F O C U S E D
A N N U A L R E P O R T 2 0 2 3
A N N U A L M E E T I N G
We cordially invite you to attend the Annual Meeting of Shareholders to be held at
9:30 a.m. Eastern time on Thursday, May 2, 2024, at The Westin Tampa Waterside,
725 South Harbour Island Boulevard, Tampa, FL 33602. 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 March 12, 2024, 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.
Please go to www.crowncork.com/investors/governance/proxy-online
for details on any health and safety rules for the Annual Meeting.
Financial Highlights
In millions, except share price and employee data
2 0 2 3
2 0 2 2
2 0 2 1
Net Sales
Income Operations
Net Income/(Loss) Income Attributable to Crown
$12,010
1,269
450
$12,943
1,336
727
Per Average Common Share:
Earnings (Loss) Attributable to Crown Holdings—Diluted
Market Price (Closing)*
$3.76
92.09
$5.99
82.21
$11,394
1,363
(560)
($4.30)
110.62
Number of Employees
Shares Outstanding at December 31
Average Shares Oustanding—Diluted
25,000
120,644,313
119,666,669
26,000
119,945,302
121,376,604
26,109
126,131,799
131,348,050
*Source: New York Stock Exchange—Composite Transactions
Net Sales
43%
44%
16%
19%
11%
11%
23%
19%
14%
67%
19%
10%
4%
B Y S E G M E N T
B Y G E O G R A P H I C A R E A
B Y P R O D U C T
Americas Beverage
European Beverage
Asia Pacific
Transit
Other
United States & Canada
Beverage Cans
Europe, Middle East & North Africa
Food Cans & Closures
Asia Pacific
Transit Packaging
Central & South America
Other
Preface | 1
Crown Annual Report 2023
A Letter to Shareholders
In adopting the theme for this year’s report, the Company believes that
“focused” best describes our pursuit toward long-term success and the
concomitant creation of shareholder value.
To us, focused means seeing the world as it really is, paying
close attention to details and creatively taking steps every
day to differentiate our businesses and make them better.
It means listening to our customers and responding to their
needs quickly and effectively. It means operating our facilities
efficiently with a mindset toward continuous improvement.
And it means strategically managing our business portfolio
and capital structure with a goal of maximizing long-term
shareholder value. As you read this report, you will see many
examples of Crown embodying our focused approach.
The Company performed well in 2023 despite macro-
economic challenges facing certain markets and achieved
its best-ever EBITDA, an 8% advance over the prior year.
Segment income grew 7% compared to 2022, with the
Company’s three largest businesses—Americas Beverage,
Transit Packaging and European Beverage—gaining 18%,
18% and 62%, respectively, more than offsetting declines in
Asia Pacific and the North American Tinplate business.
Notwithstanding a relatively elevated level of capital spending
in 2023, the Company generated $661 million in adjusted
free cash flow, notably above prior expectations. We utilized
the cash to return to shareholders in the form of quarterly
dividends, fund a beverage can acquisition in Germany
(Helvetia Packaging) and reduce the Company’s net leverage
ratio from 3.7-3.3x EBITDA (a non-GAAP measure).
The Americas Beverage segment had an outstanding
performance in 2023, driven in large part by North America,
defined as including the United States and Canada. With
6% volume growth in an overall flat beverage can market,
the North American business benefited from increased
strategic alliances with certain major and emerging
customers. To support the expanded requirements, we
successfully commenced operations at two new facilities
in Martinsville, Virginia, and Mesquite, Nevada. Despite
sluggish volumes stemming from inflationary pressures
that adversely impacted consumer purchasing behavior,
the European Beverage segment notably improved income
performance, primarily through more-appropriate terms and
conditions within contracts. The Transit Packaging business
implemented a significant overhead cost-reduction program
in 2022 that yielded benefits throughout 2023 and resulted
in record-level segment income.
The Company performed well
in 2023 despite macroeconomic
challenges facing certain markets
and achieved its best-ever EBITDA,
an 8% advance over the prior year.
Macroeconomic challenges, primarily stemming from
decades-high levels of inflation and the substantial
interest rate hikes that followed, plagued the Company’s
Asia Pacific and aerosol can businesses during the year,
resulting in considerable volume declines and lower
income in both segments. In addition, during 2022 the
North American Tinplate business (aerosol and food cans
and closures) benefited from a sizable steel inventory gain
that did not repeat in 2023, which negatively impacted
comparable segment income for the year.
We expect challenges to remain in Asia Pacific and the aerosol
can business during 2024 and, therefore, have taken actions
to restructure the businesses. While Crown certainly remains
confident in the longer-term expansion of the Southeast Asian
market, we have initiated the closure of manufacturing facilities
in Singapore and in Ho Chi Minh City, Vietnam. Moving
forward, the Company expects to have the ability to meet
demand growth expectations with its network of 27 beverage
can and end plants in the region. The Company has also
closed its Decatur, Illinois, aerosol can plant due to expected
continued soft demand and its Batesville, Mississippi,
beverage can and end plant due to efficiency gains at other
facilities in the North American network.
Preface | 3
The Company’s global beverage
can businesses comprised
67%
of revenue in 2023 and continue
to be a major strategic focus.
Since 2019, the Company has embarked on a robust
multi-year global beverage can capacity expansion
program to profitably meet growing customer requirements
in both the alcoholic and non-alcoholic drinks segments.
Beverage cans are infinitely recyclable and the most
sustainable and responsible beverage packaging option.
We have now essentially completed that program and
have established a manufacturing platform that will allow
us to provide existing and expected additional demand
with significantly reduced levels of capital investment.
Therefore, the Company expects capital expenditures to
be no more than approximately $500 million in both 2024
and 2025, following $839 million and $793 million in 2022
and 2023, respectively. Looking forward, with the resulting
increased free cash flow, in addition to paying its quarterly
dividend, Crown expects to further reduce its net leverage
ratio to the lower end of the target 3.0-3.5x EBITDA
range. From a manufacturing standpoint, we will focus
on operational excellence and continuous improvement
to achieve customer satisfaction. As it has consistently in
the past, we expect that this formula will result in industry-
leading margins.
The Company’s global beverage can businesses comprised
67% of revenue in 2023 and continue to be a major
strategic focus. Cans are increasingly being viewed by both
brand owners and consumers as the most sustainable and
responsible beverage packaging option. Given its infinite
recyclability, the can is truly a circular option, boasting a 60-
day turnaround from the point of consumption to the point
at which it appears back on the shelf. The same beverage
can will essentially be used six times a year, which helps
to explain why 80% of the aluminum ever produced is still
in use today. Cans are the ideal package for a catalog
of successful brands, including sparkling waters, energy
drinks, carbonated soft drinks, teas, coffees, nutritional
and probiotic beverages, cocktails, wines, beer and hybrid
alcoholic/non-alcoholic drinks, among others.
Following a five-year period where Crown’s global beverage
can shipments rose at a compound annual rate of 4.5% and
outpaced overall industry expansion, softness, particularly
in Southeast Asia and also in Europe, resulted in a 4%
global volume decline in 2023. Macroeconomic factors that
resulted in inflationary pressures and substantially higher
pricing led to the drop in consumer demand in both regions.
Brazil, the Middle East and North America all grew volumes
in 2023, which in total advanced 5%.
In North America, our largest market, Crown holds a
leading position, which has been enhanced over the past
several years. Since the end of 2018, the Company has
boosted North American beverage can shipments by 33%,
outpacing the industry’s estimated growth of 25%, and has
strengthened margins along the way. This volume advance
results in a compound annual growth rate of 6%, which
was also the rate of expansion in 2023. The Company has
a well-diversified business portfolio, including alignment
with leading brand owners in several fast-growing and
emerging categories. Cans continue to disproportionately
be the package of choice for new beverage products due
to their many attributes—infinitely recyclable, economical,
quick-chilling, efficient in manufacturing and distribution
Crown Annual Report 2023
Cans are the ideal package for
a catalog of successful brands,
including sparkling waters, energy
drinks, carbonated soft drinks, teas,
coffees, nutritional and probiotic
beverages, cocktails, wines, beer
and hybrid alcoholic/non-alcoholic
drinks, among others.
systems, portable and capable of excellent graphics
displays, among other qualities. To meet these additional
requirements, the Company commenced operations at two
new production facilities, one in Martinsville, Virginia, and
the other in Mesquite, Nevada, during 2023. The Mesquite
plant provides a platform to economically supply the
Southwestern United States. During 2024, Crown expects
to continue to outpace overall industry volume growth due
to our customer portfolio.
The softer shipment levels in 2023 notwithstanding,
beverage can demand growth in Europe has historically
been strong, largely due to sustainability and circularity
advantages and the attributes mentioned above. Other
drivers of market expansion include a package mix shift
in the beer segment from glass to cans and the trend—as
in North America—of favoring the can for new product
launches as opposed to other formats. During 2023,
the Company started up new production lines in Parma,
Italy, and Agoncillo, Spain (to replace the Company’s last
remaining global steel beverage can line), and commenced
operations at a new two-line plant in Peterborough, United
Kingdom, which is in large part a replacement for a facility
in Braunstone, United Kingdom, that was part of the sale
of the European Tinplate business to KPS in 2021. We are
excited to have closed the acquisition of Helvetia Packaging
in November 2023. Helvetia comprises a one-line beverage
can and end manufacturing facility, allowing us to serve
the sizable German market. Our European manufacturing
network will provide a modern and efficient platform to
profitably meet customer demand in the coming years.
With just under half of the Company’s beverage can
revenue generated from the historically faster-growing
developing markets and with leadership positions in a
number of those key regions, Crown has established an
excellent and differentiated platform for expansion in the
future. In Southeast Asia, despite the volume softness
experienced during 2023, we expect that rising per-capita
GDP, relatively young and expanding populations and
substantial investments by our customers will continue
to result in long-term market growth in this region of
approximately 700 million people. In Brazil, where cans
have captured a sizable portion of the package mix from
glass bottles, Crown benefited in 2023 from a rise in
shipments that outpaced the overall market, in large part
due to our customer alignment. The Company also holds
leading positions in Mexico and the Middle East.
Preface | 5
In the face of an industrial
slowdown in 2023, Transit
Packaging achieved a record level
of segment income through the
successful implementation of a
major cost-reduction initiative that
yielded in excess of $50 million in
benefits during the year.
Crown’s Transit Packaging segment, which represented
19% of the Company’s revenue, provides critical in-transit
protection of high-value, high-volume goods across a
number of end markets, including food and beverage,
metals, corrugated, construction and agriculture, among
others. It holds leading positions in many of its markets.
Between its highly engineered equipment and service
business, the Transit Packaging segment is a strategic and
integral part of the Company’s portfolio of businesses, as
it broadens and diversifies Crown’s customer base and
significantly increases its free cash flow. In the face of an
industrial slowdown in 2023, Transit Packaging achieved
a record level of segment income through the successful
implementation of a major cost-reduction initiative that
yielded in excess of $50 million in benefits during the year.
The North American Tinplate businesses (food and aerosol
cans and food closures) and the can manufacturing
equipment operations comprise the remaining 14% of
Company revenue. While the segment faced a challenging
year in 2023 versus 2022 due to the unfavorable inventory
carryover comparison and lackluster aerosol can demand
mentioned earlier, the Company continued to benefit from
the additional production of self-made two-piece food
cans as a result of new capacity installed in plants in Iowa,
Minnesota and Pennsylvania since 2021.
Sustainability remains a core value at Crown, and our
accomplishments during the year demonstrate how we
integrate sustainability into all aspects of the organization.
In December 2023, the Company finalized an agreement
to provide renewable electricity throughout our European
operations beginning in 2025. During March 2023, we
convened a companywide water summit to identify and
propagate best practices for water management, as the
Company’s target is to reduce overall water usage by
20% by the end of 2025. The Company is working toward
meeting that and its other goals included in Twentyby30™,
an ambitious and comprehensive program introduced in
2020 to achieve 20 measurable goals by 2030 in the areas
of climate action, resource efficiency, recycling, safety and
governance. Further details are forthcoming in our 2023
Sustainability Report to be published during the second
quarter of 2024.
Crown Annual Report 2023
#1
packaging company on “Most
Trustworthy Companies in America”
by Newsweek and Statista
#77
of 400 “Top Companies
for Women” by Forbes
#1
publicly traded spot in packaging
industry by Sustainalytics
We were pleased to have been named to the “Most
Trustworthy Companies in America” by Newsweek and
Statista and ranked as the top packaging company within
the Transport, Logistics and Packaging category. Crown
was also among “America’s Climate Leaders,” according
to USA Today and Statista, for our achievements regarding
emissions reduction, and we were named as a “Top
Company for Women” by Forbes, placing at #77 of the 400
companies listed. In addition, for the fourth consecutive
year, Crown was again awarded the top publicly traded
spot in the packaging industry by Sustainalytics and in the
top 3% of the nearly 16,000 companies evaluated.
We are excited about the Company’s opportunities in 2024
and the years beyond. Our global beverage can, Transit
Packaging and North American Tinplate businesses are
strong, holding leading market positions and generating
significant and stable cash flows. We have communicated
our intention to maintain a net leverage ratio toward the
lower end of the 3.0-3.5x EBITDA range and, after investing
in the profitable organic growth of our businesses, to return
remaining excess cash to shareholders through dividends.
We will also remain steadfast in our focus on customer
satisfaction and continuous operational improvement, the
combination of which results in industry-leading margins.
In November 2023, Jesse A. Lynn and Andrew J. Teno,
General Counsel of Icahn Enterprises and Portfolio
Manager of Icahn Capital, respectively, resigned from
the Company’s Board of Directors. We thank Jesse and
Andrew for their service.
In May 2024, Josef M. Müller, former Chairman and Chief
Executive Officer of Nestlé in the Greater China Region, will
retire from Crown’s Board of Directors following 13 years
of service. We sincerely appreciate the wisdom and global
insights Josef brought to the Board as he served on both
the Audit and Compensation Committees over the years.
The Company’s Board comprises ten members, nine of
whom are independent.
In closing, I would like to express my sincere appreciation
to our 25,000 associates across our operations in 39
countries. Their dedication, commitment and drive for
results are the foundation of our success.
Sincerely,
Timothy J. Donahue
Chairman, President and Chief Executive Officer
Preface | 7
1
Meticulous Planning.
Strong Positioning.
Crown Annual Report 2023
It is often stated that the only constant in life is change—and well over a
century into our own business, we can speak to the validity of that statement.
Over the decades, the consumer packaged goods market
has transformed in ways far beyond what we imagined
at our start in 1892, and our vision for the Company
has—necessarily—evolved with it. Yet, what has remained
constant is our mindset to be thoughtful across our global
businesses and to act with long-term success in mind.
Other than our employees, our strong sense of foresight is
likely our most important asset.
Thinking ahead, striving to responsibly manage risk and
operating based on observations and experience are all
practices that have helped the Company maintain stability.
This approach to decision-making has enabled us to earn
a powerful and differentiated market position and preserve
shareholder trust. Numerous factors have recently played a
role in that success, from contracted capital expenditures and
careful operations management to a dynamic international
footprint and stronger environmental stewardship.
The last few years were marked by preparation, investment
and focus. Now, we reap the rewards.
Section 1 | 9
Building on Beverage Success
S T R A T E G I C S T E P S Y I E L D I N G R E S U L T S
• Several new plant builds and line additions executed
to meet identified and growing customer demand
• Continued focus and support for emerging beverage
categories such as ready-to-drink (RTD) cocktails,
energy and performance drinks and still and
sparkling waters
• Dedication to maintaining operational excellence,
continuous improvement, best-in-class execution
and customer satisfaction
In 2023, we continued to see the power of the aluminum
beverage can and an appreciation for the sustainable,
convenient format in key markets. With the industry
experiencing renewal growth characteristics, we spent the
last few years building up our global capacity to match
demand. At a new mature capacity of around 100 billion
units, we are prepared to accommodate shifts to the format
as it becomes increasingly popular around the world.
In Europe, we continue to maintain a healthy presence in a
market experiencing a gradual, systematic shift to beverage
cans. Regulatory pressures to adopt more circular
substrates and minimize packaging waste are driving
more brands to adopt aluminum, while consumers are
turning to cans for their support for healthier performance
alternatives, portion flexibility, on-the-go convenience,
suitability for new consumption occasions and, of course,
their sustainability.
Demand also continues to drive our growth in Latin
America, where in Brazil and Mexico we have increased
our volume by mid-single digits on average over the last
several years. In Brazil, a country that shows tremendous
appreciation for the infinite recyclability of the aluminum
beverage can and has just reached an impressive 100%
national recycling rate, we have attained a large market
position. In Southeast Asia, we hold a leading position and
continue to strengthen our relationships with customers in
the region following capacity expansions finalized in the last
couple of years.
In North America (defined as the United States and
Canada), total beverage can volume grew by approximately
25% between 2018 and 2023. Consumers in the region
are increasing their club store purchases and at-home
consumption rates, contributing to beverage can demand.
They are also demonstrating brand allegiance and loyalty
to the can itself over other formats, reflecting preference
for the aluminum can’s optimal circularity while maintaining
product strength and protection against product waste.
These are just some of the factors that have influenced an
estimated 80% of new product launches now utilizing cans.
Observing this demand trajectory, we grew the Company’s
North American volume by roughly 33% over the last five
years. Throughout this expansion, we also kept a close
eye on the avenues where demand would prove strongest
and where we could continue to deliver maximum value
to stakeholders. Supporting customers in pursuit of
high-growth segments and limiting Company exposure to
N O R T H A M E R I C A
N E W
80%
of new product launches
now utilize beverage cans
33%
Company growth in
volume over last five years
Crown Annual Report 2023
Section 1 | 11
the mainstream beer segment, which endured sluggish
performance throughout 2023, were among the decisions
that enabled us to outpace market activity in key areas and
retain a balanced portfolio.
In working to preserve a diverse customer base, we invested
in capacity to service partners in core segments like energy
drinks, a category which grew in volume by 9% in 2023
and remained one of the fastest-growing segments in the
market. Similarly, we are continuing to assist customers
in the water segment, for which demand remained steady
throughout 2023. Further support for brands in the RTD
cocktail and non-alcoholic beer categories also proved
to be pragmatic, as both experienced upward movement
in consumer demand. Against a mixed-market backdrop
and increased inflation levels, all four segments performed
as standouts in the industry and enabled us to bolster the
business throughout the year.
To help brands meet consumer needs, we took strides
in 2023 in fulfilling our North American expansion
plans—all of which were initiated to address contracted
customer demand and are expected to serve as profitable
investments. Our selective locations for growth included
new plants in Martinsville, Virginia, and Mesquite,
Nevada, both of which will serve trending brands in water,
carbonated soft drinks, energy drinks and craft beer. These
facilities will all help to accommodate a significant portfolio
increase in 12-ounce CrownSleek cans—an adjustment
we are making in response to demonstrated consumer
preference for the size across beverage categories.
Additionally, we have made operational changes to bring
the Interchangeable SuperEnd® to North America.
Crown Annual Report 2023
Against a mixed-market backdrop
and increased inflation levels,
energy drinks, water, RTD cocktails
and non-alchoholic beer performed
as standouts in the industry and
enabled us to bolster the business
throughout the year.
thinking practically and mapping out potential long-term
risks, we are in a stronger position to follow through with
our commitments.
Our approach to growth also reflects a mindset of staying
“global but local.” We have created a carefully designed
footprint that offers internationally available services in
production, planning, design and technical expertise,
but we also retain convenient on-the-ground support
in strategic locations and a keen understanding of our
customers’ needs based on regional market factors.
When we make a decision to build, expand or upgrade a
plant, we do so with a tremendous amount of foresight. It is
in the best interest of our stakeholders for us to strategically
pinpoint the right facility investments and to underpin any
capacity increases with expected customer demand. By
With our newly extended network of facilities, we aim to
again be practical at every turn. A strong presence in North
America and a focused approach in other international
areas will allow us to serve existing customers as well as
seize new opportunities in hot spots around the globe.
G L O B A L C A P A C I T Y C O M P L E T I O N S I N 2 0 2 3
Agoncillo, Spain
New high-speed beverage can line
installed
Mesquite, Nevada, U.S.
First of two lines became operational
at new beverage can plant
Bowling Green, Kentucky, U.S.
Two-line beverage can plant reopened
following post-tornado repairs
Owatonna, Minnesota, U.S.
Third two-piece food can line installed
Dubuque, Iowa, U.S.
Two new food can lines added to
serve two-piece pet food market
Martinsville, Virginia, U.S.
New two-line beverage can plant
constructed
Parma, Italy
Additional high-speed beverage can
line installed
Peterborough, U.K.
New two-line beverage can plant
became fully operational
Section 1 | 13
Fine-Tuning Food Capacity
S T R A T E G I C S T E P S Y I E L D I N G R E S U L T S
• Ongoing investment to support the pet food market
as a high-demand category
• New line implementations in core locations to
improve equipment efficiency, output and customer
service as well as yield environmental benefits and
lower operating costs
Throughout 2023, we kept a careful watch on the North
American canned food market to ensure we could
continue to proactively bolster our business. The market
has generally remained stable over the last few years,
with pockets of notable growth and with some product
segments such as beans, ready-to-eat soups and pet
food converting from three-piece steel cans to two-piece
designs. Consumers today appreciate canned food
products for their notable eco-friendly and budget-friendly
benefits like long-term nutrient and flavor preservation,
recyclability, convenient portion sizes and minimized risk of
waste or spoilage. They also recognize the steel format’s
reputation as a high-quality, high-value option that meets
various lifestyle and purchasing preferences.
We have worked to optimize our operations and capacity
as well as make strategic category and facility investments
where they can create shareholder value. The new pet food
line startups at our Dubuque, Iowa, plant, for example, will
provide capacity to supply one of our major customers in
canned pet food, a category that accounts for 35% of the
total canned food market in North America.
Across all categories, we maintain strong relationships with
customers in the private-label space, which is performing
increasingly well and contributes to our ability to maintain a
leading market position. Following our expansion in Dubuque
and the new two-piece food can lines in Owatonna,
Minnesota, and Hanover, Pennsylvania, we are more
equipped than ever in North America to assist customers in
the private-label category with high-quality, reliable supply
along with our long legacy of technical support.
We are more equipped than ever in North America to assist
customers in the private-label category with high-quality, reliable
supply along with our long legacy of technical support.
>95%
of U.S. consumers
are buying private-label
products at least occasionally
46%
of U.S. consumers are
buying store brands
exclusively or more frequently
than name brands
Crown Annual Report 2023
private-label products at least occasionally, and 46% are
buying store-brand items exclusively or more frequently than
name-brand options. For certain canned food segments like
vegetables, private-label brands are already securing close
to 40% of store sales.
Regardless of category, we are focused on serving as the
strongest partner possible for all our food can customers
across the U.S. Many of the brands we serve reflect
decades-long valued relationships that have struck an
impressive balance between local touch and national reach.
By anticipating their needs, monitoring market activity and
staying in a state of preparation, we help to preserve these
healthy partnerships and business viability for years to come.
This attention is critical, given that private-label food
products have experienced a heyday recently. While the
increased popularity started in 2021 as consumers navigated
the COVID-19 pandemic, the category continued to maintain
double-digit growth in sales through the majority of 2023.
Today, over 95% of U.S. consumers are reportedly buying
Section 1 | 15
Crown Annual Report 2023
Creating Stability With Transit
S T R A T E G I C S T E P S Y I E L D I N G R E S U L T S
• Generation of significant cash flow to propel the
global business
• Restructuring of division helping to find efficiencies
and stronger revenue opportunities
• Continued representation of strong product mix,
offering resilience throughout economic cycles and
important diversification of larger Crown portfolio
Several years following the addition of Transit Packaging
to our portfolio, the division continues to serve as a
strategic lever in our organization. Represented by three
product offerings: automation and packaging technologies;
protective packaging; and strapping and film, Transit
Packaging is structured with enough product and
geographical diversity to generate notable stability and
significant cash flow in various economic conditions.
The division’s noteworthy performance showcases the
inherent value of the business, which maintains leading
positions in high-growth categories and offers enough end-
market variety to reduce reliance on single customers and
to mitigate risks during operational or supply challenges. In
fact, Transit Packaging holds the number-one position in
most markets or product categories in which it operates,
making it a formidable force in the industry.
Moving forward, Transit Packaging will continue to sharpen
our competitive edge, combining relatively small capital
investment requirements with significant profitability that
results in strong cash flow.
Transit Packaging is structured with
enough product and geographical diversity
to generate greater stability and significant
cash flow in various economic conditions.
Section 1 | 17
2
Long-standing Relationships.
Trusted Reputation.
Crown Annual Report 2023
To us, taking care of customers is not an obligation but a compulsion.
Without the brands we serve, we do not have a business. Our customers
trust us to help them protect their brands in the marketplace, and that role
is both an honor and a commitment that cannot be taken lightly.
Whether carrying a beverage, food or personal care product,
the can is the vehicle that connects consumers with essential
goods. At a minimum, our duty is to make sure that vehicle
is consistently safe, efficient and reliable—and that it looks
good throughout its journey.
As the market has evolved, we have kept accountability
and superior customer service as tenets close to our core.
We repeatedly put brands first as we operate, frequently
navigating volume changes, new offerings, design challenges
and other logistics without adjusting our standards for
comprehensive and dependable service. Additionally, we
exercise problem-solving and resourcefulness to overcome
any brand concerns or operational hurdles and ensure that,
bottom line, customers have high-quality products in hand
when and where needed.
Surpassing Expected Standards
While we are proud to make every effort to keep
customers running at top speed and with steady supply,
building and maintaining a position as the industry’s most
customer-centric partner is not possible by simply doing
the expected. In today’s market, it is critical to bring an
unparalleled value-add that fosters deeper partnerships.
That extra value can appear in multiple forms. With our
customers, we have long offered a range of services that
go the extra mile. Our extensive graphic design proficiency
and printing expertise for the beverage sector, for example,
play a tremendous role in ensuring finished products
match brand vision and exceed expectations, while our
production planning and engineering support often eases
brand transition to a metal format or the task of scaling up
to meet growing consumer demand. Increasingly invaluable
for our customers in both aluminum and steel is also
our guidance around sustainability strategies and goals.
We have become a trusted partner for brands working
toward their own environmental stewardship targets,
with our customers knowing we are well underway in our
Twentyby30™ program and equipped to help address
evolving regulatory requirements for material circularity,
emissions reductions, ethical sourcing and more.
Additionally, in our customer partnerships and across the
larger value chain, we continue to make concerted efforts to
fortify relationships across our industry. We aim to maintain
transparency and integrity as we operate with our upstream
suppliers and downstream partners, with our focus often
on shared initiatives and goals that can be of collective
benefit to our sector. Our collaboration with industry groups
such as the Can Manufacturers Institute, Consumer Brands
Association, Metal Packaging Europe and the International
Aluminium Institute reflect our willingness to help mobilize
the value chain on topics including global recycling system
infrastructure and fair market legislation.
Section 2 | 19
A Year of Powerhouse Brands
From breakout newcomers to beloved favorites, our partners and their
satisfaction remained our top priority in 2023.
The proof is in our relationships.
B E V E R A G E
Clocking Another Instant Hit
We are proud to be a premier supplier to spiked seltzer brand
High Noon®, which has grown tremendously throughout
the last year and is now one of the most buzzworthy names
currently on the market. By lending comprehensive and
consistent customer service to High Noon, we are supporting
the brand as it continues to meet soaring levels of popularity
with products that uphold high expectations from consumers.
Crown Annual Report 2023
Maintaining Demand Far and Wide
Our long-standing relationship with Polar Beverages® has helped the 142-year-
old family business remain an innovation leader through package and flavor
expansion, resulting in sustained growth for its seltzers and mixers to keep up
with market fluctuations and evolving consumer preferences in the dynamic
beverage industry. By consistently meeting high-quality standards and preserving
brand recognition, we have helped the brand continue to maintain consumer
loyalty and build additional positive reputation with widespread demographics
across the U.S.
Preventing Brand Dilution
With a slogan like “Water Down Nothing,” Waterloo® is a bold, unapologetic
water brand that has caught increased consumer attention over the last several
years. We serve as a key supplier to the trending company and, as such,
continue to support the strong identity and packaging aesthetic that has made
Waterloo a go-to for consumers. We have also helped the customer connect
with industry partners and resources.
Selecting Sustainability Once Again
After choosing Crown to support its initial foray into the water category, Brazilian
beverage company Socorro Bebidas is continuing its partnership with us to
add new flavor options to its Acquíssima mineral water brand. With the launch
of Acquíssima Sabor, we are supporting the company in its ongoing mission to
pair health-conscious products with eco-conscious packaging and to supply
to a heightened regional demand—multiplied nearly seven times between 2021
and 2022—for canned water.
Section 2 | 21
Delivering 360-Degree Support
CELSIUS® has achieved rapid growth in the energy and performance beverage
category, in part due to its sourcing of quality and more-natural ingredients. We
are proud to play a key role in the brand’s stellar performance by assisting its
massive undertaking to scale up quickly in the last year. Close and constant
support, operational flexibility and dedication to product quality allowed for
greater distribution and eye-catching additions to its flavor portfolio, including the
successful launch of innovative new flavors.
Going Gluten-Free
A Finnish craft brewery appreciated for its funky allergy-conscious options,
Fat Lizard continues to work with us to package its beers exclusively in metal
due to the substrate’s sustainable flavor-preserving attributes. The brewing
company, which is also known for its vibrant graphics, recently won a “Finland’s
Best Beer 2023” IPA category award for its Splitty Westy West Coast DIPA, a
gluten-free variety with a citrus and herbal flair.
Zeroing In on a Non-Alcoholic Niche
Building a massive following in just a few years, pioneering non-alcoholic beer
maker Athletic Brewing Company® has taken the beverage industry by storm.
Utilizing our expertise to scale up rapidly while maintaining package integrity and
strong brand identity, Athletic has grown to become the top non-alcoholic beer
brand in the American grocery channel in 2023. Additionally, Athletic’s Run Wild
IPA and Free Wave Hazy IPA were two of the top 10 best-selling IPA six packs—
traditional alcoholic beer brands included—in America in 2023, demonstrating that
niches do not dictate limits. Within our close and constant partnership, Athletic
Brewing continues to grow nationally and will now pursue expansion specifically
within the Northeast.
Crown Annual Report 2023
F O O D
Preserving Farm-Fresh Quality and Family History
Running through many of our food customers in North America is
one strong common thread: legacy. Several of our partners represent
family-built, family-focused businesses—often spanning multiple
generations—that help make up the farming fabric of America.
Our customers take immense pride in the products they
provide for consumers, and in turn, we take great care in
ensuring those products meet non-negotiable standards
for quality and safety.
Not only do these brands work hard to feed families (and
furry friends) across the U.S. with nutritious, flavorful, locally
sourced foods, but their homegrown roots are evident in
their efforts to bolster the American farming industry and
build personal connections with their customers. Throughout
the decades, these brands have relied on us to supply a
trustworthy, consistent and sustainable package that protects
the integrity of the product, makes healthy meals more
accessible to consumers and minimizes food waste.
We maintain close relationships with several cherished food
brands—including pet food producers—and are honored to
help them continue the legacies they have created.
Some of these partners include:
Lakeside Foods
Established in 1887 as Wisconsin’s first commercially
canned peas supplier, today Lakeside Foods operates
15 locations in the Midwest and provides a wide array
of canned vegetables, meats, pet food and more under
private labels at major U.S. retailers.
Morgan Foods
Originating in 1899 as a single canning plant in Indiana, the
Morgan Foods brand has created a massive footprint as a
manufacturer of private-label soups, broths, stocks, beans,
gravies and other mixed-ingredient goods.
Bush Brothers & Company
Family-owned in Tennessee since 1908 and using a “secret
family recipe” to create a household name for its Bush’s
Best beans, Bush Brothers & Company remains one of the
most recognizable and trusted bean brands on the market.
Simmons Pet Food
Maintaining roots in Arkansas since 1949, Simmons Foods
is a top supplier of poultry, pet and animal nutrition products,
with its Simmons Pet Food division serving as the leading
North American private-label and contract manufacturer of
premium and value-focused pet food solutions.
McCall Farms
Starting as a humble 2,000-acre farm in South Carolina
in 1954, McCall Farms is now one of America’s leading
producers of farm-fresh canned vegetables and fruit and
owns a plethora of national brands, including Glory Foods,
Margaret Holmes and Popeye, among others.
Section 2 | 23
3
Higher Standards.
Greater Recognition.
While we have already met
some of our own organizational
goals and continue to see
our individual plants making
meaningful changes, our most
significant task ahead is to
move the needle in terms of
industry-wide initiatives.
Crown Annual Report 2023
Our commitment to generating results not only applies to financial
performance and customers, but it also runs through our Company’s
approach to innovation and evolution. We are driven by targets,
simultaneously realistic and challenging, to better ourselves as stewards
of our products, people and the environment.
Magnifying Our Efforts on Corporate Stewardship
Institute and to align on potential levers for improving
regional beverage can collection. Around other topics
such as environmental preservation, we joined forces with
groups like The Nature Conservancy and the Global Water
Partnership to establish water replenishment projects for
strained water basins in Brazil and Greece. These are just
a few examples that reinforce our commitment not only to
setting goals but also to working with others, in compliance
with law, to realize our Twentyby30™ principles.
We work to meet any goals we set with honesty, integrity
and efficiency—and where possible, upon achievement,
we revisit benchmarks and raise the bar even higher.
With this in mind, we continue to pursue our ambitious
Twentyby30™ program with transparency and as much
tangible progress as we can. The strategy is designed
to create notable impact in initiatives such as reducing
energy, water and waste consumption levels; increasing
material-use efficiency; promoting and investing in
recycling; ensuring responsible sourcing and food safety;
and fostering safe, inclusive work environments for our
employees—all by 2030 or sooner.
While we have already met some of our own organizational
goals and continue to see our individual plants making
meaningful changes (as detailed in recent and upcoming
sustainability reports), we believe we can compound our
success through industry-wide initiatives. It was with a
great sense of accomplishment that we co-hosted the
Global Aluminium Can Sustainability Summit in 2022, for
example, and it continues to inspire us to advance industry-
wide stewardship initiatives.
Recently, we extended our participation in more high-profile
industry events, including serving as speakers and panelists
at Asia CanTech 2023 and COP28, which was the 2023
United Nations Climate Change Conference and the world’s
largest and most prominent annual meeting of the minds
on climate-related issues. At these events, our focus was
to educate our peers on a new recycling infrastructure
study co-commissioned with the International Aluminium
Section 3 | 25
Investing in Evolving Technologies
In addition to dedicating a significant spend to our
R&D department to engineer packaging innovations
and streamline our production processes, we continue
to safeguard our facilities and databases with further
investments in cybersecurity. Protecting the Company’s
proprietary information lowers potential risks for our
partners, consumers, investors and employees as we lean
into our expanded footprint.
In the last year, our global information security team has
continued to conduct comprehensive monitoring for industry
threats and deploy appropriate defense mechanisms.
The group has also increased its educational initiatives on
various security topics and is working to apply specified
best practices to different locations across our network.
In 2024, the team intends to focus on fine-tuning third-party
remote access management, deploying further operational
technology (OT) security measures and integrating a
comprehensive cyber-threat intelligence platform. All of
these efforts will help to foster a better-defended business
that offers invaluable reassurance for our stakeholders
across market areas.
Amassing Accolades
In response to elevating our accountability as a corporate
steward, a worldwide employer and partner, and a publicly
traded business, we have received notable recognition from
observers across our industry. Some of our achievements
from 2023 include:
“Most Trustworthy Companies in America”
by Newsweek and Statista
Ranked as the top packaging company within the
Transport, Logistics & Packaging category, based on
evaluations of customer, investor and employee trust
“America’s Most Responsible Companies”
by Newsweek and Statista
Featured among 500 honorees, based on evaluations
of CSR and sustainability KPIs and public perception of
Company reputation
“America’s Climate Leaders” by USA TODAY
and Statista
Ranked as one of the top-performing companies
for emissions reduction among 2,000 U.S.-based
organizations
EPA’s Top 30 Green Power Partners from the
Fortune 500 List
Featured within the top 30 companies for the third year in
a row
“Top Companies for Women” by Forbes
Awarded #4 in our industry category and #77 overall out of
400 honorees
Sustainalytics
Awarded #1 publicly traded spot again within the
Containers and Packaging industry category for 2023,
marking fourth year in a row in top 3% of category
Crown Annual Report 2023
C O N C L U S I O N
Solid Footing.
Optimistic Outlook.
Throughout 2023, our actions—from strategic customer, product
and regional investments to larger operational assessments and
improvements—were aimed at creating stability and strength to weather
unforeseen upcoming market developments.
Most importantly, they were executed with the intent
to deliver a steadfast competitive standing and notable
shareholder value, both in the short and long term.
At this point, we are well-positioned in our sector and ready
to venture further into 2024 with the same pragmatic,
powerful approach to decision-making. As we face our
next series of strategic choices and the many to follow, we
remain committed to this mindset and keep our sights on
new success.
We remain focused.
Conclusion | 27
B O A R D O F D I R E C T O R S
TIMOTHY J. DONAHUE (A)
Chairman of the Board, President and Chief Executive Officer of
the Company
RICHARD H. FEARON (B, D)
Former Vice Chairman and Chief Financial and Planning Officer
of Eaton Corporation
ANDREA J. FUNK (B, C)
Executive Vice President and Chief Financial Officer of EnerSys
STEPHEN J. HAGGE (A, C, D)
Former President and Chief Executive Officer of AptarGroup
JAMES H. MILLER (A, C, D)
Former Chairman and Chief Executive Officer of PPL Corporation
B. CRAIG OWENS (A, B)
Former Chief Financial Officer and Chief Administrative Officer of
Campbell Soup Company
ANGELA M. SNYDER (B, C)
President of Fulton Financial Corporation and Fulton Bank
CAESAR F. SWEITZER (A, B, D)
Former Senior Advisor and Managing Director of Citigroup Global
Markets
MARSHA C. WILLIAMS (C)
Former Senior Vice President and Chief Financial Officer of Orbitz
Worldwide
DWAYNE A. WILSON (B)
Former Senior Vice President of Fluor Corporation
COMMITTEES:
(A) Executive, (B) Audit, (C) Compensation,
(D) Nominating and Corporate Governance
C O R P O R A T E O F F I C E R S
TIMOTHY J. DONAHUE
Chairman of the Board, President and Chief Executive Officer of
the Company
GERARD H. GIFFORD
Executive Vice President and Chief Operating Officer
KEVIN C. CLOTHIER
Senior Vice President and Chief Financial Officer
ADAM J. DICKSTEIN
Senior Vice President, General Counsel and Corporate Secretary
SIDONIE LÉCLUSE
Senior Vice President , Chief Human Resources Officer
JOHN M. ROST
Senior Vice President—Crown Technology, Sustainability and
Regulatory Affairs
CLAUDINE SCHELP
Senior Vice President—Global Procurement
DAVID A. BEAVER
Vice President and Treasurer
CHRISTOPHER A. BLAINE
Vice President—Corporate Risk Management
THOMAS T. FISCHER
Vice President—Investor Relations and Corporate Affairs
CHRISTY L. KALAUS
Vice President and Corporate Controller
TORSTEN J. KREIDER
Vice President—Planning and Development
JOSEPH C. PEARCE
Vice President—Corporate Tax
Crown Annual Report 2023
ANTHONY VITELLO
Chief Information Security Officer
DEBORAH L. JASKEL
Assistant Corporate Controller
MICHAEL J. ROWLEY
Assistant Corporate Secretary and Assistant General Counsel
ROSEMARY HASELROTH
Assistant Corporate Secretary
D I V I S I O N O F F I C E R S
A M E R I C A S D I V I S I O N
DJALMA NOVAES, JR.
President
EDUARDO ARGUETA
President—Mexico and Caribbean
WILMAR ARINELLI
President—Beverage Packaging Brazil
GARY M. GAVIN
President—Beverage Packaging North America
THOMAS J. GORDON
President—Food Packaging North America
ISAAC MALPAGA
President—Colombia
JAMES R. YACKISH
President—Closures, Aerosol and Promotional Packaging
(CAPP) North America
ALFRED J. DERMODY
Senior Vice President—Human Resources
RONALD S. CENDERELLI
Vice President and Chief Financial Officer
MICHAEL A. ANTRY
Vice President—Environmental, Health and Safety
E U R O P E A N D I V I S I O N
MARK KETCHESON
President
SJOERD-JAAP SCHAAF
Vice President—Human Resources
JEAN-FRANCOIS LELOUCH
Chief Legal Counsel
ANDREA VAVASSORI
Vice President and Chief Financial Officer
PAUL BROWETT
Vice President and Treasurer
DANIEL MALAGRIDA
Vice President—Procurement
NÜVIT ERKU
Vice President—Commercial Europe
OZGUR ATAS
Vice President—Operations
SANDRINE DUQUERROY-DELESALLE
Director—Sustainability and External Affairs
SAMEER HASAN
Vice President—MEA
SEYMA OZTURK
General Manager—Turkey
A S I A P A C I F I C D I V I S I O N
I N V E S T O R I N F O R M A T I O N
CARLOS BAILA
President
MARTYN GOODCHILD
Senior Vice President—Manufacturing
YIN LENG CHAN
Vice President and Chief Financial Officer
CHEE MENG WAN
Vice President—Sourcing
CHUAN ENG CHU
General Manager—Human Resources
PHILIP CHOO
Area General Manager—Beverage Packaging Vietnam
WAI KITT CHIN
Area General Manager—Beverage Packaging Cambodia
POONNARAT NGAOTEPPRUTARAM
Area General Manager—Beverage Packaging Thailand
SIMON TAN
Area General Manager—Beverage Packaging Other SE-Asia
CLEMENT CHIN
Area General Manager—Beverage Packaging China and Hong Kong
SOMPONG KHEMTHONGVONGSA
Area General Manager—Food and Aerosol Thailand
DRAGON WONG
Group General Manager—Superior Multi-Packaging Limited
COMPANY PROFILE
Crown Holdings, Inc., through its subsidiaries, is a worldwide leader in
the design, manufacture and sale of packaging products for consumer
goods and industrial products. World headquarters are located in
Tampa, Florida. As of December 31, 2023, the Company operated 195
plants located in 39 countries, employing 25,000 people.
STOCK TRADING INFORMATION
Stock Symbol: CCK (Common)
Stock Exchange Listing: New York Stock Exchange
CORPORATE HEADQUARTERS
Hidden River Corporate Center Two
14025 Riveredge Drive, Suite 300
Tampa, FL 33637
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
C R O W N P A C K A G I N G T E C H N O L O G Y
GENERAL TELEPHONE NUMBER
JOHN M. ROST
President
KEVIN AMBROSE
Vice President—Development Technology
BRIAN ROGERS
Vice President—Project Management and Engineering
T R A N S I T P A C K A G I N G
MATTHEW R. MADEKSZA
President
LENNART BANGMAN
Group President—EMEA
ROBERT BARKER
Senior Vice President and Chief Information Officer
FRED LEH
Senior Vice President—Global Human Resources
RICHARD MORGAN
Senior Vice President and General Counsel
GAURAV MAHESHWARI
Group President—Asia Pacific
LUCAS SCOTT
Vice President—Global Quality
KEITH HEAVERLO
Senior Vice President and Chief Financial Officer
ERIC CHRISTENSEN
Group President—Automation & Packaging Technologies
MICHAEL K. WATTS
Senior Vice President—Strategy & Business Development
MARCOS BIANCHI
Group President—Americas
GIAN LUCA BON
Senior Vice President—Global Procurement
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., Hidden River Corporate
Center Two, 14025 Riveredge Drive, Suite 300, Tampa, FL 33637
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 2023 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.
Board of Directors | 29
4
Form 10-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K
(Mark One)
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2023
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___ to ___
COMMISSION FILE NUMBER 001-41550
CROWN HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania
(State or other jurisdiction of
incorporation or organization)
14025 Riveredge Drive, Suite 300
Tampa
FL
(Address of principal executive offices)
Registrant’s telephone number, including area code: 215-698-5100
____________________
75-3099507
(I.R.S. Employer
Identification No.)
33637-2015
(Zip Code)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Title of each class
Common Stock $5.00 Par Value
7 3/8% Debentures Due 2026
7 1/2% Debentures Due 2096
Trading Symbols
CCK
CCK26
CCK96
Name of each exchange on which registered
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE
(Title of Class)
____________________
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filings requirements for the past 90
days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§
232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s
knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☒
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth
company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange
Act
Large Accelerated Filer
Non-accelerated filer
☒
☐
Accelerated filer
Smaller reporting company
Emerging growth company
☐
☐
☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ☒ No ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the
correction of an error to previously issued financial statements. Yes ☐ No ☒
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the
registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). Yes ☐ No ☒
As of June 30, 2023 120,102,654 shares of the Registrant’s Common Stock, excluding shares held in Treasury, were issued and outstanding, and the aggregate market value
of such shares held by non-affiliates of the Registrant on such date was $10,433,317,553 based on the New York Stock Exchange closing price for such shares on that date.
As of February 26, 2024, 120,783,239 shares of the Registrant’s Common Stock were issued and outstanding.
Proxy Statement for the Annual Meeting of Shareholders to be held May 2, 2024
Part III to the extent described therein
DOCUMENTS INCORPORATED BY REFERENCE
Document
Parts Into Which Incorporated
2023 FORM 10-K ANNUAL REPORT
TABLE OF CONTENTS
PART I
Item 1
Business ...........................................................................................................................................
Item 1A
Risk Factors .....................................................................................................................................
Item 1B
Unresolved Staff Comments ............................................................................................................
Item 1C
Cybersecurity ...................................................................................................................................
Item 2
Item 3
Item 4
Item 5
Item 6
Properties .........................................................................................................................................
Legal Proceedings ............................................................................................................................
Mine Safety Disclosures ..................................................................................................................
PART II
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities ..............................................................................................................................
Reserved ...........................................................................................................................................
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
Item 9
Financial Statements and Supplementary Data ...............................................................................
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure ..........
Item 9A
Controls and Procedures ..................................................................................................................
Item 9B
Other Information ............................................................................................................................
Item 9C
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections .............................................
PART III
Item 10
Directors, Executive Officers and Corporate Governance ..............................................................
Item 11
Executive Compensation .................................................................................................................
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
22
24
24
24
24
26
42
43
89
89
90
90
90
90
91
91
91
92
98
99
ITEM 1.
BUSINESS
Crown Holdings, Inc.
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 was founded in 1892 and is a leading global diversified packaging business that manufactures metal cans and
ends (aluminum and steel) for the beverage, food and aerosol industries and a wide range of transit packaging products and
solutions from multiple substrates including steel, paper, and plastic. The Company's transit packaging products include
automation and equipment technologies, protective packaging solutions and steel and plastic consumables which are sold into
the metals, food and beverage, construction, agricultural, corrugated, and general industries.
At December 31, 2023, the Company operated 195 plants along with sales and service facilities throughout 39 countries and
had approximately 25,000 employees. In 2023, consolidated net sales for the Company were $12 billion with 63% derived
from operations outside the United States ("U.S.")
Approximately 63% of the Company's consolidated net sales were derived from the Company's global beverage can business.
Over the last several years, the Company has deployed capital to expand production capacity in its global beverage can
operations to support growing customer demand in both the alcoholic and non-alcoholic drink categories serving local, regional
and global customers. The beverage can is the world's most sustainable and recycled beverage package and continues to
disproportionately be the package of choice for new beverage product introductions. The Company continues to drive
innovation by increasing its ability to offer multiple specialty can sizes, including slim and sleek cans, to help customers
differentiate their products. It also continues to deliver new printing and decorating capabilities, as well as services that aid
customers throughout the entire production cycle, from consultation and development to line implementation and quality
assurance.
The Company is guided by commitments to its stakeholders and its own goals to foster a resilient business with longevity,
which requires an emphasis on financial performance and sustainability. The Company’s Twentyby30TM program, which is a
comprehensive sustainability strategy that outlines twenty measurable goals to be achieved by 2030, has accelerated critical
initiatives and progress around carbon footprint management and efficient use of resources, among other issues.
The Company continues to leverage the inherent eco-friendly benefits of its primary product, metal packaging, to advance
toward its targets. Aluminum cans, which are infinitely recyclable and remain the world’s most recycled beverage packaging,
exemplify sustainability and are a strong contributor to the circular economy. The Company is working in conjunction with
industry partners to drive higher recycling rates and increase recycled content to ensure infinitely recycled aluminum cans are
available for generations of future use.
REPORTABLE SEGMENTS
The Company's business is generally organized by product line and geography. The reportable segments are: Americas
Beverage, European Beverage, Asia Pacific and Transit Packaging. Operations are managed regionally to best serve our
customers.
AMERICAS BEVERAGE
The Americas Beverage segment manufactures infinitely recyclable 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 2023 of $5.1 billion and segment income (as defined under Note Y to the consolidated financial
statements) of $876 million.
EUROPEAN BEVERAGE
The European Beverage segment manufactures infinitely recyclable aluminum beverage cans and ends in Europe, the Middle
East and North Africa. European Beverage had net sales in 2023 of $1.9 billion and segment income (as defined under Note Y
to the consolidated financial statements) of $199 million.
ASIA PACIFIC
The Asia Pacific segment primarily consists of beverage can operations in Cambodia, China, Indonesia, Malaysia, Myanmar,
Thailand and Vietnam and also includes non-beverage can operations, primarily food cans and specialty packaging.
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Crown Holdings, Inc.
The Asia Pacific segment had net sales in 2023 of $1.3 billion and segment income (as defined under Note Y to the
consolidated financial statements) of $154 million.
TRANSIT PACKAGING
The Company's Transit Packaging segment includes the Company’s worldwide automation and equipment technologies,
protective packaging solutions and steel and plastic consumables. Automation and equipment technologies include manual,
semi-automatic and automatic equipment and tools, which are primarily used in end-of-line operations to apply and remove
consumables such as strap and film. Protective solutions include standard and purpose designed products, such as airbags, edge
protectors, and honeycomb products, among others that help prevent movement of, and/or damage to, a wide range of industrial
and consumer goods during transport. Steel and plastic consumables include steel strap, plastic strap, industrial film and other
related products that are used across a wide range of industries. The automation and equipment business along with our product
offering allow the Company to offer a comprehensive solution to pack, wrap, strap, secure and store products all over the world.
The Transit Packaging segment had net sales in 2023 of $2.3 billion and segment income (as defined under Note Y to the
consolidated financial statements) of $331 million.
OTHER
The Company's other segments ("Other") include the Company's food can, aerosol can and closures businesses in North
America, and beverage tooling and equipment operations in the U.S. and the United Kingdom ("U.K."). The Company
manufactures a variety of food and aerosol cans and ends and closures in assorted shapes and sizes. The Company’s customers
include manufacturers of food, including pet food, personal care, household and industrial products.
Additional financial information concerning the Company’s reportable 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.
SALES AND DISTRIBUTION
Global marketers qualify suppliers on the basis of their ability to provide service, innovation 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 staff. 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
the use of working capital. The Company schedules its production to meet customer requirements. Because the production time
for the Company’s rigid packaging products is short, any backlog of customer orders in relation to overall sales is not
significant. The standard backlog in Transit Packaging’s automation, equipment and tools business is typically not significant,
however, supply chain constraints may increase the backlog from time to time.
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 Metal Packaging, Ball Corporation, Can-Pack S.A., Mauser Packaging
Solutions, Metal Container Corporation, Silgan Holdings Inc., Sonoco, and Trivium Packaging.
Transit Packaging also faces substantial competition from many regional and local competitors of various sizes in the
manufacture, distribution and sale of its products. Transit Packaging differentiates itself from the competition by leveraging its
global scale, broad product portfolio and established brand reputation. Transit Packaging products compete, to some extent,
with various other packaging materials, including other products made of paper, plastics, wood and various types of metal.
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CUSTOMERS
Crown Holdings, Inc.
The Company’s largest beverage can customers consist of many of the leading manufacturers and marketers of packaged
consumer products in the world, including Anheuser-Busch InBev, Coca-Cola, Heineken, Keurig Dr Pepper, Molson Coors,
Pepsi-Cola and Refresco, among others. In addition to sales to Coca-Cola and Pepsi-Cola, the Company also supplies
independent licensees of Coca-Cola and Pepsi-Cola. Consolidation trends among beverage marketers have led to a
concentrated customer base. The Company’s top ten global customers represented in the aggregate approximately 48% of its
2023 consolidated net sales.
For the years ended December 31, 2023, 2022 and 2021, two customers each accounted for 12% and 11%, of the Company's
consolidated net sales. These customers are global beverage companies served by the Company's beverage operations in the
Americas, Europe and Asia.
Each reportable segment, with the exception of Transit Packaging, 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.
MATERIALS AND SUPPLIERS
The Company uses various raw materials, primarily aluminum and steel, in its manufacturing operations. Transit Packaging
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 2023, consumption of aluminum and steel represented 44% and 8%, respectively, 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 aluminum contracts typically multi-year in
duration with fluctuating prices based on aluminum ingot costs and steel contracts typically one year in duration with fixed
prices or set repricing dates.
The Company generally attempts to mitigate its aluminum and steel 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 aluminum and steel for a significant period of time, its operations would be
disrupted, and if the Company were unable to fully recover the higher cost of aluminum and steel, 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 attempts to increase prices on its products
accordingly in order to recover these costs. 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 price while its actual costs may have increased.
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. 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
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impossible to obtain on acceptable terms due to external factors, which could increase the Company’s costs or interrupt its
business.
In addition to mitigating risks around pricing, the Company maintains its commitment to upholding and evolving standards for
ethics and compliance as it sources materials. Regular engagement with suppliers is ongoing to manage materials and the
impact on environments and communities. The Company strives to ensure all partners meet standards for responsible supply
and adhere to the formal Code of Business Conduct and Ethics. Through the Twentyby30 program, the Company has
committed to sourcing standards that by 2030 require 100% of core raw materials and service suppliers, by spend, to be
assessed and comply with Crown Responsible and Ethical Sourcing policies and requirements.
SUSTAINABILITY
Sustainability remains a core focus of the Company’s business strategy and commitments. The Company recognizes the critical
role of corporate social responsibility and the impact of sustainability performance on economic opportunity and stakeholder
relationships, including customers and employees. As a major manufacturer with operations worldwide, the Company can
significantly impact industry progress by supporting important sustainability initiatives and adopting practices that create
change both within the organization and within partner relationships.
In 2020, Crown established its comprehensive Twentyby30 program, setting 20 measurable goals to be reached by 2030 or
sooner. These objectives encompass all aspects of sustainability and reflect areas considered material to the Company’s
business as well as areas where it can create notable impact. Structured within five core program pillars of Climate Action,
Resource Efficiency, Optimum Circularity, Working Together and Never Compromise, these initiatives include efforts such as
making operational improvements in energy, water and waste and elevating our focus on material use efficiency, recycling,
responsible and ethical sourcing and food contact and safety.
The Company maintains a Corporate Environmental Sustainability Policy; a Human Rights Policy; a Responsible and Ethical
Sourcing Policy; a Conflict Minerals Policy; and an Environmental, Health and Safety Policy. These policies serve as
guidelines for all employees to adhere to as the Company works to advance its sustainability strategy.
Across Twentyby30 program pillars, the Company works toward continuous improvement in product design and
manufacturing practices to provide the best outcome for the environment, communities, employees and consumers, both now
and in the future.
Aluminum and steel contribute to these improvements as, by nature, they are infinitely recyclable without loss of properties.
This means they can be used repeatedly to form new consumer packaging with no degradation in performance, quality or
safety. Recycling these metals offers significant savings in energy and water consumption, as well as carbon dioxide emissions.
As such, the Company is collaborating with industry partners to improve consumer recycling rates and increasing the use of
recycled content. In addition, the Company is making strides in its energy and water usage on a global level, working to
implement more renewable energy, minimize water usage and execute water replenishment programs.
The Company made the following efforts in 2023 to be a more proactive sustainability leader:
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•
•
Commissioned a study together with the International Aluminum Institute and others in the industry to determine the
recycling rate of aluminum cans in Vietnam, Thailand, Cambodia, and the United Arab Emirates - key markets where
the Company maintains operations;
Continued its pursuit of Aluminum Stewardship Initiative certification, and the Company now has certifications in
Brazil, Colombia, Mexico, Thailand and Vietnam; and
Participated in several discussion at the United Nations Climate Change Conference (COP 28) to drive discussions
around climate and aluminum decarbonization, together with others in the industry.
Socially, the Company is continuing to elevate its commitments to community engagement through more volunteer
opportunities and by establishing a charitable giving program, which donates to various non-profit organizations across the
regions in which it operates. Within its own workforce, the Company is prioritizing employee welfare and striving to more
regularly engage its professionals to foster a more connected global team dedicated to individual and collective improvement as
an organization.
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Crown Holdings, Inc.
As a result of its collective efforts, the Company has recently received the following recognitions in 2023:
•
•
•
ESG ratings provider Sustainalytics ranked the Company as a Low ESG Risk Rating for managing ESG risk within the
metal and glass packaging sub-industry. This marks the fourth year in a row the Company has landed in the top 3% in
the "Containers and Packaging" category.
The Company was ranked as the top packaging company within the Transport, Logistics & Packaging category in
Newsweek's second annual listing of the Most Trustworthy Companies in America.
The Company was included in USA TODAY'S inaugural America's Climate Leaders list, which aims to provide
guidance for investors and customers evaluating the sustainability progress of their partners or potential partners.
ENVIRONMENTAL MATTERS
The Company’s operations are subject to numerous laws and regulations governing the protection of the environment, disposal
of waste, discharges into water, emissions into the atmosphere and the protection of employee health and safety. Future
regulations may impose stricter environmental requirements on the packaging industry 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. There can be no assurance that current or future environmental
laws or liabilities will not have a material effect on the Company’s consolidated 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.
HUMAN CAPITAL
At December 31, 2023, the Company had approximately 25,000 employees worldwide, with approximately 6,000 employed by
the Americas Beverage segment, 3,500 employed by the European Beverage segment, 4,500 employed by the Asia Pacific
segment, 7,500 employed by the Transit Packaging segment and 3,500 employed by Other.
A significant portion of the Company’s workforce is unionized. Collective bargaining agreements with varying terms and
expiration dates cover approximately 10,600 employees. The Company did not experience any significant union-initiated work
stoppages during the 2023 fiscal year and believes that its employee relations remain good. The Company does not expect that
renegotiation of any collective bargaining agreements expiring in 2024 will have a material adverse effect on its consolidated
results of operations, financial position or cash flow.
The Company believes that its employees are key to achieving the Company’s business goals and growth strategy. Attracting,
developing and retaining the most skilled and engaged people globally is crucial to all aspects of the Company’s activities. To
this end, the Company has cultivated a senior management team with extensive industry experience and highly complementary
skill sets and has consistently re-invested in necessary resources to effectively staff and efficiently support its businesses. It has
also made efforts to fill corporate and plant roles worldwide with individuals who possess material, design and manufacturing
expertise and can cultivate lasting customer relationships. To aid retention, the Company aspires to offer market rate
competitive salaries to all its staff and it provides professional development opportunities that both contribute to the Company’s
success and maximize employees' potential. It also aims to implement a positive and inclusive work environment that
prioritizes employee safety, fosters an inclusive atmosphere and creates a fulfilling career.
The Company supports the well-being of its employees and their families with a variety of physical, mental and social wellness
programs, as well as rigorous on-the-job safety programs. Physical health and wellness programs differ by region, but include
Company-sponsored or subsidized medical insurance over and above government provisions, annual medical, cancer and
audiometry screenings, and voluntary health fairs. The Company offers employee mental health assistance programs. The
Company has built a total safety culture that provides the framework for all health and safety initiatives across the Company
and empowers employees to take a proactive role in their safety and that of their fellow employees. The Company’s focus is on
behaviors and attitudes and achieving success in incident, injury and near-miss reductions.
The Company recognizes that a diverse and inclusive workforce is critical to its future business success. It has therefore
integrated Diversity & Inclusion (D&I) as a dimension of its Twentyby30 sustainability program, aiming to embed D&I
awareness in its organizational culture. The Company believes different backgrounds, experiences and perspectives generate
powerful new ideas and foster sound and sustainable decision making. The Company’s approach includes deployment of D&I
training initiatives, such as psychological safety and unconscious bias trainings, and improvement of its recruitment and
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Crown Holdings, Inc.
onboarding processes. Recruitment programs to attract diverse talent into the organization include an accelerated manufacturing
program, first focused on engineering skills, which includes assignments in various businesses and countries to encourage
broader thinking and a flexible mindset. This program provides an opportunity for diverse candidates to progress more quickly
to higher functions within the organization. The Company continues to focus on improving gender equality and cultural
diversity in the organization, including developing and empowering minorities and women through greater career opportunity
and recognition.
To give every employee the opportunity to feel heard, supported and valued and to continue building its inclusive culture, the
Company implemented a new employee engagement survey globally. The Company aims to better understand what the
employee experience looks like at Crown, what works well and what can be improved.
The Company places a high value on skills management and lifelong learning opportunities that benefit both the individual
employee and the whole Company. The Company provides a variety of educational opportunities, including a mix of
mandatory and voluntary training programs that occur in classrooms, online and on the job. The Company also recognizes the
importance of multifunctional teams and as such, management training includes international exposure and cross-divisional
activity to develop common approaches and values. Talent development programs vary by region, but include leadership
programs designed to support operations leadership, lean manufacturing operations and employee performance management.
While updating its Human Rights policy based on the latest legal developments, the company has developed a comprehensive
Human Rights training program translated into the predominant local languages used within our organization. This program is
designed to improve our employees’ understanding, awareness and commitment to human rights principles within our
organization.
The Company maintains a written Code of Business Conduct and Ethics which describes its policies with respect to, among
other things, anti-corruption, protection of confidential information, and environmental, health and safety matters, as well as the
Company’s commitment to ensuring that all employees are treated with respect and dignity and are able to work in an
environment free from all forms of unlawful employment discrimination. The Company’s compliance teams are responsible for
implementing these policies. The Company's compliance program includes a mechanism for employees to report suspected
violations of Company policies on a confidential basis, including anonymous reporting where permitted by local law.
RESEARCH AND DEVELOPMENT
The Company's global Research, Development & Engineering ("RD&E") Center for packaging products for consumer goods is
located in Wantage, U.K. The Company utilizes its centralized corporate 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 corporate RD&E
Center is also applying technical expertise to advance product design and manufacturing capabilities for the Company's
beverage equipment operations and its Transit Packaging segment, supplementing the group's existing product developments.
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 and can shaping have been licensed in
Europe, Australia, Japan, and Africa to provide customers with global access to Crown's brand building innovations. In addition
to package components, the Company maintains a legacy of innovation that features numerous industry-firsts, including
launching new interactive inks, decorative and shaping techniques, new package sizes and styles and new canmaking
technologies. Recent examples include the Company’s Accents™ variable printing technology, which facilitates up to 24
different beverage can designs in a single run, and its Quantum™ debossing technology, which implements unique textures on
food cans that replace can wall beading with proprietary debossed patterns, such as hexagonal or oval arrays, to prevent
counterfeiting and reduce material usage by up to 13%. The RD&E team has also expanded efforts to advance innovations
through strategic partnerships with suppliers and through the use of Open Innovation to access new technologies. These efforts
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Crown Holdings, Inc.
are aimed at enhancing the Company's products for our customers by developing improved coatings with enhanced barriers,
new decoration technology (such as digital printing), and improved container functionality (such as enhanced resealability).
Transit Packaging is also well known throughout its markets for its ability to drive product innovation and leadership in new
technologies. Transit Packaging 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. Transit Packaging has grown its global patent portfolio to over
360 U.S. issued patents or pending patent applications and over 980 foreign issued patents or pending patent applications. The
portfolio broadly covers about 350 customized technologies and spans diverse business platforms, as well as the different
countries in which it operates.
The Company spent $33 million in 2023, $34 million in 2022, and $47 million in 2021 in its RD&E activities.
WORKING CAPITAL
The Company generally uses cash during the first nine months of the year to finance seasonal working capital needs. Beverage
products are generally consumed in greater amounts during the warmer months and the food packaging business is somewhat
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 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.
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 Sustainability Report, 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.
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.
Risks Relating to the Company's Business and Industry
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 aluminum, steel, tin, and materials derived from crude oil and natural gas,
such as polyethylene and polypropylene resin, and also water, natural gas, electricity and other processed energy, in its
manufacturing activities. Sufficient quantities of these raw materials may not be available in the future or may be available
only at increased prices. In 2023, consumption of aluminum and steel represented 44% and 8% of the Company's consolidated
cost of products sold, excluding depreciation and amortization. The Company's raw material supply contracts vary as to terms
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Crown Holdings, Inc.
and duration, with aluminum contracts typically multi-year in duration with fluctuating prices based on aluminum ingot costs
and steel contracts typically one year in duration with fixed prices. The availability of various raw materials and their prices
depend 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,
and pandemics (including possible reemergence of the COVID 19 pandemic). 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, 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, tariffs and potential limits on steel supply in the U.S. 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 aluminum, steel and energy, have historically been subject to
volatility. The Company continues to manage the challenges of supply chain disruptions and fluctuating costs for raw materials
and energy in 2023. 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. The Company also uses commodity forward contracts to manage its exposure to these
raw material costs. The ability to mitigate inflationary risks through these measures varies by region and the impact on the
results of the Company's segments for the year-ended December 31, 2023 is discussed, as applicable in "Management's
Discussion and Analysis of Financial Condition and Results of Operations - Results of Operations."
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 aluminum, steel, 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 with respect to pricing and product volumes.
The Company's principal markets may be subject to overcapacity and intense competition, which could reduce the
Company's net sales and net income.
Beverage and food cans are standardized products, allowing for relatively little differentiation among competitors. This could
lead to overcapacity and price competition among beverage and food can producers if capacity growth outpaced the growth in
demand for beverage and food cans and overall manufacturing capacity exceeded demand. These market conditions could
reduce product prices and contribute to declining revenue and net income. 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 beverage
and food markets. Changes in preferences for products and packaging by consumers of beverage cans and prepackaged food
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 creates excess capacity, the Company experiences relatively
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Crown Holdings, Inc.
low capacity utilization rates in its operations, which can lead to reduced margins and can have an adverse effect on the
Company's business.
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 developing markets and areas, such as the Middle
East, South America, Eastern Europe and Asia. 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 or cost-effective basis.
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 beverage and food 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 are expected to vary by quarter and by
region. Unseasonably cool weather can reduce consumer demand for certain beverages packaged in the Company's containers.
In addition, poor weather conditions that reduce crop yields of packaged foods can decrease customer demand for its food
containers.
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, 2023, the carrying value of the Company's goodwill was $3.1
billion. The Company is required to evaluate goodwill reflected on its balance sheet at least annually or when circumstances
indicate a potential impairment. If it determines that the goodwill is impaired, the Company would be required to write off a
portion or all of the goodwill.
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 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 or works
council 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 or works
council 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.
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Crown Holdings, Inc.
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 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 U.S. 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.
Risks Relating to the Company's International Operations
The Company's international operations, which generated approximately 63% of its consolidated net sales in 2023, are
subject to various risks that may lead to decreases in its financial results, particularly in the case of the Company's
operations in emerging markets.
The Company is an international company, and the risks associated with operating in non-U.S. jurisdictions, and with operating
and seeking to expand business in a number of different regions and countries generally, exposes the Company to potentially
conflicting cultural practices, business practices and legal and regulatory requirements and may have a negative impact on the
Company’s liquidity and net income. The Company's international operations generated approximately 63% of its consolidated
net sales in the years ended 2023, 2022 and 2021. In addition, the Company’s business strategy includes continued expansion
of international activities, including within developing markets and areas, such as the Middle East, South America, Eastern
Europe and Asia, that may pose political and economic volatility and instability, greater vulnerability to infrastructure and labor
disruptions and differing local customer product preferences and requirements than the Company’s other markets. The
Company’s expansion efforts may also use capital and other resources of the Company that could be invested in other areas.
Further, if a downturn in economic conditions ultimately leads to a significant devaluation of a foreign currency such as the
euro, the value of any financial assets that are denominated in that currency may be 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, and the Company’s success in developing
market share and operating profitably in these markets is critical to the Company’s growth. 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;
conflicting regulation (including with respect to product labelling, privacy, data protection and advanced technologies)
and 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 control and other trade compliance regulations;
foreign exchange rate risks and exchange controls;
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 or repatriating cash generated or held abroad in a tax-efficient manner;
changes in tax laws and regulations;
difficulties in enforcing contractual obligations and intellectual property rights and difficulties in protecting intellectual
property or sensitive commercial and operations data or information technology systems generally;
national and regional labor strikes and work stoppages;
geographic, language and cultural differences between personnel in different areas of the world;
high social benefit costs for labor, including costs associated with restructurings;
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Crown Holdings, Inc.
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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 any country where such currency devaluation could affect the amount of
cash generated by operations in that country and thereby affect the Company's ability to satisfy its obligations;
geographical concentration of the Company’s factories and operations and regional shifts in its customer base;
war (such as the ongoing military conflict between Russia and Ukraine, and the Israel - Hamas conflict, and other
hostilities in the Middle-East), civil disturbance, global or regional catastrophic events, natural disasters, and acts of
terrorism;
epidemics, pandemics, and other disease outbreaks and health crises (such as the possible reemergence of the
COVID-19 pandemic);
the complexity of managing global operations; and
compliance with applicable anti-corruption, anti-bribery laws and anti-money laundering laws and sanctions; and
continuing legal, political and economic uncertainty following Brexit.
As 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. Furthermore, the continuing and accelerating globalization of businesses in emerging markets and elsewhere
could significantly change the dynamics of the Company’s competition, customer base and product offerings, which could
adversely affect the Company’s financial position.
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 63% of its consolidated net sales in the years ended 2023, 2022 and 2021. Volatility in exchange rates may
increase the costs of the Company's 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, 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, 2023, a 0.10 movement in the average euro rate would have reduced net income by
approximately $5 million.
Risks Relating to the Company's Indebtedness and Liquidity
The substantial indebtedness of the Company could prevent it from fulfilling its obligations under its debt agreements.
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
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Crown Holdings, Inc.
credit facilities, to enable it to repay its indebtedness or to fund other liquidity needs. As of December 31, 2023, the Company
and its subsidiaries had approximately $7.5 billion of indebtedness, excluding unamortized discounts and debt issuance costs.
The Company’s current sources of liquidity includes a securitization facility with a program limit up to a maximum of $800
million that expires in July 2025, a securitization facility with a program limit of $230 million that expires in November 2025,
and a securitization facility with a program limit of $160 million that expires in November 2025. Additional sources of the
Company's liquidity include borrowings under its $1,650 million revolving credit facilities that mature in August 2027.
The Company's indebtedness includes its €600 million ($663 million at December 31, 2023) 2.625% senior notes due in
September 2024; its €600 million ($663 million at December 31, 2023) 3.375% senior notes due in May 2025; its $875 million
4.75% senior notes due in February 2026; its €500 million ($552 million at December 31, 2023) 2.875% senior notes due in
February 2026; its $400 million 4.25% senior notes due in September 2026; its $350 million 7.375% senior notes due in
December 2026; its €500 million ($552 million at December 31, 2023) 5.00% senior notes due in May 2028; its €500 million
($552 million at December 31, 2023) 4.75% senior notes due in March 2029; its $500 million 5.25% senior notes due in August
2030; its $40 million 7.50% senior notes due in December 2096; and its $185 million of other indebtedness in various
currencies due at various dates through 2027. In addition, the Company’s term loan facilities mature as follows: $15 million in
2024, $22 million in 2025, $30 million in 2026, $2,097 million in 2027.
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 debt agreements, 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, 2023, approximately $2.2 billion of the Company's $7.5 billion of total indebtedness and other outstanding
obligations and $1.1 billion of securitization and factoring programs 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 $436 million, $284 million and $253
million for 2023, 2022 and 2021, respectively. Based on the amount of variable rate debt outstanding and securitization and
factoring at December 31, 2023, a 0.25% increase in variable interest rates would increase its annual interest expense by
approximately $8 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
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Crown Holdings, Inc.
more than $8 million as the Company’s average borrowings on its variable rate debt and securitization and factoring may be
higher during the year than the amount at December 31, 2023. 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.
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 business 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;
• make loans, investments and capital expenditures;
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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.
The breach of any of these covenants by the Company or the failure by the Company to maintain any of these ratios or meet any
of these 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 and the covenants in agreements it may enter into in the future can be affected by events beyond its control and,
therefore, it may be unable to satisfy its obligations under its debt agreements.
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. 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.
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Crown Holdings, Inc.
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 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 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.S. and Canada. In 2023, 2022
and 2021, the Company contributed $19 million, $24 million, and $236 million to its pension plans. The 2021 contributions
included a $216 million contribution to its U.K. pension plan in advance of full settlement of the plan's obligations. Pension
expense was $64 million and is expected to be $56 million in 2024, using foreign currency exchange rates in effect at
December 31, 2023. A 0.50% change in the 2024 expected rate of return assumptions would change 2024 pension expense by
approximately $6 million. A 0.50% change in the discount rates assumptions as of December 31, 2023 would change 2024
pension expense by approximately $3 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 $43 million in 2024, $55 million in 2025,
$46 million in 2026, $36 million in 2027 and $55 million in 2028. 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, certain of the Company's pension and
postretirement 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
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Crown Holdings, Inc.
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 Company's outstanding notes. In addition, as of December 31, 2023 the unfunded
accumulated postretirement benefit obligation, as calculated in accordance with U.S. generally accepted accounting principles,
for retiree medical benefits was approximately $107 million, based on assumptions set forth under Note R to the Company's
audited consolidated financial statements in this Annual Report.
The Company also manages our various pension plan liabilities through the opportunistic purchase of annuity insurance
contracts for portions of outstanding defined pension obligations using plan assets. Future annuity purchase contracts could be
significant and result in the Company making additional pension contributions and recording pension settlement charges.
Risks Relating to Litigation and Regulatory Matters
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.
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 U.K. The Company cooperated with the Commission and
submitted a leniency application with the Commission with respect to the findings of its internal investigation in Germany. In
July 2022, the Company reached a settlement with the Commission relating to the Commission’s investigation, pursuant to
which the Company agreed to pay a fine in the amount of €8 million. Fining decisions based on settlements can be appealed
under EU law. The Company is seeking annulment of the Commission’s fining decision on the basis that the referral of the case
from the FCO to the Commission was unjustified. There can be no assurance regarding the outcome of such appeal.
On October 7, 2021, the French Autorité de la concurrence (the French Competition Authority or “FCA”) issued a statement of
objections to 14 trade associations, one public entity and 101 legal entities from 28 corporate groups, including the Company,
certain of its subsidiaries, other leading metal can manufacturers, certain can fillers and certain retailers in France. The FCA
alleged violations of Articles 101 of the Treaty on the Functioning of the European Union and L.420-1 of the French
Commercial Code. The statement of objections alleges, among other things, anti-competitive behavior in connection with the
removal of bisphenol-A from metal packaging in France. The removal of bisphenol-A was mandated by French legislation that
went into effect in 2015. On December 29, 2023, the FCA issued a decision imposing a fine of €4 million on the Company. The
Company intends to appeal the decision of the FCA and there can be no assurance regarding the outcome of such appeal.
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.
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Crown Holdings, Inc.
As of December 31, 2023, Crown Cork's accrual for pending and future asbestos-related claims and related legal costs was
$204 million, including $158 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, 2023, Crown Cork received approximately 1,500 new claims, settled or dismissed
approximately 500 claims, and had approximately 58,500 claims outstanding at the end of the period. Of the Company's
outstanding claims, approximately 18,000 claims relate to claimants alleging first exposure to asbestos after 1964 and
approximately 40,500 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 20,000 were filed in other states. The outstanding claims at December 31, 2023 also exclude approximately
19,000 inactive claims, as well as claims in Texas filed after June 11, 2003. 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 business arising from these defenses will
not increase materially.
Crown Cork made cash payments of $17 million, $21 million and $19 million in 2023, 2022 and 2021 to settle asbestos claims
and pay related legal and defense costs. 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. 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 Estimates” and under Note O to the Company's audited consolidated financial
statements included in this Annual Report.
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. The European Union and Canada have banned the use of bisphenol-A in baby bottles, and the U.S. Environmental
Protection Agency ("EPA") has considered adding bisphenol-A, which it has described as a potential reproductive,
developmental, and systemic toxicant, to the chemical concern list and using its Design for the Environment program to
encourage reductions in bisphenol-A manufacturing and use. Certain other nations, including Denmark, Belgium, the
Netherlands, Canada and France, have implemented or considered implementing legislation restricting the use of bisphenol-A,
including imposing product labeling requirements or restrictions on the importation and placement in the market of packaging
and utensils containing bisphenol-A, and the European Food Safety Authority has recommended that the tolerable daily intake
of bisphenol-A be lowered. Domestic and international, federal, state, municipal or other regulatory authorities could further
restrict or prohibit the use of bisphenol-A in the future. In addition, 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
16
Crown Holdings, Inc.
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 U.S. and abroad, must comply with these laws and
regulations. In addition, a number of governmental authorities in the U.S. 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 of both climate change and climate change
regulation is uncertain.
Climate change and evolving laws, regulations and market trends in response to climate change could adversely affect the
business and operations of the Company.
The Company may incur significant costs and experience operational disruptions as a result of increases in the frequency,
severity or duration of severe weather events caused by climate change (including thunderstorms, hurricanes, blizzards,
wildfires, flooding, typhoons and tornados), and may incur additional costs to prepare for, respond to and mitigate the effects of
climate change. Furthermore, in the event that severe weather events, temperature shifts, or coastline changes resulting from
climate change adversely impact crop yields for fruits and vegetables, our customers’ demand for our products may be reduced
due to customers’ inability to make products that require packaging in the first instance. The Company is not able to accurately
predict the materiality of any potential losses or costs associated with the effects of climate change. The impact of climate
change may also 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 environmental conservation and sustainability, energy efficiency deforestation, greenhouse gas emissions, climate
change and product stewardship, including mandating recycling, the use of recycled materials and/or limitations on certain
kinds of packaging materials such as plastics. The SEC has also proposed rules which could significantly expand climate-
related disclosure obligations. 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 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 and/or energy drinks have been enacted in France, the U.K.,
Poland, Portugal, Hungary, India and Saudi Arabia. Some state and local governments are also considering similar taxes, and
several U.S. cities, including in California, Pennsylvania and Colorado, 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 and materially adversely affect the Company's business and financial results.
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 beverage and food can market. As a result,
many of the Company's products come into direct contact with beverages and food. Accordingly, the Company's products must
comply with various laws and regulations for beverages and food applicable to its customers. Changes in such laws and
regulations, such as the sugary-drink taxes discussed above, 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
17
Crown Holdings, Inc.
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 and negatively impact demand for the
Company's products, including changes in consumer preferences driven by various health-related concerns and perceptions.
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.
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.
General Risk Factors
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. In addition,
customer concentration could expose the Company to increased credit risk if large customers were unable to fulfill their
payment obligations to the Company.
The majority of the Company's sales are to companies that have leading market positions in the sale of beverages, packaged
food and household products to consumers. The loss of any 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. In addition, the
Company's relationship with several of its customers, particularly in Transit Packaging, is noncontractual, and as a result its
customers may unilaterally reduce their purchases of its products.
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.
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, any of which could have a material effect on its business, operating results or financial
condition.
18
Crown Holdings, Inc.
Acquisitions, dispositions or investments that the Company is considering, has pursued or may pursue could be
unsuccessful, consume significant resources and require the incurrence of additional indebtedness.
The Company has completed and may consider acquisitions and investments that complement its existing business or
dispositions of portions of its existing business. The actual or potential acquisitions, dispositions and investments, such as the
Company's divestiture of its European Tinplate business in August 2021, 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 and the diversion of management's attention that
could have a material effect on the Company's financial condition and operating results.
In particular, if the Company incurs additional debt in order to finance an acquisition, the Company's liquidity and financial
stability could be impaired as a result of using a significant portion of available cash or borrowing capacity. 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.
Acquisitions and dispositions involve numerous other risks, including:
•
•
•
•
•
•
•
•
•
•
•
•
•
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 successfully bifurcating operations that involve both remaining and departing personnel in
divestiture transactions;
challenges associated with operating in new geographic regions or discontinued operations in legacy 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 anti-trust and other regulatory approvals.
To the extent the Company pursues an acquisition or disposition 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.
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, which could result in unexpected increased costs to
the Company for a particular period.
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Crown Holdings, Inc.
The Company relies on its information technology, and potential cyber-attack, data breach or other 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,
telecommunication failures, user errors or catastrophic events. In addition, cybersecurity related risks including security
breaches and cyber-attacks such as computer viruses, denial-of-service attacks, malicious code (including ransomware), social-
engineering attacks (including phishing attacks) or other information security breaches could result in unauthorized disclosure
or misappropriation of the Company’s confidential information. These threats also may be further enhanced in frequency or
effectiveness through threat actors’ use of artificial intelligence.
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 or physical property through security breach, and reputational harm, as well as potential litigation, civil liability and
fines under various laws and regulatory regimes of jurisdictions 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 systems could nevertheless be penetrated by outside parties
intent on extracting information, corrupting information or disrupting business processes (including for purposes of ransom
demands or other forms of blackmail), particularly if the Company's information security training and compliance programs
prove to be inadequate. 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 customers and suppliers and 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, and it may suffer indirect economic loss if its existing insurance policies and coverage related to
information security risks prove to be insufficient. Failure or disruption of the Company's information technology 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.
Sentiment towards climate change, sustainability and other ESG matters could adversely affect the Company’s business,
financial condition or results of operations.
The Company has announced sustainability goals for its next phase of Sustainability as part of its Twentyby30 program.
Execution of this program and the achievements of the Company’s sustainability goals is subject to risk and uncertainties, many
of which are out of the Company’s control. Failure to achieve these sustainability goals within the currently projected costs and
expected timeframes could damage the Company’s reputation, customer and investor relationships, or ability to access capital
on favorable terms, particularly given investors’ increased focus on ESG matters in recent years, and in turn could adversely
affect the Company’s business, financial condition or results of operations.
The Company’s business operations and financial position have been and may continue to be adversely affected by the
COVID-19 pandemic.
The ongoing global outbreak of COVID-19 has caused and may continue to cause business slowdowns and shutdowns and
turmoil in the financial markets both in the U.S. and abroad. The Company’s results of operations, cash flows and financial
position or the Company’s ability to execute its short- and long-term business strategies and initiatives could be impacted by a
reemergence of COVID-19 or another pandemic event. The magnitude of the ultimate impact the reemergence of COVID-19
or another pandemic event would have on the Company will depend on numerous factors and cascading effects of the pandemic
that the Company is not able to predict, including the extent and duration of an outbreak’s direct and indirect effect on
consumer confidence and spending, customer demand, buying patterns, and work practices and on the Company’s supply chain.
The impact of the reemergence of COVID-19 may also exacerbate other risk factors discussed in Item 1A of this Annual
Report, any of which could have a material effect on the Company.
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.
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Crown Holdings, Inc.
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.
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 1C.
CYBERSECURITY
Risk Management & Strategy
Cybersecurity is integrated into the Company’s overall risk management program. The Company has established a cyber risk
management program that identifies and manages risks to our information assets that could be affected by a cyberattack. The
Company leverages both internal and external threat detection and response capabilities, combined with a people-centric
approach to employee awareness and engagement. The Company considers risks related to people, processes, and technology
including those associated with our third-party service providers and allocates resources to maintain and enhance our
cybersecurity measures.
The Company engages external third-party security assessment vendors, both on a recurring basis and as needed, to perform
realistic adversarial threat attacks (penetration testing) on our internal and external environments leveraging the International
Organization for Standardization (ISO) cybersecurity frameworks. These third-party experts provide impartial, objective, and
strategic evaluations of our cybersecurity posture, identifying critical vulnerabilities and recommending improvements.
Although, through the date of this filing, we are not aware of any cybersecurity incidents that have materially impacted the
Company, we cannot eliminate all risks from cybersecurity threats. We describe whether and how risks related to cybersecurity
threats are reasonably likely to materially affect us, including our business strategy, results of operations, or financial condition,
in Item 1A of this Annual Report on Form 10-K.
Cybersecurity Governance
Company senior leadership has top-level responsibility for management of information security risk. The Company has
established a dedicated, globally focused cybersecurity team led by its Chief Information Security Officer (CISO), who brings
over 20 years of experience in the field of cybersecurity and IT operations. The CISO is responsible for overseeing the entire
global cybersecurity program, which encompasses cyber risk management, operations, strategic planning, and compliance with
cybersecurity policies and regulations. Crown's cybersecurity team maintains collaboration with other cross functional teams to
assess and manage cybersecurity risks. This approach enables the Company to align cybersecurity efforts with broader business
objectives and respond to emerging threats. Additionally, Crown’s Board of Directors, along with the Crown Chief Executive
Officer, Chief Operating Officer, Chief Financial Officer, and General Counsel oversee the identification, assessment, and
management of cybersecurity risks.
In case of a cyber incident with significant or material impact, the CISO would escalate to senior leadership and depending
upon the severity and scope of any cyber incident, the Company will invoke its Corporate Crisis management plan.
On a regular reporting schedule, the CISO provides updates on cybersecurity risk and mitigation efforts to senior leadership,
board, and members of the Audit Committee. The Audit Committee, which is tasked with oversight of certain risk issues,
including information security risk, receives two to four reports annually from the Company’s senior leadership, including the
CISO, that includes an information security dashboard and discussion of emerging risks and trends. The Audit Committee then
briefs the Board on these matters.
21
Crown Holdings, Inc.
ITEM 2.
PROPERTIES
As of December 31, 2023, the Company operated 195 facilities in 39 countries. The principal manufacturing facilities at
December 31, 2023 are listed below and are grouped by segment. 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. The Company leased 65 of its manufacturing facilities at December 31, 2023.
Ongoing productivity improvements and cost reduction efforts in recent years have focused on upgrading and modernizing
facilities to reduce costs, improve efficiency and productivity. 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 align manufacturing facilities to
maintain its competitive position in its markets.
Utilization of any particular facility varies based upon product demand. While it is not possible to measure with any degree of
certainty or uniformity the productive capacity of these facilities, management believes that, if necessary, production can be
increased at 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.
The Company’s Americas, Transit Packaging and Corporate headquarters are in Tampa, Florida. Its European headquarters is
in Baar, Switzerland and its Asia Pacific headquarters is in Singapore. The Company maintains a research facility in Wantage,
England.
22
Mankato, MN
Batesville, MS
Mesquite, NV
Nichols, NY
Dayton, OH
Cheraw, SC
Conroe, TX
Olympia, WA
La Crosse, WI
Worland, WY
Teresina, Brazil
Estancia, Brazil
Manaus, Brazil
Ponta Grossa, Brazil
Rio Verde, Brazil
Uberaba, Brazil
Calgary, Canada
Ontario, Canada
Santafe de Bogota,
Colombia
Acayucan, Mexico
Chihuahua, Mexico
Ensenada, Mexico
Guadalajara, Mexico
Monterrey, Mexico (2)
Orizaba, Mexico
Toluca, Mexico
Crown Holdings, Inc.
Americas Beverage
Kankakee, IL
European
Beverage
Asia Pacific
Custines, France
Phnom Penh, Cambodia (2)
Rainbow City, AL
Transit Packaging
Toluca, Mexico
Bowling Green, KY
Saarlouis, Germany
Sihanoukville, Cambodia
Benton, AR
Korinthos, Greece
Hangzhou, China
Parma, Italy
Henan, China (S)
Amman, Jordan
Heshan, China
Fordyce, AR
Sheridan, AR
Phoenix, AZ
Other
Norwalk, CT (T)
Dubuque, IA (F)
Alsip, IL (A)
Virton, Belgium
Kardjali, Bulgaria
Noerresundby, Denmark
Decatur, IL (A)
Soenderborg, Denmark (2)
Belcamp, MD (S)
Dammam, Saudi Arabia Huizhou, China (S)
Bay Point, CA
Liljendal, Finland
Jeddah, Saudi Arabia
Qingdao Chengyan, China (S)
Stockton, CA
Masku, Finland
Faribault, MN (A)
Owatonna, MN (F)
Kosice, Slovakia
Agoncillo, Spain
Shanghai, China (S)
Tianjin, China (S)
Carrollton, GA
Castelsarrasin, France
Massillon, OH (F)
Douglasville, GA
Fontaine les Luxeuil,
Mill Park, OH (F)
Fort Bend, TX
Sevilla, Spain
Ziyang, China
LaGrange, GA
France
Connellsville, PA (F)
Martinsville, VA
Valencia, Spain
Karawang, Indonesia
Macon, GA
Manneville sur Risle,
Hanover, PA (F)
Winchester, VA
El Agba, Tunisia
Bangi, Malaysia
Bridgeview, IL
France
Trevose, PA (T)
Izmit, Turkey
Yangon, Myanmar
Dixmoor, IL
Dinslaken, Germany
Spartanburg, SC (A)
Osmaniye, Turkey
Singapore
Kankakee, IL (2)
Goldkronach, Germany
Suffolk, VA (F)
Dubai, UAE
Singapore (S)
Cabreuva, Brazil
Botcherby, U.K.
Bangpoo, Thailand (F)
Peterborough, U.K.
Hat Yai, Thailand (F)
Roselle, IL
Elkhart, IN
Gary, IN
Hilden, Germany
Chippewa Falls, WI (T)
Neunkirchen, Germany
Oshkosh, WI (F)
Nurnberg, Germany
Kingston, Jamaica (F)
Nakhon Pathom, Thailand (F)
Florence, KY
Weischlitz, Germany
La Villa, Mexico (F)
Nong Khae, Thailand (2)
Samrong, Thailand (F)
Monroe, LA
Brighton, MI
Gorey, Ireland
Barbados, West Indies (F)
Waterford, Ireland
Shipley, U.K. (T)
Songkhla, Thailand (F)
Eden, NC
Nairobi, Kenya
Wortley, U.K.
Danang, Vietnam
Salisbury, NC
Heerlen, Netherlands
Dong Nai, Vietnam (2)
Newark, NJ
Nuenen, Netherlands
Hanoi, Vietnam
Vung Tau, Vietnam
Cleveland, OH
Zwijndrecht, Netherlands
Loveland, OH
Kosice, Slovakia
West Chester, OH
Burseryd, Sweden
Elizabethtown, PA
Hjo, Sweden
Hazleton, PA
Imperial, PA
Sandared, Sweden
Ystad, Sweden
South Canaan, PA
Dietikon, Switzerland (2)
East Providence, RI Merenschwand, Switzerland
Darlington, SC
Izmir, Turkey
Greer, SC
Latta, SC
Orange, TX
Kocaeli, Turkey
Dudley, U.K.
Wisbech, U.K. (2)
San Antonio, TX
Derrimut, Australia
Danville, VA
Forest, VA
Kurri Kurri, Australia
Qingdao, China
Martinsville, VA
Bangalore, India (4)
Rustburg, VA
Dahej, India
Woodland, WA
Rudrapur, India
Cabreuva, Brazil
Rudraram, India
Halton Hills,
Canada (2)
Silvassa, India
Pohang, South Korea
Amatlan de los Reyes, Sriracha, Thailand
Mexico
Cienega de Flores,
Mexico
All properties above, with the exception of Transit Packaging, are beverage facilities unless otherwise indicated by the following:
A: Aerosol
F: Food and closure
P: Promotional packaging
S: Specialty packaging
T: Tooling and equipment
23
ITEM 3.
LEGAL PROCEEDINGS
Crown Holdings, Inc.
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, 2023, the accrual for pending and future asbestos
claims and related legal costs that are probable and estimable was $204 million.
The Company has been identified by the EPA 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.
ITEM 5.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES
PART II
The Registrant’s common stock is listed on the New York Stock Exchange under ticker symbol CCK. On February 26, 2024
there were 3,417 registered shareholders of the Registrant’s common stock, including 858 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
There were no purchases of equity securities during the three months ending December 31, 2023.
In December 2021, the Company's Board of Directors authorized the repurchase of an aggregate amount of $3.0 billion of
Company common stock through the end of 2024. As of December 31, 2023, the Company could still purchase $2.3 billion of
the Company common stock through this program. Share repurchases under the Company's program may be made in the open
market or through privately negotiated transactions, and at times and in such amounts as management deems appropriate.
ITEM 6.
[RESERVED]
24
Crown Holdings, Inc.
Crown Holdings, Inc.
Crown Holdings
S&P 500 Index
Crown Holdings
Dow Jones U.S. Containers & Packaging Index
S&P 500 Index
Dow Jones U.S. Containers & Packaging Index
Crown Holdings, Inc.
COMPARATIVE STOCK PERFORMANCE (a)
COMPARATIVE STOCK PERFORMANCE (a)
Comparison of Five-Year Cumulative Total Return (b)
Comparison of Five-Year Cumulative Total Return (b)
Crown Holdings, S&P 500 Index, Dow Jones U.S. Containers & Packaging Index (c)
Crown Holdings, S&P 500 Index, Dow Jones U.S. Containers & Packaging Index (c)
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)
2019
175
2019
131
175
129
131
129
2020
241
2020
156
241
156
156
156
2021
268
2021
200
268
173
200
173
2018
100
2018
100
100
100
100
100
2022
201
2022
164
201
142
164
142
2023
228
2023
207
228
153
207
153
2023
2023
201
201
164
164
142
142
2022
2022
228
228
207
207
153
153
2023
2023
268
268
200
200
173
173
241
241
156
156
156
156
300
300
250
250
200
200
150
150
100
100
50
2018
50
2018
175
175
131
129
131
129
2019
2019
Crown Holdings
2021
2020
Year Ended December 31
2020
2021
Year Ended December 31
S&P 500 Index
Dow Jones U.S. Containers & Packaging Index
$
$
$
$
S&P 500 Index
Crown Holdings
Dow Jones U.S. Containers & Packaging Index
2018
2021
2021
2019
2019
2018
2018
December 31,
December 31,
Crown Holdings
Crown Holdings
S&P 500 Index
S&P 500 Index
December 31,
Dow Jones U.S. Containers & Packaging Index
Dow Jones U.S. Containers & Packaging Index
Crown Holdings
S&P 500 Index
Dow Jones U.S. Containers & Packaging Index
228
228
207
207
153
153
228
207
153
(a) The preceding Comparative Stock Performance Graph is not deemed filed with the SEC and shall not be incorporated by reference in
(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
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.
the date hereof and irrespective of any general incorporation language in any such filing.
2020
2020
$ 241
$ 241
156
156
2020
156
156
$ 241
156
156
(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
(b) Assumes that the value of the investment in Crown Holdings common stock and each index was $100 on December 31, 2018 and
(b) Assumes that the value of the investment in Crown Holdings common stock and each index was $100 on December 31, 2018 and
the date hereof and irrespective of any general incorporation language in any such filing.
that all dividends were reinvested.
that all dividends were reinvested.
268
268
200
200
173
173
268
200
173
175
175
131
131
129
129
175
131
129
201
201
164
164
142
142
201
164
142
100
100
100
100
100
100
100
100
100
2022
2022
2021
2023
2019
2022
$
$
$
$
$
$
$
$
$
$
$
(b) Assumes that the value of the investment in Crown Holdings common stock and each index was $100 on December 31, 2018 and
(c) Industry index is weighted by market capitalization and, as of December 31, 2023, was composed of Crown Holdings, Amcor,
(c) Industry index is weighted by market capitalization and, as of December 31, 2023, was composed of Crown Holdings, Amcor,
that all dividends were reinvested.
AptarGroup, Avery Dennison, Ball, Berry Global, Graphic Packaging, International Paper, Packaging Corp. of America, Sealed Air,
AptarGroup, Avery Dennison, Ball, Berry Global, Graphic Packaging, International Paper, Packaging Corp. of America, Sealed Air,
Silgan, Sonoco and WestRock.
Silgan, Sonoco and WestRock.
(c) Industry index is weighted by market capitalization and, as of December 31, 2023, was composed of Crown Holdings, Amcor,
AptarGroup, Avery Dennison, Ball, Berry Global, Graphic Packaging, International Paper, Packaging Corp. of America, Sealed Air,
Silgan, Sonoco and WestRock.
25
25
25
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, 2023. 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 maximize long-term shareholder value by pursuing profitable organic and inorganic growth
opportunities while returning cash to shareholders through dividends and share repurchases.
Global industry demand for beverage cans has been growing in recent years in North America, Brazil, Europe, and Southeast
Asia. Growth has been driven by new product introductions in North America, customer and consumer focus on the
sustainability benefits of aluminum, and population and GDP growth in many markets. To meet such demand, the Company
made long-term investments of approximately $2,000 for new manufacturing facilities and additional production lines in
existing facilities since 2021. In 2023, the impact of higher inflation and interest rates slowed growth in many markets. Based
on current market conditions, the Company expects to have the ability to meet expected demand growth with its current
installed capital base and expects capital spending to be no more than $500 in 2024.
The Company's strategy is anchored by strong cash flow generation and a healthy balance sheet with a targeted net leverage
ratio in the range of 3.0x to 3.5x adjusted EBITDA (a non-GAAP measure). At the targeted net leverage level, the Company
believes it has the flexibility and resources to fund growth and return excess cash flow to shareholders through dividends and
share repurchases. In December 2021, the Board of Directors authorized the repurchase of $3,000 in Company common stock
through the end of 2024.
The Company continues to actively elevate its commitment to sustainability, which is a core value of the Company. In 2020,
the Company introduced Twentyby30, a robust program that outlines twenty measurable, science based, environmental, social
and governance goals to be completed by 2030. In September 2021, the Company joined The Climate Pledge, a commitment to
be net-zero carbon across business operations by 2040.
To date the wars between Russia and Ukraine and Israel and Hamas have not had a direct material impact on the Company's
business, financial condition, or results of operations.
The Company continues to actively manage the challenges of supply chain disruptions, foreign exchange, interest rate
fluctuations, and inflationary pressures, including increasing costs for raw materials, energy and transportation. The Company
generally attempts to mitigate aluminum and steel price risk by matching its purchase obligations with its sales agreements.
Additionally, the Company attempts to mitigate inflationary pressures on energy and raw material costs with contractual pass-
through provisions that include annual selling price adjustments based on price indices. The Company also uses commodity
forward contracts to manage its exposure to raw material costs. The ability to mitigate inflationary risks through these
measures varies by region and the impact on the results of the Company’s segments is discussed, as applicable, under the
heading "Results of Operations" below.
On August 31, 2021, the Company completed the sale of its European Tinplate business to KPS Capital Partners, LP. The
European Tinplate business comprised the Company's European Food reportable segment and its European Aerosol and
Promotional Packaging business which were previously reported in Other. The Company received pre-tax proceeds of
approximately €1.9 billion ($2.3 billion) from the transaction and retained a 20% ownership stake in the business.
RESULTS OF OPERATIONS
The key measure used by the Company in assessing performance is segment income, a non-GAAP measure defined by the
Company as income from operations adjusted to exclude intangibles amortization charges, 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 Mexican peso
in the Company's Americas Beverage segment, the euro in the Company's European Beverage segment and the Chinese yuan
26
Crown Holdings, Inc.
and the Thai baht in the Company's Asia Pacific segment. The Company's Transit Packaging segment is a global business and
the foreign currency translation impacts referred to in the discussion below are primarily related to the euro, the Swedish krona,
the Indian rupee and the Mexican peso.
The Company calculates the impact of foreign currency translation by dividing current year U.S. dollar results by the current
year average foreign exchange rates and then multiplying those amounts by the applicable prior year average exchange rates.
NET SALES AND SEGMENT INCOME
Net sales
Year ended December 31, 2023 compared to 2022
2023
$12,010
2022
$12,943
2021
$11,394
Net sales decreased primarily due to $720 from the pass-through of lower aluminum, steel and other commodity costs and
lower overall volumes in European Beverage, Asia Pacific, Transit Packaging and Other segments, partially offset by higher
beverage can volumes in the Americas Beverage segment and favorable foreign currency translation of $77.
Year ended December 31, 2022 compared to 2021
Net sales increased primarily due to the pass-through of higher aluminum, steel and other commodity costs and 3% higher
global beverage can sales unit volumes, partially offset by lower volumes in the Transit Packaging segment and unfavorable
foreign currency translation of $372.
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 growth in recent years due to the introduction of new beverage
products in cans versus other packaging formats. 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.
To meet volume requirements in these markets, the Company added additional line capacity in Olympia, Washington (2021),
Rio Verde, Brazil (2021) and Monterrey, Mexico (2022) and new greenfield facilities in Bowling Green, Kentucky (2021),
Uberaba, Brazil (2022), Martinsville, Virginia (2022) and Mesquite, Nevada (2023).
Net sales and segment income in the Americas Beverage segment were as follows:
Net sales
Segment income
Year ended December 31, 2023 compared to 2022
2023
$ 5,147
2022
$ 5,126
876
742
2021
$ 4,441
756
Net sales increased primarily due to contractual pass-through mechanisms put in place to recover inflation, 4% higher volumes
and favorable foreign currency translation of $56, partially offset by the pass-through of $375 lower aluminum costs.
Segment income increased primarily due to contractual pass-through mechanisms put in place to recover prior costs net of
current year expenses and higher volumes and customer mix, partially offset by $19 higher depreciation associated with recent
capacity expansions.
Year ended December 31, 2022 compared to 2021
Net sales increased primarily due to the pass-through of higher aluminum costs.
Segment income decreased primarily due to start-up costs and $16 of increased depreciation associated with recent capacity
expansions, partially offset by contractual pass-through mechanisms put in place to recover inflation.
27
European Beverage
Crown Holdings, Inc.
The Company's European Beverage segment manufactures 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 European beverage
can market has been growing due to a market shift to cans versus other packaging formats. To meet volume requirements the
Company added additional line capacity in Agoncillo, Spain, a new greenfield facility in Peterborough, U.K. and acquired
Helvetia Packaging AG, a beverage can and end manufacturing facility in Saarlouis, Germany.
During the fourth quarter of 2023, the Company recast its segment reporting to reclassify European corporate costs that were
previously included in Corporate and other unallocated items into the European Beverage segment. Prior periods have been
recast to conform to the new presentation.
Net sales and segment income in the European Beverage segment were as follows:
Net sales
Segment income
Year ended December 31, 2023 compared to 2022
2023
$ 1,939
2022
$ 2,114
199
123
2021
$ 1,843
224
Net sales decreased primarily due to 9% lower volumes and the pass-through of lower aluminum costs of $120, partially offset
by the contractual recovery of prior years' inflationary cost increases and favorable foreign currency of $24.
Segment income increased primarily due to contractual pass-through mechanisms put in place to recover prior costs net of
current year expenses, partially offset by lower volumes and customer mix and $7 of higher depreciation associated with recent
capacity expansions.
Year ended December 31, 2022 compared to 2021
Net sales increased primarily due to the pass-through of higher aluminum costs and 3% higher volumes, partially offset by
unfavorable foreign currency translation of $177.
Segment income decreased primarily due to energy costs in excess of contractual pass-through provisions, a mismatch in
contractual aluminum pass-through provisions whereby higher cost inventory was sold at lower prices and $7 from the impact
of unfavorable foreign currency translation, partially offset by higher volumes. The aluminum pass-through provisions were
impacted by higher than normal inventory levels due to supply chain concerns and lower than expected volumes, and price
volatility in the aluminum market.
Additionally, for the year-ended December 31, 2021, segment income included certain corporate costs, including research and
development, that were not directly attributable to the Company's European Tinplate business which was sold in August 2021
and as such, could not be allocated to discontinued operations. Subsequent to the sale, the segments corporate cost structure
reflects its ongoing operations. In 2022, corporate costs decreased by $13 as compared to 2021.
Asia Pacific
The Company's Asia Pacific segment consists of beverage can operations in Cambodia, China, Indonesia, Malaysia, Myanmar,
Thailand and Vietnam and non-beverage can operations, primarily food cans and specialty packaging. Historically growth in
the beverage can market in Southeast Asia has been driven by increased per capita incomes and consumption, combined with an
increased preference for cans over other forms of beverage packaging.
To meet volume requirements in Southeast Asia, the Company added additional line capacity in Hanoi, Vietnam (2021) and
Phnom Penh, Cambodia (2022) and a new greenfield facility in Vung Tau, Vietnam (2021).
In 2023, volume softness was noted across each country in the Asia Pacific segment as the region continues to struggle with the
effects of higher inflation and interest rates. In the fourth quarter of 2023, the Company announced the closure of its beverage
can facilities in Ho Chi Minh City, Vietnam and Singapore with capacity relocated to the Company's Vung Tau, Vietnam
facility.
28
Crown Holdings, Inc.
In June 2022, the Company's Yangon, Myanmar beverage can plant was temporarily idled due to currency restrictions, which
resulted in the inability to source U.S. dollars required to procure U.S. dollar raw materials. The Company began production on
a limited basis in 2023 and had net sales of $9 for the year-ended December 31, 2023. Property, plant and equipment in
Myanmar as of December 31, 2023 was $51, including $25 of land and buildings and $26 of machinery and equipment. The
Company will continue to monitor the economic conditions and the impact to its business in Myanmar, including any
alternative uses for its machinery and equipment.
Net sales and segment income in the Asia Pacific segment were as follows:
Net sales
Segment income
Year ended December 31, 2023 compared to 2022
2023
2022
2021
$ 1,297
$ 1,615
$ 1,322
154
172
182
Net sales decreased primarily due to 14% lower volumes, the pass-through of lower aluminum costs and $8 from the impact of
unfavorable foreign currency translation.
Segment income decreased primarily due to lower volumes. Additionally, 2022 segment income was unfavorably impacted by
the mismatch in contractual aluminum pass-through provisions whereby higher cost inventory was sold at lower prices.
Year ended December 31, 2022 compared to 2021
Net sales increased primarily due to the pass-through of higher aluminum costs and 10% higher volumes, partially offset by
unfavorable foreign currency translation of $42.
Segment income decreased primarily due to a mismatch in contractual aluminum pass-through provisions whereby higher cost
inventory was sold at lower prices, partially offset by the impact of higher volumes. The aluminum pass-through provisions are
impacted by higher than normal inventory levels due to supply chain concerns and lower than expected volumes, and price
volatility in the aluminum market.
Transit Packaging
The Company's Transit Packaging segment includes the Company’s worldwide automation and equipment technologies,
protective packaging solutions and steel and plastic consumables. Automation and equipment technologies include manual,
semi-automatic and automatic equipment and tools, which are primarily used in end-of-line operations to apply and remove
consumables such as strap and film. Protective solutions include standard and purpose designed products, such as airbags, edge
protectors, and honeycomb products, among others that help prevent movement of, and/or damage to, a wide range of industrial
and consumer goods during transport. Steel and plastic consumables include steel strap, plastic strap, industrial film and other
related products that are used across a wide range of industries.
Net sales and segment income in the Transit Packaging segment were as follows:
Net sales
Segment income
Year ended December 31, 2023 compared to 2022
2023
2022
2021
$ 2,256
2,545
$ 2,530
331
281
318
Net sales decreased primarily due to $219 from lower volumes, mainly protective solutions and steel and plastic consumables,
and the pass-through of lower raw material prices.
Segment income increased primarily due to approximately $50 of cost savings from headcount reductions across the business.
Year ended December 31, 2022 compared to 2021
Net sales increased primarily due to the pass-through of higher raw material prices, partially offset by $139 from the impact of
unfavorable foreign currency translation and lower volumes.
29
Crown Holdings, Inc.
Segment income decreased primarily due to lower volumes, $20 from the impact of unfavorable foreign currency translation
and $8 from the divestiture of the segment's Kiwiplan business, partially offset by inflationary price increases in the protective
solutions business and costs savings from headcount reductions across the business.
Other
Other includes the Company's food can, aerosol can and closures businesses in North America, and beverage tooling and
equipment operations in the U.S. and U.K.. In 2021, the Company commenced operations at a new food can plant in Dubuque,
Iowa and on a new food can line in its Hanover, Pennsylvania plant. The Company added a third two-piece food can line to its
Owatonna, Minnesota plant in 2022 and is expected to add a pet food can line to its Dubuque, Iowa plant in 2024.
In 2023, the Company right-sized the beverage can equipment operations in the U.K. to reflect the expected significant
reduction in orders from global beverage can manufactures. Additionally, in the fourth quarter of 2023, the Company
announced the closure of its Decatur, IL aerosol can plant in response to lower aerosol can demand.
Net sales and segment income in Other were as follows:
Net sales
Segment income
Year ended December 31, 2023 compared to 2022
2023
2022
2021
$ 1,371
$ 1,543
$ 1,258
117
240
144
Net sales decreased primarily due to lower food and aerosol volumes of 7% and 23%, respectively.
Segment income decreased primarily due to a steel repricing gain of $48 in 2022 as compared to a repricing loss of $12 in 2023,
volume declines and customer mix and costs and expenses in excess of contractual pass-through mechanisms.
Year ended December 31, 2022 compared to 2021
Net sales increased primarily due to the pass-through of higher tinplate costs in the Company's North America food can, aerosol
can and closures businesses, partially offset by lower sales unit volumes and $17 from the impact of unfavorable foreign
currency translation.
Segment income increased primarily due to increased profitability in the Company's North America food can, aerosol can and
closures businesses due to higher self-made two-piece food can sales unit volumes, inflationary price increases and the benefit
of lower cost inventory from prior year-end partially offset by $7 from the impact of unfavorable foreign currency translation.
Additionally, in 2022 segment income included a benefit of $35 arising from steel repricing as compared to 2021.
Corporate and unallocated
Corporate and unallocated items include corporate and administrative costs, research and development, and unallocated items
such as stock-based compensation and insurance costs.
Corporate and unallocated
2023
2022
2021
$
(131)
$
(115)
$
(124)
Corporate and unallocated costs increased from 2022 primarily due to higher property insurance costs and incentive
compensation costs in 2023.
Corporate and unallocated costs decreased from 2021 to 2022 primarily due to lower incentive compensation costs.
DEPRECIATION AND AMORTIZATION
The Company periodically reviews the useful lives of property, plant and equipment. Based on the Company’s experience with
the duration over which equipment and buildings of its aluminum beverage can business can be utilized, the Company recently
engaged a third-party appraiser to assist in this review and, as a result, will increase the estimated useful lives of buildings up to
50 years and machinery and equipment up to 23 years. The change in accounting estimate will be effective beginning fiscal
year 2024 and will be applied on a prospective basis. The Company estimates this change will reduce depreciation expense by
30
Crown Holdings, Inc.
approximately $48 for 2024. The Company now expects depreciation expense of approximately $320 in 2024 compared to
$336 in 2023.
RESTRUCTURING AND OTHER, NET
In 2023, the $114 charge from restructuring and other, net, included asset impairments, termination benefits and other exit costs
primarily related to plant closures in the Americas Beverage, Asia Pacific and Other segments. See Note L for additional
information. The Company expects headcount reductions of approximately 650 employees and annual savings of
approximately $35 related to these actions.
In 2022, the benefit from restructuring and other, net, included a $113 gain from the sale of the Transit Packaging segment's
Kiwiplan business and $29 of charges related to an overhead cost reduction program initiated by the Transit Packaging segment
in the second quarter of 2022 that reduced headcount by approximately 600 employees. This action is expected to result in
annual savings of approximately $60.
There can be no assurance that pre-tax savings amounts above will be realized. The Company continues to identify cost
reduction initiatives in its businesses and it is possible that the Company may record additional restructuring charges in the
future.
OTHER PENSION AND POSTRETIREMENT
Other pension and postretirement was an expense of $49 in 2023 as compared to a benefit of $16 in 2022 due to higher post-
retirement expense as unamortized gains from prior year plan amendments are now fully amortized and higher pension expense
due to higher interest rates and lower expected return on plan assets.
Additionally, 2023 included $6 for a one-time pension termination charge related to business reorganization activities in
Europe.
INTEREST EXPENSE AND INTEREST INCOME
Interest expense increased from $253 in 2021 to $284 in 2022 and $436 in 2023 and interest income increased from $9 in 2021
to $15 in 2022 and $53 in 2023 primarily due to higher interest rates.
TAXES ON INCOME
The Company's effective income tax rates were as follows:
Income / (loss) before income taxes
Provision for / (benefit from) for income taxes
Effective income tax rate
2023
$ 795
222
2022
$ 1,056
243
27.9 %
23.0 %
2021
$ (419)
(57)
13.6 %
The increase in the effective tax rate in 2023 was primarily due to the geographic distribution of the Company's world-wide
earnings in higher-tax jurisdictions. In 2022, the effective tax rate included an income tax charge of $11 for the sale of the
Company's Transit Packaging segment's Kiwiplan business. The lower effective tax rate in 2021 included a tax benefit of $18
related to a deferred tax valuation allowance release resulting from improved profitability in a Transit Packaging corporate
entity. Additionally, the Company also recorded income tax benefits of $8, primarily related to tax law changes in India,
Turkey and the U.K.
The effective tax rate in 2021 also included tax charges of $42 in continuing operations for reorganizations and other
transactions required to prepare the European Tinplate business for sale. Additionally, the Company recorded an income tax
charge of $44 to establish a valuation allowance for deferred tax assets related to tax loss carryforwards in France. The
Company believes that it is more likely than not that these tax loss carryforwards will not be utilized after the sale of the
European Tinplate business. See Note B for more information regarding the sale of the European Tinplate business.
See Note S to the consolidated financial statements for further details of taxes on income.
31
EQUITY IN NET EARNINGS OF AFFILIATES
Crown Holdings, Inc.
Equity in earnings of affiliates was $14 in 2023. Equity in net earnings of affiliates increased from $3 in 2021 to $42 in 2022
due to the 20% ownership interest received after the sale of the Company's European Tinplate business in August 2021.
NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS
Net income attributable to noncontrolling interest increased from $128 in 2022 to $137 in 2023 primarily due to higher earnings
in the Company's beverage can operations in Brazil and the Middle East.
Net income attributable to noncontrolling interest decreased from $148 in 2021 to $128 in 2022 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 $803 in 2022 to $1,453 in 2023 primarily due to changes in working
capital.
Receivables decreased from $1,843 at December 31, 2022 to $1,719 at December 31, 2023 primarily due to lower raw material
costs and volumes, partially offset by decreased securitization and factoring. Days sales outstanding for trade receivables,
excluding the impact of unbilled receivables, was 33 at December 31, 2022 compared to 34 at December 31, 2023.
Inventories decreased from $2,014 at December 31, 2022 to $1,613 at December 31, 2023 primarily due to higher levels of
inventory at December 31, 2022 in certain segments and lower cost of raw materials in 2023. Inventory turnover increased from
63 days at December 31, 2022 to 67 days at December 31, 2023.
Accounts payable decreased from $2,773 at December 31, 2022 to $2,459 at December 31, 2023 primarily due to lower
purchases in 2023 as a result of inventory builds at December 31, 2022. Days outstanding for trade payables decreased from 90
days at December 31, 2022 to 89 days at December 31, 2023.
INVESTING ACTIVITIES
Cash used for investing activities increased from $642 in 2022 to $804 in 2023 primarily due to proceeds of $180 received in
2022 from the sale of the Transit Packing segments's Kiwiplan business and the purchase of Helvetia Packaging AG for $126 in
2023, offset by a distribution of $68 from the Company's equity method investment in a European tinplate business.
The Company currently expects capital expenditures in 2024 to be approximately $500.
At December 31, 2023, the Company had approximately $85 of capital commitments primarily related to its Americas
Beverage segment. The Company expects to fund these commitments primarily through cash generated from operations.
FINANCING ACTIVITIES
Financing activities used cash of $25 in 2022 and provided cash of $116 in 2023.
In May 2023, the Company issued €500 principal amount of 5.0% senior unsecured notes due 2028. Additionally, in December
2023, the Company issued €500 principal amount of 4.75% senior unsecured notes due 2029 and used a portion of the proceeds
to pay down the U.S. dollar term loan facility.
In March 2022, the Company issued $500 principal amount of 5.250% senior unsecured notes due 2030. In August 2022, the
Company amended the credit agreement governing its senior secured credit facilities and used proceeds to redeem senior notes
due in 2023.
Additionally, during 2022, the Company repurchased $722 of common stock.
32
LIQUIDITY
Crown Holdings, Inc.
As of December 31, 2023, $758 of the Company's $1,310 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., $639 was held by
subsidiaries for which earnings are considered indefinitely reinvested.
The Company's revolving credit agreements provide capacity of $1,650 and, as of December 31, 2023, the Company had
available capacity of $1,585. The Company could have borrowed this amount at December 31, 2023 and still have been in
compliance with its leverage ratio covenant.
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 provided that the Company is in
compliance with applicable financial and other covenants and meets certain liquidity requirements.
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 3.16 to 1.0 at December 31, 2023 was in compliance with the covenant requiring a ratio no greater than 4.5
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.
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 any required premiums and then existing market conditions and may determine not to pursue such
transactions.
The Company's current sources of liquidity also include various securitization facilities. In 2023, the Company amended a
securitization agreement to extend the term through July 2025 and increase the program limit from $700 to $800 and another
securitization to increase the program limit from $200 to $230 and extend the term through November 2025. The Company also
has a securitization facility with a program limit of $160 that expires in November 2025. The Company accounts for transfers
under these facilities as sales as further discussed in Note D to the consolidated statements.
The Company utilizes its cash flows from operations, borrowings under its revolving credit facilities and the acceleration of
cash receipts under its receivables securitization and factoring programs to primarily fund its operations, capital expenditures
and financing obligations.
The Company also manages its various pension plan liabilities through the opportunistic purchase of annuity insurance
contracts for portions of outstanding defined pension obligations using plan assets. See Note R for further information on the
annuity purchase contract the Company entered into in 2021 to transfer the U.K. defined benefit pension obligation to an
insurer.
Future annuity purchase contracts could be significant and result in the Company making additional pension contributions and
recording pension settlement charges. As of December 31, 2023, the Company had $686 of net losses related to pension benefit
obligations recorded in accumulated other comprehensive income.
Cash payments required for purchase obligations and projected pension contributions in effect at December 31, 2023, are
summarized in the following table.
33
Crown Holdings, Inc.
2024
2025
2026
2027
2028
2029 &
after
Total
Payments Due by Period
Purchase obligations (1)
Projected pension contributions (2)
Total
$
$
3,182 $
43
3,225 $
1,995 $
55
2,050 $
1,661 $
46
1,707 $
1,652 $
36
1,688 $
1,171 $
55
1,226 $
72 $
—
72 $
9,733
235
9,968
All amounts due in foreign currencies are translated at exchange rates as of December 31, 2023.
(1) These purchase commitments specify significant terms, including fixed or minimum quantities to be purchased; fixed, minimum or variable pricing
provisions; and the approximate timing of transactions.
(2) Pension 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 therefore projected contributions been provided for only five years.
Our long term debt obligations, including fixed and variable rate debt, are further discussed in Note M. The Company currently
expects interest payments on debt and securitization and factoring in 2024 to be approximately $367. This estimate is based on
projected interest rates as of December 31, 2023, long-term debt balances, average borrowings under the revolving credit
facility and securitization and factoring estimates.
The Company also 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.
Supplemental Guarantor Financial Information
As disclosed in Note M, the Company and certain of its 100% directly or indirectly owned subsidiaries provide guarantees of
senior notes and debentures issued by other 100% directly or indirectly owned subsidiaries. These senior notes and debentures
are fully and unconditionally guaranteed by the Company and substantially all of its subsidiaries in the U.S., except in the case
of the Company’s outstanding senior notes issued by Crown Cork & Seal Company, Inc., which are fully and unconditionally
guaranteed by Crown Holdings, Inc. (Parent). No other subsidiary guarantees the debt and the guarantees are made on a joint
and several basis.
The senior notes and guarantees are senior unsecured obligations of the issuers and the guarantors, and are:
•
•
•
•
effectively subordinated to all existing and future secured indebtedness of the issuers and the guarantors to the extent
of the value of the assets securing such indebtedness, including any borrowings under the Company’s senior secured
credit facilities, to the extent of the value of the assets securing such indebtedness;
structurally subordinated to all indebtedness of the Company’s non-guarantor subsidiaries, which include all of the
Company’s foreign subsidiaries and any U.S. subsidiaries that are neither obligors nor guarantors of the Company’s
senior secured credit facilities;
ranked equal in right of payment to any existing or future senior indebtedness of the issuers and the guarantors; and
ranked senior in right of payment to all existing and future subordinated indebtedness of the issuers and the guarantors.
Each guarantee of a guarantor is limited to an amount not to exceed the maximum amount that can be guaranteed that will not
(after giving effect to all other contingent and fixed liabilities of such guarantor and after giving effect to any collections from,
rights to receive contribution from or payments made by or on behalf of all other guarantors in respect of the obligations of such
other guarantors under their respective guarantees of the guaranteed obligations) render the guarantee, as it relates to such
guarantor, voidable under applicable law relating to fraudulent conveyances or fraudulent transfers.
A guarantee of a guarantor other than the Parent will be unconditionally released and discharged upon any of the following:
•
•
•
any transfer (including, without limitation, by way of consolidation or merger) by the Parent or any subsidiary of the
Parent to any person or entity that is not the Parent or a subsidiary of the Parent of (1) all of the equity interests of, or
all or substantially all of the properties and assets of, such guarantor; or (2) equity interests of such guarantor or any
issuance by such guarantor of its equity interests, such that such guarantor ceases to be a subsidiary of the Parent;
provided that such guarantor is also released from all of its obligations in respect of indebtedness under the Company’s
senior secured credit facilities;
the release of such guarantor from all obligations of such guarantor in respect of indebtedness under the Company’s
senior secured credit facilities, except to the extent such guarantor is otherwise required to provide a guarantee; or
upon the contemporaneous release or discharge of all guarantees by such guarantor which would have required such
guarantor to provide a guarantee under the applicable indenture.
34
Crown Holdings, Inc.
The following tables present summarized financial information related to the senior notes issued by the Company’s subsidiary
debt issuers and guarantors on a combined basis for each issuer and its guarantors (together, an “obligor group”) after
elimination of (i) intercompany transactions and balances among the Parent and the guarantors and (ii) equity in earnings from
and investments in any subsidiary that is a non-guarantor. Crown Cork Obligor group consists of Crown Cork & Seal
Company, Inc. and the Parent. Crown Americas Obligor group consists of Crown Americas LLC, Crown Americas Capital
Corp. V, Crown Americas Capital Corp. VI, the Parent, and substantially all of the Company’s subsidiaries in the U.S.
Crown Cork Obligor Group
Net sales
Gross Profit
Income from operations
Net income from continuing operations1
Net income attributable to Crown Holdings1
(1) Includes $52 of expense related to intercompany interest with non-guarantor subsidiaries.
Current assets
Non-current assets
Current liabilities
Non-current liabilities1
(1) Includes payables of $5,514 due to non-guarantor subsidiaries
Crown Americas Obligor Group
Net sales1
Gross profit2
Income from operations2
Net income from continuing operations3
Net income attributable to Crown Holdings3
(1) Includes $477 of sales to non-guarantor subsidiaries
(2) Includes $48 of gross profit related to sales to non-guarantor subsidiaries
(3) Includes $26 of income related to intercompany interest and technology royalties with non-guarantor subsidiaries
Current assets1
Non-current assets2
Current liabilities3
Non-current liabilities4
(1) Includes receivables of $30 due from non-guarantor subsidiaries
(2) Includes receivables of $189 due from non-guarantor subsidiaries
(3) Includes payables of $35 due to non-guarantor subsidiaries
(4) Includes payables of $2,134 due to non-guarantor subsidiaries
$
$
$
$
December 31, 2023
—
—
2
(70)
(70)
December 31, 2023
22
29
48
6,265
December 31, 2023
4,968
779
282
(39)
(39)
December 31, 2023
1,423
3,850
1,166
6,553
The senior notes are structurally subordinated to all indebtedness of the Company’s non-guarantor subsidiaries. The non-
guarantors are separate and distinct legal entities and have no obligation, contingent or otherwise, to pay any amounts due
pursuant to the senior notes, or to make any funds available therefore, whether by dividends, loans, distributions or other
payments. Any right that the Company or the guarantors have to receive any assets of any of the non-guarantors upon the
liquidation or reorganization of any non-guarantor, and the consequent rights of holders of senior notes to realize proceeds from
the sale of any of a non-guarantor’s assets, would be effectively subordinated to the claims of such non-guarantor’s creditors,
including trade creditors and holders of preferred equity interests, if any, of such non-guarantor. Accordingly, in the event of a
bankruptcy, liquidation or reorganization of any of the non-guarantors, the non-guarantors will pay the holders of their debts,
35
Crown Holdings, Inc.
holders of preferred equity interests, if any, and their trade creditors before they will be able to distribute any of their assets to
the Company or any of the guarantors.
Under U.S. federal bankruptcy laws or comparable provisions of state fraudulent transfer laws, the issuance of the senior note
guarantees by the guarantors could be voided, or claims in respect of such obligations could be subordinated to all of their other
debts and other liabilities, if, among other things, at the time the guarantors issued the related senior note guarantees, the
Company or the applicable guarantor intended to hinder, delay or defraud any present or future creditor, or received less than
reasonably equivalent value or fair consideration for the incurrence of such indebtedness and either:
•
•
•
was insolvent or rendered insolvent by reason of such incurrence;
was engaged in a business or transaction for which the Company’s or such guarantor’s remaining assets constituted
unreasonably small capital; or
intended to incur, or believed that it would incur, debts beyond its ability to pay such debts as they mature.
Each guarantee provided by a guarantor includes a provision intended to limit the guarantor’s liability to the maximum amount
that it could incur without causing the incurrence of obligations under its guarantee to be a fraudulent transfer or conveyance.
This provision may not be effective to protect those guarantees from being avoided under fraudulent transfer or conveyance
law, or it may reduce that guarantor’s obligation to an amount that effectively makes its guarantee worthless, and we cannot
predict whether a court will ultimately find it to be effective.
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 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, 2023 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. The contract with no amount in
the average contractual exchange rate has an exchange rate less than $.01.
Buy/Sell
U.S. dollars/Brazilian real
Euro/Swiss franc
Euro/U.S. dollars
Singapore dollars/U.S. dollars
Euro/Danish krone
Euro/Swedish krona
Sterling/Euro
Euro/Sterling
U.S. dollars/Thai baht
Canadian dollars/U.S. dollars
U.S. dollars/Turkish lira
U.S. dollars/Euro
U.S. dollars/Indonesian rupiah
U.S. dollars/Sterling
Euro/Australian dollars
Contract
fair value
gain/(loss)
Average
contractual
exchange rate
(1)
(1)
—
1
—
—
—
—
(1)
—
—
—
—
—
—
(2)
0.20
1.08
0.90
1.34
0.13
0.09
0.87
1.15
0.03
1.32
0.03
1.08
—
1.23
0.61
101 $
72
57
53
40
39
37
36
36
30
20
11
9
7
7
555 $
Contract
amount
$
$
36
Crown Holdings, Inc.
At December 31, 2023, the Company had additional contracts with an aggregate notional value of $24 to purchase or sell other
currencies, primarily Asian currencies, including the Chinese yuan, Indonesian rupiah, Malaysian ringgit, Singapore dollar and
Thai baht; European currencies, including the Polish zloty and the New Zealand dollar. The aggregate fair value of these
contracts was a loss of $1.
At December 31, 2023, the Company had cross-currency swaps with an aggregate notional values of $875. The swaps are
designated as hedges of the Company's net investment in a euro-based subsidiary and mature in 2026. The fair value of these
contracts at December 31, 2023 was a net gain of $47.
Total future payments of long-term debt obligations at December 31, 2023 include $3,885 of U.S. dollar-denominated debt,
$3,571 of euro-denominated debt and $40 of debt denominated in other currencies.
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. As of December 31, 2023, the Company had $2.2 billion principal floating interest rate debt and $1.1 billion
of securitization and factoring. A change of 0.25% in these floating interest rates would change annual interest expense by
approximately $8 million before tax. The actual effect of a 0.25% increase in these floating interest rates could be more than $8
million as the Company’s average borrowings on its variable rate debt and securitization and factoring may be higher during the
year than the amount at December 31, 2023.
The Company uses various raw materials, such as aluminum and steel in its manufacturing operations, which expose it to risk
from adverse fluctuations in commodity prices. In 2023, consumption of aluminum and steel represented 44% and 8% 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 also uses commodity forward contracts to manage its exposure to these raw material costs. 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, 2023, the Company had forward commodity contracts to hedge
aluminum price fluctuations with a notional value of $160 and a net gain of less than $1. 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.
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 P to the consolidated financial statements for additional information on environmental matters including the
Company's accrual for environmental remediation costs.
37
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Crown Holdings, Inc.
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.
Asbestos Liabilities
The Company’s potential liability for asbestos cases is 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.
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
relate to serious diseases and are therefore valued at higher dollar amounts. As of December 31, 2023, more than 90% of the
projected future claims in the Company’s accrual calculation relate to claims alleging serious diseases such as mesothelioma.
The five year average settlement cost per claim was $13,000 in 2021, $14,300 in 2022 and $15,800 in 2023. 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, 2023 by $20. A 10% increase in these two factors at the same time
would increase the estimated liability at December 31, 2023 by $43. A 10% decrease in these two factors at the same time
would decrease the estimated liability at December 31, 2023 by $39.
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.
38
Crown Holdings, Inc.
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 utilizes significant
assumptions relating to EBITDA and revenue multiples used in recent similar transactions, if any, and EBITDA and revenue
multiples of similar type and size public companies. 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 2023 and determined that no adjustments to the carrying value of goodwill were
necessary. Although no goodwill impairment was recorded, there can be no assurances that future goodwill impairments will
not occur.
Long-lived Assets Impairment
The Company performs an impairment review of its long-lived assets, including finite-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.
In June 2022, the Company's Yangon, Myanmar beverage can plant was temporarily idled due to currency restrictions, which
resulted in the inability to source U.S. dollars required to procure U.S. dollar raw materials. The Company began production on
a limited basis in 2023. The Company performed a recoverability analysis for the long-lived asset group, which indicated that
the carrying value of the asset group was recoverable as of December 31, 2023. Property, plant and equipment as of December
31, 2023 was $51, including $25 of land and buildings and $26 of machinery and equipment.
Tax Valuation Allowance
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.
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 $64 in 2023 and currently projects its 2024 pension expense to be $56, using foreign currency exchange
rates in effect at December 31, 2023. 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
39
Crown Holdings, Inc.
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 7.15% in 2023. A 0.50% change in the expected rates of return would change 2024
pension expense by approximately $6.
Discount rates were selected using a method that matches projected payouts from the plans to an actuarial 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 0.50% change in the discount rates from those used at
December 31, 2023 would change 2024 pension expense by approximately $3 and postretirement expense by less than $1. A
0.50% change in the discount rates from those used at December 31, 2023 would have changed the pension benefit obligation
by approximately $66 and the postretirement benefit obligation by approximately $4 as of December 31, 2023. See Note R to
the consolidated financial statements for additional information on pension and postretirement benefit obligations and
assumptions.
As of December 31, 2023, the Company had a pre-tax unrecognized net loss in accumulated other comprehensive income of
$686 related to its pension plans and a pre-tax unrecognized net gain in accumulated other comprehensive income of $3 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. 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, 2023 included charges of $46 for the amortization of
accumulated net losses, and the Company estimates charges of $48 in 2024. 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 - 16 years. An increase of 10% in the
number of years used to amortize unrecognized losses in each plan would decrease estimated charges for 2024 by $4. A
decrease of 10% in the number of years would increase the estimated 2024 charge by $5.
RECENT ACCOUNTING GUIDANCE
In November 2023, the Financial Accounting Standards Board issued new guidance that requires incremental disclosures
related to reportable segments. That standard requires disclosure, on an annual and interim basis, of significant segment
expenses that are regularly provided to the chief operating decision maker ("CODM") and included within each reported
measure of profit or loss. The title and position of the CODM and how the reported measure of segment profit or loss is used by
the CODM to assess segment performance and allocate resources is also required to be disclosed. The standard also permits
disclosure of additional measures of segment profit. The standard is effective for fiscal years beginning after December 15,
2023, and interim periods within fiscal years beginning after December 15, 2024. The Company is currently evaluating the
impact of adopting this standard on its disclosures.
In December 2023, the Financial Accounting Standards Board issued a final standard on improvements to income tax
disclosures. The standard requires disclosure of specific categories within the effective tax rate reconciliation and details about
significant reconciling items, subject to a quantitative threshold. The standard also requires information on income taxes paid
disaggregated by federal, state and foreign based on a quantitative threshold. The standard is effective for fiscal years beginning
after December 15, 2024. Early adoption is permitted. The standard is applied prospectively with an option for retrospective
adoption. The Company is currently evaluating the impact of adopting this standard on its disclosures.
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
40
Crown Holdings, Inc.
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, (vii)
the Company's progress on sustainability and environmental matters and (viii) 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, and applicable 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
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 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; 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 actual or potential dispositions, acquisitions or other strategic
realignments (such as the Company's recently completed divestiture of its European Tinplate business), 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; the impact of the COVID-19 pandemic, as well as
the quarantines and other governmental and non-governmental restrictions which have been imposed throughout the world in an
effort to contain, mitigate, or vaccinate against it; 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-
41
Crown Holdings, Inc.
sweetened beverages or energy drinks, the impact of 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.
42
Crown Holdings, Inc.
ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO FINANCIAL STATEMENTS
Financial Statements
Management’s Report on Internal Control Over Financial Reporting ......................................................
Report of Independent Registered Public Accounting Firm (PricewaterhouseCoopers LLP,
Philadelphia, Pa, Auditor Firm ID: 238) ...................................................................................................
Consolidated Statements of Operations for the years ended December 31, 2023, 2022 and 2021 ...........
Consolidated Statements of Comprehensive Income for the years ended December 31, 2023, 2022
and 2021 ....................................................................................................................................................
Consolidated Balance Sheets as of December 31, 2023 and 2022 ............................................................
Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021 ..........
Consolidated Statements of Changes in Shareholders' Equity for the years ended December 31, 2023,
2022 and 2021 ...........................................................................................................................................
Notes to Consolidated Financial Statements .............................................................................................
Note A. Summary of Significant Accounting Policies ....................................................................
Note B. Acquisitions and Divestitures ............................................................................................
Note C. Cash, Cash Equivalents, and Restricted Cash ....................................................................
Note D. Receivables ........................................................................................................................
Note E. Inventories ..........................................................................................................................
Note F. Goodwill .............................................................................................................................
Note G. Intangible Assets ................................................................................................................
Note H. Property, Plant and Equipment ..........................................................................................
Note I. Leases ..................................................................................................................................
Note J. Other Non-Current Assets ...................................................................................................
Note K. Accrued Liabilities .............................................................................................................
Note L. Restructuring and Other ......................................................................................................
Note M. Debt ...................................................................................................................................
Note N. Derivative and Other Financial Instruments ......................................................................
Note O. Asbestos-Related Liabilities ...............................................................................................
Note P. Commitments and Contingent Liabilities ...........................................................................
Note Q. Other Non-Current Liabilities ............................................................................................
Note R. Pension and Other Postretirement Benefits ........................................................................
Note S. Income Taxes ......................................................................................................................
Note T. Capital Stock .......................................................................................................................
Note U. Accumulated Other Comprehensive Loss Attributable to Crown Holdings ......................
Note V. Revenue ..............................................................................................................................
Note W. Stock-Based Compensation ...............................................................................................
Note X. Earnings Per Share .............................................................................................................
Note Y. Segment Information ..........................................................................................................
Financial Statement Schedule
Schedule II – Valuation and Qualifying Accounts and Reserves for the years ended December 31, 2023,
2022 and 2021 ..................................................................................................................................................
44
45
47
48
49
50
51
52
52
56
57
57
58
58
58
59
59
60
61
61
63
64
68
70
71
72
80
82
83
83
84
85
86
89
43
Management’s Report on Internal Control Over Financial Reporting
Crown Holdings, Inc.
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, 2023. 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, 2023, 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, 2023 has been audited by
PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein.
44
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, 2023 and 2022, 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, 2023, 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, 2023,
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, 2023 and 2022, and the results of its operations and its cash flows for each of the
three years in the period ended December 31, 2023 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, 2023, based on criteria established in Internal Control - Integrated Framework (2013)
issued by the COSO.
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 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.
45
Critical Audit Matters
Crown Holdings, Inc.
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 Assessments – Certain Reporting Units in the Transit Packaging and Other Segments
As described in Notes A and F to the consolidated financial statements, the Company’s consolidated goodwill balance was $3.1
billion as of December 31, 2023, a portion of which relates to certain reporting units in the Transit Packaging and Other
segments. Management performs a goodwill impairment review in the fourth quarter of each year or when facts and
circumstances indicate goodwill may be impaired. 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. The income approach utilizes significant
assumptions relating to revenue and Adjusted EBITDA (defined by the Company as net customer sales, less cost of products
sold excluding depreciation and amortization, less selling and administrative expenses) margin growth rates, discount rates, and
terminal year exit multiples. As disclosed by management, under the market approach, management utilizes significant
assumptions relating to EBITDA and revenue multiples used in recent similar transactions, if any, and EBITDA and revenue
multiples of similar type and size public companies.
The principal considerations for our determination that performing procedures relating to the goodwill impairment assessments
of certain reporting units in the Transit Packaging and Other segments is a critical audit matter are (i) the significant judgment
by management when developing the fair value estimate of the reporting units; (ii) a high degree of auditor judgment,
subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to revenue and
Adjusted EBITDA margin growth rates, discount rate, and EBITDA and revenue multiples for a reporting unit in the Transit
Packaging segment and revenue and Adjusted EBITDA margin growth rates for a reporting unit in the Other segment; and (iii)
the audit effort involved the use of professionals with specialized skill and knowledge.
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 assessments, including controls over the valuation of certain reporting units in the Transit
Packaging and Other segments. These procedures also included, among others (i) testing management’s process for developing
the fair value estimate of the reporting units; (ii) evaluating the appropriateness of the income and market approaches used by
management for the reporting unit in the Transit Packaging segment and the income approach used by management for the
reporting unit in the Other segment; (iii) testing the completeness and accuracy of the underlying data used in the income and
market approaches, where applicable; and (iv) evaluating the reasonableness of the significant assumptions used by
management related to revenue and Adjusted EBITDA margin growth rates, discount rate, and EBITDA and revenue multiples
for the reporting unit in the Transit Packaging segment and related to revenue and Adjusted EBITDA margin growth rates for
the reporting unit in the Other segment. Evaluating management’s assumptions related to revenue and Adjusted EBITDA
margin growth rates involved evaluating whether the assumptions used by management were reasonable considering (i) the
current and past performance of the reporting units; (ii) the consistency with external market and industry data; and (iii) 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 evaluating (i) the appropriateness of the income and market approaches, and (ii) the
reasonableness of the revenue growth rate, discount rate and EBITDA and revenue multiples assumptions for the reporting unit
in the Transit Packaging segment.
/s/ PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
February 27, 2024
We have served as the Company’s auditor since 1928.
46
Crown Holdings, Inc.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in millions except per share data)
For the Years Ended December 31
Net sales
2023
2022
2021
$ 12,010
$ 12,943
$ 11,394
Cost of products sold, excluding depreciation and amortization
9,546
10,643
9,029
Depreciation and amortization
Selling and administrative expense
Restructuring and other, net
Income from operations
Loss from early extinguishments of debt
Other pension and postretirement
Interest expense
Interest income
Foreign exchange
Income / (loss) from continuing operations before income taxes
and equity in net earnings of affiliates
Provision for / (benefit from) income taxes
Equity in net earnings of affiliates
Net income / (loss) from continuing operations
Net income/ (loss) from discontinued operations
Net income / (loss)
Net income from continuing operations attributable to
noncontrolling interests
Net income from discontinued operations attributable to
noncontrolling interests
Net income / (loss) attributable to Crown Holdings
Net income / (loss) from continuing operations attributable to Crown
Holdings
Net income / (loss) from discontinued operations attributable to
Crown Holdings
Net income / (loss) attributable to Crown Holdings
Earnings per common share attributable to Crown Holdings:
Basic earnings / (loss) per common share from continuing operations
Basic earnings / (loss) per common share from discontinued
operations
Basic
Diluted earnings / (loss) per common share from continuing
operations
Diluted earnings / (loss) per common share from discontinued
operations
Diluted
499
582
114
1,269
1
49
436
(53)
41
795
222
14
587
—
587
137
—
450
450
—
450
3.77
—
$
$
$
$
$
3.77
$
3.76
—
$
3.76
$
460
556
(52)
1,336
11
(16)
284
(15)
16
1,056
243
42
855
—
855
128
—
727
727
—
727
6.01
—
6.01
5.99
—
5.99
447
583
(28)
1,363
68
1,515
253
(9)
(45)
(419)
(57)
3
(359)
(52)
(411)
148
1
$
(560)
(507)
(53)
(560)
(3.89)
(0.41)
(4.30)
(3.89)
(0.41)
(4.30)
$
$
$
The accompanying notes are an integral part of these consolidated financial statements.
47
Crown Holdings, Inc.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in millions)
For the Years Ended December 31
Net income / (loss)
Other comprehensive income / (loss), net of tax
Foreign currency translation adjustments
Pension and other postretirement benefits
Derivatives qualifying as hedges
Total other comprehensive income
Total comprehensive income
Net income attributable to noncontrolling interests
Translation adjustments attributable to noncontrolling interests
Pension and other postretirement benefits attributable to noncontrolling
interests
Derivatives qualifying as hedges attributable to noncontrolling interests
2023
2022
2021
$
587 $
855 $
(411)
176
22
8
206
793
137
1
—
(41)
83
(40)
601
696
(2)
2
1,295
857
128
(2)
1
(3)
884
149
(1)
—
1
Comprehensive income attributable to Crown Holdings
$
655 $
733 $
735
The accompanying notes are an integral part of these consolidated financial statements.
48
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, net
Property, plant and equipment, net
Operating lease right-of-use assets, net
Other non-current assets
Total assets
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; 500,000,000 shares authorized;
185,744,072 shares issued; 120,644,313 and 119,945,302 shares outstanding
in 2023 and 2022 (Note T)
Additional paid-in capital
Retained earnings
Accumulated other comprehensive loss
Crown Holdings shareholders’ equity
Total equity
Total liabilities and equity
$
$
$
2023
2022
$
$
$
1,310
1,719
1,613
191
4,833
3,117
1,258
5,062
211
553
15,034
16
759
45
2,459
922
4,201
6,699
414
175
681
454
—
604
17
3,476
(1,687)
2,410
2,864
550
1,843
2,014
252
4,659
2,951
1,358
4,540
221
572
14,301
76
109
44
2,773
930
3,932
6,792
394
184
712
438
—
600
—
3,141
(1,892)
1,849
2,287
$
15,034
$
14,301
The accompanying notes are an integral part of these consolidated financial statements.
49
Crown Holdings, Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS (in millions)
For the Years Ended December 31
Cash flows from operating activities
Net income / (loss)
2023
2022
2021
$
587 $
855 $
(411)
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation and amortization
Restructuring and other
Loss from disposal of discontinued operations
Pension and postretirement expense
Pension contributions
Asbestos payments
Stock-based compensation
Loss from early extinguishments of debt
Deferred income taxes
Changes in assets and liabilities:
Receivables
Inventories
Accounts payable and accrued liabilities
Prepaids and other assets
Other, net
Net cash provided by operating activities
Cash flows from investing activities
Capital expenditures
Proceeds from sale of businesses, net of cash
Proceeds from sale of property, plant and equipment
Acquisitions of businesses, net of cash
Net investment hedges
Distribution from equity method investment
Other
499
114
—
70
(19)
(17)
31
1
(53)
98
463
(413)
31
61
1,453
(793)
—
17
(126)
25
68
5
460
(52)
—
12
53
(21)
29
11
28
29
(299)
(149)
(44)
(109)
803
(839)
182
15
(31)
26
7
(2)
463
(26)
101
1,548
(236)
(19)
33
68
(248)
(590)
(609)
873
(40)
(2)
905
(816)
2,255
44
—
25
—
(1)
Net cash (used for) / provided by investing activities
(804)
(642)
1,507
Cash flows from financing activities
Net change in revolving credit facility and short-term debt
Proceeds from long-term debt
Payments of long-term debt
Premiums paid to retire debt
Debt issuance costs
Foreign exchange derivatives related to debt
Dividends paid to noncontrolling interests
Dividends paid to shareholders
Common stock repurchased
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
The accompanying notes are an integral part of these consolidated financial statements.
50
(398)
1,096
(312)
—
(16)
(1)
(126)
(115)
(12)
116
(4)
761
639
268
2,953
12
144
(2,278)
(1,834)
(4)
(25)
(11)
(100)
(106)
(722)
(25)
(90)
46
593
(64)
—
(25)
(122)
(105)
(950)
(2,944)
(113)
(645)
1,238
593
$
1,400 $
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T
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, through its subsidiaries, is a leading global, diversified packaging business that manufactures metal cans and
ends (aluminum and steel) for the beverage, food and aerosol industries and a wide range of transit packaging products and
solutions from multiple substrates including steel, paper, and plastic. The Company's transit packaging products include
automation and equipment technologies, protective packaging solutions and steel and plastic consumables 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 ("GAAP") 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 over 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. The proportionate share of the net income
resulting from these investments is reported in Equity in net earnings of affiliates in the Consolidated Statements of Operations.
The carrying values of the Company's equity method investments are reported in Other non-current assets in the Consolidated
Balance Sheets. Equity method investments are reported at cost and adjusted each period for the Company's share of the
investee's income or loss and dividends paid, if any. The Company classifies distributions received from equity method
investees using the cumulative earnings approach. The Company assesses investments for impairment whenever events or
changes in circumstances indicate that the carrying value of an investment may not be recoverable.
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. 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 Transit Packaging 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.
52
Crown Holdings, Inc.
Revenue that is recognized over time 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 adjusts 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 highly liquid 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 Credit Losses. Trade accounts receivable are recorded at the invoiced amount and
do not bear interest. The measurement of expected credit losses is based on past events, including historical experience, current
conditions and forecasts that affect the collectability of accounts receivable.
Inventory Valuation. Inventories are stated at the lower of cost or net realizable value, 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. Maintenance and repairs, including labor and material costs for planned major maintenance such as annual production
53
Crown Holdings, Inc.
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 is
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 (a non-
GAAP item defined by the Company as net customer sales, less cost of products sold excluding depreciation and amortization,
less selling and administrative expenses) margin growth rates, discount rates and terminal year exit multiples. 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.
Finite-lived intangible assets are carried at cost less accumulated amortization. Finite-lived intangibles are amortized on a
straight-line basis over their estimated useful lives described below (in years).
Customer relationships
Trade names
Technology
Long-term supply contracts
Patents
10 - 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 finite-lived intangible assets, may be impaired, the Company performs a recoverability
evaluation. If the evaluation indicates that the carrying value of an asset group 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 relate.
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.
54
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 Company has made an accounting policy election to treat taxes due on future U.S.
inclusions of certain intangible income of foreign subsidiaries 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
forecasted transactions become probable of not occurring. 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.
Research and Development. Research, development and engineering costs of $33 in 2023, $34 in 2022, and $47 in 2021 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
On January 1, 2023, the Company adopted new guidance which requires enhanced disclosures of supplier finance programs.
The guidance requires buyers in a supplier finance program to disclose sufficient information about the program’s nature,
activity during the period, changes from period to period, and potential magnitude.
The Company has various supplier finance programs under which the Company agrees to pay banks the stated amount of
confirmed invoices from its designated suppliers on the original maturity dates of the invoices. Suppliers, at their sole
discretion, have the opportunity to sell their receivables due from the Company earlier than contracted payment terms. The
Company or the banks may terminate the agreements upon at least 30 days' notice. The Company does not have assets pledged
as collateral for supplier finance programs. The supplier invoices that have been confirmed as valid under the programs
typically have payment terms of 150 days or less, consistent with the commercial terms and conditions as agreed upon with
suppliers. The Company had $862 and $1,037 confirmed obligations outstanding under these supplier finance programs as of
December 31, 2023 and December 31, 2022 included in Accounts Payable.
55
Recently Issued Accounting Standards
Crown Holdings, Inc.
In November 2023, the Financial Accounting Standards Board issued new guidance that requires incremental disclosures
related to reportable segments. That standard requires disclosure, on an annual and interim basis, of significant segment
expenses that are regularly provided to the chief operating decision maker ("CODM") and included within each reported
measure of profit or loss. The title and position of the CODM and how the reported measure of segment profit or loss is used by
the CODM to assess segment performance and allocate resources is also required to be disclosed. The standard also permits
disclosure of additional measures of segment profit. The standard is effective for fiscal years beginning after December 15,
2023, and interim periods within fiscal years beginning after December 15, 2024. The Company is currently evaluating the
impact of adopting this standard on its disclosures.
In December 2023, the Financial Accounting Standards Board issued a final standard on improvements to income tax
disclosures. The standard requires disclosure of specific categories within the effective tax rate reconciliation and details about
significant reconciling items, subject to a quantitative threshold. The standard also requires information on income taxes paid
disaggregated by federal, state and foreign based on a quantitative threshold. The standard is effective for fiscal years beginning
after December 15, 2024. Early adoption is permitted. The standard is applied prospectively with an option for retrospective
adoption. The Company is currently evaluating the impact of adopting this standard on its disclosures.
B. Acquisitions and Divestitures
On October 3, 2023, the Company completed its acquisition of Helvetia Packaging AG ("Helvetia"), a beverage can and end
manufacturing facility in Saarlouis, Germany for $126, subject to adjustment. The addition of Helvetia expands the Company's
European Beverage segment into Germany, adding capacity to serve growing demand for beverage cans. Based on preliminary
valuation, identifiable assets acquired primarily includes property, plant and equipment of $70 and customer relationship
intangible assets of $19, with estimated goodwill acquired of $37. The Company has not finalized the determination of the fair
value of assets acquired and liabilities assumed, including income taxes and contingencies. The Company expects to finalize its
purchase accounting within one year of the acquisition date.
In April 2022, the Company completed the sale of the Transit Packaging segment's Kiwiplan business and received pre-tax
proceeds of $180. The Company recorded a pre-tax gain of $113 ($102, net of tax) on the sale, which is reported in
Restructuring and other, net in the Consolidated Statements of Operations. The transaction did not represent a strategic shift
that had a major effect on the Company's operations and financial results, and therefore did not qualify for reporting as a
discontinued operation.
On August 31, 2021, the Company completed the sale (the “Transaction”) of its European Tinplate business (the “Business”) to
Kouti B.V., an affiliate of KPS Capital Partners LP. The Business comprised the Company’s European Food segment and its
European Aerosol and Promotional Packaging reporting unit which was previously reported in Other. The Company received
pre-tax proceeds of approximately €1.9 billion ($2.3 billion) from the Transaction and received a 20% minority interest in the
Business. For the year ended December 31, 2021, the Company recorded a pre-tax loss of $101 and tax charges of $81 related
to taxable gains on the sale of the Business.
Major components of net loss from discontinued operations were as follows:
56
Crown Holdings, Inc.
For the Year Ended December 31
Net sales
Cost of products sold, excluding depreciation and amortization
2021
$
1,585
1,301
Depreciation and amortization
Selling and administrative expense
Restructuring and other
Other pension and postretirement
Interest expense
Foreign exchange
Loss on sale of discontinued businesses
Transaction costs
Income from discontinued operations before tax
Provision for income taxes
Net loss from discontinued operations
Net income from discontinued operations attributable to noncontrolling interests
Net loss from discontinued operations attributable to Crown Holdings
$
16
60
2
1
6
—
101
34
64
116
(52)
1
(53)
The Business had capital expenditures of $29 for the year ended December 31, 2021.
The Company accounts for the minority interest received in the Business under the equity method. The Company's share of
income of the Business was $9 and $34 for the years ended December 31, 2023 and 2022 and a loss of $8 for the year ended
December 31, 2021 and is reported in Equity in net earnings of affiliates in the Consolidated Statements of Operations. The
Company received distributions from the Business of $83 and $26 in the years ended December 31, 2023 and 2022.
C. Cash, Cash Equivalents, and Restricted Cash
Cash, cash equivalents, and restricted cash included in the Company's Consolidated Balance Sheets and Statements of Cash
Flows were as follows:
Cash and cash equivalents
Restricted cash included in prepaid expenses and other current assets
Total cash, cash equivalents and restricted cash
2023
2022
$
$
1,310
90
1,400
$
$
550
89
639
Amounts included in restricted cash primarily represent amounts required to be segregated by certain of the Company's
receivables securitization agreements.
D. Receivables
Accounts receivable
Less: allowance for credit losses
Net trade receivables
Unbilled receivables
Miscellaneous receivables
2023
2022
1,122
(29)
1,093
338
288
1,719
$
$
1,132
(22)
1,110
363
370
1,843
$
$
The Company uses receivables securitization and factoring facilities in the normal course of business as part of managing its
cash flows. The Company primarily accounts for transfers under these facilities as sales because it has met the criteria for
control of the receivables to be considered transferred. The Company’s continuing involvement in the transfers is limited to
57
Crown Holdings, Inc.
servicing the receivables. The Company receives adequate compensation for servicing the receivables and no servicing asset or
liability is recorded.
As of December 31, 2023 and 2022, the Company derecognized receivables of $1,104 and $1,342 related to the facilities. The
Company recorded expenses of $82, $41, and $13 for the years ended December 31, 2023, 2022, and 2021 as interest expense.
E. Inventories
Raw materials and supplies
Work in process
Finished goods
F. Goodwill
2023
2022
$
$
1,031
139
443
1,613
$
$
1,352
156
506
2,014
Changes in the carrying amount of goodwill by reportable segment for the years ended December 31, 2023 and 2022 were as
follows:
Balance at January 1, 2022
Goodwill acquired
Foreign currency translation
Balance at December 31, 2022
Goodwill acquired
Foreign currency translation
Balance at December 31, 2023
Americas
Beverage
European
Beverage
Transit
Packaging
Other
Total
$
825 $
535 $
1,461 $
186 $
3,007
—
25
850
—
71
—
(44)
491
37
22
6
(39)
1,428
—
35
—
(4)
182
—
1
6
(62)
2,951
37
129
$
921 $
550 $
1,463 $
183 $
3,117
During the year-ended December 31, 2023, goodwill acquired was from the acquisition of Helvetia Packaging AG. See Note B
for more information.
The carrying amount of goodwill at December 31, 2023 and 2022 was net of the following accumulated impairments:
Accumulated impairments
$
29 $
73 $
11 $
113
Americas
Beverage
European
Beverage
Other
Total
G. 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
$ 1,423
539
159
167
12
$ 2,300
$
December 31, 2023
Accumulated
amortization
$
(670)
(130)
(133)
(99)
(10)
(1,042)
58
Net
$
753
409
26
68
2
$ 1,258
Gross
$ 1,356
530
157
146
11
$ 2,200
December 31, 2022
Accumulated
amortization
Net
$
$
(542) $
(106)
(109)
(76)
(9)
814
424
48
70
2
(842) $ 1,358
Crown Holdings, Inc.
During the year-ended December 31, 2023, $19 of customer relationship intangible assets were acquired from the acquisition of
Helvetia Packaging AG. See Note B for more information.
Amortization expense for the years ended December 31, 2023, 2022, and 2021 was $163, $159 and $165.
Annual amortization expense is estimated to be $152 for 2024, $148 for 2025, $139 for 2026, $136 for 2027 and $136 for 2028.
H. Property, Plant and Equipment
Buildings and improvements
Machinery and equipment
Land and improvements
Construction in progress
Less: accumulated depreciation and amortization
2023
2022
$
$
1,888
6,153
269
589
8,899
(3,837)
5,062
$
$
1,422
5,576
213
844
8,055
(3,515)
4,540
Capitalized interest related to construction in progress was $39 and $28 for the years ended December 31, 2023 and 2022.
I. Leases
The components of lease expense for the years ended December 31, 2023, 2022 and 2021 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
2023
2022
2021
$
$
$
$
54
2
56
1
1
$
$
$
$
58
2
60
1
1
$
$
$
$
48
3
51
1
1
Variable operating lease cost was $5, $4, and $3 for the years ended December 31, 2023, 2022, and 2021. Interest on finance
lease liabilities was less than $1 for each of the years ended December 31, 2023, 2022, and 2021.
Supplemental cash flow information related to leases was as follows:
2023
2022
2021
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
$
$
59
54
2
36
$
$
53
1
87
$
$
51
2
73
Supplemental balance sheet information related to finance leases was as follows:
Crown Holdings, Inc.
Finance leases:
Property, plant and equipment
Accumulated depreciation
Property, plant and equipment, net
Accrued liabilities
Other non-current liabilities
Total finance lease liabilities
2023
2022
$
$
$
$
21
(3)
18
1
5
6
$
$
$
$
26
(3)
23
2
5
7
The weighted average remaining lease term and weighted average discount rates for each year were as follows:
Weighted average remaining lease term (years):
Operating leases
Finance leases
Weighted average discount rate:
Operating leases
Finance leases
Maturities of lease liabilities as of December 31, 2023 were as follows:
2023
2022
9.5
4.1
4.5 %
3.5 %
10.3
5.2
4.2 %
2.9 %
Operating Leases
Finance Leases
2024
2025
2026
2027
2028
Thereafter
Total lease payments
Less imputed interest
$
$
48
42
32
25
21
109
277
(57)
220
$
$
At December 31, 2023, the Company did not have material lease commitments that had not commenced.
J. Other Non-Current Assets
Pension assets
Deferred taxes
Investments
Fair value of derivatives
Other
2023
2022
$
$
94
132
87
47
193
553
$
$
2
2
1
1
—
—
6
—
6
88
113
158
91
122
572
In March 2023 a customer in the Company's Americas Beverage segment filed for bankruptcy and a bankruptcy plan was
approved in October 2023. The bankruptcy plan extended the payment terms of pre-bankruptcy receivables. The Company has
a long-term receivable of $66 related to this customer, which is included in Other above.
60
Crown Holdings, Inc.
K. Accrued Liabilities
Salaries and employee benefits
Accrued taxes, other than on income
Income taxes
Accrued interest
Fair value of derivatives
Asbestos liabilities
Pension and postretirement liabilities
Restructuring
Other
L. Restructuring and Other
The Company recorded restructuring and other items as follows:
Asset impairments and sales
Restructuring
Other costs / (income)
Asbestos
2023 Activity
2023
$
$
173
85
119
59
20
20
25
22
399
922
2022
$
$
138
102
87
52
35
25
20
20
451
930
2023
2022
2021
$
72
23
19
—
$
(106)
$
35
14
5
$
114
$
(52)
$
(20)
29
(42)
5
(28)
During the fourth quarter of 2023, the Company made the decision to close various production facilities across various
segments. Asset impairments and sales primarily includes, $19 for the planned closure of the Batesville, Mississippi beverage
can plant, $8 related to a shift in capacity from beverage can plants in Ho Chi Minh City, Vietnam and Singapore to Vung Tau,
Vietnam and $5 for the planned closure of the Decatur, Illinois aerosol plant. Plant closures are expected to be completed by the
end of the first quarter of 2024. The Company expects to record an additional $4 of costs to prepare the Batesville building for
sale. Asset impairments and sales also includes $19 related to line consolidation and modernization at the Dong Nai, Vietnam
beverage can plant.
Restructuring included termination benefits and other exit costs of $11 related to the actions described above. In addition,
termination and other exit costs of $9 and $3 were recorded in the European Beverage and Other segments, respectively, related
to line consolidation and business reorganization activities, including headcount reductions in the beverage can making
equipment business.
Other costs includes $11 related to disputes, including a fine from the French Competition Authority, and $4 of tax indemnity
charges related to the European Tinplate business sold in 2021. See Note P for more information on the French Competition
Authority matter.
See Note O for more information on the Company's provision for asbestos.
2022 Activity
Asset sales and impairments primarily relates to the $113 gain on sale of the Kiwiplan business. See Note B for more
information on the sale.
Restructuring included charges of $29 related to an overhead cost reduction program initiated by the Company's Transit
Packaging segment that reduced headcount by approximately 600 employees.
61
2021 Activity
Crown Holdings, Inc.
Other costs / (income) included gains of $30 arising from a favorable court ruling in a lawsuit brought by certain of the
Company's Brazilian subsidiaries asserting they were overcharged by local tax authorities for indirect taxes paid in prior years.
Asset sales and impairments included gains on various asset sales.
Restructuring primarily includes charges related to relocation of the Transit Packaging headquarters and headcount reductions
across segments.
Restructuring charges by segment were as follows:
Americas Beverage
European Beverage
Asia Pacific
Transit Packaging
Other
Corporate
Restructuring charges by type were as follows:
Termination benefits
Other exit costs
2023
2022
2021
4
9
7
(1)
4
—
23
15
8
23
$
$
$
$
$
—
—
—
35
—
—
35
29
6
35
$
$
$
$
$
—
3
1
19
3
3
29
10
19
29
2021
2022
$
$
$
2023
At December 31, 2022, the Company had a restructuring accrual of $20, primarily related to the headcount reductions
and other internal reorganizations within the Transit Packaging segment.
During 2023, the Company made severance payments of $19 and had a restructuring accrual of $22 related to the
actions referenced above. These amounts include payments of $11 and a restructuring accrual of $7 related to the
overhead cost reduction program initiated in the prior year in the Transit Packaging segment. The Company expects to
pay the remaining accrual amounts over the next twelve months.
62
M. Debt
Short-term debt
Long-term debt
Senior secured borrowings:
Revolving credit facilities
Term loan facilities
U.S. dollar due 2027
Euro due 20271
Senior notes and debentures:
€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
€500 at 5.00% due 2028
€500 at 4.75% due 2029
U.S. dollar at 5.25% due 2030
U.S. dollar at 7.50% due 2096
Other indebtedness in various currencies:
Fixed rate with rates in 2023 from 2.6% to 14.4%
due through 2027
Variable rate with an average rate in 2023 of 3.6%
due 2026
Total long-term debt
Less: current maturities
Total long-term debt, less current maturities
(1) €533 at December 31, 2023 and €540 at December 31, 2022
$
Crown Holdings, Inc.
2023
2022
Principal
outstanding
16
$
Carrying
amount
$
16
Principal
outstanding
76
$
Carrying
amount
$
76
—
1,575
589
663
663
400
875
350
552
552
552
500
40
169
—
1,569
589
662
662
398
871
350
550
544
544
494
40
169
329
1,800
578
642
642
400
875
350
536
—
—
500
40
221
329
1,792
578
640
640
397
869
348
532
—
—
494
40
221
16
7,496
(759)
6,737
16
7,458
(759)
6,699
$
21
6,934
(109)
6,825
21
6,901
(109)
6,792
$
$
The estimated fair value of the Company’s debt, using a market approach incorporating level 2 inputs such as quoted market
prices for the same or similar issues, was $7,484 at December 31, 2023 and $6,922 at December 31, 2022.
In May 2023, the Company issued €500 principal amount of 5.00% senior unsecured notes due 2028 and in December 2023,
the Company issued €500 principal amount of 4.75% senior unsecured notes due 2029. Both 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. The Company used a portion of the December 2023 bond issuance proceeds to make an early payment of
$203 million towards the U.S. dollar term loan due 2027.
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, 2023, the Company’s available borrowing capacity under the credit facilities was $1,585
equal to the facilities’ aggregate capacity of $1,650 less $65 of outstanding letters of credit. The interest rates on the facilities
can vary from SOFR or EURIBOR, with a floor of zero, plus a margin of up to 1.60%, depending on the facility, based on the
Company's leverage ratio. The revolving credit facilities and term loan facilities required the Company to maintain a leverage
ratio of no greater than 4.50 times at December 31, 2023. 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 was in compliance with all covenants as of December 31, 2023.
At December 31, 2023, the U.S. dollar term loan interest rate was SOFR plus 1.35% and the Euro term loan interest rate was
EURIBOR plus 1.25%.
63
Crown Holdings, Inc.
The weighted average interest rates were as follows:
Short-term debt
Revolving credit facilities
2023
2022
2021
13.2 %
4.5 %
3.8 %
2.5 %
0.6 %
1.2 %
Aggregate maturities of long-term debt, excluding unamortized discounts and debt issuance costs, for the five years subsequent
to 2023 are $759, $743, $2,250, $2,100 and $552. Cash payments for interest during 2023, 2022 and 2021 were $390, $270,
and $294.
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 report date. Level 2 includes inputs other than those available 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 recurring
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
below. 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 and interest rate 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, using
sales agreements that permit the pass-through of commodity price and foreign exchange rate risk to customers and borrowing
both fixed and floating debt instruments to manage interest rate risk.
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 forecasted transaction is reasonably possible, but not probable of occurring, the hedge no longer
qualifies for hedge accounting and 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 of the underlying exposure or when the forecasted transaction becomes probable of not
occurring.
64
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 reclassification from
accumulated other comprehensive income is the same as that of the underlying exposure. Contracts outstanding at
December 31, 2023 mature between one and thirty-six months.
The Company uses commodity forward contracts to hedge anticipated purchases of various commodities, including natural gas
and electricity, 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.
The Company may also uses interest rate swaps to convert interest on floating rate debt to a fixed-rate.
The following tables set forth financial information about the impact on other comprehensive income ("OCI"), accumulated
other comprehensive income ("AOCI") and earnings from changes in the fair value related to derivative instruments designated
as cash flow hedges.
Amount of gain / (loss)
recognized in AOCI
Derivatives in cash flow hedges
2023
2022
Foreign exchange
Commodities
$
$
(2) $
(8)
(10) $
(1)
(27)
(28)
Amount of gain / (loss)
reclassified from AOCI into
income
Derivatives in cash flow hedges
2023
2022
Affected line item in the
Statements of Operations
Foreign exchange
Commodities
Foreign exchange
Commodities
$
— $
9
—
(38)
(29)
7
$
(22) $
(7) Net sales
(6) Net sales
Cost of products sold, excluding depreciation
and amortization
Cost of products sold, excluding depreciation
and amortization
3
29
Income / (loss) from continuing operations
before income taxes and equity in net earnings
of affiliates
19
(4) Provision for / (benefit from) income taxes
15 Net income / (loss) from continuing operations
For the year ending December 31, 2024, a net loss of $1 ($1, net of tax) is expected to be reclassified to earnings for commodity
and foreign exchange contracts. No material amounts were reclassified during the years ended December 31, 2023 and 2022 in
connection with anticipated transactions that were no longer considered probable.
65
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.
For the years ended December 31, 2023, and December 31, 2022, the Company recorded losses of $12 and $19 from foreign
exchange contracts designated as fair value hedges. These adjustments were reported within foreign exchange in the
Consolidated Statements of Operations.
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 following table sets forth the impact on earnings from derivatives not designated as hedges.
Pre-tax amount of gain / (loss)
recognized in earnings
Derivatives not designated as hedges
2023
2022
Affected line item in the
Statements of Operations
Foreign exchange
Foreign exchange
Foreign exchange
Net Investment Hedges
$
$
— $
(2) Net sales
(4)
(4)
Cost of products sold, excluding depreciation
and amortization
7
(14) Foreign exchange
(8) $
(9)
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 and reduce the variability in the functional
currency equivalent cash flows.
For the years ended December 31, 2023 and 2022, the Company recorded a loss of $52 ($43, net of tax) and a gain of $32 ($19,
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, 2023 and December 31, 2022, cumulative gains of $49 ($68, net of tax) and $101
($111, net of tax) were recognized in accumulated other comprehensive income related to these net investment hedges and the
carrying amount of the hedging instrument was approximately €1,626 ($1,796) at December 31, 2023.
The Company also has cross-currency swaps with an aggregate notional values of $875 designated as hedges of the Company's
net investment in a euro-based subsidiary. These swaps mature in 2026 and reduced interest expense by $25 for the years
ended December 31, 2022 and 2023 and $24 for the year ended December 31, 2021.
The following table sets forth financial information about the impact on accumulated other comprehensive income from
changes in the fair value of these derivative instruments designated as net investment hedges.
Derivatives designated as net investment hedges
Foreign exchange
Amount of gain / (loss) recognized in
AOCI
2023
2022
$
(33)
$
32
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.
66
Crown Holdings, Inc.
Gains or losses on net investment hedges remain in accumulated other comprehensive income until disposal of the underlying
assets.
Fair Values of Derivative Financial Instruments and Valuation Hierarchy
The following table sets forth the Company's financial assets and liabilities that were accounted for at fair value on a recurring
basis as of December 31, 2023 and December 31, 2022, respectively. The fair value of these financial instruments were
reported under Level 2 of the fair value hierarchy.
Balance Sheet
classification
December 31,
2023
December 31,
2022
Balance Sheet
classification
December 31,
2023
December 31,
2022
Derivatives designated as hedging
instruments
Foreign exchange
contracts cash flow
Prepaid expenses
and other current
assets
Other non-current
assets
Foreign exchange
contracts fair value
Commodities
contracts cash flow
Net investment
hedge
Prepaid expenses
and other current
assets
Prepaid expenses
and other current
assets
Other non-current
assets
Derivatives not designated as hedging
instruments
Foreign exchange
contracts
Prepaid expenses
and other current
assets
Total derivatives
Fair Value Hedge Carrying Amounts
$
$
$
$
1 $
Accrued
liabilities
Other non-current
liabilities
Accrued
liabilities
Accrued
liabilities
Other non-current
liabilities
3
1
4
11
90
109
—
—
13
47
61 $
3 $
Accrued
liabilities
8
64 $
117
$
2 $
—
2
13
—
17 $
3 $
20 $
$
$
$
2
—
4
27
—
33
2
35
Line item in the Balance Sheet in which the hedged item is included
Cash and cash equivalents
Receivables, net
Accrued liabilities
Carrying amount of the hedged assets
and liabilities
December 31,
2023
December 31,
2022
2
12
120
22
16
111
As of December 31, 2023 and 2022, the cumulative amounts of fair value hedging adjustments included in the carrying amount
of the hedged assets and liabilities were a net gain of $2 and $1, respectively.
Offsetting of Derivative Assets and Liabilities
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.
67
Crown Holdings, Inc.
Gross amounts recognized
in the Balance Sheet
Gross amounts not offset
in the Balance Sheet
Net amount
Balance at December 31, 2023
Derivative assets
Derivative liabilities
Balance at December 31, 2022
Derivative assets
Derivative liabilities
$
$
Notional Values of Outstanding Derivative Instruments
64 $
20
117 $
35
7 $
7
13 $
13
57
13
104
22
The aggregate U.S. dollar-equivalent notional values of outstanding derivative instruments in the Consolidated Balance Sheets
at December 31, 2023 and December 31, 2022 were:
Derivatives designated as cash flow hedges:
Foreign exchange
Commodities
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,
2023
December 31,
2022
$
$
75
160
202
875
302
287
230
201
875
512
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 have 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.
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-
68
Crown Holdings, Inc.
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 2023, 2022 and 2021 was as follows:
2022
2023
Beginning claims
New claims
Settlements or dismissals
Ending claims
57,500
1,500
(500)
58,500
57,000
1,500
(1,000)
57,500
2021
56,000
2,000
(1,000)
57,000
For the years ended December 31, 2023, 2022, and 2021, the Company made cash payments of $17, $21, and $19 to settle
asbestos claims and pay related legal and defense costs.
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, 2023 and December 31, 2022, 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
2023
2022
18,000
13,000
1,500
6,000
20,000
58,500
17,000
13,000
1,500
6,000
20,000
57,500
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.
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.
69
Crown Holdings, Inc.
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-1965 claims in states without asbestos legislation
2023
2022
2021
25 %
44 %
24 %
43 %
24 %
42 %
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, 2023.
Approximately 82% of the claims outstanding at the end of 2023 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 15% 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 (29% of whom claim damages less than $25) and 14 claims were filed by plaintiffs who claim damages in excess of
$100.
As of December 31, 2023, the Company’s accrual for pending and future asbestos-related claims and related legal costs was
$204, including $158 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 $12 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 $8 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.
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 U.K. The Company cooperated with the Commission and
70
Crown Holdings, Inc.
submitted a leniency application with the Commission with respect to the findings of its internal investigation in Germany. In
July 2022, the Company reached a settlement with the Commission relating to the Commission’s investigation, pursuant to
which the Company agreed to pay a fine in the amount of $8. Fining decisions based on settlements can be appealed under EU
law. The Company is seeking annulment of the Commission’s fining decision on the basis that the referral of the case from the
FCO to the Commission was unjustified. There can be no assurance regarding the outcome of such appeal.
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. The Company has acknowledged to CBP that the goods were
misclassified and has paid all related duties, which CBP does not dispute. The Company has asserted that the misclassification
was unintentional and disputes the penalty assessment by CBP. CBP has brought suit in the U.S. Court of International Trade
seeking enforcement of the initial penalty against the Company. At the present time, based on the information available, the
Company does not believe that a loss for the alleged intentional misclassification is probable. However, there can be no
assurance that the Company will be successful in contesting the assessed penalty.
On October 7, 2021, the French Autorité de la concurrence (the French Competition Authority or “FCA”) issued a statement of
objections to 14 trade associations, one public entity and 101 legal entities from 28 corporate groups, including the Company,
certain of its subsidiaries, other leading metal can manufacturers, certain can fillers and certain retailers in France. The FCA
alleged violations of Articles 101 of the Treaty on the Functioning of the European Union and L.420-1 of the French
Commercial Code. The statement of objections alleges, among other things, anti-competitive behavior in connection with the
removal of bisphenol-A from metal packaging in France. The removal of bisphenol-A was mandated by French legislation that
went into effect in 2015. On December 29, 2023, the FCA issued a decision imposing a fine of €4 million on the Company. The
Company intends to appeal the decision of the FCA and there can be no assurance regarding the outcome of such appeal.
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. At times, the Company guarantees the obligations of subsidiaries under certain of these
contracts and is liable for such arrangements only if the subsidiary fails to perform its obligations under the contract.
The Company’s basic raw materials for its products are aluminum and steel, 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, 2023, 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.
Q. Other Non-Current Liabilities
Deferred taxes
Asbestos liabilities
Income taxes payable
Postemployment benefits
Environmental
Finance lease liabilities
Other
Income taxes payable includes unrecognized tax benefits as discussed in Note S.
71
2023
$
338
184
27
22
12
5
93
2022
$
374
195
30
20
12
5
76
$
681
$
712
R. Pension and Other Postretirement Benefits
Crown Holdings, Inc.
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
Curtailments and special termination benefits
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
Special termination benefits
Amortization of actuarial loss
Amortization of prior service credit
Net periodic cost
2023
2022
2021
2023
13
54
(60)
—
43
1
51
7
19
(22)
—
6
3
—
13
$
$
$
$
2022
19
31
(75)
1
44
1
21
9
13
(22)
—
—
5
(1)
4
$
$
$
$
20
25
(63)
9
58
1
50
2021
13
32
(72)
1,511
—
33
—
1,517
$
$
$
$
The settlement charge in 2021 arose from the irrevocable transfer of the Company's U.K. defined benefit pension plan (the
"Plan") to an insurer. In 2021, the Company made a cash contribution of £196 to enable the Plan to purchase a bulk annuity
insurance contract for the benefit of the Plan participants. The Company has been repaid £103 ($131 using December 31, 2023
exchange rate) of the contribution and expects to receive another £24 in future years.
Additional pension expense of $6 in 2023 and $5 for 2022 and 2021 was recognized 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:
72
Projected Benefit Obligations
Benefit obligations at January 1
Service cost
Interest cost
Plan participants' contributions
Amendments
Settlements
Curtailments
Special termination benefits
Actuarial (gain)/loss
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 - gain/(loss)
Employer contributions
Plan participants' contributions
Settlements
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
2023
2022
Non-U.S. Plans
2023
2022
$
$
$
$
$
$
1,094
13
54
—
1
—
—
—
36
(89)
—
1,109
886
81
2
—
—
(89)
—
880
$
$
$
$
1,413
19
31
—
1
(9)
(2)
—
(266)
(93)
—
1,094
1,177
(199)
10
—
(9)
(93)
—
886
(229)
$
(208)
1,065
$
1,055
$
$
$
$
$
$
387
7
19
2
(2)
(8)
—
6
18
(38)
24
415
381
33
17
2
(7)
(38)
24
412
$
$
$
$
513
9
13
2
—
(9)
—
—
(95)
(30)
(16)
387
529
(22)
(63)
2
(7)
(31)
(27)
381
(3)
$
(6)
389
$
361
During 2023, actuarial losses for the Company’s U.S. and non-U.S. pension plans totaled $22. Actuarial 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. The loss in 2023 was primarily due to lower discount rates at the end of
2023, partially offset by actual asset returns higher than expected.
U.S. pension plans with accumulated benefit obligations and projected benefit obligations in excess of plan assets were as
follows:
2023
2022
Projected benefit obligations
Accumulated benefit obligations
Fair value of plan assets
$
1,109
1,065
880
Non-U.S. pension plans with accumulated benefit obligations in excess of plan assets were as follows:
Projected benefit obligations
Accumulated benefit obligations
Fair value of plan assets
2023
$
213
195
117
Non-U.S. pension plans with projected benefit obligations in excess of plan assets were as follows:
Projected benefit obligations
Accumulated benefit obligations
Fair value of plan assets
2023
$
213
195
117
$
$
$
1,094
1,055
886
2022
2022
224
204
134
224
204
135
73
Crown Holdings, Inc.
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 strategic ranges for asset allocation in the U.S. plans are as follows:
U.S. equities
International equities
Fixed income
Balanced funds
Real estate
45 %
7.5 %
15 %
7.5 %
7.5 %
to
to
to
to
to
55 %
12.5 %
25 %
12.5 %
12.5 %
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.
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, 2023 and 2022 are summarized in the tables below:
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
Insurance contracts
Investment funds – fixed income
Level 3
Investment funds – real estate
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
Investment funds - real estate
Total investments at fair value
U.S. plan
assets
2023
Non-U.S. plan
assets
Total
15 $
—
173
276
59
49
18
590
—
41
—
—
41
127
3
27
157
788
86
—
5
—
23 $
3
4
21
—
—
—
51
18
8
110
1
137
60
—
17
77
38
3
177
297
59
49
18
641
18
49
110
1
178
187
3
44
234
265
1,053
22
118
—
7
108
118
5
7
238
1,291
$
91
879 $
147
412 $
75
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
Insurance contracts
Investment funds – fixed income
Level 3
Investment funds – real estate
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
Investments funds - real estate
Total investments at fair value
$
U.S. plan
assets
2022
Non-U.S. plan
assets
Total
35 $
—
152
246
64
52
54
603
—
42
—
—
42
135
4
28
167
812
68
—
5
—
73
885 $
19 $
11
2
19
—
—
—
51
18
2
94
1
115
68
1
16
85
54
11
154
265
64
52
54
654
18
44
94
1
157
203
5
44
252
251
1,063
19
108
—
3
130
381 $
87
108
5
3
203
1,266
(a) 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
2023
2022
$
1
$
1
Plan assets include $297 and $265 of the Company’s common stock at December 31, 2023 and 2022.
76
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, 2022
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, 2022
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, 2023
Private
equity
Real
estate
Total
$
$
7 $
—
(2)
1
(1)
5
—
18
(18)
(2)
3 $
211 $
(9)
(9)
9
45
247
2
(24)
11
(5)
231 $
218
(9)
(11)
10
44
252
2
(6)
(7)
(7)
234
The following table presents additional information about the pension plan assets valued using NAV as a practical expedient:
Balance at December 31, 2023
Investment funds – fixed income
Investment funds – global equity
Investment funds – emerging markets
Investment funds – real estate
Balance at December 31, 2022
Investment funds – fixed income
Investment funds – global equity
Investment funds – emerging markets
Investment funds – real estate
$
$
Fair Value
Redemption
Frequency
Redemption Notice
Period
108
118
5
7
87
108
5
3
Semi-monthly
Daily
Daily
Daily
Semi-monthly
Daily
Daily
Daily
1- 5 days
10 days
30 days
1 day
1- 5 days
10 days
30 days
10 days
The pension plan assets valued using NAV 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
$
2023
2022
94 $
12
314
88
8
294
The Company’s current liability at December 31, 2023, represents the expected required payments to be made for unfunded
plans over the next twelve months. Total estimated 2024 employer contributions are $43 for the Company’s pension plans.
Changes in the net loss and prior service cost (credit) for the Company’s pension plans were:
2023
2022
2021
Net loss
Prior
service
Net loss
Prior
service
Net loss
Prior
service
Balance at January 1
Reclassification to net periodic benefit cost
Current year loss / (gain)
Amendments
Foreign currency translation
Balance at December 31
$
$
712 $
(46)
22
(1)
(1)
686 $
— $
(1)
—
—
—
(1) $
814 $
(49)
(45)
—
(8)
712 $
2 $
(1)
(1)
—
—
— $
1,802 $
(1,629)
640
(1)
2
814 $
8
(4)
(2)
—
—
2
77
Expected future benefit payments as of December 31, 2023 are:
Crown Holdings, Inc.
2024
2025
2026
2027
2028
2029 - 2033
U.S.
plans
$
Non-U.S.
plans
$
91
105
84
105
80
376
32
32
32
31
32
162
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
2023
2022
2021
5.0 %
5.0 %
5.2 %
5.0 %
2.9 %
4.7 %
2023
2022
2021
4.8 %
2.9 %
4.9 %
2.7 %
2.5 %
2.5 %
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
2023
2022
2021
5.4 %
5.1 %
5.0 %
7.2 %
3.3 %
2.2 %
4.7 %
6.6 %
3.1 %
1.7 %
4.7 %
5.7 %
2023
2022
2021
5.0 %
5.1 %
2.9 %
5.1 %
2.9 %
2.6 %
2.7 %
4.3 %
2.2 %
1.8 %
2.5 %
3.3 %
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.
Other Postretirement Benefit Plans. The Company sponsors unfunded plans to provide health care and life insurance benefits
to certain retirees 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 cost/(credit)
2023
2022
2021
$
$
—
6
—
—
6
$
1
4
(20)
2
$
1
4
(26)
4
$
(13)
$
(17)
78
Crown Holdings, Inc.
Changes in the benefit obligations were:
Benefit obligations at January 1
Service cost
Interest cost
Actuarial (gain) /loss
Benefits paid
Foreign currency translation
Benefit obligations at December 31
2023
2022
$
$
108 $
—
6
—
(11)
4
107 $
137
1
4
(22)
(11)
(1)
108
Changes in the net (gain)/ loss and prior service credit for the Company’s postretirement benefit plans were:
2023
2022
2021
Net
(gain) /
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
Foreign currency translation
Balance at December 31
$
$
(2) $
—
—
(1)
(3) $
— $
—
—
—
— $
21 $
(2)
(22)
1
(2) $
(20) $
20
—
—
— $
45 $
(4)
(20)
—
21 $
(46)
26
—
—
(20)
Expected future benefit payments are as follows:
Benefit Payments
2024
2025
2026
2027
2028
2029 - 2033
$
13
10
10
10
9
41
The assumed health care cost trend rates at December 31, 2023 were as follows:
Health care cost trend rate assumed for 2023
Rate that the cost trend rate gradually declines to
Year that the rate reaches the rate it is assumed to remain
4.7 %
3.8 %
2032
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
2023
2022
2021
5.0 %
5.3 %
4.9 %
5.8 %
7.8 %
5.7 %
3.4 %
5.9 %
3.6 %
Defined Contribution Benefit Plans. The Company also sponsors defined contribution benefit plans in certain jurisdictions
including the U.S. and the U.K. The Company recognized expense of $14, $13, and $12 in 2023, 2022 and 2021 related to
these plans.
79
Crown Holdings, Inc.
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
2023
2022
2021
2023
(1)
796
795
31
244
275
(27)
(26)
(53)
222
$
$
$
$
$
$
295
761
1,056
2022
18
190
208
46
(11)
35
243
$
$
$
$
$
$
2021
143
(562)
(419)
2
239
241
46
(344)
(298)
(57)
$
$
$
$
$
$
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:
2023
2022
2021
U.S. statutory rate at 21%
Tax on foreign income
Foreign withholding taxes
Valuation allowance changes
State taxes
U.S. taxes on foreign income, net of credits
Tax contingencies
Tax law changes
Other items, net
$
$
167
7
23
5
2
5
2
8
3
$
222
(30)
5
33
(2)
1
7
2
5
Income tax provision / (benefit)
$
222
$
243
$
(88)
(35)
6
26
9
13
8
(8)
12
(57)
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 2026. These incentives increased net income attributable to the Company by $20 in 2023
and $21 in 2022 and 2021.
The Company paid taxes of $262, $223 and $253 in 2023, 2022 and 2021.
In 2022, taxes on foreign income includes income tax charges of $11 for the sale of the Company's Transit Packaging segment's
Kiwiplan business in 2022.
During the year-ended December 31, 2022, the Company recorded a deferred tax asset of $21 for goodwill amortization and net
operating loss carryforwards in Switzerland. The Company believes that it is more likely than not that these deferred tax assets
will not be utilized prior to their expiration and has recorded a full valuation allowance.
On July 8, 2022, Pennsylvania enacted a corporate net income tax rate reduction over a nine year period. The income tax rate
for the 2022 and 2023 tax years were 9.99% and 8.99%, respectively. Starting with the 2024 tax year, the income tax rate is
reduced by 0.50% annually until it reaches 4.99% for the 2031 tax year. The remeasurement of the Company's deferred taxes
in 2022 had a $78 impact on the Company's state net operating loss carryforward and corresponding valuation allowance.
80
Crown Holdings, Inc.
In 2021, tax on foreign income includes income tax charges of $42 in continuing operations for reorganizations and other
transactions required to prepare the European Tinplate business for sale. Additionally, the Company recorded an income tax
charge of $44 to establish a valuation allowance for deferred tax assets related to tax loss carryforwards in France. The
Company believes that it is more likely than not that these tax loss carryforwards will not be utilized after the sale of the
European Tinplate business.
In 2021, the Company also recorded a tax benefit of $18 related to a deferred tax valuation allowance release resulting from
improved profitability in a Transit Packaging corporate entity. Additionally, the Company also recorded income tax benefits
related to tax law changes in India, Turkey and the U.K.
As of December 31, 2023, the Company had not provided deferred taxes on approximately $1,200 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 were:
Tax carryforwards
Disallowed interest carryforwards
Intangible assets
Property, plant and equipment
Pensions
Accruals and other
Asbestos
Postretirement and postemployment benefits
Lease liabilities
Right of use assets
Valuation allowances
Total
Tax carryforwards expire as follows:
2023
2022
Assets
Liabilities
Assets
Liabilities
$
$
274
54
—
16
90
123
50
23
32
—
(178)
484
$
—
—
292
253
20
94
—
—
—
31
—
690
$
$
266
5
—
15
87
105
53
25
32
—
(173)
415
$
$
—
—
298
225
20
103
—
—
—
30
—
676
Year
2024
2025
2026
2027
2028
Thereafter
Unlimited
$
Amount
7
15
17
10
3
94
128
Tax carryforwards expiring after 2028 include $49 of U.S. state tax loss carryforwards. The unlimited category includes $28 of
Luxembourg tax loss carryforwards and $79 of French tax loss carryforwards. In addition, the Company has disallowed interest
in the U.S. which can be carried forward indefinitely.
The Company’s valuation allowances at December 31, 2023 include $77 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. In addition, the Company's valuation
allowances at December 31, 2023 includes $56 related to tax loss carryforwards in France and $32 related to goodwill
amortization and net operating loss carryforwards in Switzerland.
81
Crown Holdings, Inc.
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 for prior year tax positions
Lapse of statute of limitations
Settlements
Foreign currency translation
Balance at December 31
2023
2022
2021
$
$
46
6
(4)
(2)
—
46
$
$
48
7
(1)
(6)
(2)
46
$
$
42
9
(1)
—
(2)
48
The Company’s unrecognized tax benefits include potential liabilities related to transfer pricing, foreign withholding taxes, and
non-deductibility of expenses.
The total interest and penalties recorded in income tax expense was $2 in 2023 and less than $1 in 2022 and 2021. As of
December 31, 2023, unrecognized tax benefits of $46, 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 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, 2023 were, 2010 and
subsequent years for Germany; 2013 and subsequent years for India and Cambodia; 2014 and subsequent years for Thailand;
2016 and subsequent years for Vietnam; 2017 and subsequent years for Italy; 2018 and subsequent years for Mexico; 2019 and
subsequent years for Canada, Spain, Brazil and Luxembourg; 2020 and subsequent years for the U.S.; 2021 and subsequent
years for France and Switzerland. The U.S. also remains subject to exam for 2017 and 2018, specifically as it relates to the
transition tax incurred related to the 2017 Tax Act. 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
Restricted stock issued to employees, net of forfeitures
Shares issued to non-employee directors
2023
119,945,302
(143,736)
820,343
22,404
2022
126,131,799
(6,574,610)
370,178
17,935
2021
134,801,030
(9,121,328)
435,129
16,968
Common shares outstanding at December 31
120,644,313
119,945,302
126,131,799
The Company declared and paid dividends of $0.96, $0.88 and $0.80 per share in 2023, 2022 and 2021, respectively.
Additionally, on February 22, 2024, the Company's Board of Directors declared a dividend of $0.25 per share payable on
March 28, 2024, to shareholders of record as of March 14, 2024.
On December 9, 2021, the Company's Board of Directors authorized the repurchase of an aggregate amount of $3,000 of
Company common stock through the end of 2024. Share repurchases under the Company's program may be made in the open
market or through privately negotiated transactions, and at times and in such amounts as management deems appropriate. The
timing and actual number of shares repurchased will depend on a variety of factors including price, corporate and regulatory
requirements and other market conditions. The Company uses the par value method of accounting for its stock repurchases. The
excess of the fair value over par value is first charged to paid-in capital, if any, and then to retained earnings. The Company
repurchased $12 of its shares during 2023.
82
Crown Holdings, Inc.
The Company is not obligated to acquire any shares of its common stock and the share repurchase program may be suspended
or terminated at any time at the Company's discretion. Share repurchases are subject to the terms of the Company's debt
agreements, market conditions and other factors.
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.
Dividends are payable when declared by the Company's Board of Directors and in accordance with the restrictions set forth in
the Company's debt agreements. While the Company's debt agreements impose restrictions on the Company's ability to pay
dividends and repurchase common stock, the debt agreements generally permit dividends and common stock repurchases
provided that the Company is in compliance with applicable financial and other covenants and meets certain liquidity
requirements.
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/
(loss) for the years ended December 31, 2023 and 2022.
Defined
benefit
plans
Foreign
currency
translation
Gains and
losses on
cash flow
hedges
Balance at January 1, 2022
Other comprehensive income / (loss) before reclassifications
Amounts reclassified from accumulated other comprehensive
income
Other comprehensive income / (loss)
Balance at December 31, 2022
Other comprehensive income / (loss) before reclassifications
Amounts reclassified from accumulated other comprehensive
income
Other comprehensive income
Balance at December 31, 2023
$
(768) $
57
25
82
(686)
(14)
36
22
$
(664) $
(1,158) $
(39)
—
(39)
(1,197)
175
28
(22)
(15)
(37)
(9)
(14)
Total
$
(1,898)
(4)
10
6
(1,892)
147
—
175
(1,022) $
22
8
(1) $
58
205
(1,687)
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.
V. Revenue
For the years ended December 31, 2023, 2022 and 2021, the Company recognized revenue as follows:
Revenue recognized over time
Revenue recognized at a point in time
Total
2023
2022
2021
$
$
6,472
5,538
12,010
$
$
6,937
6,006
12,943
$
$
6,097
5,297
11,394
See Note Y for further disaggregation of the Company's revenue.
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 are typically recognized for work in process related to the Company's three-piece printed products and
equipment business. Contract assets and liabilities are reported in a net position on a contract-by-contract basis. The Company
had net contract assets of $8 and $18 as of December 31, 2023 and 2022 included in prepaid and other current assets. For the
year ended December 31, 2023, the Company satisfied performance obligations related to contract assets at December 31, 2022
and also recorded new contract assets primarily related to work in process for the equipment business.
83
W. Stock-Based Compensation
Crown Holdings, Inc.
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. In April 2022, the Company's shareholders approved the 2022 Stock-Based
Incentive Plan which allowed for a total of 2.8 million shares to be issued under future awards. At December 31, 2023, there
were 3.6 million authorized shares available for future award under the 2013 and 2022 Stock-Based Incentive Plans.
Restricted and Deferred Stock
Annually, the Company awards shares of restricted stock to certain senior executives in the form of time-vesting restricted stock
and performance-based shares. The time-vesting 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 in shares of common stock. Participants who terminate employment because of disability, death or, subject to Company
approval, retirement, receive accelerated vesting of their service condition to the date of termination and, if approved,
performance restrictions laps 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, 2023
Awarded:
Time-vesting
Performance-based
Released:
Time-vesting
Performance-based
Forfeitures:
Time-vesting
Performance-based
Non-vested shares outstanding at December 31, 2023
The average grant-date fair value of restricted stock awarded in 2023, 2022 and 2021 follows:
Number of shares
942,835
847,358
190,515
(319,071)
(146,781)
(39,540)
(30,604)
1,444,712
Time-vesting
Performance-based
2023
2022
2021
$
87.66
86.10
$
96.29
111.84
$
100.08
100.99
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
2023
2022
2021
4.1 %
3
39.8 %
1.0 %
3
34.8 %
0.2 %
3
35.5 %
84
Crown Holdings, Inc.
At December 31, 2023, unrecognized compensation cost related to outstanding restricted and deferred stock was $92. The
weighted average period over which the expense is expected to be recognized is 3.2 years. The aggregate market value of the
shares released on the vesting dates was $39 in 2023.
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 restricted stock, when dilutive, as calculated under the
treasury stock method.
Net income / (loss) from continuing operations attributable to Crown
Holdings
Net income / (loss) from discontinued operations attributable to Crown
Holdings
Net income / (loss) attributable to Crown Holdings
Weighted average shares outstanding:
Basic
Add: dilutive restricted stock
Diluted
Earnings per common share attributable to Crown Holdings:
Basic earnings / (loss) per common share from continuing operations
Basic earnings / (loss) per common share from discontinued operations
Basic earnings / (loss) per share
Diluted earnings / (loss) per common share from continuing operations
Diluted earnings / (loss) per common share from discontinued operations
Diluted earnings / (loss) per share
2023
2022
2021
450
$
727
$
(507)
—
450
$
—
727
$
(53)
(560)
119.41
0.26
119.67
120.86
0.52
121.38
130.38
—
130.38
3.77
$
6.01
$
—
—
3.77
$
6.01
$
3.76
$
5.99
$
—
—
3.76
$
5.99
$
(3.89)
(0.41)
(4.30)
(3.89)
(0.41)
(4.30)
$
$
$
$
$
$
Contingently issuable shares excluded from the computation of diluted
earnings per share because the effect would have been anti-dilutive
0.2
0.7
0.1
85
Y. Segment Information
Crown Holdings, Inc.
The Company’s business is generally organized by product line and geography. The Company has determined that it has the
following reportable segments: Americas Beverage, European Beverage, Asia Pacific and Transit Packaging. Other includes
the Company's food can, aerosol can and closures businesses in North America, and beverage tooling and equipment
operations in the U.S. and U.K.
During the fourth quarter of 2023, the Company recast its segment reporting to reclassify European corporate costs that were
previously included in Corporate and other unallocated items into the European Beverage segment. The change was effective
December 31, 2023, and segment results for prior periods have been recast to conform to the new presentation.
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, restructuring and other and the impact of fair value adjustments related to inventory acquired in an
acquisition. 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 reported as continuing operations for the three years ended
December 31, 2023, 2022 and 2021:
2023
External
sales
Inter-
segment
sales
Depreciation
Capital
expenditures
Segment
income
Americas Beverage
European Beverage
Asia Pacific
Transit Packaging
Total reportable segments
Other
Corporate and unallocated items
$
$
5,147
1,939
1,297
2,256
10,639
1,371
—
Total
$
12,010
$
—
—
—
49
49
144
—
193
$
149
$
56
63
44
312
22
2
$
336
$
$
296
291
66
26
876
199
154
331
679
$
1,560
76
38
793
2022
External
sales
Inter-
segment
sales
Depreciation
Capital
expenditures
Segment
income
Americas Beverage
European Beverage
Asia Pacific
Transit Packaging
Total reportable segments
Other
Corporate and unallocated items
$
$
5,126
2,114
1,615
2,545
11,400
1,543
—
Total
$
12,943
$
7
89
—
36
132
103
—
235
$
128
$
49
62
41
280
18
3
$
301
$
$
380
283
51
64
742
123
172
281
778
$
1,318
61
—
839
86
Crown Holdings, Inc.
2021
External
sales
Inter-
segment
sales
Depreciation
Capital
expenditures
Segment
income
$
108
$
508
$
Americas Beverage
European Beverage
Asia Pacific
Transit Packaging
Total reportable segments
Other
Corporate and unallocated items
$
$
4,441
1,843
1,322
2,530
10,136
1,258
—
Total
$
11,394
$
—
133
—
25
158
114
—
272
53
61
41
263
17
2
$
282
$
57
68
58
756
224
182
318
691
$
1,480
58
38
787
The company does not disclose total assets by segment as it is not provided to the chief operating decision maker.
Intersegment sales primarily include sales of cans, ends and parts and equipment used in the manufacturing process.
Corporate and unallocated items include corporate and administrative costs, research and development, and unallocated items
such as stock-based compensation and insurance costs.
A reconciliation of segment income of reportable segments to income before income taxes for the three years ended
December 31, 2023, 2022 and 2021 follows:
Segment income of reportable segments
Other
Corporate and unallocated items
Restructuring and other
Amortization of intangibles
Loss from early extinguishments of debt
Other pension and postretirement
Interest expense
Interest income
Foreign exchange
Income / (loss) from continuing operations before income
taxes and equity in net earnings of affiliates
$
2023
2022
2021
$
1,560
117
(131)
(114)
(163)
(1)
(49)
(436)
53
(41)
1,318
240
(115)
52
(159)
(11)
16
(284)
15
(16)
$
1,480
144
(124)
28
(165)
(68)
(1,515)
(253)
9
45
$
795
$
1,056
$
(419)
For the three years ended December 31, 2023, 2022 and 2021, intercompany profit of $13, $19 and $8 was eliminated within
segment income of other.
For the years ended December 31, 2023, 2022 and 2021, two customers each accounted for 12% and 11%, of the Company's
consolidated net sales. These customers are global beverage companies served by the Company's beverage operations in the
Americas, Europe and Asia.
Sales by major product were:
Metal beverage cans and ends
Transit packaging
Metal food cans and ends
Other products
Other metal packaging
Total
2023
2022
2021
7,514
2,256
1,013
701
526
12,010
$
$
8,096
2,545
1,099
598
605
12,943
$
$
6,982
2,530
789
580
513
11,394
$
$
87
Crown Holdings, Inc.
The following table provides sales and long-lived asset information for the major countries in which the Company operates.
Long-lived assets comprises property, plant and equipment.
United States
Mexico
Brazil
Canada
United Kingdom
Vietnam
Other
Total
2023
$ 4,482
1,129
991
823
494
423
3,668
$ 12,010
Net Sales
2022
$ 4,740
1,080
1,011
893
521
547
4,151
$ 12,943
2021
$ 4,182
896
933
782
412
342
3,847
$ 11,394
Long-Lived Assets
2022
2023
$
$
1,694
560
500
99
466
317
1,426
5,062
$
$
1,557
464
530
95
262
282
1,350
4,540
88
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
For the year ended December 31, 2023
Allowances deducted from assets
to which they apply:
Deferred tax assets
173
7
(1)
7
(8)
178
For the year ended December 31, 2022
Allowances deducted from assets
to which they apply:
Deferred tax assets
227
(49)
(3)
—
(2)
173
For the year ended December 31, 2021
Allowances deducted from assets
to which they apply:
Deferred tax assets
204
38
(3)
—
(12)
227
ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
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.
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, 2023
that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
89
Crown Holdings, Inc.
ITEM 9B.
OTHER INFORMATION
Rule 10b5-1 Trading Plans
During the fiscal quarter ended December 31, 2023, none of our directors or executive officers adopted or terminated any
contract, instruction or written plan for the purchase or sale of our securities to satisfy the affirmative defense conditions of
Rule 10b5-1(c) or any "non-Rule 10b5-1 trading arrangement."
ITEM 9C.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
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.
Title
Year Assumed
Present Title
Name
Timothy J. Donahue
Kevin C. Clothier
Gerard H. Gifford
Djalma Novaes, Jr.
Carlos Baila
Matthew R. Madeksza
Age
61
55
68
63
56
60
President and Chief Executive Officer
Senior Vice President and Chief Financial Officer
Executive Vice President and Chief Operating Officer
President – Americas Division
President – Asia Pacific Division
President – Transit Packaging Division
Christy L. Kalaus
44 Vice President and Corporate Controller
2016
2022
2017
2015
2023
2022
2022
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.
90
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, May 2, 2024” 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, 2023 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)
310,060
310,060
—
—
Number of Securities
Remaining Available
For Future Issuance
Under Equity
Compensation
Plans (Excluding
Securities Reflected
In Column (a))
(c)
4,793,557
4,793,557
Plan category
Equity compensation plans
approved by security holders
Equity compensation plans not
approved by security holders
Total
(1)
Includes the 2013 and 2022 Stock-Based Incentive Compensation Plans.
(2) Includes 310,060 shares of deferred stock awarded from the 2013 and 2022 Stock-Based Incentive Compensation
Plans during each year from 2019 through 2023. 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.
(3) Includes 3,936,156, 669,185 and 498,276 shares available for issuance at December 31, 2023 under the 2013 and
2022 Stock Based Incentive Compensation Plans, 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.
91
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, 2023, 2022 and 2021
Consolidated Statements of Comprehensive Income for the years ended December 31, 2023, 2022 and 2021
Consolidated Balance Sheets as of December 31, 2023 and 2022
Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021
Consolidated Statements of Changes in Shareholders' Equity for the years ended December 31, 2023, 2022 and 2021
Notes to Consolidated Financial Statements
(2) Financial Statement Schedules:
Schedule II – Valuation and Qualifying Accounts and Reserves for the years ended December 31, 2023, 2022 and 2021
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
4.g
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 3.1 of the
Registrant's Current Report on Form 8-K dated December 13, 2022 (File No. 001-41550)).
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)).
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)).
92
Crown Holdings, Inc.
4.h
4.i
4. j
4. k
4.l
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 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)).
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, relating to the €600 million 3.375%
Senior Notes due 2025 (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.m 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.n
4.o
4.p
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.q
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
93
Crown Holdings, Inc.
4.r
4.s
4.t
4.u
4. v
4.w
4.x
4.y
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)).
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 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)).
Fourth Amendment to Amended and Restated Credit Agreement, dated as of October 4, 2021, 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.
Purchase Agreement, dated as of March 14, 2022, by and among Crown Holdings, Inc., Crown Americas LLC,
BNP Paribas Securities Corp., Citigroup Global Markets Inc. and Mizuho Securities USA LLC, as
representatives of the initial purchasers, and the Guarantors (as defined therein) (incorporated by reference to
Exhibit 10.1 of the Registrant’s Current Report on Form 8-K dated March 17, 2022 (File No. 000-50189)).
Indenture, dated as of March 17, 2022, among Crown Americas LLC, as Issuer, the Guarantors named therein
and U.S. Bank National Association, as Trustee, relating to the $500 million 5.25% Senior Notes due 2030
(incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K dated March 21, 2022
(File No. 000-50189)).
Registration Rights Agreement, dated as of March 17, 2022, by and among Crown Holdings, Inc., Crown
Americas LLC, BNP Paribas Securities Corp., Citigroup Global Markets Inc. and Mizuho Securities USA LLC,
as representatives of the initial purchasers, and the Guarantors (as defined therein), relating to the $500 million
5.25% Senior Notes due 2030 (incorporated by reference to Exhibit 4.2 of the Registrant’s Current Report on
Form 8-K dated March 21, 2022 (File No. 000-50189)).
Incremental Amendment No. 3 and Fifth Amendment, dated August 8, 2022, to Amended and Restated Credit
Agreement, dated April 7, 2017, among Crown Holdings, Inc., Crown Americas LLC, Crown European
Holdings S.A., the Subsidiary Borrowers party thereto, Crown Metal Packaging Canada LP, Crown Cork &
Seal Company, Inc., the Parent Guarantors party thereto, the other Credit Parties party thereto, the Lenders party
thereto, Deutsche Bank AG Canada Branch, Deutsche Bank AG London Branch, and Deutsche Bank AG New
York Branch (incorporated by reference to Exhibit 4.z of the Registrant’s Current Report on Form 8-K dated
August 11, 2022 (File No. 000-50189)).
4.z
Purchase Agreement, dated as of May 9, 2023, by and among Crown Holdings, Inc., Crown European Holdings
S.A., BNP Paribas, as representative of the Initial Purchasers named in Schedule I thereto, and the Guarantors
94
Crown Holdings, Inc.
(as defined therein) (incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K
dated May 11, 2023 (File No. 000-50189)).
4.aa
4.bb
4.cc
Indenture, dated as of May 18, 2023, among Crown European Holdings S.A., Crown Holdings, Inc., the other
guarantors party thereto, BNP Paribas, as representative of the several initial purchases party thereto, U.S. Bank
Trust Company, National Association, as Trustee, Elavon Financial Services DAC, as paying agent, registrar
and transfer agent, relating to the €500,000,000 5.000% senior unsecured notes due 2028 (incorporated by
reference to Exhibit 4.1 of the Registrant's Current Report on Form 8-K dated May 24, 2023 (File No.
000-50189)).
Purchase Agreement, dated as of November 30, 2023, by and among Crown Holdings, Inc., Crown European
Holdings S.A., BNP Paribas, as representative of the Initial Purchasers named in Schedule I thereto, and the
Guarantors (as defined therein) (incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on
Form 8-K dated December 4, 2023 (File No. 000-50189)).
Indenture, dated as of December 11, 2023, among Crown European Holdings S.A., Crown Holdings, Inc., the
other guarantors party thereto, BNP Paribas, as representative of the several initial purchasers party thereto,
U.S. Bank Trust Company, National Association, as Trustee, Elavon Financial Services DAC, as paying agent,
registrar and transfer agent, relating to the €500,000,000 4.750% senior unsecured notes due 2029 (incorporated
by reference to Exhibit 4.1 of the Registrant's Current Report on Form 8-K December 12, 2023 (File No.
000-50189)).
4.dd Description of the Registrant’s Securities (incorporated by reference to Exhibit 4.ff of the Registrant’s Annual
Report on Form 10-k for the year ended December 31, 2019 (File No. 000-50189)).
4.ee 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) 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)).
(2)
(3)
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)).
(4) 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)).
(5)
(6)
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)).
Employment Agreement, dated January 7, 2022, between Crown Holdings, Inc. and Kevin C. Clothier
(incorporated by reference to Exhibit 10.1 of the Registrant’s Periodic Report on Form 8-K filed January
11, 2022 (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)).
95
Crown Holdings, Inc.
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) 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)).
(2)
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)).
(3) 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. 000-50189)).
(4)
(5)
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)).
(6) 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)).
(7) 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)).
(8) Amendment No.1 to Amend and Restate Senior Executive Retirement Agreement, effective October 21,
2020, between Crown Holdings, Inc. and Gerard Gifford (incorporated by reference to Exhibit 10.d of
the Registrant’s Quarterly Report on Form 10-Q for the Quarter ended September 30, 2020 (File No.
000-50189)).
10.e
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.f Crown Holdings, Inc. Deferred Compensation Plan for Directors.
10.g 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.h 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.i
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)).
96
Crown Holdings, Inc.
10.j
10.k
10.l
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)).
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.m 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)).
10.n Amendment No. 1, effective February 28, 2020, to the Crown Holdings, Inc. 2013 Stock-Based Incentive
Compensation Plan (incorporated by reference to Exhibit 10.2 of the Registrant's Quarterly Report on From 10-
Q for the quarter ended March 31, 2020 (File No. 000-50189)).
10.o Amendment No. 2, effective February 25, 2021, to the Crown Holdings, Inc. 2013 Stock-Based Incentive
Compensation Plan.
10.p Transaction Bonus Agreement, effective April 16, 2021, by, and between Crown Holdings, Inc. and Didier
Sourisseau (incorporated by reference to Exhibit 10(d)(12) of the Registrant’s Periodic Report on Form 8-K
filed July 23, 2022 (File No. 000-50189)).
10.q Consulting Agreement, effective August 1, 2021, by, and between Crown Holdings, Inc. and Didier Sourisseau
(incorporated by reference to Exhibit 10(d)(13) of the Registrant’s Periodic Report on Form 8-K filed July 23,
2022 (File No. 000-50189)).
10.r Separation Letter Agreement, dated as of October 26, 2022, between Crown Holdings, Inc. and Robert Bourque,
Jr.
10.s
Executive Employment Agreement, effective January 1, 2023, between Crown Holdings, Inc. and Carlos Baila.
10.t
Crown Holdings, Inc. 2022 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 21, 2022 (File No. 000-50189)).
10.u Amendment No. 1, to the Crown Holdings, Inc. 2022 Stock-Based Incentive Compensation Plan.
10.v Crown Cork & Seal Company, Inc. Amended and Restated Restoration Plan (incorporated by reference to
Exhibit 10.o of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 (File No.
000-50189)).
10.v Executive Employment Agreement, effective 25 October, 2022, between Crown Holdings, Inc. and Matthew R.
Madeksza (incorporated by reference to Exhibit 10.p of the Registrant’s Quarterly Report on Form 10-Q for the
quarter ended September 30, 2022 (File No. 000-50189)).
10.v Share and Asset Purchase Agreement, dated as of April 8, 2021, by and among the Company, Crown Cork &
Seal Deutschland Holdings GmbH, Blitz F21-387 GmbH, Kouti B.V. and Macsco 20.10 Limited (incorporated
by reference to Exhibit 2.1 of the Registrant’s Current Report on Form 8-K dated April 13, 2021 (File No.
000-50189)).
10.v Director Appointment and Nomination Agreement, dated as of December 12, 2022, by and between the Icahn
Group and Crown Holdings, Inc. (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report
on Form 8-K dated December 13, 2022 (File No. 001-41550)).
97
10.v Crown Holdings, Inc. Executive Officer Cash Severance Policy.
Crown Holdings, Inc.
Exhibits 10.c through 10.v are management contracts or compensatory plans or arrangements required to be filed as
exhibits pursuant to Item 14(c) of this Report.
21
22
23
Subsidiaries of Registrant.
List of Guarantors.
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
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
Kevin C. Clothier, Senior Vice President and Chief Financial Officer of Crown Holdings, Inc.
97
Crown Holdings, Inc. Compensation Recovery Policy, effective October 2, 2023.
101
The following financial information from the Registrant’s Annual Report on Form 10-K for the year ended
December 31, 2023 formatted in Inline XBRL (eXtensible Business Reporting Language): (i) Consolidated
Statements of Operations for the twelve months ended December 31, 2023, 2022 and 2021, (ii) Consolidated
Statements of Comprehensive Income for the twelve months ended December 31, 2023, 2022 and 2021; (iii)
Consolidated Balance Sheets as of December 31, 2023 and December 31, 2022, (iv) Consolidated Statements of
Cash Flows for the twelve months ended December 31, 2023, 2022 and 2021, (v) Consolidated Statements of
Changes in Shareholders' Equity for the twelve months ended December 31, 2023, 2022 and 2021 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.
98
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/ Christy L. Kalaus
Christy L. Kalaus
Vice President and Corporate Controller
Date: February 27, 2024
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Timothy J. Donahue, Kevin C. Clothier
and Adam J. Dickstein, 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
2023 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/ Kevin C. Clothier
Kevin C. Clothier
/s/ Christy L. Kalaus
Christy L. Kalaus
/s/ Richard H. Fearon
Richard H. Fearon
/s/ Andrea J. Funk
Andrea J. Funk
/s/ Stephen J. Hagge
Stephen J. Hagge
/s/ James H. Miller
James H. Miller
/s/ Josef M. Müller
Josef M. Müller
Chairman of the Board, President and Chief Executive Officer
Senior Vice President and Chief Financial Officer
Vice President and Corporate Controller
DIRECTORS
/s/ B. Craig Owens
B. Craig Owens
/s/ Angela M. Snyder
Angela M. Snyder
/s/ Caesar F. Sweitzer
Caesar F. Sweitzer
/s/ Marsha C. Williams
Marsha C. Williams
/s/ Dwayne A. Wilson
Dwayne A. Wilson
99
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Please visit our website www.crowncork.com
to read more of our story and obtain additional information.
C O R P O R A T E / A M E R I C A S D I V I S I O N H E A D Q U A R T E R S
Crown Holdings, Inc.
Crown Americas LLC
Hidden River Corporate Center Two
14025 Riveredge Drive, Suite 300
Tampa, FL 33637 USA
Main Tel: +1 (215) 698-5100
E U R O P E A N D I V I S I O N H E A D Q U A R T E R S
Crown Packaging Europe Division GmbH
Baarermatte
CH-6340 Baar
Switzerland
Main Tel: +41 41 759 10 00
A S I A P A C I F I C D I V I S I O N H E A D Q U A R T E R S
Crown Asia Pacific Holdings Pte. Ltd.
1 HarbourFront Place #03-01
HarbourFront Tower One
Singapore 098633
Main Tel: +65 6423 9798
T R A N S I T P A C K A G I N G D I V I S I O N H E A D Q U A R T E R S
Hidden River Corporate Center Two
14025 Riveredge Drive, Suite 500
Tampa, Florida 33637 USA
Main Tel: +1 (847) 724-6100
This report is printed on recycled paper using soy-based inks.