equity
Total equity
$
89
44
2,007
804
33
$
$
(46)
(46)
(6,038)
725
144
13
882
1,274
2,700
432
332
2,977
4,220
84
251
555
349
3,031
3,380
89
81
2,732
1,011
—
3,913
8,493
—
683
887
349
937
1,286
15,262
937
937
1,555
1,555
2,777
2,777
(7,363)
(7,363)
$ (13,447) $
Total
$
3,459
$
5,386
$
8,397
$
11,467
100
Crown Holdings, Inc.
CONDENSED COMBINING STATEMENT OF CASH FLOWS
For the year ended December 31, 2019
(in millions)
Net provided by/(used for) operating
activities
Cash flows from investing activities
Capital expenditures
Acquisition of businesses, net of cash
acquired
Net investment hedges
Proceeds from sale of property, plant and
equipment
Intercompany investing activities
Other
Net cash provided by/(used for)
investing activities
Cash flows from financing activities
Proceeds from long-term debt
Payments of long-term debt
Net change in revolving credit facility
and short-term debt
Net change in long-term intercompany
balances
Payments of finance leases
Debt issuance costs
Common stock issued
Common stock repurchased
Dividends paid
Dividends paid to noncontrolling
interests
Contribution from noncontrolling
interests
Foreign exchange derivatives related to
debt
Net cash provided by/(used for)
financing activities
Effect of exchange rate changes on cash, cash
equivalents, and restricted cash
Net change in cash, cash equivalents, and
restricted cash
Cash, cash equivalents, and restricted cash at
January 1
Cash, cash equivalents, and restricted cash
at December 31
Parent
Issuer
Guarantors
Non-
Guarantors
Eliminations
Total
Company
$
39
$
(29) $
281
$
975
$
(103) $
1,163
23
(97)
(11)
8
226
(335)
31
7
(432)
(11)
23
39
—
7
(226)
—
23
126
(297)
(226)
(374)
1,100
(815)
(887)
1,116
(1,143)
2,216
(2,845)
(36)
(253)
(10)
479
(13)
4
(7)
(10)
(190)
(2)
(8)
(329)
(101)
6
(16)
329
(39)
22
(421)
(677)
329
—
—
16
117
(14)
19
1
2
523
—
—
$
— $
133
$
5
$
525
$
— $
(10)
—
(15)
(18)
4
(7)
—
(101)
6
(16)
(786)
1
4
659
663
101
Crown Holdings, Inc.
CONDENSED COMBINING STATEMENT OF CASH FLOWS
For the year ended December 31, 2018
(in millions)
Net provided by/(used for) operating
activities
Cash flows from investing activities
Capital expenditures
Beneficial interest in transferred
receivables
Acquisition of businesses, net of cash
acquired
Proceeds from sale of property, plant and
equipment
Intercompany investing activities
Foreign exchange derivatives related to
acquisition
Net investment hedge settlements
Other
Net cash provided by/(used for)
investing activities
Cash flows from financing activities
Proceeds from long-term debt
Payments of long-term debt
Net change in revolving credit facility
and short-term debt
Net change in long-term intercompany
balances
Debt issuance costs
Common stock issued
Common stock repurchased
Capital contribution
Dividends paid
Dividends paid to noncontrolling
interests
Foreign exchange derivatives related to
debt
Net cash provided by/(used for)
financing activities
Effect of exchange rate changes on cash, cash
equivalents, and restricted cash
Net change in cash, cash equivalents, and
restricted cash
Cash, cash equivalents, and restricted cash at
January 1
Cash, cash equivalents, and restricted cash
at December 31
Parent
Issuer
Guarantors
Non-
Guarantors
Eliminations
Total
Company
$
(8) $
(44) $
180
$
532
$
(89) $
571
(100)
34
(66)
975
(25)
(719)
(40)
—
11
1
(4)
(60)
(402)
490
(3,912)
9
27
100
(25)
(4)
(462)
490
(3,912)
36
—
(25)
34
(4)
(51)
(3,826)
100
(3,843)
1,150
(265)
(998)
1,957
(43)
(69)
1,706
(30)
100
(89)
(60)
(14)
4,082
(333)
(69)
—
(70)
1
(4)
—
—
(60)
(14)
(100)
89
8
191
(113)
3,458
(11)
3,533
—
—
81
36
16
3
(37)
127
396
—
—
$
— $
117
$
19
$
523
$
— $
(37)
224
435
659
102
Crown Holdings, Inc.
CONDENSED COMBINING STATEMENT OF CASH FLOWS
For the year ended December 31, 2017
(in millions)
Net provided by/(used for) operating
activities
Cash flows from investing activities
Capital expenditures
Beneficial interest in transferred
receivables
Proceeds from sale of property, plant and
equipment
Intercompany investing activities
Other
Net cash provided by/(used for)
investing activities
Cash flows from financing activities
Proceeds from long-term debt
Payments of long-term debt
Net change in revolving credit facility
and short-term debt
Net change in long-term intercompany
balances
Debt issuance costs
Common stock issued
Common stock repurchased
Dividends paid
Dividends paid to noncontrolling
interests
Foreign exchange derivatives related to
debt
Net cash provided by/(used for)
financing activities
Effect of exchange rate changes on cash, cash
equivalents, and restricted cash
Net change in cash, cash equivalents, and
restricted cash
Cash, cash equivalents, and restricted cash at
January 1
Cash, cash equivalents, and restricted cash
at December 31
Parent
Issuer
Guarantors
Non-
Guarantors
Eliminations
Total
Company
$
7
$
(30) $
83
$
(211) $
(100) $
(251)
(102)
(396)
1
300
(20)
179
9
(7)
—
750
(1,015)
263
(15)
(261)
235
235
88
9
(339)
1,010
7
(4)
(535)
617
(535)
295
(115)
95
(90)
(1)
(635)
635
(93)
27
(498)
1,010
8
—
(24)
496
1,054
(1,137)
95
—
(16)
9
(339)
—
(93)
27
(242)
(17)
(259)
(517)
635
(400)
—
(47)
83
3
14
(97)
493
14
—
(141)
576
435
$
— $
36
$
3
$
396
$
— $
103
Quarterly Data (unaudited)
Crown Holdings, Inc.
(in millions)
2019
2018
Net sales
Gross profit *
Income from operations
Net income (loss) attributable to
Crown Holdings
Earnings per average common
share:
Basic
Diluted
Average common shares
outstanding:
Basic
Diluted
(1)
First
$ 2,755
423
262
(2)
Second
$ 3,035
495
383
(3)
Third
$ 3,084
508
352
(4)
Fourth
$ 2,791
400
199
First (5)
$ 2,197
324
221
(6)
Second
$ 3,046
467
292
(7)
Third
$ 3,174
517
365
(8)
Fourth
$ 2,734
390
218
103
137
183
87
90
132
164
53
$
$
0.77
0.77
1.02
1.02
$
1.37
1.36
$
0.65
0.64
$
0.67
0.67
$
0.99
0.99
$
$
1.23
1.23
0.40
0.40
133.8
134.4
133.9
134.8
133.9
135.0
134.0
135.2
133.5
133.8
133.6
133.8
133.7
133.8
133.7
134.1
* The Company defines gross profit as net sales less cost of products sold and depreciation and amortization.
Notes:
(1) Includes pre-tax charges of $4 for restructuring and other and $6 from early extinguishment of debt and a pension plan
curtailment gain of $14.
(2) Includes pre-tax gains of $45 for restructuring and other, and charges of $31 for a pension plan settlement and $15 to
settle a tax contingency.
(3) Includes pre-tax charges of $6 for pension plan settlements.
(4) Includes pre-tax charges of $25 for a goodwill impairment, $15 for restructuring and other and $7 for pension plan
settlements. Also, includes income tax benefits of $37 primarily related to a deferred tax valuation allowance release.
(5) Includes pre-tax charges of $13 for restructuring and other and $24 for acquisition costs.
(6) Includes pre-tax charges of $40 for fair value adjustment to inventory and $16 for restructuring and other.
(7) Includes a pre-tax benefit of $1 for restructuring and other and income tax charges of $28 related to taxes on
distributions of foreign earnings.
(8) Includes pre-tax charges of $16 for restructuring and other and $42 for pension plan settlements.
104
Crown Holdings, Inc.
SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
(In millions)
COLUMN A
COLUMN B
COLUMN C
Additions
COLUMN D COLUMN E COLUMN F
Description
Balance at
beginning of
period
Charged to
costs and
expense
Charged to
other
accounts
Acquisitions
Deductions
– write-offs
Balance at
end of period
Allowances deducted from assets
to which they apply:
For the year ended December 31, 2019
Trade accounts receivable
$
65 $
4 $
— $
1 $
(8) $
Deferred tax assets
282
(33)
5
—
(11)
Allowances deducted from assets
to which they apply:
For the year ended December 31, 2018
Trade accounts receivable
Deferred tax assets
71
228
(6)
(1)
(4)
(7)
For the year ended December 31, 2017
Allowances deducted from assets
to which they apply:
Trade accounts receivable
Deferred tax assets
76
225
—
9
6
—
7
76
—
—
(3)
(14)
(11)
(6)
62
243
65
282
71
228
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
ITEM 9.
None.
ITEM 9A.
CONTROLS AND PROCEDURES
As of the end of the period covered by this Annual Report on Form 10-K, management, including the Company’s Chief Executive
Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of its disclosure controls and
procedures. Based upon that evaluation and as of the end of the period for which this report is made, the Company’s Chief Executive
Officer and Chief Financial Officer concluded that the disclosure controls and procedures were effective to ensure that information
to be disclosed in reports that the Company files and submits under the Exchange Act is recorded, processed, summarized and
reported within the time periods specified in the rules and terms of the Securities and Exchange Commission, and to ensure that
information required to be disclosed in the reports that the Company files or submits under the Exchange Act is accumulated and
communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, to allow timely
decisions regarding required disclosure.
105
Crown Holdings, Inc.
The Company’s report on internal control over financial reporting is included in Part II, Item 8 of this Annual Report on Form 10-
K.
There has been no change in internal control over financial reporting that occurred during the quarter ended December 31, 2019
that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
ITEM 9B.
OTHER INFORMATION
None.
PART III
ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required by this Item is set forth in the Company’s Proxy Statement within the sections entitled “Election of
Directors,” “Section 16(a) Beneficial Ownership Reporting Compliance” and “Corporate Governance” and is incorporated herein
by reference.
The following table sets forth certain information concerning the principal executive officers of the Company, including their
ages and positions.
Name
Age
Title
Timothy J. Donahue
Gerard H. Gifford
Djalma Novaes, Jr.
Didier Sourisseau
Hock Huat Goh
Robert H. Bourque, Jr.
Thomas A. Kelly
David A. Beaver
57
64
59
54
65
49
60
President and Chief Executive Officer
Executive Vice President and Chief Operating Officer
President – Americas Division
President – European Division
President – Asia Pacific Division
President – Transit Packaging Division
Senior Vice President and Chief Financial Officer
44 Vice President and Corporate Controller
Year Assumed
Present Title
2016
2017
2015
2017
2018
2018
2013
2015
ITEM 11.
EXECUTIVE COMPENSATION
The information required by this Item is set forth in the Company’s Proxy Statement within the sections entitled “Executive
Compensation,” “Compensation Discussion and Analysis” and “Corporate Governance” and is incorporated herein by reference.
106
Crown Holdings, Inc.
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
Certain information required by this Item is set forth in the Company’s Proxy Statement within the sections entitled “Proxy
Statement – Meeting, April 23, 2020” and “Common Stock Ownership of Certain Beneficial Owners, Directors and Executive
Officers” and is incorporated herein by reference.
The following table provides information as of December 31, 2019 with respect to shares of the Company’s Common Stock that
may be issued under its equity compensation plans:
Equity Compensation Plan Information
Number of Securities
to be Issued Upon
Exercise of
Outstanding
Options, Warrants
and Rights
(a)
Weighted average
Exercise Price of
Outstanding Options,
Warrants and Rights
(b)
630,736
630,736
—
—
Number of Securities
Remaining Available
For Future Issuance
Under Equity
Compensation
Plans (Excluding
Securities Reflected
In Column (a))
(c)
3,436,265
3,436,265
Plan category
Equity compensation plans
approved by security holders
Equity compensation plans not
approved by security holders
Total
(1)
Includes the 2013 Stock-Based Incentive Compensation Plan.
(2)
(3)
Includes 630,736 shares of deferred stock awarded from the 2013 Stock-Based Incentive Compensation Plan during
each year from 2013 through 2019. The shares are time-vesting and will be issued up to four years from their grant
date. The weighted-average exercise price in the table does not include these shares.
Includes 3,240,254, 747,384 and 79,363 shares available for issuance at December 31, 2019 under the 2013 Stock
Based Incentive Compensation Plan, the Company’s Employee Stock Purchase Plan and the Stock Compensation Plan
for Non-Employee Directors.
ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by this Item is set forth in the Company’s Proxy Statement within the sections entitled “Election of
Directors,” “Corporate Governance” and “Executive Compensation” and is incorporated herein by reference.
ITEM 14.
PRINCIPAL ACCOUNTING FEES AND SERVICES
The information required by this Item is set forth in the Company’s Proxy Statement within the sections entitled “Principal
Accounting Fees and Services” and is incorporated herein by reference.
107
Crown Holdings, Inc.
PART IV
ITEM 15.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
a)
The following documents are filed as part of this report:
(1) All Financial Statements (see Part II, Item 8)
Management’s Report on Internal Control Over Financial Reporting
Report of Independent Registered Public Accounting Firm
Consolidated Statements of Operations for the years ended December 31, 2019, 2018 and 2017
Consolidated Statements of Comprehensive Income for the years ended December 31, 2019, 2018 and 2017
Consolidated Balance Sheets as of December 31, 2019 and 2018
Consolidated Statements of Cash Flows for the years ended December 31, 2019, 2018 and 2017
Consolidated Statements of Shareholders' Equity for the years ended December 31, 2019, 2018 and 2017
Notes to Consolidated Financial Statements
Supplementary Information
(2) Financial Statement Schedules:
Schedule II – Valuation and Qualifying Accounts and Reserves for the years ended December 31, 2019, 2018 and 2017
All other schedules have been omitted because they are not applicable or the required information is included in the Consolidated
Financial Statements.
(3) Exhibits
3.a
3.b
4.a
4.b
4.c
4.d
4.e
4.f
Articles of Incorporation of Crown Holdings, Inc., as amended (incorporated by reference to Exhibit 3.a of the
Registrant’s Annual Report on Form 10-K for the year ended December 31, 2004 (File No. 000-50189)).
Amended and Restated By-Laws of Crown Holdings, Inc. (incorporated by reference to Exhibit 3.ii of the
Registrant's Current Report on Form 8-K dated January 29, 2016 (File No. 000-50189)).
Specimen certificate of Registrant’s Common Stock (incorporated by reference to Exhibit 4.a of the Registrant’s
Annual Report on Form 10-K for the year ended December 31, 1995 (File No. 1-2227)).
Indenture, dated December 17, 1996, among Crown Cork & Seal Company, Inc., Crown Cork & Seal Finance
PLC, Crown Cork & Seal Finance S.A. and the Bank of New York, as trustee (incorporated by reference to Exhibit
4.1 of the Registrant's Current Report on Form 8-K dated December 17, 1996 (File No. 1-2227)).
Form of the Registrant's 7-3/8% Debentures Due 2026 (incorporated by reference to Exhibit 99.1 of the Registrant's
Current Report on Form 8-K dated December 17, 1996 (File No. 1-2227)).
Officers' Certificate for 7-3/8% Debentures Due 2026 (incorporated by reference to Exhibit 99.6 of the Registrant's
Current Report on Form 8-K dated December 17, 1996 (File No. 1-2227)).
Form of the Registrant's 7-1/2% Debentures Due 2096 (incorporated by reference to Exhibit 99.2 of the Registrant's
Current Report on Form 8-K dated December 17, 1996 (File No. 1-2227)).
Officers' Certificate for 7-1/2% Debentures Due 2096 (incorporated by reference to Exhibit 99.7 of the Registrant's
Current Report on From 8-K dated December 17, 1996 (File No. 1-2227)).
108
Crown Holdings, Inc.
4.g
4.h
4.i
4.j
4.k
4.l
Terms Agreement, dated December 12, 1996 (incorporated by reference to Exhibit 1.1 of the Registrant's Current
Report on Form 8-K dated December 17, 1996 (File No. 1-2227)).
Form of Bearer Security Depositary Agreement (incorporated by reference to Exhibit 4.2 of the Registrant's
Registration Statement on Form S-3, dated November 26, 1996, amended December 5 and 10, 1996 (File No.
333-16869)).
Supplemental Indenture to Indenture dated December 17, 1996, dated as of February 25, 2003, between Crown
Cork & Seal Company, Inc., as Issuer and Guarantor, Crown Cork & Seal Finance PLC, as Issuer, Crown Cork
& Seal Finance S.A., as Issuer, Crown Holdings, Inc., as Additional Guarantor and Bank One Trust Company,
N.A., as Trustee (incorporated by reference to Exhibit 4.5 of the Registrant’s Current Report on Form 8-K
dated February 26, 2003 (File No. 000-50189)).
Indenture, dated as of January 9, 2013, by and among Crown Americas LLC and Crown Americas Capital
Corp. IV, as Issuers, the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as
Trustee, relating to the 4 1/2% Senior Notes due 2023 (incorporated by reference to Exhibit 4.2 of the
Registrant's Current Report on Form 8-K dated January 9, 2013 (File No. 000-50189)).
Form of 4 ½% Senior Notes due 2023 (incorporated by reference to Exhibit 4.1 of the Registrant's Current Report
on Form 8-K Dated January 15, 2013 (File No. 000-50189)).
Credit Agreement, dated as of December 19, 2013, among Crown Americas LLC, as U.S. Borrower, Crown
European Holdings SA, as European Borrower, CROWN Metal Packaging Canada LP, as Canadian Borrower,
the Subsidiary Borrowers named therein, the Company, Crown International Holdings, Inc. and Crown Cork &
Seal Company, Inc., as Parent Guarantors, Deutsche Bank AG New York Branch, as Administrative Agent,
Deutsche Bank AG London Branch, a U.K. Administrative Agent, Deutsche Bank AG Canada Branch, as
Canadian Administrative Agent, and various Lending Institutions (incorporated by reference to Exhibit 4 of the
Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014 (File No. 000-50189)).
4.m First Amendment to Credit Agreement, among Crown Americas LLC, as U.S. Borrower, Crown European Holdings
SA, as European Borrower, CROWN Metal Packaging Canada LP, as Canadian Borrower, the Subsidiary Borrowers
named therein, Crown Holdings, Inc., Crown International Holdings, Inc. and Crown Cork & Seal Company,
Inc., as Parent Guarantors, Deutsche Bank AG New York Branch, as Administrative Agent, Deutsche Bank AG
London Branch, a U.K. Administrative Agent, Deutsche Bank AG Canada Branch, as Canadian Administrative
Agent, and various Lending Institutions referred to therein (incorporated by reference to Exhibit 4.1 of the
Registrants Quarterly Report on Form 10-Q for the quarter ended September 30, 2014 (File No. 000-50189)).
4.n
4.o
4.p
4.q
4.r
Indenture, dated as of July 8, 2014, by and among Crown European Holdings S.A., as Issuer, the Guarantors named
therein, U.S. Bank National Association, as Trustee, and the other parties thereto, relating to the €650 million 4%
Senior Notes due 2022 (incorporated by reference to Exhibit 4.1 of the Registrant's Current Report on Form 8-K
dated July 11, 2014 (File No. 000-50189)).
Form of 4% Senior Notes due 2022 (included in Exhibit 4.p).
Incremental Amendment No. 1, among Crown Americas LLC, as U.S. Borrower, Deutsche Bank AG New York
Branch, as administrative agent for the Term A Lenders, TD Bank, N.A., The Bank of Nova Scotia and The Bank
of Tokyo-Mitsubishi UFJ, Ltd., to that certain Credit Agreement, dated as of December 19, 2013, as amended
(incorporated by reference to Exhibit 4.u of the Registrant’s Annual Report on Form 10-K for the year ended
December 31, 2014 (File No. 000-50189)).
Incremental Amendment No. 2, among Crown Americas LLC, as U.S. Borrower, Deutsche Bank AG New York
Branch, as administrative agent for certain Term Lenders, and the Term Loan B Lenders party thereto, to that
certain Credit Agreement, dated as of December 19, 2013, as amended (incorporated by reference to Exhibit 4.v
of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2014 (File No. 000-50189)).
Incremental Amendment No. 3, among Crown Americas LLC, as U.S. Borrower, Deutsche Bank AG New York
Branch, as administrative agent for certain Term Lenders, and the Term Loan A Lenders party thereto, to that
certain Credit Agreement, dated as of December 19, 2013, as amended ( (incorporated by reference to Exhibit 4.v
of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2015 (File No. 000-50189)).
109
Crown Holdings, Inc.
4.s
4.t
4.u
4.v
Indenture, dated as of September 15, 2016, by and among Crown European Holdings, S.A., as Issuer, the
Guarantors named therein, U.S.. Bank National Association, as Trustee, and the other parties thereto, relating
to the €600 million 2.625% Senior Notes due 2024 (incorporated by reference to Exhibit 4.1 of the Registrant's
Current Report on Form 8-K dated September 19, 2016 (File No. 000-50189)).
Indenture, dated as of September 15, 2016, by and among Crown Americas LLC and Crown Americas Capital
Corp. V, as Issuers, the Guarantors named therein and U.S. Bank National Association, as Trustee, relating to
the $400 million 4.250% Senior Notes due 2026 (incorporated by reference to Exhibit 4.2 of the Registrant's
Current Report on Form 8-K dated September 19, 2016 (File No. 000-50189)).
Second Amendment, dated September 19, 2016, to Credit Agreement, among Crown Americas LLC, as U.S.
Borrower, Crown European Holdings SA, as European Borrower, CROWN Metal Packaging Canada LP,
as Canadian Borrower, the Subsidiary Borrowers named therein, the Company, Crown International Holdings,
Inc. and Crown Cork & Seal Company, Inc., as Parent Guarantors, Deutsche Bank AG New York
Branch, as Administrative Agent, Deutsche Bank AG London Branch, as U.K. Administrative Agent,
Deutsche Bank AG Canada Branch, as Canadian Administrative Agent, and various Lending Institutions
referred to therein (incorporated by reference to Exhibit 4.1 of the Registrant's Current Report on Form 8-K
dated September 23, 2016 (File No. 000-50189)).
Indenture, dated as of May 5, 2015, among Crown European Holdings S.A., the Guarantors (as defined therein),
U.S. Bank National Association, as trustee, Elavon Financial Services Limited, UK Branch, as paying agent,
and Elavon Financial Services Limited, as registrar and transfer agent (incorporated by reference to Exhibit 10.1
of the Registrant's Quarterly Report on Form 10-Q dated July 30, 2015 (File No. 000-50189)).
4.w Amended & Restated Credit Agreement, dated April 7, 2017, by and among Crown Americas LLC, Crown European
Holdings S.A., Crown Metal Packaging Canada LP, each of the Subsidiary Borrowers from time to time party
thereto, Crown Holdings, Inc., Crown Cork & Seal Company, Inc., Crown International Holdings, Inc., each other
Credit Party from time to time party thereto, Deutsche Bank AG Canada Branch, Deutsche Bank AG London
Branch, Deutsche Bank AG New York Branch, and various Lenders referred to therein (incorporated by reference
to Exhibit 4 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 (File No.
000-50189)).
4.x
4.y
4.z
First Amendment to Amended and Restated Credit Agreement, dated as of December 28, 2017, among Crown
Americas LLC, Crown European Holdings S.A., Crown Metal Packaging Canada LP, each of the Subsidiary
Borrowers party thereto, Crown Holdings, Inc., Crown Cork & Seal Company, Inc. and Crown International
Holdings, Inc., each other Credit Party from time to time party thereto, Deutsche Bank AG New York Branch,
Deutsche Bank AG, London Branch, Deutsche Bank AG, Canada Branch, and various Lenders referred to therein
(incorporated by reference to Exhibit 4 of the Registrant's Annual Report on Form 10-K for the year ended December
31, 2017 (File No. 000-50189)).
Incremental Amendment No. 1, dated as of January 29, 2018, among Crown Americas LLC, Crown European
Holdings S.A., Crown Metal Packaging Canada LP, each of the Subsidiary Borrowers party thereto, Crown
Holdings, Inc., Crown Cork & Seal Company, Inc. and Crown International Holdings, Inc., each other Credit
Party from time to time party thereto, Deutsche Bank AG New York Branch, Deutsche Bank AG, London
Branch, Deutsche Bank AG, Canada Branch, and various Lenders referred to therein (incorporated by reference
to Exhibit 4.1 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 2017).
Indenture, dated as of January 26, 2018, by and among Crown European Holdings S.A., as Issuer, the Guarantors
named therein, U.S. Bank National Association, as Trustee, and the other parties thereto, relating to the €335 million
2.250% Senior Notes due 2023 and the €500 million 2.875% Senior Notes due 2026 (incorporated by reference
to Exhibit 4.1 of the Registrant's Current Report on Form 8-K dated February 1, 2018 (File No. 000-50189)).
4.aa
Indenture, dated as of January 26, 2018, by and among Crown Americas LLC and Crown Americas Capital Corp.
VI, as Issuers, the Guarantors named therein and U.S. Bank National Association, as Trustee, relating to the
$875 million 4.750% Senior Notes due 2026 (incorporated by reference to Exhibit 4.2 of the Registrant's
Current Report on Form 8-K dated February 1, 2018 (File No. 000-50189)).
4.bb Registration Rights Agreement, dated as of January 26, 2018, by and among Crown Holdings, Inc., Crown Americas
LLC and Crown Americas Capital Corp. VI, Citigroup Global Markets Inc., as representative of the initial
110
Crown Holdings, Inc.
4.cc
4.dd
purchasers, and the Guarantors (as defined therein), relating to the $875 million 4.750% Senior Notes due 2026
(incorporated by reference to Exhibit 4.3 of the Registrant's Current Report on Form 8-K dated February 1,
2018 (File No. 000-50189)).
Second Amendment to Amended and Restated Credit Agreement, First Amendment to the U.S. Guarantee
Agreement and First Amendment to U.S. Indemnity, Subrogation and Contribution Agreement, dated as of
March 23, 2018, among Crown Americas LLC, Crown European Holdings S.A., Crown Metal Packaging
Canada LP, each of the Subsidiary Borrowers from time to time party thereto, Crown Holdings, Inc., Crown
Cork & Seal Company, Inc. and Crown International Holdings, Inc., each other Credit Party from time to time
party thereto, Deutsche Bank AG New York Branch, Deutsche Bank AG, London Branch, Deutsche Bank AG,
Canada Branch, and various Lenders referred to therein (incorporated by reference to Exhibit 4.cc of the
Registrant's Annual Report on Form 10-K for the year ended December 31, 2018).
Incremental Amendment No. 2 and Third Amendment to Amended and Restated Credit Agreement, dated as of
December 13, 2019, among Crown Americas LLC, Crown European Holdings S.A., Crown Metal Packaging
Canada LP, each of the Subsidiary Borrowers from time to time party thereto, Crown Holdings, Inc., Crown
Cork & Seal Company, Inc., and Crown International Holdings, Inc., each other Credit Party from time to time
party thereto, Deutsche Bank AG New York Branch, Deutsche Bank AG London Branch, Deutsche Bank AG,
Canada Branch, and the various Lenders referred to therein (incorporated by reference to Exhibit 4.1 of the
Registrant's Current Report on Form 8-K/A dated February 28, 2020 (File No. 000-50189)).
4.ee
Indenture, dated as of October 31, 2019, by and among Crown European Holdings S.A., as Issuer, the Guarantors
named therein, U.S. Bank National Association, as Trustee, and the other parties thereto, relating to the €550
million 0.750% Senior Notes due 2023 (incorporated by reference to Exhibit 4.1 of the Registrant's Current
Report on Form 8-K dated November 4, 2019 (File No. 000-50189)).
4.ff
Description of the Registrant's Securities.
4.gg Other long-term agreements of the Registrant are not filed pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K,
and the Registrant agrees to furnish copies of such agreements to the Securities and Exchange Commission upon
its requests.
10.a
Employment Contracts:
(1)
(2)
(3)
(4)
(5)
(6)
Employment Agreement, dated December 30, 2015, between Crown Holdings, Inc. and Timothy J. Donahue
(incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K dated January
5, 2016 (File No. 000-50189)).
First amendment to the employment contract, effective June 1, 2012, between Crown Holdings, Inc. and
Gerard Gifford, dated as of July 24, 2013 (incorporated by reference to Exhibit 10.3 of the Registrant's
Quarterly Report on Form 10-Q for the quarter ended June 30, 2013 (File No 000-50189)).
Executive Employment Agreement, effective June 1, 2012, between Crown Holdings, Inc. and Gerard
Gifford (incorporated by reference to Exhibit 10.1 of the Registrant's Quarterly Report on Form 10-Q for
the quarter ended June 30, 2012 (File No 000-50189)).
Employment contract between Crown Holdings, Inc. and Thomas A. Kelly, dated July 24, 2013 (incorporated
by reference to Exhibit 10 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June
30, 2013 (File No. 000-50189)).
Employment contract between Crown Holdings, Inc. and Djalma Novaes Jr., dated February 26, 2015
(incorporated by reference to Exhibit 10.c(11) of the Registrant’s Annual Report on Form 10-K for the year
ended December 31, 2014 (File No. 000-50189)).
Executive Employment Agreement, effective May 1, 2016, between Crown Holdings, Inc. and Robert
Bourque, Jr. (incorporated by reference to Exhibit 10.2 of the Registrant’s Quarterly Report on Form 10-Q
for the quarter ended March 31, 2016 (File No. 000-50189)).
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Crown Holdings, Inc.
(7)
Employment contract between Crown Holdings, Inc. and Didier Sourisseau, effective April 1, 2017
(incorporated by reference to Exhibit 10.a of the Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2017) (File No. 000-50189)).31, 2008 (File No. 000-50189)).
10.b Crown Holdings, Inc. Economic Profit Incentive Plan, effective as of January 1, 2018 (incorporated by reference
to Exhibit 10.b of the Registrant's Annual Report on Form 10-K for the year ended December 31, 2018 (File No.
000-50189).
10.c Crown Holdings, Inc. Senior Executive Retirement Plan, as amended and restated as of January 1, 2008
(incorporated by reference to Exhibit 10.l of the Registrant’s Annual Report on Form 10-K for the year
ended December 31, 2007 (File No. 000-50189)).
10.d
Senior Executive Retirement Agreements:
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
Senior Executive Retirement Agreement between Crown Holdings, Inc. and Timothy J. Donahue, dated
May 3, 2007 (incorporated by reference to Exhibit 10.4(e) of the Registrant’s Quarterly Report on Form
10-Q for the quarter ended March 31, 2007 (File No. 000-50189)).
Senior Executive Retirement Agreement, effective June 1, 2012, between Crown Holdings, Inc. and Gerard
Gifford (incorporated by reference to Exhibit 10.2 of the Registrant's Quarterly Report on Form 10-Q for
the quarter ended June 30, 2012 (File No 000-50189)).
Amendment No. 1 to the Senior Executive Retirement Agreement, effective June 1, 2012, between Crown
Holdings, Inc. and Gerard Gifford dated December 28, 2012 (incorporated by reference to Exhibit 10.m(7)
of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012 (File No.
1-50189)).
Senior Executive Retirement Agreement, effective July 24, 2013, between Crown Holdings, Inc. and Thomas
A. Kelly (incorporated by reference to Exhibit 10.2 of the Registrant's Quarterly Report on Form 10-Q for
the quarter ended June 30, 2013 (File No 000-50189)).
Senior Executive Retirement Agreement between Crown Holdings, Inc. and Djalma Novaes Jr., dated
February 26, 2015 (incorporated by reference to Exhibit 10.f(9) of the Registrant’s Annual Report on Form
10-K for the year ended December 31, 2014 (File No. 000-50189)).
Senior Executive Retirement Agreement, effective May 1, 2016, between Crown Holdings, Inc. and Robert
Bourque, Jr. (incorporated by reference to Exhibit 10.3 of the Registrant’s Quarterly Report on Form 10-Q
for the quarter ended March 31, 2016 (File No. 000-50189)).
Amendment No. 2 to the Senior Executive Retirement Agreement, effective as of May 17, 2016, between
Crown Holdings, Inc. and Gerard Gifford (incorporated by reference to Exhibit 10.1 of the Registrant’s
Current Report on Form 8-K dated May 18, 2016 (File No. 000-50189)).
Senior Executive Retirement Agreement between Crown Holdings, Inc. and Didier Sourisseau, effective
April 1, 2017 (incorporated by reference to Exhibit 10.b of the Registrant's Quarterly Report on Form 10-
Q for the quarter ended March 31, 2017) (File No. 000-50189)).
Amended and Restated Senior Executive Retirement Agreement, effective as of June 1, 2017, between
Crown Holdings, Inc. and Gerard Gifford (incorporated by reference to Exhibit 10.c of the Registrant's
Quarterly Report on Form 10-Q for the quarter ended March 31, 2017) (File No. 000-50189)).
10.e
Form of Agreement for Restricted Stock Awards under Crown Holdings, Inc. 2006 Stock-Based Incentive
Compensation Plan (incorporated by reference to Exhibit 10.dd of the Registrant’s Annual Report on Form 10-
K for the year ended December 31, 2006 (File No. 000-50189)).
10.f Crown Holdings, Inc. 2004 Stock-Based Incentive Compensation Plan, dated as of April 22, 2004 (incorporated
by reference to the Registrant’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and
Exchange Commission on March 19, 2004 (File No. 000-50189)).
112
Crown Holdings, Inc.
10.g Amendment No. 1, effective December 14, 2006, to the Crown Holdings, Inc. 2004 Stock-Based Incentive
Compensation Plan (incorporated by reference to Exhibit 10.ff of the Registrant’s Annual Report on Form 10-
K for the year ended December 31, 2006 (File No. 000-50189)).
10.h
Form of Agreement for Non-Qualified Stock Option Awards under Crown Holdings, Inc. 2004 Stock-Based
Incentive Compensation Plan (incorporated by reference to Exhibit 10.6 of the Registrant’s Quarterly Report
on Form 10-Q for the quarter ended September 30, 2004 (File No. 000-51089)).
10.i
10.j
Crown Holdings, Inc. Deferred Compensation Plan for Directors, as Amended and Restated, effective January 1,
2008 (incorporated by reference to Exhibit 10.w of the Registrant’s Annual Report on Form 10-K for the
year ended December 31, 2008 (File No. 000-50189)).
Crown Holdings, Inc. Stock Compensation Plan for Non-Employee Directors, dated as of April 22, 2004
(incorporated by reference to the Registrant’s Definitive Proxy Statement on Schedule 14A, filed with the
Securities and Exchange Commission on March 19, 2004 (File No. 000-50189)).
10.k Amendment No. 1, effective April 1, 2005, to the Crown Holdings, Inc. Stock Compensation Plan for Non-
Employee Directors, dated as of April 22, 2004 (incorporated by reference to Exhibit 10 to the Registrant’s
Quarterly Report on Form 10-Q for the quarter ended March 31, 2005 (File No. 000-50189)).
10.l
Crown Holdings, Inc. 2006 Stock-Based Incentive Compensation Plan (incorporated by reference to the
Registrant’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission
on March 24, 2006 (File No. 000-50189)).
10.m Amendment No. 1, effective December 14, 2006, to the Crown Holdings, Inc. 2006 Stock-Based Incentive
Compensation Plan (incorporated by reference to Exhibit 10.pp of the Registrant’s Annual Report on Form 10-
K for the year ended December 31, 2006 (File No. 000-50189)).
10.n Amendment No. 2, effective July 28, 2010, to the Crown Holdings, Inc. 2006 Stock-Based Incentive Compensation
Plan (incorporated by reference to Exhibit 10.1 of the Registrant’s Quarterly Report on Form 10-Q for the
quarter ended June 30, 2010 (File No. 000-50189)).
10.o
Form of Agreement for Non-Qualified Stock Option Awards under Crown Holdings, Inc. 2006 Stock-Based
Incentive Compensation Plan (incorporated by reference to Exhibit 10.2 of the Registrant’s Quarterly Report
on Form 10-Q for the quarter ended March 31, 2007 (File No. 000-50189)).
10.p Crown Holdings, Inc. 2013 Stock-Based Incentive Compensation Plan (incorporated by reference to the Registrant's
Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on March 18,
2013 (File No. 000-50189)).
10.q
10.r
Form of Agreement for Restricted Stock Awards under Crown Holdings, Inc. 2013 Stock-Based Incentive
Compensation Plan (incorporated by reference to Exhibit 10.1 of the Registrant’s Quarterly Report on Form
10-Q for the quarter ended September 30, 2013 (File No. 000-50189)).
Form of Agreement for Deferred Stock Awards under Crown Holdings, Inc. 2013 Stock-Based Incentive
Compensation Plan (incorporated by reference to Exhibit 10.2 of the Registrant’s Quarterly Report on Form
10-Q for the quarter ended September 30, 2013 (File No. 000-50189)).
10.s Crown Cork & Seal Company, Inc. Restoration Plan, dated July 28, 2010 (incorporated by reference to Exhibit
10.3 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2012 (File No. 000-50189)).
10.t Amendment No. 1, effective July 1, 2011, to the Crown Cork & Seal Company, Inc. Restoration Plan (incorporated
by reference to Exhibit 10.4 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2012
(File No. 000-50189)).
Exhibits 10.c through 10.t are management contracts or compensatory plans or arrangements required to be filed as exhibits
pursuant to Item 14(c) of this Report.
21
Subsidiaries of Registrant.
113
Crown Holdings, Inc.
23
Consent of Independent Registered Public Accounting Firm.
31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities and
Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities and
Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32
101
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002, executed by Timothy J. Donahue, President and Chief Executive Officer of Crown Holdings, Inc. and
Thomas A. Kelly, Senior Vice President and Chief Financial Officer of Crown Holdings, Inc.
The following financial information from the Registrant’s Annual Report on Form 10-K for the year ended
December 31, 2018 formatted in Inline XBRL (eXtensible Business Reporting Language): (i) Consolidated
Statements of Operations for the twelve months ended December 31, 2018, 2017 and 2016, (ii) Consolidated
Statements of Comprehensive Income for the twelve months ended December 31, 2018, 2017 and 2016; (iii)
Consolidated Balance Sheets as of December 31, 2018 and December 31, 2017, (iv) Consolidated Statements of
Cash Flows for the twelve months ended December 31, 2018, 2017 and 2016, (v) Consolidated Statements of
Changes in Shareholders' Equity for the twelve months ended December 31, 2018, 2017 and 2016 and (vi) Notes
to Consolidated Financial Statements.
104
Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File
because its XBRL tags are embedded with the XBRL document.
ITEM 16.
FORM 10-K SUMMARY
None.
114
Crown Holdings, Inc.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.
Crown Holdings, Inc.
Registrant
By:
/s/ David A. Beaver
David A. Beaver
Vice President and Corporate Controller
Date: February 28, 2020
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Timothy J. Donahue, Thomas A.
Kelly and William T. Gallagher, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for
him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments to the Annual Report on Form 10-K for the Company’s
2019 fiscal year, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary
to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents
or any of them, or their respective substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and
in the capacities and on the date indicated above.
SIGNATURE
TITLE
/s/ Timothy J. Donahue
Timothy J. Donahue
/s/ Thomas A. Kelly
Thomas A. Kelly
/s/ David A. Beaver
David A. Beaver
/s/ John W. Conway
John W. Conway, Chairman of the Board
/s/ Richard H. Fearon
Richard H. Fearon
/s/ Andrea J. Funk
Andrea J. Funk
/s/ Stephen J. Hagge
Stephen J. Hagge
/s/ Rose Lee
Rose Lee
William G. Little
/s/ Hans J. Löliger
Hans J. Löliger
Director, President and Chief Executive Officer
Senior Vice President and Chief Financial Officer
Vice President and Corporate Controller
DIRECTORS
/s/ James H. Miller
James H. Miller
/s/ Josef M. Müller
Josef M. Müller
/s/ B. Craig Owens
B. Craig Owens
/s/ Caesar F. Sweitzer
Caesar F. Sweitzer
/s/ Jim L. Turner
Jim L. Turner
/s/ William S. Urkiel
William S. Urkiel
115
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Please visit our website www.crowncork.com
to read more of our story and obtain additional information.
CORPORATE/AMERICAS DIVISION HEADQUARTERS
Crown Holdings, Inc.
Crown Americas LLC
770 Township Line Road
Yardley, PA 19067 USA
Main Tel: +1 (215) 698-5100
EUROPEAN DIVISION HEADQUARTERS
Crown Packaging Europe Division GmbH
Baarermatte
CH-6340 Baar
Switzerland
Main Tel: +41 41 759 10 00
ASIA PACIFIC DIVISION HEADQUARTERS
Crown Asia Pacific Holdings Pte. Ltd.
10 Hoe Chiang Road #19-01
Keppel Towers
Singapore 089315
Main Tel: +65 6423 9798
TRANSIT PACKAGING DIVISION HEADQUARTERS
3650 West Lake Avenue
Glenview, IL 60026 USA
Main Tel: +1 (847) 724-6100
This report is printed on recycled paper using soy-based inks.