SEC Info - Crown Holdings Inc. - ‘10-Q’ for 3/31/23

2023

2022

Net sales

i 2,974

i 3,162

Cost of products sold, excluding depreciation and amortization

i 2,411

i 2,547

Depreciation and amortization

i 123

i 115

Selling and administrative expense

i 160

i 157

Restructuring and other, net

i 11

( i 1)

Income from operations

i 269

i 344

Other pension and postretirement

i 11

( i 4)

Interest expense

i 102

i 54

Interest income

( i 9)

( i 3)

Foreign exchange

i 4

( i 10)

Income before taxes and equity in net earnings of affiliates

i 161

i 307

Provision for income taxes

i 42

i 78

Equity in net earnings of affiliates

i 3

i 17

Net income

i 122

i 246

Net income attributable to noncontrolling interests

i 20

i 30

Net income attributable to Crown Holdings

i 102

i 216

Earnings per common share attributable to Crown Holdings:

Basic

i 0.86

i 1.75

Diluted

i 0.85

i 1.74

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

Crown Holdings, Inc.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In millions)

(Unaudited)

Three Months Ended

2023

2022

Net income

i 122

i 246

Other comprehensive income / (loss), net of tax:

Foreign currency translation adjustments

i 89

i 13

Pension and other postretirement benefits

i 10

i 7

Derivatives qualifying as hedges

i 5

i 42

Total other comprehensive income

i 104

i 62

Total comprehensive income

i 226

i 308

Net income attributable to noncontrolling interests

i 20

i 30

Translation adjustments attributable to noncontrolling interests

i 1

i —

Derivatives qualifying as hedges attributable to noncontrolling interests

i —

i 3

Comprehensive income attributable to Crown Holdings

i 205

i 275

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

Crown Holdings, Inc.

CONSOLIDATED BALANCE SHEETS (Condensed)

(In millions)

(Unaudited)


	March 31, 2023		December 31, 2022
Assets
Current assets
Cash and cash equivalents	$	i 403	$	i 550
Receivables, net	i 1,957		i 1,843
Inventories	i 2,058		i 2,014
Prepaid expenses and other current assets	i 244		i 252

Total current assets	i 4,662		i 4,659

Goodwill	i 3,002		i 2,951
Intangible assets, net	i 1,337		i 1,358
Property, plant and equipment, net	i 4,704		i 4,540
Operating lease right-of-use assets, net	i 224		i 221
Other non-current assets	i 483		i 572
Total assets	$	i 14,412	$	i 14,301

Liabilities and equity
Current liabilities
Short-term debt	$	i 163	$	i 76
Current maturities of long-term debt	i 124		i 109
Current portion of operating lease liabilities	i 44		i 44
Accounts payable	i 2,373		i 2,773
Accrued liabilities	i 872		i 930

Total current liabilities	i 3,576		i 3,932

Long-term debt, excluding current maturities	i 7,046		i 6,792
Pension and postretirement liabilities	i 398		i 394
Non-current portion of operating lease liabilities	i 187		i 184
Other non-current liabilities	i 723		i 712
Commitments and contingent liabilities (Note I)	i		i
Noncontrolling interests	i 452		i 438
Crown Holdings shareholders’ equity	i 2,030		i 1,849
Total equity	i 2,482		i 2,287
Total liabilities and equity	$	i 14,412	$	i 14,301

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

Crown Holdings, Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Condensed)

(In millions)

(Unaudited)


	Three Months Ended
	March 31,
	2023		2022
Cash flows from operating activities
Net income	$	i 122	$	i 246
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization	i 123		i 115


Restructuring and other, net	i 11		( i 1)
Pension expense	i 15		i 8
Pension contributions	i 1		i 20
Stock-based compensation	i 11		i 10
Equity earnings, net of distributions	i 27		( i 14)
Working capital changes and other	( i 545)		( i 685)
Net cash used for operating activities	( i 235)		( i 301)
Cash flows from investing activities
Capital expenditures	( i 233)		( i 117)

Net investment hedge	i 13		i 13
Proceeds from sale of business, net of cash	i —		i 6

Proceeds from sale of property, plant and equipment	i 1		i 12
Acquisitions of business, net of cash	i —		( i 23)
Distribution from equity method investment	i 56		i —
Other	i 2		( i 8)
Net cash used for investing activities	( i 161)		( i 117)
Cash flows from financing activities
Net change in revolving credit facility and short-term debt	i 331		i 158
Proceeds from long-term debt	i —		i 601
Payments of long-term debt	( i 24)		( i 42)
Debt issuance costs	i —		( i 7)
Foreign exchange derivatives related to debt	i 2		i —
Payments of finance leases	( i 1)		( i 1)
Dividends paid to noncontrolling interests	( i 11)		( i 11)
Dividends paid to shareholders	( i 29)		( i 27)
Common stock repurchased	( i 6)		( i 350)
Net cash provided by financing activities	i 262		i 321
Effect of exchange rate changes on cash, cash equivalents and restricted cash	( i 3)		( i 36)
Net change in cash, cash equivalents and restricted cash	( i 137)		( i 133)
Cash, cash equivalents and restricted cash at January 1	i 639		i 593
Cash, cash equivalents and restricted cash at March 31	$	i 502	$	i 460

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

Crown Holdings, Inc.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(In millions)

(Unaudited)

Crown Holdings, Inc. Shareholders’ Equity

Common Stock

Paid-in Capital

Retained Earnings

Accumulated Other Comprehensive Loss

Total Crown Equity

Noncontrolling Interests

Total Shareholders' Equity

Balance at January 1, 2023

i 600

i —

i 3,141

( i 1,892)

i 1,849

i 438

i 2,287

Net income

i 102

i 20

i 122

Other comprehensive income

i 103

i 1

i 104

Dividends declared

( i 29)

( i 7)

( i 36)

Restricted stock awarded

i 1

( i 1)

i —

Stock-based compensation

i 11

Common stock repurchased

( i 6)

Balance at March 31, 2023

i 601

i 4

i 3,214

( i 1,789)

i 2,030

i 452

i 2,482

Balance at January 1, 2022

i 630

i —

i 3,180

( i 1,898)

i 1,912

i 418

i 2,330

Net income

i 216

i 30

i 246

Other comprehensive income

i 59

i 3

i 62

Dividends declared

( i 27)

( i 11)

( i 38)

Restricted stock awarded

i 1

( i 1)

i —

Stock-based compensation

i 10

Common stock repurchased

( i 15)

( i 335)

( i 350)

Balance at March 31, 2022

i 616

i —

i 3,043

( i 1,839)

i 1,820

i 440

i 2,260

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

Crown Holdings, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except per share and statistical data)

(Unaudited)

A. i Statement of Information Furnished

The condensed consolidated financial statements ("consolidated financial statements") include the accounts of Crown Holdings, Inc. and its consolidated subsidiaries (the “Company”). The accompanying unaudited interim consolidated financial statements have been prepared in accordance with Form 10-Q instructions. In the opinion of management, these consolidated financial statements contain all adjustments of a normal and recurring nature necessary for a fair statement of the financial position of the Company as of March 31, 2023 and the results of its operations for the three months ended March 31, 2023 and 2022 and of its cash flows for the three months ended March 31, 2023 and 2022. The results reported in these consolidated financial statements are not necessarily indicative of the results that may be expected for the entire year. These results have been determined on the basis of accounting principles generally accepted in the United States of America (“GAAP”), the application of which requires management’s utilization of estimates, and actual results may differ materially from the estimates utilized.

Certain information and footnote disclosures normally included in financial statements presented in accordance with GAAP have been condensed or omitted. The year-end condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP. The accompanying consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2022.

B. i Recent Accounting and Reporting Pronouncements

i In September 2022, the Financial Accounting Standards Board issued 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 guidance became effective for the Company on January 1, 2023, except for the disclosure of rollforward information, which is effective for fiscal years beginning after December 15, 2023.

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 i 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 i 150 days or less, consistent with the commercial terms and conditions as agreed upon with suppliers. The Company had $ i 810 and $ i 1,037 confirmed obligations outstanding under these supplier finance programs as of March 31, 2023 and December 31, 2022 included in Accounts Payable.

C. i Cash, Cash Equivalents, and Restricted Cash

i i

Cash, cash equivalents, and restricted cash included in the Company's Consolidated Balance Sheets and Statement of Cash Flows were as follows:


	March 31, 2023		December 31, 2022
Cash and cash equivalents	$	i 403	$	i 550
Restricted cash included in prepaid expenses and other current assets	i 99		i 89

Total cash, cash equivalents and restricted cash	$	i 502	$	i 639

/ /

Amounts included in restricted cash primarily represent amounts required to be segregated by certain of the Company's receivables securitization agreements.

Crown Holdings, Inc.

D. i Receivables


	March 31, 2023		December 31, 2022
Accounts receivable	$	i 1,189	$	i 1,132
Less: allowance for credit losses	( i 36)		( i 22)
Net trade receivables	i 1,153		i 1,110
Unbilled receivables	i 437		i 363
Miscellaneous receivables	i 367		i 370
Receivables, net	$	i 1,957	$	i 1,843

Accounts receivable as of March 31, 2023 includes approximately $ i 60 due from a customer in the Company's Americas Beverage segment that filed for bankruptcy in March 2023. The Company possesses a security interest related to the supply agreement which was considered in the Company's allowance for credit losses.

In December 2021, the Company's Bowling Green plant sustained tornado damage, resulting in curtailment of operations. The Company resumed operations in March 2022. However, it continued to incur incremental costs, including freight and warehousing expenses, to meet customer demand as the plant returned to full operational capacity. As of December 31, 2022 the Company had an insurance receivable, within miscellaneous receivables, of $ i 23 for incremental expenses incurred. During the three months ended March 31, 2023, the Company received insurance proceeds of $ i 22 for incremental expenses and $ i 1 for property damage.

E. i Inventories


	March 31, 2023		December 31, 2022
Raw materials and supplies	$	i 1,303	$	i 1,352
Work in process	i 175		i 156
Finished goods	i 580		i 506
	$	i 2,058	$	i 2,014

F. i Intangible Assets

Gross carrying amounts and accumulated amortization of finite-lived intangible assets by major class were as follows:

Gross

Accumulated amortization

Net

Gross

Accumulated amortization

Net

Customer relationships

i 1,375

( i 577)

i 798

i 1,356

( i 542)

i 814

Trade names

i 534

( i 112)

i 422

i 530

( i 106)

i 424

Technology

i 158

( i 115)

i 43

i 157

( i 109)

i 48

Long term supply contracts

i 156

( i 84)

i 72

i 146

( i 76)

i 70

Patents

i 11

( i 9)

i 2

i 11

( i 9)

i 2

i 2,234

( i 897)

i 1,337

i 2,200

( i 842)

i 1,358

Amortization expense was $ i i 40 / for the three months ended March 31, 2023 and 2022.

Crown Holdings, Inc.

G. i Restructuring and Other

The Company recorded restructuring and other items as follows:


	Three Months Ended
	March 31,
	2023		2022
Asset sales and impairments	$	i 2	$	( i 5)
Restructuring	i 9		i 3
Other costs	i —		i 1

	$	i 11	$	( i 1)

For the three months ended March 31, 2023, restructuring primarily included headcount reductions in the Company's European Beverage and Other segments.

For the three months ended March 31, 2022, asset sales and impairments related to various land and building sales in the Company's Asia Pacific segment which were closed as part of prior restructuring actions.

At March 31, 2023, the Company had a restructuring accrual of $ i 25, primarily related to the actions referenced above and $ i 16 related to an overhead cost reduction program initiated by the Company's Transit Packaging segment in 2022. The Company recorded a restructuring charge of $ i 29 in 2022 and made severance payments of $ i 5 in the three months ended March 31, 2023 related to this program. The Company continues to review its costs structure and may record additional restructuring charges in the future.

H. i Asbestos-Related Liabilities

Crown Cork & Seal Company, 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 i 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.

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.

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 claims 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 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 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.

Crown Holdings, Inc.

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.

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.

During the three months ended March 31, 2023, the Company paid $ i 4 to settle asbestos claims and pay related legal and defense costs and had claims activity as follows:


Beginning claims			i 57,500
New claims			i 200
Settlements or dismissals			( i 100)
Ending claims			i 57,600

In the fourth quarter of each year, the Company performs an analysis of outstanding claims and categorizes these claims by year of exposure and state filed. As of December 31, 2022, the Company's outstanding claims were:


Claimants alleging first exposure after 1964			i 17,000
Claimants alleging first exposure before or during 1964 filed in:
Texas			i 13,000
Pennsylvania			i 1,500
Other states that have enacted asbestos legislation			i 6,000
Other states			i 20,000
Total claims outstanding			i 57,500

The outstanding claims in each period exclude approximately i 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 the Company's settlement experience with post-1964 claims, it does not believe that an adverse ruling in the Texas or Pennsylvania asbestos litigation cases, or in any other state that has enacted asbestos legislation, would have a material impact on the Company with respect to such claims.

As of December 31, 2022 and 2021, the percentage of outstanding claims related to claimants alleging serious diseases (primarily mesothelioma and other malignancies) were as follows:


	2022		2021
Total claims	i 24	%	i 24	%
Pre-1965 claims in states without asbestos legislation	i 43	%	i 42	%

Crown Holdings, Inc.

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 March 31, 2023.

As of March 31, 2023, the Company’s accrual for pending and future asbestos-related claims and related legal costs was $ i 216, including $ i 172 for unasserted claims. The Company determines its accrual without limitation to a specific 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 (which was not specified for approximately i 82% of the claims outstanding at the end of 2022), 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).

I. i 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 $ i 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 $ i 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 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 $ i 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

Crown Holdings, Inc.

U.S. during the period 2004 -2009. CBP initially assessed a penalty of $ i 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. If the FCA finds that the Company or its subsidiaries violated competition law, the FCA may levy fines. Proceedings with respect to this matter are ongoing and the Company is unable to predict the ultimate outcome including the amount of fines, if any, that may be levied by the FCA. The Company intends to vigorously defend against the allegations in the statement of objections.

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 March 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.

Crown Holdings, Inc.

J. i Derivative and Other Financial Instruments

Fair Value Measurements

Under 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 later in this note. In addition, see Note K 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.

Cash Flow Hedges

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 comprehensive income is the same as that of the underlying exposure. Contracts outstanding at March 31, 2023 mature between one and i twenty-one months.

Crown Holdings, Inc.

The Company uses commodity forward contracts to hedge anticipated purchases of various commodities, primarily aluminum, 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 use 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 of derivative instruments.

Amount of gain/(loss) recognized in OCI

Three Months Ended March 31,

Derivatives in cash flow hedges

2023

2022

Foreign exchange

i 2

( i 5)

Commodities

i 1

i 50

i 3

i 45

Amount of gain/(loss) reclassified from AOCI into income

Three Months Ended March 31,

Derivatives in cash flow hedges

2023

2022

Affected line items in the Statement of Operations

Foreign exchange

i —

( i 5)

Net sales

Commodities

( i 2)

( i 11)

Net sales

Foreign exchange

i 1

( i 1)

Cost of products sold, excluding depreciation and amortization

Commodities

( i 3)

i 26

Cost of products sold, excluding depreciation and amortization

( i 4)

i 9

Income before taxes and equity in net earnings of affiliates

i 1

( i 3)

Provision for income taxes

Total Reclassified

( i 3)

i 6

Net income

For the twelve-month period ending March 31, 2024, a net loss of $ i 10 ($ i 8, net of tax) is expected to be reclassified to earnings for commodity and foreign exchange contracts. i i No / material amounts were reclassified during the three months ended March 31, 2023 and 2022 in connection with anticipated transactions that were considered probable of not occurring.

Fair Value Hedges and Contracts Not Designated as Hedges

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 three months ended March 31, 2023 and 2022, the Company recorded losses of $ i 5 and $ i 21, respectively, 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 quality for hedge accounting; however, they are effective economic hedges as the changes in their fair value, except for time value, are offset by changes arising from re-measurement of the related hedged items. The

Crown Holdings, Inc.

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 amounts of gain/(loss) recognized in income

Three Months Ended March 31,

Derivatives not designated as hedges

2023

2022

Affected line item in the Statement of Operations

Foreign exchange

i —

( i 4)

Net sales

Foreign exchange

( i 1)

i 1

Cost of products sold, excluding depreciation and amortization

Foreign exchange

i 4

( i 10)

Foreign exchange

i 3

( i 13)

Net Investment Hedges

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.

During the three months ended March 31, 2023, the Company recorded a loss of $ i 16 ($ i 14, 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. During the three months ended March 31, 2022, the Company recorded a gain of $ i 17 ($ i 10, net of tax) in other comprehensive income for these net investment hedges. As of March 31, 2023 and December 31, 2022, cumulative gains of $ i 85 ($ i 97, net of tax) and $ i 101 ($ i 111, net of tax), respectively, were recognized in accumulated other comprehensive income related to these net investment hedges and the carrying amount of the hedging instruments were € i 948 ($ i 1,029) at March 31, 2023.

The following tables set forth the impact on AOCI from changes in the fair value of derivative instruments designated as net investment hedges.


	Amount of gain / (loss) recognized in AOCI
	Three Months ended March 31,
Derivatives designated as net investment hedges	2023		2022
Foreign exchange	$	( i 5)	$	i 2

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.

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

i 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 March 31, 2023 and December 31, 2022, respectively. The fair values of these financial instruments were reported under Level 2 of the fair value hierarchy.

Crown Holdings, Inc.

Balance Sheet classification

Balance Sheet classification

Derivatives designated as hedging instruments

Foreign exchange contracts cash flow

Prepaid expenses and other current assets

i 3

Accrued liabilities

i 1

i 2

Other non-current assets

i —

i 1

Other non-current liabilities

i —

Foreign exchange contracts fair value

Prepaid expenses and other current assets

i 2

i 4

Accrued liabilities

i 5

i 4

Commodities contracts cash flow

Prepaid expenses and other current assets

i 14

i 11

Accrued liabilities

i 24

i 27

Other non-current assets

i 1

i —

Other non-current liabilities

i —

Net investment hedge

Other non-current assets

i 83

i 90

Other non-current liabilities

i —

i 103

i 109

i 30

i 33

Derivatives not designated as hedging instruments

Foreign exchange contracts

Prepaid expenses and other current assets

i 3

i 8

Accrued liabilities

i 1

i 2

Total derivatives

i 106

i 117

i 31

i 35

Carrying amount of the hedged assets / liabilities

March 31,
2023

December 31,
2022

Line item in the Balance Sheet in which the hedged item is included

Cash and cash equivalents

i 26

i 22

Receivables, net

i 24

i 16

Accounts payable

i 195

i 111

As of March 31, 2023 and December 31, 2022, the cumulative amounts of fair value hedging adjustments included in the carrying amount of the hedged assets and liabilities were a net gains of $ i i 3 / and $ i i 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 within the statement of financial position. i In the table below, the aggregate fair values of the Company's derivative assets and liabilities are presented on both a gross and net basis, where appropriate.


	Gross amounts recognized in the Balance Sheet	Gross amounts not offset in the Balance Sheet	Net amount
Balance at March 31, 2023
Derivative assets	$ i 106	$ i 27	$ i 79
Derivative liabilities	i 31	i 27	i 4

Balance at December 31, 2022
Derivative assets	i 117	i 13	i 104
Derivative liabilities	i 35	i 13	i 22

Crown Holdings, Inc.

Notional Values of Outstanding Derivative Instruments

The aggregate U.S. dollar-equivalent notional values of outstanding derivative instruments in the Consolidated Balance Sheets at March 31, 2023 and December 31, 2022 were:


	March 31, 2023		December 31, 2022
Derivatives designated as cash flow hedges:
Foreign exchange	$	i 84	$	i 287
Commodities	i 221		i 230

Derivatives designated as fair value hedges:
Foreign exchange	i 313		i 201
Derivatives designated as net investment hedges:
Foreign exchange	i 875		i 875
Derivatives not designated as hedges:
Foreign exchange	i 227		i 512

Crown Holdings, Inc.

K. i Debt

Principal

Carrying

Principal

Carrying

outstanding

amount

outstanding

amount

Short-term debt

i 163

i 76

Long-term debt

Senior secured borrowings:

Revolving credit facilities

i 586

i 329

Term loan facilities

U.S. dollar due 2027

i 1,800

i 1,792

i 1,800

i 1,792

Euro due 20271

i 586

i 578

Senior notes and debentures:

€ i 600 at i 2.625% due 2024

i 651

i 650

i 642

i 640

€ i 600 at i 3.375% due 2025

i 651

i 649

i 642

i 640

U.S. dollar at i 4.25% due 2026

i 400

i 397

i 400

i 397

U.S. dollar at i 4.75% due 2026

i 875

i 869

i 875

i 869

U.S. dollar at i 7.375% due 2026

i 350

i 348

i 350

i 348

€ i 500 at i 2.875% due 2026

i 544

i 540

i 536

i 532

U.S. dollar at i 5.25% due 2030

i 500

i 494

i 500

i 494

U.S. dollar at i 7.50% due 2096

i 40

Other indebtedness in various currencies

i 219

i 242

Total long-term debt

i 7,202

i 7,170

i 6,934

i 6,901

Less current maturities

( i 124)

( i 109)

Total long-term debt, less current maturities

i 7,078

i 7,046

i 6,825

i 6,792

(1) € i i 540 / at March 31, 2023 and December 31, 2022.

The estimated fair value of the Company’s long-term borrowings, using a market approach incorporating Level 2 inputs such as quoted market prices for the same or similar issues, was $ i 7,271 at March 31, 2023 and $ i 6,922 at December 31, 2022.

The U.S. dollar term loan interest rate was SOFR plus i i 1.35 / % and the Euro term loan interest rate was EURIBOR plus i i 1.25 / % at March 31, 2023 and at December 31, 2022.

L. i Pension and Other Postretirement Benefits

The components of net periodic pension and other postretirement benefits costs for the three months ended March 31, 2023 and 2022 were as follows:

Three Months Ended

March 31,

Pension benefits – U.S. plans

2023

2022

Service cost

i 3

i 5

Interest cost

i 12

i 8

Expected return on plan assets

( i 15)

( i 19)

Recognized net loss

i 11

i 12

Net periodic cost

i 11

i 6

Crown Holdings, Inc.

Three Months Ended

March 31,

Pension benefits – Non-U.S. plans

2023

2022

Service cost

i 3

i 2

Interest cost

i 5

i 4

Expected return on plan assets

( i 5)

Recognized net loss

i 1

Net periodic cost

i 4

i 2

Three Months Ended

March 31,

Other pension and postretirement

Prior service credit

i —

( i 5)

Other pension and postretirement

i 12

i 9

( i 2)

Provision for income taxes

Total reclassified

i 10

i 7

Net income

M. i Capital Stock

On December 9, 2021, the Company's Board of Directors authorized the repurchase of an aggregate amount of $ i 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 has remaining Board authorization to repurchase an additional $ i 2,300 of the Company's common stock under the program as of March 31, 2023.

For the three months ended March 31, 2023 and 2022, the Company declared and paid cash dividends of $ i i 0.24 / and $ i i 0.22 / per share, respectively. Additionally, on April 27, 2023, the Company's Board of Directors declared a dividend of $ i 0.24 per share payable on May 25, 2023 to shareholders of record as of May 11, 2023.

Crown Holdings, Inc.

N. i 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).

Defined benefit plans

Foreign currency translation

Gains and losses on cash flow hedges

Total

Balance at January 1, 2022

( i 768)

( i 1,158)

i 28

( i 1,898)

Other comprehensive income before reclassifications

i —

i 13

i 45

i 58

Amounts reclassified from accumulated other comprehensive income

i 7

i —

( i 6)

i 1

Other comprehensive income

i 7

i 13

i 39

i 59

Balance at March 31, 2022

( i 761)

( i 1,145)

i 67

( i 1,839)

Balance at January 1, 2023

( i 686)

( i 1,197)

( i 9)

( i 1,892)

Other comprehensive income before reclassifications

i —

i 88

i 2

i 90

Amounts reclassified from accumulated other comprehensive income

i 10

i —

i 3

i 13

Other comprehensive income

i 10

i 88

i 5

i 103

Balance at March 31, 2023

( i 676)

( i 1,109)

( i 4)

( i 1,789)

See Note J and Note L for further details of amounts related to cash flow hedges and defined benefit plans.

O. i Revenue

The Company recognized revenue as follows:

Three Months Ended

2023

2022

Revenue recognized over time

i 1,664

i 1,717

Revenue recognized at a point in time

i 1,310

i 1,445

Total revenue

i 2,974

i 3,162

See Note Q 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 $ i 30 and $ i 18 as of March 31, 2023 and December 31, 2022, respectively, included in prepaid and other current assets. During the three months ended March 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.

Crown Holdings, Inc.

P. i Earnings Per Share

The following table summarizes the computations of basic and diluted earnings per share attributable to the Company.

Three Months Ended

2023

2022

Net income attributable to Crown Holdings

i 102

i 216

Weighted average shares outstanding:

Basic

i 119.2

i 123.6

Dilutive restricted stock

i 0.4

i 0.8

Diluted

i 119.6

i 124.4

Basic earnings per share

i 0.86

i 1.75

Diluted earnings per share

i 0.85

i 1.74

For the three months ended March 31, 2023 and 2022, i 0.08 million and i 0.1 million contingently issuable common shares were excluded from the computation of diluted earnings per share because the effect would be anti-dilutive.

Q. i Segment Information

The Company evaluates performance and allocates resources based on segment income, which is not a defined term under GAAP. The Company defines segment income as income from operations adjusted to exclude intangibles amortization charges and provisions for restructuring and other. Segment income should not be considered in isolation or as a substitute for net income 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 the Company's operating segments.

External Sales

Three Months Ended

2023

2022

Americas Beverage

i 1,261

i 1,226

European Beverage

i 479

i 510

Asia Pacific

i 338

i 413

Transit Packaging

i 564

i 657

Other

i 332

i 356

Total

i 2,974

i 3,162

The primary sources of revenue included in Other are 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.

Crown Holdings, Inc.

Intersegment Sales

Three Months Ended

2023

2022

European Beverage

i —

i 30

Transit Packaging

i 13

i 8

Other

i 38

i 29

Total

i 51

i 67

Intersegment sales primarily include sales of cans, ends and parts and equipment used in the manufacturing process.

Segment Income

Three Months Ended

2023

2022

Americas Beverage

i 178

i 164

European Beverage

i 45

i 53

Asia Pacific

i 36

i 53

Transit Packaging

i 78

i 61

Total reportable segments

i 337

i 331

A reconciliation of segment income of reportable segments to income before income taxes is as follows:

Three Months Ended