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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, 20212022 | | | | | |
☐ | 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 000-50189
CROWN HOLDINGS, INC.
(Exact name of registrant as specified in its charter) | | | | | | | | | | | |
Pennsylvania | | | 75-3099507 |
(State or other jurisdiction of incorporation or organization) | | | (I.R.S. Employer Identification No.) |
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770 Township Line Road14025 Riveredge Drive, Suite 300 | YardleyTampa | PAFL | 19067-423233637-2015 |
(Address of principal executive offices) | | | (Zip Code) |
Registrant’s telephone number, including area code: 215-698-5100
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SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: | | | | | | | | |
Title of each class | Trading Symbols | Name of each exchange on which registered |
Common Stock $5.00 Par Value | CCK | New York Stock Exchange |
7 3/8% Debentures Due 2026 | CCK26 | New York Stock Exchange |
7 1/2% Debentures Due 2096 | CCK96 | New York Stock Exchange |
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE
(Title of Class)
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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
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Large Accelerated Filer | | ☒ | | Accelerated filer | | ☐ |
Non-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 ☒
As of June 30, 2021, 132,157,4772022 121,166,297 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 $1311,507167,815897,724594 based on the New York Stock Exchange closing price for such shares on that date.
As of February 23, 20222023, 124120,572091,262325 shares of the Registrant’s Common Stock were issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE | | | | | | | | |
Document | | Parts Into Which Incorporated |
Proxy Statement for the Annual Meeting of Shareholders to be held April 2827, 20222023 | | Part III to the extent described therein |
2021
2022 FORM 10-K ANNUAL REPORT
TABLE OF CONTENTS | | | | | | | | |
| PART I | |
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Item 2 | Properties | 21 | |
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| PART II | |
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| PART III | |
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| PART IV | |
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SIGNATURES | 96 | |
PART I
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, through its subsidiaries, is a worldwide leader in the design, manufacture and sale ofleading global supplier of rigid packaging products forto consumer goods and industrialmarketing companies, as well as transit and protective packaging products, equipment and services to a broad range of end markets. The Company's consumer packaging solutions primarily support the beverage and food industries, along with the personal care and household industries, through the development and sale of aluminum and steel cans. The Company's transit and protective packaging for industrial products includesinclude steel and plastic consumables and equipment, paper-based protective packaging, and plastic film consumables and equipment, which are sold into the metals, food and beverage, construction, agricultural, corrugated and general industries.
At December 31, 20212022, the Company operated 200199 plants along with sales and service facilities throughout 40 countries and had approximately 26,000 employees. In 20212022, consolidated net sales for the Company were $1112.49 billion with 63% derived from operations outside the United States ("U.S.")
The Company's strategy is to deploy capital into its global beverage can operations to expand production capacity to support growing customer demand in alcoholic and non-alcoholic drink categories. Beverage cans are the world’s most sustainable and recycled beverage packaging and continue to gain market share in new beverage product launches. The Company continues to drive brand differentiation by increasing its ability to offer multiple specialty can sizes. Size variations include slim and sleek cans, as well as larger sizes to help customers differentiate their products. It also continues to deliver new printing and decorating capabilities, as well as value-add 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 both financial performance and environmental, social and governance ("ESG") performance. The Company’s Twentyby30 program, which is a comprehensive sustainability strategy that outlines 20 measurable goals to be achieved by 2030, has accelerated critical initiatives and progress around carbon footprint management and social impact.
The Company continues to leverage the inherent ecofriendly 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.
Approximately 6466% of the Company's consolidated net sales were derived from the Company's global beverage can operations. The Company’s beverage can business is built around local, regional and global markets, which has served to develop the Company’s understanding of global customer and consumer expectations. The Company expects to continue to responsibly add beverage can capacity into many of its growing markets around the worldmeet customer needs, as necessary.
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. Our operations are set up in a strategic regional spread to cover a broad range of market areas and to best support our customers. While the Company operates in nearly all regions of the world, it consistently monitors and invests in growing markets, including Latin America and Southeast Asia.
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 20212022 of $45.41 billion and segment income (as defined under Note Y to the consolidated financial statements) of $756 million.
742 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 20212022 of $2.1.8 billion and segment income (as defined under Note Y to the consolidated financial statements) of $259144 million.
ASIA PACIFIC
The Asia Pacific segment primarily consisting of beverage can operations in Cambodia, China, Indonesia, Malaysia, Myanmar, Singapore, Thailand and Vietnam and also includes non-beverage can operations, primarily food cans and specialty packaging.
The Asia Pacific had net sales in 20212022 of $1.36 billion and segment income (as defined under Note Y to the consolidated financial statements) of $182172 million.
TRANSIT PACKAGING
The Company's Transit Packaging segment includes the Company’s worldwide industrial andproducts, protective solutions, and automation, equipment and tools businessesbusiness. Industrial solutionsproducts include steel strap, plastic strap, industrial film and other related products that are used in a wide range of industries. Protective solutions include transit protection products, such as airbags, edge protectors, and honeycomb products that help prevent movement of, and/or damage to, a wide range of industrial and consumer
goods during transport. Equipmentgoods during transport. Automation, equipment and tools includes manual, semi-automatic and automatic equipment and tools, which are primarily used in end-of-line operations to apply consumables such as strap and film.
The Transit Packaging had net sales in 20212022 of $2.5 billion and segment income (as defined under Note Y to the consolidated financial statements) of $318281 million.
OTHER
The Company's other segments ("Other") include the Company's food can, aerosol can and closures business in North America, and beverage tooling and equipment operations in the U.S. and United Kingdom ("U.K."). The Company manufactures a variety of food and aerosol cans and ends and aerosol cans in assorted shapes and sizes. The Company’s customers include manufacturers of 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 global service, innovative designs and technologies in a cost-effective manner.
With its global reach, the Company primarily markets and sells products to customers through its own sales and marketing 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 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, Ball Metalpack, Mauser Packaging Solutions, Can-Pack S.A., 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.
CUSTOMERS
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. Consolidation trends among beverage marketers have led to a concentrated customer base. The Company’s top ten global customers represented in the aggregate approximately 4749% of its 20212022 consolidated net sales.
For the yearyears ended December 31, 2022 and 2021, two customers each accounted for 11%12% and 11%, of the Company's consolidated net sales. For the year ended December 31, 2020 the same two customers accounted for 11% and 10%, 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. These same two customers accounted for 11% and 10%, respectively, of the Company's consolidated net sales in 2020. For the year ended December 31, 2019, one of these customers accounted for 12% of the Company's consolidated net sales.
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. In addition to sales to Coca-Cola and Pepsi-Cola, the Company also supplies independent licensees of Coca-Cola and Pepsi-Cola.
RESEARCH AND DEVELOPMENT
The Company's 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 Transit Packaging segment, supplementing their
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. In addition to sales to Coca-Cola and Pepsi-Cola, the Company also supplies independent licensees of Coca-Cola and Pepsi-Cola.
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 2022, consumption of aluminum and steel represented 44% and 9%, 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 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, as the Company recognizes its critical role in 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 environmental and social 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, meaning they can be repeatedly reused 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 recycling rates and recycled content rates. In addition, the Company is making strides in its energy and water usage on a global level, working to implement more renewable energy sources, minimize wastewater and execute water replenishment programs.
A few key, recent efforts the Company has made to be a more proactive sustainability leader include:
•In 2022, the Company co-hosted the beverage can industry’s first Global Aluminum Can Sustainability Summit, bringing together over 100 global attendees from various parts of the aluminum supply chain and facilitating important discussions aimed at driving actionable progress toward the industry’s sustainability goals.
•The Company committed to The Climate Pledge, targeting to achieve net-zero carbon emissions by 2040, a full 10 years ahead of the Paris Agreement goals.
•In 2022, Crown signed on to the United Nations (UN) Global Compact, a voluntary initiative based on CEO commitments to implement universal sustainability principles and take steps to support UN goals.
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.
As a result of its collective efforts, the Company has recently received the following recognition:
•In 2022, 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.
•The Company was named to the America's Most Responsible Companies 2023 list by Newsweek.
•The Company was ranked in the top 100 companies included in Forbes’ 2021 inaugural “World’s Top Female-Friendly Companies” list.
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, 2022, the Company had approximately 26,000 employees worldwide, with approximately 6,000 employed by the Americas Beverage segment, 3,500 employed by the European Beverage segment, 5,000 employed by the Asia Pacific segment, 8,000 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 11,400 employees. The Company did not experience any significant union-initiated work stoppages during the 2022 fiscal year and believes that its employee relations remain good. The Company does not expect that renegotiation of any collective bargaining agreements expiring in 2023 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 specialized skills 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 for the regions in which it operates and it engages employees with professional development opportunities that both contribute to the Company’s success and maximize their personal 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. These programs differ by region, but include Company-sponsored or subsidized medical insurance over and above government provisions, annual medical, cancer and audiometry screenings, voluntary health fairs and employee mental health assistance programs to improve health and wellness. 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 first 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 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.
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 or 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.
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 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, Eole™ easy-open food ends, OrbitTM easy-open metal vacuum closures, EcoPeelTM peelable food ends, PeelFitTM peelable food 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 a unique golf-ball texture on food cans to prevent counterfeiting and reduce material usage by almost 13%.
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 platforms are primarily responsible for designing and executing their own research and development projects and the development process is comprised of a customer-oriented, "outside-in" approach. They work with customers to determine their most pressing industrial packaging challenges, utilizing a rigorous multi-step product development process to ensure that they shape the ultimate product for both the customer and the broader market. Transit Packaging's track record of new product innovation is largely due to the success of this model.
Transit Packaging has been an industry leader in industrial packaging innovation over the last 100 years as evidenced by their introduction of the first strap packaging product (1913), the first fully-automatic strapping machine (1946), the industry's first battery operated plastic strap hand tools (1995), and most recently the industry's first battery-operated steel strap hand tools (2013). At the core of its intellectual property strategy is a focus on obtaining quality patents that cover key products and technologies, in alignment with its business objectives. Transit Packaging has grown its global patent portfolio to over 320has grown its global patent portfolio to over 360 U.S. issued patents or pending patent applications and over 1,130000 foreign issued patents or pending patent applications. The portfolio broadly covers about 320340 customized technologies and spans diverse business platforms, as well as the different countries in which it operates.
The Company spent $34 million in 2022, $47 million in 2021, and $48 million in 2020, and $50 million in 2019 in its RD&E activities. Certain of these activities are expected to improve and expand the Company's product lines in the future. These expenditures include projects to improve manufacturing efficiencies, reduce unit costs, and develop new and improved value-added packaging systems.
MATERIALS AND SUPPLIERS
The Company uses various raw materials, primarily aluminum and steel, in its manufacturing operations. 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 2021, consumption of aluminum and steel represented 43% 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 will attempt 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 impossible to obtain on acceptable terms due to external factors, which could increase the Company’s costs or interrupt its business.
SUSTAINABILITY AND ENVIRONMENTAL MATTERS
The Company has 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. In addition, in 2020, the Company debuted its Twentyby30 Sustainability program, which creates an opportunity for the Company to move beyond the challenges of addressing regulatory and supply chain disruption risks caused by environmental, social and governance ("ESG") concerns. The program identifies five distinct pillars of action - Climate Action, Resource Efficiency, Optimum Circularity, Working Together and Never Compromise - that represent topics of urgent global concern and areas of the business in which the Company can create notable impact and twenty measurable ESG goals to be completed by 2030 or sooner. The Company has committed to reporting on each aspect of the Twentyby30 program annually.
The Company is committed to continuous improvement in product design and manufacturing practices to provide the best outcome for the environment, both now and in the future. The Company's Climate Action strategy focuses on production efficiency, product and process innovation, strategic material procurement and utilization of renewable electricity to reduce greenhouse gas emissions.
Aluminum and steel, by their very nature, can be recycled at high effectiveness and can be repeatedly reused to form new consumer packaging with no degradation in performance, quality or safety. By recycling these metals, large amounts of energy and water can be saved and significant carbon dioxide emissions avoided. In addition to the original goals included in the Twentyby30 program the Company has recently announced its further commitment to work with industry partners to achieve new global recycling rate goals for aluminum beverage cans as part of the Company's Optimum Circularity pillar. The targets are connected to the regions where the Company maintains operations.
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, 2021, the Company had approximately 26,000 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, 8,500 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 12,000 employees. The Company did not experience any union-initiated work stoppages during the 2021 fiscal year and believes that its employee relations remain good. The Company does not expect that renegotiation of any collective bargaining agreements expiring in 2022 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 best people globally is crucial to all aspects of the Company’s activities. Towards this end, the Company has cultivated a senior management team with extensive industry experience and highly specialized skills and has consistently re‑invested in necessary resources to effectively staff and efficiently support its businesses. The Company aspires to offer market rate competitive salaries for the regions in which it operates, and to engage employees with rewarding opportunities that both contribute to the Company’s success and maximize their personal potential.
The Company is committed to the health and safety of its employees and their families. Since the outbreak of the coronavirus disease 2019 ("COVID-19") pandemic, the Company has taken specific actions to ensure the safety of its employees. The Company’s COVID-19 Task Teams have been actively monitoring scientific developments and government actions related to the virus; instituting policies and procedures to minimize risk for the Company’s global team members and facilities and to enable the Company to continue serving its customers in a safe and timely manner; sharing information with the workforce about the virus and actions to prevent its spread; and assisting personnel in their efforts to get vaccinated. The Company has updated many of its policies to adapt to the pandemic environment and has instituted increased safety measures in its manufacturing facilities to ensure the safety of employees and the products they produce. The Company's policies are informed by the latest updates from the U.S. Centers for Disease Control and Prevention and the World Health Organization and are compliant with the directives of local governmental authorities. The Company has implemented a variety of other precautionary measures, including sanitizing efforts, modifications of workspaces, distribution of personal protective equipment in its manufacturing facilities and offices, and expansion of remote working opportunities.
In addition to the Company’s COVID-19 related efforts, the Company supports the well-being of its employees and their families with a variety of physical, mental and social wellness programs. These programs differ by region, but include Company-sponsored or subsidized medical insurance over and above government provisions, annual medical, cancer and audiometry screenings, voluntary health fairs and employee mental health assistance programs to improve health and wellness. 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 first to embed D&I awareness in its organizational culture. The Company believes different backgrounds, experiences and perspectives generate powerful new ideas and foster good 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 onboarding processes. Recruitment programs to attract diverse talent into the organization include a new three-year 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 diversity candidates to progress more quickly to
higher functions within the organization. Finally, the Company continues to focus on developing and empowering women and share progress and achievements on internal and external social media.
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 or 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.
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 of its 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.
WORKING CAPITAL
The Company generally uses cash during the first nine months of the year to finance seasonal working capital needs in its RD&E activities. Certain of these activities are expected to improve and expand the Company's product lines in the future. These expenditures include projects to improve manufacturing efficiencies, reduce unit costs, and develop new and improved value-added packaging systems.
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.
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, water, natural gas, electricity and other processed energy, as well as materials derived from crude oil and natural gas, such as polyethylene and polypropylene resins, in its manufacturing operations. Sufficient quantities of these raw materials may not be available in the future or may be available
only at increased pricesonly at increased prices. In 2022, consumption of aluminum and steel represented 44% and 9% of the Company's consolidated cost of products sold, excluding depreciation and amortization. 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. The availability of various raw materials and their prices depends on global and local supply and demand forces, governmental regulations (including tariffs and duties), level of production, resource availability, transportation, and other factors, including natural disasters such as floods and earthquakes, and 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, including in China and other developing countries, have contributed to an overall tighter supply for steel, resulting in increased steel prices and, in some cases, special surcharges and allocated cut backs of products by steel suppliers. In addition, new tariffs and potential limits on steel supply in the 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 resins and processed energy, have historically been subject to volatility. In 2021, consumption of aluminum
volatility. The Company continues to manage the challenges of supply chain disruptions and steel represented 43%increasing costs for raw materials and 8%energy of the Company's consolidated cost of products sold, excluding depreciation and amortizationin 2022. 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, 2022 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 regardingwith 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 createdcreates excess capacity, the Company experiences relatively low capacity utilization rates in its operations, which can lead to reduced margins during that period and can have an adverse effect on the Company's business.
The Company's business results depend on its ability to understand its customers' specific preferences and requirements, and to develop, manufacture and market products that meet customer demand.
The Company's ability to develop new product offerings for a diverse group of global customers with differing preferences, while maintaining functionality and spurring innovation, is critical to its success. This requires a thorough understanding of the Company's existing and potential customers on a global basis, particularly in potential high
Company's existing and potential customers on a global basis, particularly in developing markets, including and areas, such as the Middle East, South America, Eastern Europe and Asia (including India). Failure to deliver quality products that meet customer needs ahead of competitors could have a significant adverse effect on the Company's business.
Loss of third-party transportation providers upon whom the Company depends or increases in fuel prices could increase the Company's costs or cause a disruption in the Company's operations.
The Company depends generally upon third-party transportation providers for delivery of products to customers. Strikes, slowdowns, transportation disruptions or other conditions in the transportation industry, including, but not limited to, shortages of truck drivers, disruptions in rail service, decreases in the availability of vessels or increases in fuel prices, could increase the Company's costs and disrupt Company’s operations and its ability to service customers on a timely basis 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 have historically varied and are expected to continue to vary by quarter. Shipments in the U.S. and Europe are typically greater in the second and third quarters of the yearby region. Unseasonably cool weather can reduce consumer demand for certain beverages packaged in itsthe 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, 20212022, the carrying value of the Company's goodwill was $3.0 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 its costs and prevent the Company from supplying its customers. In addition, upon the expiration of existing collective bargaining agreements, the Company may not reach new agreements without union 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.
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 20212022, 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 foreign countriesnon-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%, 62%% of its consolidated net sales in the years ended 2022 and 2021 and 64% of its consolidated net sales in the yearsyear ended 2021, 2020 and 2019. 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 greater risk of political or economic instabilitypolitical 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 European economic conditions ultimately leads to a significant devaluation of a foreign currency such as the euro, the value of the Company'sany financial assets that are denominated in euro wouldthat currency may be significantly reduced when translated to U.S. dollars for financial reporting purposes. Any of these conditions could ultimately harm the Company'’s overall business, prospects, operating results, financial condition and cash flows.
Emerging markets are a focus of the Company'’s international growth strategy, 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:
•foreign governments' restrictive trade policies;
•conflicting regulation (including with respect to product labelling, privacy or, data protection) or 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 and changes in tax laws;
•changes in tax laws and regulations;
•difficulties in enforcement ofenforcing 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;
•civil unrest or political, social, legal and economic instability;
•product boycotts, including with respect to the products of the Company's multi-national customers;
•customer, supplier, and investor concerns regarding operations in areas such as the Middle East;
•taking of property by nationalization or expropriation without fair compensation;
•imposition of limitations on conversions of foreign currencies into dollars or payment of dividends and other payments by non-U.S. subsidiaries;
•hyperinflation and currency devaluation in certain foreign countriesany country where such currency devaluation could affect the amount of cash generated by operations in those countriesthat country and thereby affect the Company's ability to satisfy its obligations;
•wargeographical 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), civil disturbance, global or regional catastrophic events, natural disasters, and acts of terrorism;
•geographical concentration of the Company's factories and operations and regional shifts in its customer base;
•periodic health epidemic concerns, epidemics, pandemics, and other disease outbreaks and health crises (such as the ongoing 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.
As the Company seeks to expand its business globally, growth opportunities may be impacted by greater political, economic and social uncertainty and the continuing and accelerating globalization of businesses could significantly change the dynamics of the Company's competition, customer base and product offerings.
The Company's efforts to grow its businesses depend to a large extent upon access to, and its success in developing market share and operating profitably in, geographic markets including but not limited to the Middle East, South America, Eastern Europe and Asia. In some cases, countries in these regions have greater political and economic volatility, greater vulnerability to infrastructure and labor disruptions and differing local customer product preferences and requirements than the Company's other markets. Operating and seeking to expand business in a number of different regions and countries exposes the Company to multiple and potentially conflicting cultural practices, business practices and legal and regulatory requirements (including conflicting or inconsistent regulations with respect to product labelling, privacy or data protection) that are subject to change, including those related to tariffs and trade barriers, investments, property ownership rights, taxation, repatriation of earnings and regulation of advanced technologies. Such expansion efforts may also use capital and other resources of the Company that could be invested in other areas. Expanding business operations globally also increases exposure to currency fluctuations which can materially affect the Company's financial results. As 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%, 62%% of its consolidated net sales in the years ended 2022 and 2021 and 64% of its consolidated net sales in the yearsyear ended 2021, 2020 and 2019. Volatility in exchange rates may increase the costs of itsthe 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, and increase its hedging costs, and limit its ability to hedge exchange rate exposure. In its consolidated financial statements, the Company translates local currency financial results into U.S. dollars based on average exchange rates prevailing during a reporting period. During times of a strengthening U.S. dollar, its reported international revenue and earnings will be reduced because the local currency will translate into fewer U.S. dollars. Conversely, a weakening U.S. dollar will effectively increase the dollar-equivalent of the Company's expenses and liabilities denominated in foreign currencies. See “Management's Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources-Market Risk” and "Quantitative and Qualitative Disclosure about Market Risk" in this Annual Report. Although the Company may use financial instruments such as foreign currency forwards from time to time to reduce its exposure to currency exchange rate fluctuations in some cases, it may not elect or have the ability to implement hedges or, if it does implement them, there can be no assurance that such agreements will achieve the desired effect.
For the year-ended December 31, 20212022, a 0.10 movement in the average euro rate would have reduced net income by $7approximately $5 million.
The vote bydeparture of the U.K. to leavefrom the European Union could adversely affect the Company.
The U.K. has ceased to be a member of the European Union (“E.U.”) on January 31, 2020, and the applicable transition period ended on December 31, 2020 (such departure commonly referred to as “Brexit”). The U.K. is also no longer part of the European Economic Area.
Continuing legal, political and economic uncertainty following Brexit may be a source of instability in international markets, create significant currency fluctuations, and adversely affect current trading and supply arrangements. Disruptions in trade as a consequence of Brexit could adversely impact the Company’s UK operations. On December 24, 2020, the U.K. and the E.U. agreed to a trade and cooperation agreement (the “Trade and Cooperation Agreement”), which took effect on January 1, 2021 and provided for, among other things, zero-rate tariffs and zero quotas on the movement of goods between the U.K. and the E.U. Due to the size and importance of the economy of the U.K., the uncertainty and unpredictability concerning the U.K.’s future laws and regulations (including financial laws and regulations, tax and free trade agreements, immigration laws and employment laws) as well as its legal, political and economic relationships with Europe following its exit of the E.U. may continue to be a source of instability in international markets, create significant currency fluctuations or otherwise adversely affect trading agreements or similar cross-border cooperation arrangements (whether economic, tax, fiscal, legal, regulatory or otherwise) for the foreseeable future. The long-term effects of Brexit will depend on the implementation of the Trade and Cooperation Agreement and any future agreements (or lack thereof) between the U.K. and the E.U. and, in particular, any potential changes in the arrangements for the U.K. to retain access to E.U. markets. Brexit could result in adverse economic effects across the U.K. and Europe, which could, in turn, affect U.K. sovereign ratings, ratings of relevant transaction parties or the performance of other entities or exposures with a U.K. nexus and also contribute to uncertainty and instability in the global financial markets. In particular, Brexit could impact volatility, liquidity and/or the market value of securities. Accordingly, Brexit could adversely affect the Company'adversely affect the Company’s business, results of operations, financial condition and cash flows.
Risks Relating to the Company's Indebtedness and Liquidity
The substantial indebtedness of the Company could prevent it from fulfilling its obligations under its indebtednessdebt 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 credit facilities, to enable it to repay its indebtedness or to fund other liquidity needs. As of December 31, 20212022, the Company and its subsidiaries had approximately $67.30 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 $500700 million that expires in July 2023, a securitization facility with a program limit of $200 million that expires in December 2023, and a securitization facility with a program limit of $150160 million that expires in November 2025. Additional sources of the Company's liquidity include borrowings under its $1,650 billionmillion revolving credit facilities that maturesmature in December 2024August 2027.
The Company's indebtedness includes its €335600 million ($381642 million at December 31, 2021) 2.25% senior notes in February 2023; its €550 million ($626 million at December 31, 2021) 0.75% senior notes in February 2023; its €600 million ($683 million at December 31, 2021) 2.625% senior notes2022) 2.625% senior notes due in September 2024; its €600 million ($683642 million at December 31, 20212022) 3.375% senior notes due in May 2025; its $875 million 4.75% senior notes due in February 2026; its €500 million ($570536 million at December 31, 20212022) 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 5.25% senior notes due in August 2030; its $40 million 7.5% senior notes due in December 2096; and its $217242 million of other indebtedness in various currencies due at various dates through 20262027. In addition, the Company’s term loan facilities mature as follows: $81 million in 2022, $8130 million in 2023, and $1,184$60 million in 2024, $89 million in 2025, $119 million in 2026 and $2,080 million in 2027.
The substantial indebtedness of the Company could:
•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 indebtednessdebt 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, 20212022, approximately $12.48 billion of the Company's $67.30 billion of total indebtedness and other outstanding obligations were subject to floating interest rates. Changes in and $1.3 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 $284 million, $253 million, and $290 million and $367 million for 20212022, 20202021 and 20192020, respectively. Based on the amount of variable rate debt outstanding and securitization and factoring at December 31, 20212022, a 0.25% increase in variable interest rates would increase its annual interest expense by approximately $410 million before tax. Accordingly, the Company may experience economic losses and a negative impact on earnings as a result of interest rate fluctuation. The actual effect of a 0.25% increase in these floating interest rates could be more than $410 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, 2021. In addition, the cost of the Company’s securitization and factoring facilities would also increase with an increase in floating interest rates2022. 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 businessesbusiness 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:
•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;
•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 meetmaintain 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 or indentures governing other indebtednessand the covenants in agreements it may incurenter into in the future and its outstanding notes can be affected by events beyond its control and, therefore, it may be unable to meet these ratios and conditionssatisfy 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.
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 20212022, 20202021 and 20192020, the Company contributed $24 million, $236 million, $27 million and $2327 million to its pension plans. The 2021 contribution included a $216 million contribution to its U.K. pension plan in advance of full settlement of the plan's obligations. Pension expense was $1,567 million, including settlement charges of $1,51125 million and is expected to be $3156 million in 20222023, using foreign currency exchange rates in effect at December 31, 20212022. A 0.2550% change in the 20222023 expected rate of return assumptions would change 20222023 pension expense by approximately $46 million. A 0.2550% change in the discount rates assumptions as of December 31, 20212022 would change 20222023 pension expense by approximately $23 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 $27 million in 2022, $2816 million in 2023, $1551 million in 2024, $1652 million in 2025 and, $2953 million in 2026 and $44 million in 2027. 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 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, 20212022 the unfunded accumulated postretirement benefit obligation, as calculated in accordance with U.S. generally accepted accounting principles, for retiree medical benefits was approximately $137108 million, based on assumptions set forth under Note R to the Company's audited consolidated financial statements in this Annual Report.
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 onea German subsidiary of the Company’s German subsidiaries. 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 Commission’s investigation is ongoing and, to date, the Commission has not officially charged the Company or any of its subsidiaries with violations of competition law. The Company is cooperating The Company cooperated with the Commission and submitted a leniency application with the Commission with respect to the findings of theits internal investigation in Germany referenced above. This application may lead to the reduction of possible future penalties. At this stage of the. In July 2022, the Company reached a settlement with the Commission relating to the Commission’s investigation, pursuant to which the Company believes that a loss is probable but is unable to predict the ultimate outcomeagreed 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 investigation and is unable to estimate the
loss or possible rangefining decision on the basis that the referral of losses that could be incurred, and has therefore not recorded a charge in connection with the actions by the Commission. Ifthe case from the FCO to the Commission finds that the Company or anywas unjustified. There can be no assurance regarding the outcome of its subsidiaries violated competition law, fines levied by the Commission could be material to the Company’s operating results and cash flows for the periods in which they are resolved or become reasonably estimablesuch 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. 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.
Pending and future asbestos litigation and payments to settle asbestos-related claims could reduce the Company's cash flow and negatively impact its financial condition.
Crown Cork & Seal Company, Inc. (Crown Cork), a wholly-owned subsidiary of the Company, is one of many defendants in a substantial number of lawsuits filed throughout the United States by persons alleging bodily injury as a result of exposure to asbestos. In 1963, Crown Cork acquired a subsidiary that had two operating businesses, one of which is alleged to have
manufactured asbestos-containing insulation products. Crown Cork believes that the business ceased manufacturing such products in 1963.
As of December 31, 20212022, Crown Cork's accrual for pending and future asbestos-related claims and related legal costs was $237220 million, including $198178 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, 20212022, Crown Cork received approximately 21,000500 new claims, settled or dismissed approximately 1,000 claims, and had approximately 57,000500 claims outstanding at the end of the period. Of the Company's outstanding claims, approximately 17,000 claims relate to claimants alleging first exposure to asbestos after 1964 and approximately 40,000500 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 1920,500000 were filed in other states. The outstanding claims at December 31, 20212022 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 businessesbusiness arising from these defenses will not increase materially.
Crown Cork made cash payments of $21 million, $19 million, and $21 million and $22 million in 20212022, 20202021 and 20192020 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 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. In the U.S.,The European Union the FDA hasand Canada have banned the use of bisphenol-A in baby bottles, children’s drinking cups and epoxy resins that coat infant formula cans as well as in packaging and utensils for all foods and the EPAand 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 on the basis of environmental effects and using its Design for the Environment program to encourage reductions in bisphenol-A manufacturing and use. In addition, the State of California has declared bisphenol-A a reproductive system hazard and listed it as a hazardous chemical under the state Safe Water and Toxic Environment Act. 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 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 or, 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. 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, Mexico and Saudi Arabia. Some state and local governments are also considering similar taxes, and several U.S. cities, including in California, Pennsylvania, Illinois, Washington, 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 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 Company’s business operations and financial position have been and are expected to continue to be adversely affected by the COVID-19 pandemic.
The ongoing global outbreak of COVID-19, which was declared a pandemic by the World Health Organization on March 11, 2020 and a national emergency by the President of the United States on March 13, 2020, has caused and is continuing to cause business slowdowns and shutdowns and turmoil in the financial markets both in the U.S. and abroad. The Company is closely monitoring the impact of COVID-19 on all aspects of its business and geographies, including how it has impacted and will impact the Company’s employees, customers, suppliers and distribution channels. The 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 and the controversies prompted by such restrictions in some regions, has created significant volatility, uncertainty and economic disruption which is expected to adversely affect the Company’s business operations and may materially and adversely affect 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. For example, governmental authorities in several
regions (including Pennsylvania, where the Company’s world headquarters are located) have ordered the cessation of all business activity which is deemed non-essential and there is a risk that these shutdown orders will be extended or expanded or that similar shutdown orders will be implemented in other regions (particularly in response to newer variant strains of COVID-19, such as Delta or Omicron); while many beverage and food products are deemed essential, several jurisdictions have implemented restrictions or prohibitions on the sale of alcoholic beverages which have reduced the demand for some of the Company’s products. Likewise, Transit Packaging supplies a wide array of industrial markets which are being negatively affected by a decline in global economic activity.
The magnitude of COVID-19’s ultimate impact on the Company will depend on numerous evolving factors, future developments and cascading effects of the coronavirus pandemic that the Company is not able to predict, including: the severity of the outbreak and the international actions that are being taken to contain and treat it; the duration of the outbreak and the myriad of business restrictions being imposed as a result of it; governmental, business and other responses to the outbreak (including limitations on the Company’s operations and/or mandates that the Company provide products or services); the extent and duration of the effect of the outbreak on consumer confidence and spending, customer demand and buying patterns; the promotion of “social distancing” and the adoption of shelter-in-place orders, vaccine mandates and restrictions on exports affecting customers’ demand for the Company’s products; the extent to which forced remote working arrangements reduce the Company’s ability to effectively manage its global operations; the impact of the outbreak on the Company’s supply chain (including reductions in supply that may result in an inability to meet customer demand); the impact of the outbreak on internal controls (including those over financial reporting); the speed and success of vaccination efforts; any impairment in value of the Company’s tangible or intangible assets which could be recorded as a result of a weaker economic conditions; and the effect of the ongoing disruption in the capital markets on the Company’s ability to access capital on favorable terms and continue to meet its liquidity needs. Moreover, employee absenteeism due to members of the Company’s workforce being quarantined or exposed to COVID-19 may impact the Company’s ability to meet staffing needs which, compounded with the effects of ongoing office and potential factory closures, disruptions to ports and other shipping infrastructure, border closures, and other travel or health-related restrictions, may in turn impair the Company in the manufacture, distribution and sale of its products.
In addition, while the Company cannot predict the magnitude of the impact that COVID-19 will have on its customers and suppliers or their financial conditions, any material effect on the Company’s customers or suppliers could adversely impact the Company. For example, certain of the Company’s suppliers have informed the Company that the coronavirus outbreak and the resulting business restrictions may constrain supply of necessary materials and the Company may face difficulty collecting accounts receivable from any of its customers that may be negatively impacted by the pandemic. The impact 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. For example, significant volatility in the equity markets could have a negative impact on the market value of the Company's pension plan assets which may substantially increase the Company's future pension plan funding requirements and could have a negative impact on the Company's results of operations, pension plan funded status and future cash flows.
The extent of the impact of COVID-19 on the Company’s business is highly uncertain and difficult to predict, as information is rapidly evolving with respect to the duration and severity of the pandemic. At this point, the Company cannot reasonably estimate the duration and severity of the COVID-19 pandemic or its overall impact on the Company’s business.
The loss of a major customer and/or customer consolidation could reduce the Company's net sales and profitability.
Many of the Company's largest customers have acquired companies with similar or complementary product lines. This consolidation has increased the concentration of the Company's business with its largest customers. In many cases, such consolidation has been accompanied by pressure from customers for lower prices, reflecting the increase in the total volume of product purchased or the elimination of a price differential between the acquiring customer and the company acquired. Increased pricing pressures from the Company's customers may reduce the Company's net sales and net income.
The majority of the Company's sales are to companies that have leading market positions in the sale of 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.
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 recently completed 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 to finance an acquisition. Moreover, the Company may face an increase in interest expense or financial leverage if additional debt is incurred to finance an acquisition, which may, among other things, adversely affect the Company's various financial ratios and the Company's compliance with the conditions of its existing indebtedness. In addition, such additional indebtedness may be incurred under the Company's senior secured credit facilities or otherwise secured by liens on the Company's assets.
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.
The Company relies on its information technology and the failure or disruption of its information technology could disrupt its operations and adversely affect its results of operations.
The Company's business increasingly relies on the successful and uninterrupted functioning of its information technology systems to process, transmit, and store electronic information. A significant portion of the communication between the Company's personnel around the world, customers, and suppliers depends on information technology. As with all large systems, the Company's information technology systems may be susceptible to damage, disruptions or shutdowns due to failures during the process of upgrading or replacing software, databases or components thereof, power outages, hardware failures, computer viruses, attacks by computer hackers, telecommunication failures, user errors or catastrophic events. In addition, security breaches could result in unauthorized disclosure of confidential information.
The concentration of processes in shared services centers means that any disruption could impact a large portion of the Company's business within the operating zones served by the affected service center. If the Company does not allocate, and effectively manage, the resources necessary to build, sustain and protect the proper technology infrastructure, the Company could be subject to transaction errors, processing inefficiencies, loss of customers, business disruptions, the loss of or damage to intellectual or physical property through security breach, and reputational harm, as well as potential civil liability and fines under various states' laws in which the Company does business. While the Company has security measures in place designed to protect the integrity of customer information and prevent data loss, misappropriation, and other security breaches, the Company's information technology 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 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 pandemic, as well as the quarantines, travel restrictions, “work from home” orders, mask requirements, and other governmental and non-governmental restrictions which have been imposed throughout the world in an effort to contain, mitigate, or vaccinate against COVID-19 (and the controversies prompted by such restrictions in some regions), has created significant volatility, uncertainty and economic disruption that has adversely affected, and may in the future adversely affect, 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.
The magnitude of COVID-19’s ultimate impact on the Company will depend on numerous evolving factors, future developments and cascading effects of the coronavirus pandemic that the Company is not able to predict, including the extent and duration of the 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 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. The extent of the ultimate impact of COVID-19 on the Company’s business is highly uncertain and cannot be reasonably estimated at this time.
If the Company fails to maintain an effective system of internal control, the Company may not be able to accurately report financial results or prevent fraud.
Effective internal controls are necessary to provide reliable financial reports and to assist in the effective prevention of fraud. Any inability to provide reliable financial reports or prevent fraud could harm the Company's business. The Company must annually evaluate its internal procedures to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act of 2002, which requires management and auditors to assess the effectiveness of internal controls. If the Company fails to remedy or maintain the adequacy of its internal controls, as such standards are modified, supplemented or amended from time to time, the Company could be subject to regulatory scrutiny, civil or criminal penalties or shareholder litigation.
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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.
As of December 31, 20212022, the Company operated 200 manufacturing199 facilities in 40 countries. The principal manufacturing facilities at December 31, 20212022 are listed below and are grouped by reportable 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 6569 of its manufacturing facilities at December 31, 20212022.
Ongoing productivity improvements and cost reduction efforts in recent years have focused on upgrading and modernizing facilities to reduce costs, improve efficiency and productivity and phase out uncompetitive facilities. The Company has also opened new facilities to meet increases in market demand for its products. These actions reflect the Company’s continued commitment to realignalign 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 isare in Yardley, PennsylvaniaTampa, Florida. Its European headquarters is in Baar, Switzerland, and its Asia Pacific headquarters is in Singapore and its Transit Packaging headquarters is in Tampa, Florida. The Company maintains a research facility in Wantage, England.
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Americas Beverage | European Beverage | Asia Pacific | Transit Packaging | Other |
Kankakee, IL | Custines, France | Phnom Penh, Cambodia (2) | Rainbow City, AL | Virton, Belgium | Norwalk, CT (T) |
Bowling Green, KY | Korinthos, Greece | Sihanoukville, Cambodia | Benton, AR (2) | Kardjali, Bulgaria | Dubuque, IA (F) |
Mankato, MN | Patras, Greece | Hangzhou, China | Fordyce, AR | Noerresundby, Denmark | Alsip, IL (A) |
Batesville, MS | Parma, Italy | Henan, China (S) | Sheridan, AR | Soenderborg, Denmark | Decatur, IL (A) |
Nichols, NY | Amman, Jordan | Heshan, China | Phoenix, AZ | Liljendal, Finland | Belcamp, MD (S) |
Dayton, OH | Goleniow, Poland | Huizhou, China (S) | Bay Point, CA | Masku, Finland | Faribault, MN (A) |
Cheraw, SC | Dammam, Saudi Arabia | Qingdao Chengyan, China (S) | Stockton, CA | Castelsarrasin, France | Owatonna, MN (F) |
Conroe, TX | Jeddah, Saudi Arabia | Shanghai, China (S) | Denver, CO | Fontaine les Luxeuil, | LancasterMassillon, OH (F) |
Fort Bend, TX | Kosice, Slovakia | Tianjin, China (S) | Carrollton, GA | France | MassillonMill Park, OH (F) |
WinchesterMartinsville, VA | Agoncillo, Spain | Tongxiang, China (S) | Douglasville, GA | Manneville sur Risle, | Mill Park, OHConnellsville, PA (F) |
OlympiaWinchester, WAVA | Sevilla, Spain | Ziyang, China | LaGrange, GA | France | Connellsville, Hanover, PA (F) |
La Crosse, WIOlympia, WA | Valencia, Spain | Karawang, Indonesia | Macon, GA | Tournus, France | HanoverTrevose, PA (FT) |
WorlandLa Crosse, WYWI | El Agba, Tunisia | Bangi, Malaysia | Bridgeview, IL | Dinslaken, Germany | TrevoseSpartanburg, PASC (TA) |
CabreuvaWorland, BrazilWY | Izmit, Turkey | Yangon, Myanmar | Dixmoor, IL | Goldkronach, Germany | SpartanburgSuffolk, SCVA (AF) |
TeresinaCabreuva, Brazil | Osmaniye, Turkey | Singapore | GlenviewKankakee, IL (2) | Hilden, Germany | SuffolkChippewa Falls, VAWI (FT) |
EstanciaTeresina, Brazil | Dubai, UAE | Singapore (S) | KankakeeRoselle, IL (2) | NurnbergNeunkirchen, Germany | Chippewa FallsOshkosh, WI (TF) |
ManausEstancia, Brazil | Botcherby, U.K. | Bangpoo, Thailand (F) | RoselleElkhart, ILIN | WeischlitzNurnberg, Germany | OshkoshKingston, WIJamaica (F) |
Ponta GrossaManaus, Brazil | Braunstone, U.K. | Hat Yai, Thailand (F) | Elkhart, INGary, IN | Weischlitz, Germany | La Villa, Mexico (F) |
Ponta Grossa, Brazil | | Nakhon Pathom, Thailand (F) | Florence, KY | Gorey, Ireland | Kingston, JamaicaBarbados, West Indies (F) |
Rio Verde, Brazil | | Nakhon Pathom, Thailand (F) | Gary, IN | Kilkenny, Ireland | La Villa, Mexico (F) |
Calgary, Canada | | Nong Khae, Thailand (2) | Florence, KY | Nairobi, Kenya | Barbados, West Indies (F) |
Ontario, Canada | | Samrong, Thailand (F) | Nong Khae, Thailand (2) | Monroe, LA | Heerlen, NetherlandsWaterford, Ireland | Shipley, U.K. (T), (3) |
Santafe de Bogota,Uberaba, Brazil | | Samrong, Thailand (F) | Brighton, MI | Nairobi, Kenya | Wortley, U.K. |
Calgary, Canada | | Songkhla, Thailand (F) | West MonroeEden, LANC | NuenenHeerlen, Netherlands | Wortley, U.K. |
ColombiaOntario, Canada | | Danang, Vietnam | BrightonSalisbury, MINC | ZwijndrechtNuenen, Netherlands | |
Acayucan, MexicoSantafe de Bogota, | | Dong Nai, Vietnam (2) | Eden, NCNewark, NJ | Zwijndrecht, Netherlands | |
Colombia | | Hanoi, Vietnam | Cleveland, OH | Kosice, Slovakia | |
Chihuahua, Mexico | | Dong Nai, Vietnam (S) | Salisbury, NC | Burseryd, Sweden | |
Ensenada, Mexico | | Hanoi, Vietnam | Irvington, NJ | Hjo, Sweden | |
GuadalajaraAcayucan, Mexico | | Ho Chi Minh City, Vietnam | Cleveland, OH | SandaredLoveland, OH | Burseryd, Sweden | |
Chihuahua, Mexico | | Vung Tau, Vietnam | West Chester, OH | Hjo, Sweden | |
Ensenada, Mexico | | | Elizabethtown, PA | Sandared, Sweden | |
Guadalajara, Mexico | | | Hazleton, PA | Ystad, Sweden | |
Monterrey, Mexico (2) | | | Vung TauImperial, VietnamPA | Loveland, OH | Ystad, SwedenDietikon, Switzerland (2) | |
Orizaba, Mexico | | | West ChesterEast Providence, OHRI | DietikonMerenschwand, Switzerland (2) | |
Toluca, Mexico | | | Elizabethtown, PA | Merenschwand, Switzerland | |
| | | Hazleton, PADarlington, SC | Izmir, Turkey | |
| | | South CanaanGreer, PASC | KingswinfordKocaeli, Turkey | |
| | | Latta, SC | Dudley, U.K. | |
| | | Imperial, PAOrange, TX | Wisbech, U.K. (2) | |
| | | San Antonio, TX | Derrimut, Australia | |
| | | East ProvidenceDanville, RIVA | Kurri Kurri, Australia | |
| | | Darlington, SC | Qingdao, China | |
| | | Greer, SCForest, VA | Bangalore, India (34) | |
| | | LattaMartinsville, SCVA | Dahej, India | |
| | | Orange, TX | Karnataka, India | |
| | | San Antonio, TXRustburg, VA | Rudrapur, India | |
| | | DanvilleWoodland, VAWA | Rudraram, India (2) | |
| | | Woodland, WA | Silvassa, India (2) | |
| | | Cabreuva, Brazil | PohangSilvassa, South KoreaIndia | |
| | | OntarioHalton Hills, Canada (2) | RayongPohang, ThailandSouth Korea | |
| | | Amatlan de los Reyes, | SrirachaRayong, Thailand (2) | |
| | | Mexico | Sriracha, Thailand (2) | |
| | | Cienega de Flores, | | |
| | | Mexico | | |
| | | Toluca, Mexico | | |
All properties above are beverage can facilities unless otherwise indicated by the following:
A: Aerosol
F : Food and closure
P: Promotional packaging
S: Specialty packaging
T: Tooling and equipment
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, 20212022, the accrual for pending and future asbestos claims and related legal costs that are probable and estimable was $237220 million.
The Company has been identified by the Environmental Protection AgencyEPA 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.
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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.
PART II
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ITEM 5. | MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES |
The Registrant’s common stock is listed on the New York Stock Exchange under ticker symbol CCK. On February 2524, 20222023 there were 3,614480 registered shareholders of the Registrant’s common stock, including 1,430832 participants in the Company’s Employee Stock Purchase Plan. The foregoing information regarding the number of registered shareholders of common stock does not include persons holding stock through clearinghouse systems. Details regarding the Company’s policy as to payment of cash dividends and repurchase of shares are set forth under Note T to the consolidated financial statements included in this Annual Report. Information with respect to shares of common stock that may be issued under the Company’s equity compensation plans is set forth in “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters,” of this Annual Report.
Issuer Purchases of Equity Securities
The following table provides information about the Company'sThere were no purchases of equity securities during the three months endedending December 31, 2021. The table excludes 204,680 of the Company's shares surrendered to cover taxes on the vesting of restricted stock.
2022.
(1) 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. TheAs new authorization supersedesof December 31, 2022, the previous authorization announced in February 2021, which authorized the repurchase of an aggregate amount of $1Company could still purchase $2.53 billion of the Company common stock through the
end of 2023this 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]
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)
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December 31, | | 2017 | | 2018 | | 2019 | | 2020 | | 2021 | | 2022 |
Crown Holdings | | $ | 100 | | | $ | 74 | | | $ | 129 | | | $ | 178 | | | $ | 198 | | | $ | 149 | |
S&P 500 Index | | 100 | | 96 | | | 126 | | | 149 | | | 192 | | | 157 | |
Dow Jones U.S. Containers & Packaging Index | | 100 | | 82 | | | 105 | | | 127 | | | 141 | | | 116 | |
(a)The preceding Comparative Stock Performance Graph is not deemed filed with the SEC and shall not be incorporated by reference in any of the Company's filings under the Security Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.
(b)Assumes that the value of the investment in Crown Holdings common stock and each index was $100 on December 31, 20162017 and that all dividends were reinvested.
(c) Industry index is weighted by market capitalization and, as of December 31, 20212022, 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.
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, 20212022. 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 deploy capital into its global beverage can operations to expand production capacity to support growing customer demand in alcoholic and non-alcoholic drink categories. Beverage cans are the world’s most sustainable and recycled beverage packaging and continue to gain market share in new beverage product launches. The Company continues to drive brand differentiation by increasing its ability to offer multiple product sizes.
For several years, global industry demand for beverage cans has been growing. In North America, beverage can growth has accelerated in recent years mainly due to the outsized portion of new beverage products being introduced in cans versus other packaging formats. In addition, markets such as Brazil, Europe, Mexico and Southeast Asia have also experienced higher volumes and market expansion.
On August 31, 2021, the Company completed the previously announced 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 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% ownership stake in the business.
Proceeds from the sale of the European Tinplate business, along with cash provided by operating activities were used to support theThe Company's capital allocation strategy to reducealso focuses on maintaining a strong balance sheet with a target leverage, support beverage can expansionratio between 3.0x and return3.5x and returning capital to shareholders in the form of dividends and the repurchase of Company shares. The Company reduced its leverage ratio and initiated a quarterly dividend in 2021. Additionally, inIn December 2021, the Board of Directors authorized the repurchase of $3.0 billion in Company common stock through the end of 2024.
The Company continues to actively elevate its industry-leading commitment to sustainability, which is a core value of the Company. In 2020, the Company debuted Twentyby30, a robust program that outlines twenty measurable, science based, environmental, social and governance goals to be completed by 2030 or sooner. In September 2021, the Company joined The Climate Pledge, a commitment to be net-zero carbon across business operations by 2040.
In response toTo date the ongoing COVID-19 pandemic, the Company continues to maintain safety measures in its manufacturing facilities to protect its employees and the products they produce. The Company’s products are a vital part of the support system to its customers and consumers. In addition to manufacturing containers that provide protection for beverages and food, the Company also produces closures for baby food, aerosol containers for cleaning and sanitizing products and numerous other products that provide for the safe and secure transportation of goods. war between Russia and Ukraine has not had a direct material impact on the Company's business, financial condition, or results of operations.
The Company is workingcontinues to keep its manufacturing facilities aroundactively manage the world operational and equipped with the resources required to meet continually evolving customer demand by delivering high quality products in a safe and timely manner. challenges of supply chain disruptions, foreign exchange and interest rate fluctuations and inflationary pressures, including increasing costs for raw materials, energy and transportation. The Company is actively monitoringgenerally attempts to mitigate aluminum and managing supply chain challenges, including coordinatingsteel price risk by matching its purchase obligations with its suppliers to identify and mitigate potential areas of risk and manage inventoriessales 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 indexes. 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.
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 and the Canadian dollar in the Company's Americas Beverage segment, the euro and pound sterling in the Company's European Beverage segment, the Chinese renminbi and the Thai baht in the Company's Asia Pacific segment and the euro in the Company's Transit Packaging
segment. The Company calculates the impact Beverage segment and the Thai Baht in the Company's Asia Pacific segment. The Company's Transit Packaging segment is a global business.
The foreign currency translation impacts referred to in the discussion below for Transit Packaging are primarily related to the euro, the Swedish krona and the Indian rupee. The Company calculates the impact of foreign currency translation by multiplying or dividing, as appropriate, current year U.S. dollar results by the current year average foreign exchange rates and then multiplying or dividing, as appropriate, those amounts by the applicable prior year average exchange rates.
NET SALES AND SEGMENT INCOME | | | | | | | | | | | | | | | | | |
| 2022 | | 2021 | | 2020 |
Net sales | $12,943 | | $11,394 | | $9,392 |
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| | | | | |
Year ended December 31, 2022 compared to 2021
Net sales increased primarily due to the pass-through of higher raw material 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.
Year ended December 31, 2021 compared to 2020
Net sales increased primarily due to 9% higher sales unit volumes in the Company's beverage can businesses, higher sales unit volumes in the transit packaging business and the pass-through of higher material costs.
Year ended December 31, 2020 compared to 2019
Net sales decreased primarily due to the pass-through of lower raw material costs and $88 from the impact of foreign currency translation, partially offset by 4% higher global beverage can sales unit volumes.
Americas Beverage
The Americas Beverage segment manufactures aluminum beverage cans and ends, steel crowns, glass bottles and aluminum closures and supplies a variety of customers from its operations in the U.S., Brazil, Canada, Colombia and Mexico.
The U.S. and Canadian beverage can markets have experienced recent growth due to the introduction of new beverage products in cans versus other packaging formats. To meet volume requirements in these markets, the Company began commercial production on a third line at its Toronto, Ontario plant and on a third line at its Nichols, NY plant in 2020 and on a third line at its Olympia, Washington plant in 2021. The Company also announced construction of a new two-line plant in Martinsville, Virginia which is expected to commence operations late in 2022 and a new two-line plant in Mesquite, Nevada which is expected to commence operations in 2023.
The Company also began commercial production at its new Bowling Green, Kentucky plant during 2021. In December 2021, the plant sustained tornado damage, resulting in curtailment of operations of the plant. The Company has property and business interruption insurance policies for weather related events. The Company expects to resume operations in March 2022.
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 began commercial production onof a second line atthe following:
•Martinsville, Virginia - line one its Rio Verde, Brazil facility in 2021. The Company has also begun construction of a two-line facility in Uberaba, Brazil which is expected to beginin November 2022
•Monterrey, Mexico - April 2022
•Uberaba, Brazil - line one in May 2022 and line two in October 2022
•Bowling Green, Kentucky - two lines in 2021
•Rio Verde, Brazil - line two in 2021
•Olympia, Washington - line three in 2021
•Nichols, NY - line three in 2020
•Toronto, Ontario - line three in 2020
The Company also expects to commence production late in 2022. Additionally, start-up on a second line at the Company's Monterrey, Mexico facility is expectedin Martinsville, Virginia and at a new two-line plant in 2022Mesquite, Nevada in 2023.
Net sales and segment income in the Americas Beverage segment were as follows:
| | | | | | | | | | | | | | | | | |
| 2022 | | 2021 | | 2020 |
Net sales | $ | 5,126 | | | $ | 4,441 | | | $ | 3,565 | |
Segment income | 742 | | | 756 | | | 652 | |
Year ended December 31, 2022 compared to 2021
Net sales increased primarily due to the pass-through of higher raw material 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.
Year ended December 31, 2021 compared to 2020
Net sales increased primarily due to the pass-through of higher aluminum costs, 8% higher sales unit volumes and $9 from the impact of favorable foreign currency translation.
Segment income increased primarily due to higher sales unit volumes and improved pricing, partially offset by increased depreciation of $15 and start-up costs associated with recent capacity expansion.
Year ended December 31, 2020 compared to 2019
Net sales increased primarily due to 9% higher sales unit volumes, partially offset by $83 from the impact of unfavorable foreign currency translation.
Segment income increased primarily due to higher sales unit volumes, partially offset by $18 from the impact of unfavorable foreign currency translation.
European Beverage
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. In 2020, two lines in the Seville, Spain plant began commercial production of aluminum cans due to the introduction of new beverage products in cans versus other packaging formats. To meet volume requirements, two lines in the Seville, Spain plant began commercial production of aluminum cans in 2022. Additionally, in 2023, high speed production lines are being added to plants in Parma, Italy and Agoncillo, Spain, and the Company expects to complete the relocation to a new two-line plant in Peterborough, United Kingdom.
In February 2023, twin earthquakes struck near the Company's Osmaniye, Turkey, plant. There was no significant damage to the physical plant structure, equipment or inventory. The plant resumed production and shipments to customers able to receive deliveries by the end of February. The Company is still evaluating the impact and at this time does not expect this event to have a material impact on the Company's results of operations or cash flows and has property and business interruption insurance policies.
Net sales and segment income in the European Beverage segment were as follows: | | | | | | | | | | | | | | | | | |
| 2022 | | 2021 | | 2020 |
Net sales | $ | 2,114 | | | $ | 1,843 | | | $ | 1,473 | |
Segment income | 144 | | | 259 | | | 215 | |
Year ended December 31, 2022 compared to 2021
Net sales increased primarily due to the pass-through of higher raw material costs and 3% higher sales unit 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 sales unit 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.
Year ended December 31, 2021 compared to 2020
Net sales increased primarily due to 12% higher sales unit volumes, the pass-through of higher aluminum costs, and $57 from the impact of favorable foreign currency translation.
Segment income increased primarily due to higher sales unit volumes and $5 from the impact of favorable foreign currency translation, partially offset by other operating costs that were not fully passed through in selling price.
Year ended December 31, 2020 compared to 2019
Net sales decreased primarily due to the pass-through of lower aluminum costs, partially offset by $16 related to the impact of favorable foreign currency translation.
Segment income increased primarily due to improved operational performance and cost savings.
Asia Pacific
The Company's Asia Pacific segment consists of beverage can operations in Cambodia, China, Indonesia, Malaysia, Myanmar, Singapore, Thailand and Vietnam and non-beverage can operations, primarily food cans and specialty packaging. In recent years, the beverage can market in Southeast Asia has been growing. In 2020, however, industry volumes decreased due todriven by increased per capita incomes and consumption, combined with an increased preference for the impactcans over other forms of the coronavirus pandemic. In 2021, industry volumes began to recover, however, from time to time the Company was subject to various lockdown and movement control orders in various countries. Thebeverage packaging.
To meet volume requirements in Southeast Asia, the Company began commercial production atof a one-line beverage can plant in Nong Khae, Thailand in 2020, a new one-line beverage can plant in Vung Tau, Vietnam in 2020 and on a second line in the Hanoi, Vietnam beverage can plant in 2021. Additionally, the Company expectsthe following:
•Phnom Penh, Cambodia - third line in August 2022
•Vung Tau, Vietnam - new plant in 2021
•Hanoi, Vietnam - second line in 2021
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. For the year ended December 31, 2022, the plant had net sales of $19 and segment income of less than $1. Property, plant and equipment as of December 31 2022 was $56, including $25 of land and buildings and $31 of machinery and equipment. The Company will continue to commercialize production on a third beverage can linemonitor the economic conditions and the impact to its business in Phnom Penh, Cambodia during 2022Myanmar, including any alternative uses for its machinery and equipment.
Net sales and segment income in the Asia Pacific segment were as follows: | | | | | | | | | | | | | | | | | |
| 2022 | | 2021 | | 2020 |
Net sales | $ | 1,615 | | | $ | 1,322 | | | $ | 1,168 | |
Segment income | 172 | | | 182 | | | 175 | |
Year ended December 31, 2022 compared to 2021
Net sales increased primarily due to the pass-through of higher raw material costs and 10% higher sales unit 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 sales unit 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.
Year ended December 31, 2021 compared to 2020
Net sales increased due to 6% higher sales unit volumes, the pass-through of higher aluminum costs, and $13 from the impact of favorable foreign currency translation.
Segment income increased primarily due to higher sales unit volumes, partially offset by higher operating costs that were not fully passed through in selling price.
Year ended December 31, 2020 compared to 2019
Net sales decreased primarily due to 4% lower beverage can sales unit volumes due to the impact of the coronavirus pandemic and the pass-through of lower aluminum costs.
Segment income decreased due to lower beverage can sales unit volumes, partially offset by cost reduction initiatives.
Transit Packaging
The Company's Transit Packaging segment includes the Company'’s globalworldwide industrial andproducts, protective solutions, and automation, equipment and tools businessesbusiness. Industrial and protective solutions includesproducts include steel strap, plastic strap and, industrial film and other related products that are used in a wide range of industries, and. Protective solutions include transit protection products, used forsuch as airbags, edge protectors, and honeycomb products that help prevent movement of, and/or damage to, a wide range of industrial and consumer products. Equipmentgoods during transport. Automation, equipment and tools includes manual, semi-automatic and automatic equipment and tools, which are primarily used in end-of-line operations to apply industrial solutions consumables. consumables such as strap and film.
Net sales and segment income in the Transit Packaging segment were as follows: | | | | | | | | | | | | | | | | | |
| 2022 | | 2021 | | 2020 |
Net sales | $ | 2,545 | | | 2,530 | | | $ | 2,018 | |
Segment income | 281 | | | 318 | | | 254 | |
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 sales unit volumes.
Segment income decreased primarily due to lower sales unit 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.
Year ended December 31, 2021 compared to 2020
Net sales increased due to higher sales unit volumes, the pass-through of higher raw material prices and $36 from the impact of favorable foreign currency translation.
Segment income increased primarily due to higher unit volumes and $6 from the impact of favorable foreign currency translation, partially offset by higher operating costs.
Year ended December 31, 2020 compared to 2019
Net sales decreased primarily due to lower sales unit volumes due to the impact of the coronavirus pandemic, the pass-through of lower raw material prices and $10 from the impact of unfavorable foreign currency translation.
Segment income decreased primarily due to lower sales unit volumes, partially offset by the impact of cost reduction initiatives.
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. Additionally, theThe Company will addadded 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 2023.
Net sales and segment income in Other were as follows: | | | | | | | | | | | | | | | | | |
| 2022 | | 2021 | | 2020 |
Net sales | $ | 1,543 | | | $ | 1,258 | | | $ | 1,168 | |
Segment income | 240 | | | 144 | | | 114 | |
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. The benefit arising from lower cost inventory from prior year end was $35 for the year-ended December 31, 2022.
Year ended December 31, 2021 compared to 2020
Net sales increased primarily due to higher sales in the Company's beverage can equipment operations and the North America food can business, the pass-through of higher tinplate costs, and $12 from the impact of favorable foreign currency translation.
Segment income increased primarily due to lower tinplate carryover costs in the Company's North America food can business as compared to the year-ended December 31, 2020 and higher sales in the Company's beverage can equipment operations and North America food can business.
Corporate and unallocated | | | | | | | | | | | | | | | | | |
| 2022 | | 2021 | | 2020 |
Corporate and unallocated | $ | (136) | | | $ | (159) | | | $ | (170) | |
Corporate and unallocated costs decreased from 2020 to 2021 and from 2021 to 2022 due to lower incentive compensation costs in 2021 and 2022.
Additionally, for the year-ended December 31, 2021, corporate and unallocated expenses 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 Company's corporate cost structure reflects its ongoing operations.
Year ended December 31, 2020 compared to 2019RESTRUCTURING AND OTHER, NET
NetFor sales increased as higher sales in the the year-ended December 31, 2022, the benefit from restructuring and other, net includes 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. The Company's beverage can equipment operations and 9% expects to reduce headcount by approximately 600 employees and this action to result in annual savings of approximately $60. However, there can be no assurance that any such pre-tax savings will be realized. The Company continues to identify cost reduction initiatives in its businesses and it higher sales unit volumes in the Company's North America food can business were partially offset by lower shipments in the Company's North America aerosol can business, the pass-through of lower tinplate costs and $8 from the impact of unfavorable foreign currency translation. The Company's North America food can business benefited from more at-home meal preparation during the coronavirus pandemic.
Segment income decreased primarily due to $16 arising from the carryover of higher tinplate costs from the prior year-end inventory and lower shipments in the Company's North America aerosol can business, partially offset by higher sales in the Company's beverage can equipment operations and higher sales unit volumes in the Company's North America food can business.
Corporate and unallocated
Corporate and unallocated costs increased from 2019 to 2020 and decreased from 2020 to 2021 primarily due to higher incentive compensation costs in 2020is possible that the Company may record additional restructuring charges in the future.
OTHER PENSION AND POSTRETIREMENT
Other pension and postretirement increased fromfor the $43 in 2020 to $1,515 in 2021 primarily related to theyear ended December 31, 2021 included a $1,511 settlement of the Company's U.K. pension plan obligations. The Company entered into a transaction to irrevocably transfer its U.K. pension plan obligations to an insurer in 2021 to eliminate the cash flow and earnings risk associated with the plan. See Note R for more information regarding the settlement of thecharge for the Company's U.K. pension plan obligation.
INTEREST EXPENSE
Interest expense increased from $253 in 2021 to $284 in 2022 primarily due to higher interest rates.
Interest expense decreased from $290 in 2020 to $253 in 2021 primarily due to lower outstanding debt balances.
Interest expense decreased from $367 in 2019 to $290 in 2020 primarily due to lower outstanding debt balances and lower interest rates.
TAXES ON INCOME
The Company's effective income tax rates were as follows: | | | | | | | | | | | | | | | | | |
| 2022 | | 2021 | | 2020 |
Income before income taxes | $ | 1,056 | | | $ | (419) | | | $ | 725 | |
Provision for / (benefit from) for income taxes | 243 | | | (57) | | | 199 | |
Effective income tax rate | 23.0 | % | | 13.6 | % | | 27.4 | % |
The effective tax rate in 2022 was 23% and included an income tax charge of $11 for the sale of the Company's Transit Packaging segment's Kiwiplan business in 2022. 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.
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 of $8, primarily related to tax law changes in India, Turkey and the U.K.
The effective tax rate in 2020 included a benefit of $36 related to a deferred tax valuation allowance release resulting from an internal reorganization in Transit Packaging and a benefit of $9 arising from tax law changes in India, partially offset by a charge of $15 to settle a tax contingency in Transit Packaging that arose from a transaction that occurred prior to its acquisition of Signode by the Company in 2018.
For additional information regarding income taxes, see Note S to the consolidated financial statements.
29EQUITY IN NET EARNINGS OF AFFILIATES
Crown Holdings, Inc
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 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.
Net income attributable to noncontrolling interest increased from $108 in 2020 to $148 in 2021 primarily due to higher earnings in the Company's beverage can operations in Brazil, including 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 direct and indirect taxes paid in prior years.
Net income attributable to noncontrolling interest decreased from $113 in 2019 to $108 in 2020 primarily due to higher income in Brazil in 2019 related to a favorable court ruling for one of the Company's Brazilian subsidiaries related to indirect taxes
LIQUIDITY AND CAPITAL RESOURCES
OPERATING ACTIVITIES
Cash provided by operating activities decreased from $1,315 in 2020 to $905 in 2021 to $803 in 2022 primarily due to changes in working capital and. Additionally, in 2021 operating activities included $236 inof pension contributions, primarily related to the contribution required to fully settle the U.K. pension plan obligation. The Company expects $110$77 was received in 2022 for partial reimbursement of the cash contribution to be repaid as the pension plan sells its remaining illiquid assets during 2022 and 2023. See Note R for more information regarding the settlement of the U.K. pension plan obligation.
Receivables increaseddecreased from $1,522 at December 31, 2020 to $1,889 at December 31, 2021 to $1,843 at December 31, 2022 primarily due to higher selling price andincreased securitization and factoring, partially offset by inflation and higher sales unit volumes. Days sales outstanding for trade receivables, excluding the impact of unbilled receivables, decreased from 38 at December 31, 2020 to 37 at December 31, 2021 to 33 at December 31, 2022, primarily due to increased securitization and factoring.
Inventories increased from $1,263 at December 31, 2020 to $1,735 at December 31, 2021 to $2,014 at December 31, 2022 primarily due to inflation and market growthinventory builds in certain segments and inflation. Inventory turnover wasincreased from 59 days at December 31, 2020 and2021 to 63 days at December 31, 20212022.
Accounts payable increaseddecreased from $2,141 at December 31, 2020 to $2,901 at December 31, 2021 to $2,773 at December 31, 2022 primarily due to inflation and market growthlower aluminum prices at the end of 2022. Days outstanding for trade payables increaseddecreased from 100 days at December 31, 2020 to 112 days at December 31, 2021 to 90 days at December 31, 2022, as prior year included the payables impact of inventory built in anticipation of market growth.
INVESTING ACTIVITIES
Investing activities used cash of $535 in 2020 and provided cash of $1,507 in 2021 and used cash of $642 in 2022 primarily due to the proceeds received from the sale of the European Tinplate business, partially offset by increased capital expenditures related to capacity expansion projects in the Americas Beverage segment in 2021.
The Company currently expects capital expenditures in 20222023 to be approximately $1 billion900.
At December 31, 20212022, the Company had approximately $137173 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
Cash used for financing activities increaseddecreased from $239 in 2020 to $2,944 in 2021 to $25 in 2022 primarily due to the early redemption of seniorhigher net borrowings in 2022 primarily related to the refinancing of the Company's revolving credit and term loan facilities and the issuance of $500 principal amount of 5.250% senior unsecured notes due in 2022 and 2023. The Company paid premiums of $64 in connection with the redemptions2030. See Note M for more information. Additionally, in 20212022, the Company repurchased $950722 of its shares of common stock and paid dividends to shareholders of $105. In 2021 the Company also had an outflow of $25 from foreign exchange derivatives related to debt compared to an inflow of $43 in 2020.106.
LIQUIDITY
As of December 31, 20212022, $480491 of the Company's $531550 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., $438396 was held by subsidiaries for which earnings are considered indefinitely reinvested. If such earnings were repatriated the Company may be required to record incremental foreign taxes on the repatriated funds.
The Company's revolving credit agreements provide capacity of $1,650. As of December 31, 20212022, the Company had available capacity of $1,535252 under its revolving credit facilities. The Company could have borrowed this amount at December 31, 20212022 and still have been in compliance with its leverage ratio covenants.
The ratio of total debt, less cash and cash equivalents, to total capitalization was 71% and 73% at December 31, 2021 and 2020. Total capitalization is defined by the Company as total debt plus total equity, less cash and cash equivalents.
The Company's debt agreements contain covenants that limit the ability of the Company and its subsidiaries to, among other things, incur additional debt, pay dividends or repurchase capital stock, make certain other restricted payments, create liens and engage in sale and leaseback transactions. These restrictions are subject to a number of exceptions, however, which allow the Company to incur additional debt, create liens or make otherwise restricted payments 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 3.03 to 1.0 at December 31, 20212022 was in compliance with the covenant requiring a ratio no greater than 5.0 to 1.0. The ratio is calculated at the end of each quarter using debt and cash balances as of the end of the quarter and Consolidated EBITDA for the most recent twelve months. Failure to meet the financial covenant could result in the acceleration of any outstanding amounts due under the revolving credit facilities and term loan facilities. The required net total leverage ratio under the agreement reduces to 4.5 to 1.0 at December 31, 20222023.
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 a securitization facility with a program limit up to a maximum of $500700 that expires in July 2023, a securitization facility with a program limit of $200 that expires in December 2023, and a securitization facility with a program limit of $150160 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.
Cash payments required for purchase obligations, long-term debt maturities and interest payments and projected pension contributions in effect at December 31, 20212022, are summarized in the following table.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Payments Due by Period |
| | 2023 | | 2024 | | 2025 | | 2026 | | 2027 | | 2028 & after | | Total |
Purchase obligations (1) | | $ | 3,726 | | | $ | 2,986 | | | $ | 1,981 | | | $ | 843 | | | $ | 840 | | | $ | 403 | | | $ | 10,779 | |
Projected pension contributions (2) | | 16 | | | 51 | | | 52 | | | 53 | | | 44 | | | — | | | 216 | |
Total | | $ | 3,742 | | | $ | 3,037 | | | $ | 2,033 | | | $ | 896 | | | $ | 884 | | | $ | 403 | | | $ | 10,995 | |
All amounts due in foreign currencies are translated at exchange rates as of December 31, 20212022.
(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) Interest on long-term debt represents the interest that will accrue by year based on debt outstanding and interest rates in effect as of December 31, 2021.
(3) 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.
Long-Our long term debt payments due in 2023 include the Company's €335 ($381) 2.25% senior notes in February 2023 and its €550 ($626) 0.75% senior notes in February 2023. The Company expects to have sufficient liquidityobligations, including fixed and variable rate debt, are further discussed in Note M. The Company currently expects interest payments on long-term debt and securitization and factoring in 2023 to be approximately $400. to refinance the senior notes or repay them at maturity.
Crown Holdings, Inc.
This estimate is based on projected interest rates as of December 31, 2022, 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.
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
| | | | | | | | | | | | |
| | | December 31, 2022 |
Net sales | | | | | $ | — | |
Gross Profit | | | | | — | |
Income from operations | | | | | (6) | |
Net income from continuing operations1 | | | | | (64) | |
Net income attributable to Crown Holdings1 | | | | | (64) | |
(1) Includes $3530 of expense related to intercompany interest with non-guarantor subsidiaries.
(2
| | | | | | | | | | | | |
| December 31, 2022 | | |
Current assets | $ | 14 | | | |
Non-current assets | 23 | | | |
Current liabilities | 53 | | | |
Non-current liabilities1 | 6,143 | | | |
(1) Includes $26payables of expense for discontinued operations$5,378 due to non-guarantor subsidiaries
(1) Includes payables of $4,560 due to non-guarantor subsidiaries
Crown Americas Obligor Group
| | | | | | | | | | | | |
| | | December 31, 2022 |
Net sales1 | | | | | $ | 5,221 | |
Gross profit2 | | | | | 822 | |
Income from operations2 | | | | | 376 | |
Net income from continuing operations3 | | | | | 241 | |
Net income attributable to Crown Holdings3 | | | | | 241 | |
(1) Includes $458518 of sales to non-guarantor subsidiaries
(2) Includes $4652 of gross profit related to sales to non-guarantor subsidiaries
(3) Includes $2731 of income related to intercompany interest and technology royalties with non-guarantor subsidiaries
(4) Includes $38 of expense for discontinued operations
| | | | | | | | | | | | |
| December 31, 2022 | | |
Current assets1 | $ | 975 | | | |
Non-current assets2 | 3,830 | | | |
Current liabilities3 | 1,262 | | | |
Non-current liabilities4 | 6,048 | | | |
(1) Includes receivables of $4833 due from non-guarantor subsidiaries
(2) Includes receivables of $180185 due from non-guarantor subsidiaries
(3) Includes payables of $3537 due to non-guarantor subsidiaries
(4) Includes payables of $1,397314 due to non-guarantor subsidiaries
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, 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, 20212022 about the Company’s forward currency exchange contracts. The contracts primarily hedge anticipated transactions, unrecognized firm commitments and intercompany debt. The contracts with no amounts in the fair value column have a fair value of less than $1.
| | | | | | | | | | | | | | | | | | | | |
Buy/Sell | | Contract amount | | Contract fair value gain/(loss) | | Average contractual exchange rate |
Euro/Sterling | | $ | 314 | | | $ | 7 | | | 1.15 | |
Euro/U.S. dollars | | 179 | | | 3 | | | 0.95 | |
Singapore dollars/U.S. dollars | | 117 | | | 3 | | | 1.36 | |
U.S. dollars/Brazilian real | | 78 | | | — | | | 0.19 | |
U.S. dollars/Sterling | | 50 | | | — | | | 1.20 | |
U.S. dollars/Euro | | 49 | | | (2) | | | 1.04 | |
Euro/Danish krone | | 39 | | | — | | | 0.13 | |
Euro/Swedish krona | | 38 | | | — | | | 0.09 | |
U.S. dollars/Thai baht | | 37 | | | (2) | | | 0.03 | |
U.S. dollars/Malaysian ringgit | | 24 | | | — | | | 0.22 | |
Euro/Polish zloty | | 22 | | | — | | | 0.21 | |
Sterling/U.S. dollars | | 14 | | | — | | | 0.83 | |
| | $ | 961 | | | $ | 9 | | | |
At December 31, 20212022, the Company had additional contracts with an aggregate notional value of $4439 to purchase or sell other currencies, primarily Asian currencies, including the Malaysian ringgit, Indonesian rupiah, Thai baht and Hong KongSingapore dollar; European currencies, including the Hungarian florintPolish zloty; the Australian dollar; and the New Zealand dollar. The aggregate fair value of these contracts was a gainloss of $1.
At December 31, 20212022, 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, 20212022 was a net gain of $4990.
Total future payments of long-term debt obligations at December 31, 20212022 include $24,905220 of U.S. dollar-denominated debt, $32,287578 of euro-denominated debt and $29136 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, 2021, the Company had $12022, the Company had $2.4 billion8 billion principal floating interest rate debt and $1.3 billion of securitization and factoring. A change of 0.25% in these floating interest rates would change annual interest expense by approximately $4 million before taxapproximately $10 million before tax. The actual effect of a 0.25% increase in these floating interest rates could be more than $10 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, 2022.
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 20212022, consumption of aluminum and steel represented 4344% and 89% 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, 2021increases, reducing operating income in the near term. As of December 31, 2022, the Company had forward commodity contracts to hedge aluminum price fluctuations with a notional value of $261230 and a net gainloss of $3816. 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.
CRITICAL ACCOUNTING POLICIES
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America which require that management make numerous estimates and assumptions. Actual results could differ from those estimates and assumptions, impacting the reported results of operations and financial position of the Company. The Company’s significant accounting policies are more fully described under Note A to the consolidated financial statements. Certain accounting policies, however, are considered to be critical in that (i) they are most important to the depiction of the Company’s financial condition and results of operations and (ii) their application requires management’s most subjective judgment in making estimates about the effect of matters that are inherently uncertain.
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, 20212022, 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 $14,400 in 2019, $13,100 in 2020 and, $13,000 in 2021. Although the five year average settlement cost per claim decreased in 2021, and $14,300 in 2022. ifIf 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, 20212022 by $2422. A 10% increase in these two factors at the same time would increase the estimated liability at December 31, 20212022 by $5046. A 10% decrease in these two factors at the same time would decrease the estimated liability at December 31, 20212022 by $45.
42.
Goodwill Impairment
The Company performs a goodwill impairment review in the fourth quarter of each year or when facts and circumstances indicate goodwill may be impaired. In accordance with the accounting guidance, the Company may first perform a qualitative assessment on none, some, or all of its reporting units to determine whether further quantitative impairment testing is necessary. Factors that the Company may consider in its qualitative assessment include, but are not limited to, general economic conditions, changes in the markets in which the Company operates and changes in input costs that may affect revenue growth, gross margin percentages and cash flow trends over multiple periods.
The quantitative impairment test involves a number of assumptions and judgments, including the calculation of fair value for the Company’s identified reporting units. The Company determines the estimated fair value for each reporting unit based on an average of the estimated fair values calculated using both market and income approaches. The Company uses an average of the two methods in estimating fair value because it believes they both provide an appropriate fair value for the reporting units. The Company’s estimates of future cash flows include assumptions concerning future operating performance and economic conditions and may differ from actual future cash flows. Under the market approach, the Company 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 20212022 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 definitefinite-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 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, 2022. Property, plant and equipment as of December 31 2022 was $56, including $25 of land and buildings and $31 of machinery and equipment.
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 $1,567, including settlement and curtailment charges of $1,520 and expense of $4 recorded in Net income from discontinued operations, in 202125 in 2022 and currently projects its 20222023 pension expense to be $3156, using foreign currency exchange rates in effect at December 31, 20212022. The Company uses the spot yield curve approach to estimate the service and interest cost components of pension and postretirement benefits expense by applying the specific spot rates along the yield curve used to determine the benefit plan obligations to relevant projected cash outflows. The expected long-term rate of return on plan assets is determined by taking into consideration expected long-term returns associated with each major asset class based on long-term historical ranges, projected future outlook of each asset class, inflation assumptions and the expected net value from active management of the assets based on actual results.
The U.S. plan’s assumed rate of return was 56.760 % in 20212022 and is 67.615 % for 20222023. A 0.2550% change in the expected rates of return would change 20222023 pension expense by approximately $46.
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 0.2550% change in the discount rates from those used at December 31, 20212022 would change 20222023 pension expense by approximately $23 and postretirement expense by less than $1. A 0.2550% change in the discount rates from those used at December 31, 20212022 would have changed the pension benefit obligation by approximately $5064 and the postretirement benefit obligation by approximately $34 as of December 31, 20212022. See Note R to the consolidated financial statements for additional information on pension and postretirement benefit obligations and assumptions.
As of December 31, 20212022, the Company had a pre-tax unrecognized net lossesloss in accumulated other comprehensive income of $814712 related to its pension plans and $21a pre-tax unrecognized net gain in accumulated other comprehensive income of $2 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, 20212022 included charges of $9149 for the amortization of unrecognizedaccumulated net losses, and the Company estimates charges of $5246 in 20222023. 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 20222023 by $64. A decrease of 10% in the number of years would increase the estimated 20222023 charge by $75.
RECENT ACCOUNTING GUIDANCE
On January 1, 2021In September 2022, the Company adoptedFinancial Accounting Standards Board issued new guidance to simplify the accounting for income taxes by, among other things, reducing complexity in the interim-period accounting for year-to-date loss limitations and changes in tax lawswhich requires enhanced disclosures of supplier finance programs. The guidance did notrequires buyers have a material impact on the Company's consolidated financial statementsin 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 amendments are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, except for the disclosure of rollforward information, which is effective for fiscal years beginning after December 15, 2023. Early adoption is permitted. The amendments should be applied retrospectively to each period in which a balance sheet is presented, except for disclosure of rollforward information, which should be applied prospectively. The Company is currently evaluating the impact of adopting this guidance 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 words, such as “believes,” “estimates,” “anticipates,” “expects” and other words of similar meaning in connection with a
discussion of future operating or financial performance. These may include, among others, statements relating to (i) the Company’s plans or objectives for future operations, products or financial performance, (ii) the Company’s indebtedness and other contractual obligations, (iii) the impact of an economic downturn or growth in particular regions, (iv) anticipated uses of cash, (v) cost reduction efforts and expected savings, (vi) the Company’s policies with respect to executive compensation and (vii) , (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 (including the number and size of future claims and the terms of settlements, and the impact of bankruptcy filings by other companies with asbestos-related liabilities, any of which could increase Crown Cork’s asbestos-related costs over time, the adequacy of reserves established for asbestos-related liabilities, Crown Cork’s ability to obtain resolution without payment of asbestos-related claims by persons alleging first exposure to asbestos after 1964, and the impact of state legislation dealing with asbestos liabilities and any litigation challenging that legislation and any future state or federal legislation dealing with asbestos liabilities); the Company’s ability to realize deferred tax benefits; changes in the Company’s critical or other accounting policies or the assumptions underlying those policies; labor relations and workforce and social costs, including the Company’s pension and postretirement obligations and other employee or retiree costs; investment performance of the Company’s pension plans; costs and difficulties related to the acquisition of a business and integration of acquired businesses; the impact of any 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-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.
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ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
The information set forth within “Management’s Discussion and Analysis of Financial Condition and Results of Operations” under the captions “Market Risk” and "Forward Looking Statements" in this Annual Report is incorporated herein by reference.
In July 2017, the Financial Conduct Authority (the authority that regulates LIBOR) announced it intended to stop compelling banks to submit rates for the calculation of LIBOR after 2021. The U.S. Federal Reserve, in conjunction with the Alternative Reference Rate Committee has announced the replacement of U.S. dollar LIBOR rates with a new index calculated by short-term repurchase agreements backed by U.S. Treasury securities called the Secured Overnight Financing Rate (SOFR). The first publication of SOFR was released in April 2018. In March 2021, the Financial Conduct Authority, and administrator, ICE Benchmark Administration, Limited, announced that the publication of the one-week and two-month USD LIBOR maturities and non-USD LIBOR maturities will cease immediately after December 31, 2021, with the remaining USD LIBOR maturities ceasing immediately after June 30, 2023. At December 31, 20212022, the Company does not have contracts that are indexed to LIBOR, including certain of its term loan facilities, and continues to monitor this activity and evaluate the related risks. The LIBOR to SOFR transition is not expected to have a material impact on the Company's consolidated financial statements.
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ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA |
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INDEX TO FINANCIAL STATEMENTS | |
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Financial Statements | |
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Management’s Report on Internal Control Over Financial Reporting | 41 | |
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Report of Independent Registered Public Accounting Firm (PricewaterhouseCoopers LLP, Philadelphia, Pa, Auditor Firm ID: 238) | 42 | |
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Consolidated Statements of Operations for the years ended December 31, 2021, 2020 and 2019 | 44 | |
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Consolidated Statements of Comprehensive Income for the years ended December 31, 2021, 2020 and 2019 | 45 | |
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Consolidated Balance Sheets as of December 31, 2021 and 2020 | 46 | |
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Consolidated Statements of Cash Flows for the years ended December 31, 2021, 2020 and 2019 | 47 | |
| |
Consolidated Statements of Changes in Shareholders' Equity for the years ended December 31, 2021, 2020 and 2019 | 48 | |
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Notes to Consolidated Financial Statements | 49 | |
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Financial Statement Schedule | |
| |
Schedule II – Valuation and Qualifying Accounts and Reserves for the years ended December 31, 2021, 2020 and 2019 | 85 | |
40 | | | | | |
INDEX TO FINANCIAL STATEMENTS | |
| |
Financial Statements | |
| |
| |
| 42 | |
| |
| 43 | |
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| 45 | |
| |
| 46 | |
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| 47 | |
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| 48 | |
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| 49 | |
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| 50 | |
| 50 | |
| 54 | |
| 55 | |
| 55 | |
| 56 | |
| 56 | |
| 56 | |
| 57 | |
| 57 | |
| 58 | |
| 59 | |
| 59 | |
| 60 | |
| 61 | |
| 66 | |
| 68 | |
| 69 | |
| 70 | |
| 78 | |
| 80 | |
| 81 | |
| 81 | |
| 82 | |
| 83 | |
| 84 | |
| |
Financial Statement Schedule | |
| |
| 86 | |
Management’s Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended). The Company’s system of internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
Because of the inherent limitations, a system of internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 20212022. 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, 20212022, 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, 20212022 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein.
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, 20212022 and 20202021, 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, 20212022, 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, 20212022, based on criteria established in Internal Control - Integrated Framework (2013) (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, 2021 and 2020, and the results of its operations and its 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021 2022 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, 20212022, based on criteria established in Internal Control - Integrated Framework (2013) (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.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Goodwill Impairment Assessments - North America Food andAssessment - Transit Reporting UnitsUnit
As described in Notes A and F to the consolidated financial statements, the Company’s consolidated goodwill balance was $3.0 billion as of December 31, 2021, a portion2022, of which $1.4 billion relates to the North America Food and Transit reporting unitsunit. 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 assessmentsassessment of the North America Food and Transit reporting unitsunit is a critical audit matter are (i) the significant judgment by management when determining the fair value of the North America Food and Transit reporting unitsunit; (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 ratesrate, terminal year exit multiple and EBITDA and revenue multiples; 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 assessmentsassessment, including controls over the determination of the fair value of the North American Food and Transit reporting unitsunit. These procedures also included, among others (i) testing management’s process for determining the fair value of the North America Food and Transit reporting unitsunit; (ii) evaluating the appropriateness of the income and market approaches; (iii) testing the completeness and accuracy of the underlying data used in the income and market approaches; and (iv) evaluating the reasonableness of the aforementioned significant assumptions used by management. Evaluating management’s significant assumptions related to revenue and Adjusted EBITDA margin growth rates involved evaluating whether the significant 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 the evaluation of the appropriateness of the Company’s income and market approaches and the evaluation of the reasonableness of the discount rate, terminal year exit multiple and EBITDA and revenue multiple significant assumptions.
/s/ PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
February 2827, 20222023
We have served as the Company’s auditor since 1928.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in millions except per share data)
The accompanying notes are an integral part of these consolidated financial statements.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in millions)
| | | | | | | | | | | | | | | | | |
For the Years Ended December 31 | 2022 | | 2021 | | 2020 |
Net sales | $ | 12,943 | | | $ | 11,394 | | | $ | 9,392 | |
Cost of products sold, excluding depreciation and amortization | 10,643 | | | 9,029 | | | 7,359 | |
Depreciation and amortization | 460 | | | 447 | | | 422 | |
Selling and administrative expense | 556 | | | 583 | | | 533 | |
| | | | | |
Restructuring and other, net | (52) | | | (28) | | | 30 | |
| | | | | |
Income from operations | 1,336 | | | 1,363 | | | 1,048 | |
Loss from early extinguishments of debt | 11 | | | 68 | | | — | |
Other pension and postretirement | (16) | | | 1,515 | | | 43 | |
Interest expense | 284 | | | 253 | | | 290 | |
Interest income | (15) | | | (9) | | | (8) | |
Foreign exchange | 16 | | | (45) | | | (2) | |
Income / (loss) from continuing operations before income taxes and equity in net earnings of affiliates | 1,056 | | | (419) | | | 725 | |
Provision for / (benefit from) income taxes | 243 | | | (57) | | | 199 | |
Equity in net earnings of affiliates | 42 | | | 3 | | | 6 | |
Net income / (loss) from continuing operations | 855 | | | (359) | | | 532 | |
Net (loss) / income from discontinued operations | — | | | (52) | | | 156 | |
Net income / (loss) | 855 | | | (411) | | | 688 | |
Net income from continuing operations attributable to noncontrolling interests | 128 | | | 148 | | | 108 | |
Net income from discontinued operations attributable to noncontrolling interests | — | | | 1 | | | 1 | |
Net income / (loss) attributable to Crown Holdings | $ | 727 | | | $ | (560) | | | $ | 579 | |
| | | | | |
Net income / (loss) from continuing operations attributable to Crown Holdings | 727 | | | (507) | | | 424 | |
Net (loss) / income from discontinued operations attributable to Crown Holdings | — | | | (53) | | | 155 | |
Net income / (loss) attributable to Crown Holdings | $ | 727 | | | $ | (560) | | | $ | 579 | |
| | | | | |
Earnings per common share attributable to Crown Holdings: | | | | | |
Basic earnings / (loss) per common share from continuing operations | 6.01 | | | (3.89) | | | 3.18 | |
Basic (loss) / earnings per common share from discontinued operations | — | | | (0.41) | | | 1.16 | |
Basic | $ | 6.01 | | | $ | (4.30) | | | $ | 4.34 | |
| | | | | |
Diluted earnings / (loss) per common share from continuing operations | 5.99 | | | (3.89) | | | 3.15 | |
Diluted (loss) / earnings per common share from discontinued operations | — | | | (0.41) | | | 1.15 | |
Diluted | $ | 5.99 | | | $ | (4.30) | | | $ | 4.30 | |
The accompanying notes are an integral part of these consolidated financial statements.
CONSOLIDATED BALANCE SHEETSSTATEMENTS OF COMPREHENSIVE INCOME
(in millions, except share data))
| | | | | | | | | | | | | | | | | |
For the Years Ended December 31 | 2022 | | 2021 | | 2020 |
Net income / (loss) | $ | 855 | | | $ | (411) | | | $ | 688 | |
Other comprehensive income / (loss), net of tax | | | | | |
Foreign currency translation adjustments | (41) | | | 601 | | | (88) | |
Pension and other postretirement benefits | 83 | | | 696 | | | (15) | |
Derivatives qualifying as hedges | (40) | | | (2) | | | 46 | |
Total other comprehensive income / (loss) | 2 | | | 1,295 | | | (57) | |
Total comprehensive income | 857 | | | 884 | | | 631 | |
Net income attributable to noncontrolling interests | 128 | | | 149 | | | 109 | |
Translation adjustments attributable to noncontrolling interests | (2) | | | (1) | | | 3 | |
Pension and other postretirement benefits attributable to noncontrolling interests | 1 | | | — | | | — | |
Derivatives qualifying as hedges attributable to noncontrolling interests | (3) | | | 1 | | | 2 | |
Comprehensive income attributable to Crown Holdings | $ | 733 | | | $ | 735 | | | $ | 517 | |
The accompanying notes are an integral part of these consolidated financial statements.
CONSOLIDATED STATEMENTS OF CASH FLOWS BALANCE SHEETS
(in millions) , except share data) | | | | | | | | | | | |
December 31 | 2022 | | 2021 |
Assets | | | |
Current assets | | | |
Cash and cash equivalents | $ | 550 | | | $ | 531 | |
Receivables, net | 1,843 | | | 1,889 | |
Inventories | 2,014 | | | 1,735 | |
Prepaid expenses and other current assets | 252 | | | 243 | |
Current assets held for sale | — | | | 97 | |
Total current assets | 4,659 | | | 4,495 | |
Goodwill | 2,951 | | | 3,007 | |
Intangible assets, net | 1,358 | | | 1,525 | |
Property, plant and equipment, net | 4,540 | | | 4,036 | |
Operating lease right-of-use assets, net | 221 | | | 191 | |
Other non-current assets | 572 | | | 604 | |
| | | |
Total assets | $ | 14,301 | | | $ | 13,858 | |
| | | |
Liabilities and equity | | | |
Current liabilities | | | |
Short-term debt | $ | 76 | | | $ | 75 | |
Current maturities of long-term debt | 109 | | | 135 | |
Current portion of operating lease liabilities | 44 | | | 42 | |
Accounts payable | 2,773 | | | 2,901 | |
Accrued liabilities | 930 | | | 966 | |
Current liabilities held for sale | — | | | 14 | |
Total current liabilities | 3,932 | | | 4,133 | |
Long-term debt, excluding current maturities | 6,792 | | | 6,052 | |
Postretirement and pension liabilities | 394 | | | 497 | |
Non-current portion of operating lease liabilities | 184 | | | 150 | |
Other non-current liabilities | 712 | | | 696 | |
Commitments and contingent liabilities (Note P) | | | |
| | | |
Equity | | | |
Noncontrolling interests | 438 | | | 418 | |
| | | |
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; 119,945,302 and 126,131,799 shares outstanding | 600 | | | 630 | |
Additional paid-in capital | — | | | — | |
Retained earnings | 3,141 | | | 3,180 | |
Accumulated other comprehensive loss | (1,892) | | | (1,898) | |
Crown Holdings shareholders’ equity | 1,849 | | | 1,912 | |
Total equity | 2,287 | | | 2,330 | |
Total liabilities and equity | $ | 14,301 | | | $ | 13,858 | |
The accompanying notes are an integral part of these consolidated financial statements.
CONSOLIDATED STATEMENTS OF CASH FLOWS (in millions) | | | | | | | | | | | | | | | | | |
For the Years Ended December 31 | 2022 | | 2021 | | 2020 |
Cash flows from operating activities | | | | | |
Net income / (loss) | $ | 855 | | | $ | (411) | | | $ | 688 | |
Adjustments to reconcile net income to net cash provided by operating activities: | | | | | |
Depreciation and amortization | 460 | | | 463 | | | 481 | |
Restructuring and other | (52) | | | (26) | | | 34 | |
Loss from disposal of discontinued operations | — | | | 101 | | | — | |
Pension and postretirement expense | 12 | | | 1,548 | | | 76 | |
Pension contributions | 53 | | | (236) | | | (27) | |
Asbestos payments | (21) | | | (19) | | | (21) | |
Stock-based compensation | 29 | | | 33 | | | 32 | |
Loss from early extinguishments of debt | 11 | | | 68 | | | — | |
Deferred income taxes | 28 | | | (248) | | | 33 | |
Equity earnings, net of distributions | (10) | | | 2 | | | (3) | |
Changes in assets and liabilities: | | | | | |
Receivables | 29 | | | (590) | | | (186) | |
Inventories | (299) | | | (609) | | | (2) | |
Accounts payable and accrued liabilities | (149) | | | 873 | | | 121 | |
Prepaids and other assets | (44) | | | (40) | | | 54 | |
Other, net | (99) | | | (4) | | | 35 | |
Net cash provided by operating activities | 803 | | | 905 | | | 1,315 | |
Cash flows from investing activities | | | | | |
Capital expenditures | (839) | | | (816) | | | (587) | |
Proceeds from sale of businesses, net of cash | 182 | | | 2,255 | | | — | |
Proceeds from sale of property, plant and equipment | 15 | | | 44 | | | 16 | |
Acquisitions of businesses, net of cash | (31) | | | — | | | — | |
Net investment hedges | 26 | | | 25 | | | 28 | |
Other | 5 | | | (1) | | | 8 | |
Net cash (used for) / provided by investing activities | (642) | | | 1,507 | | | (535) | |
Cash flows from financing activities | | | | | |
Net change in revolving credit facility and short-term debt | 268 | | | 12 | | | 29 | |
Proceeds from long-term debt | 2,953 | | | 144 | | | 110 | |
Payments of long-term debt | (2,278) | | | (1,834) | | | (269) | |
Premiums paid to retire debt | (4) | | | (64) | | | — | |
Debt issuance costs | (25) | | | — | | | — | |
Foreign exchange derivatives related to debt | (11) | | | (25) | | | 43 | |
Dividends paid to noncontrolling interests | (100) | | | (122) | | | (87) | |
Dividends paid to shareholders | (106) | | | (105) | | | — | |
Common stock repurchased | (722) | | | (950) | | | (66) | |
Other | — | | | — | | | 1 | |
Net cash used for financing activities | (25) | | | (2,944) | | | (239) | |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (90) | | | (113) | | | 34 | |
Net change in cash, cash equivalents and restricted cash | 46 | | | (645) | | | 575 | |
Cash, cash equivalents and restricted cash at January 1 | 593 | | | 1,238 | | | 663 | |
Cash, cash equivalents and restricted cash at December 31 | $ | 639 | | | $ | 593 | | | $ | 1,238 | |
The accompanying notes are an integral part of these consolidated financial statements.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(in millions)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 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, 2020 | $ | 678 | | | $ | 207 | | | $ | 3,959 | | | $ | (3,131) | | | $ | 1,713 | | | $ | 379 | | | $ | 2,092 | |
Net income | | | | | 579 | | | | | 579 | | | 109 | | | 688 | |
| | | | | | | | | | | | | |
Other comprehensive (loss) / income | | | | | | | (62) | | | (62) | | | 5 | | | (57) | |
Dividends declared | | | | | | | | | — | | | (87) | | | (87) | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Restricted stock awarded | 2 | | | (2) | | | | | | | — | | | | | — | |
Stock-based compensation | | | 32 | | | | | | | 32 | | | | | 32 | |
Common stock issued | | | 2 | | | | | | | 2 | | | | | 2 | |
Common stock repurchased | (6) | | | (60) | | | | | | | (66) | | | | | (66) | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Balance at December 31, 2020 | $ | 674 | | | $ | 179 | | | $ | 4,538 | | | $ | (3,193) | | | $ | 2,198 | | | $ | 406 | | | $ | 2,604 | |
Net (loss) / income | | | | | (560) | | | | | (560) | | | 149 | | | (411) | |
| | | | | | | | | | | | | |
Other comprehensive income | | | | | | | 1,295 | | | 1,295 | | | | | 1,295 | |
Dividends declared | | | | | (105) | | | | | (105) | | | (122) | | | (227) | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Restricted stock awarded | 2 | | | (3) | | | | | | | (1) | | | | | (1) | |
Stock-based compensation | | | 17 | | | 16 | | | | | 33 | | | | | 33 | |
Common stock issued | | | 2 | | | | | | | 2 | | | | | 2 | |
Common stock repurchased | (46) | | | (195) | | | (709) | | | | | (950) | | | | | (950) | |
Disposition of subsidiary with noncontrolling interests(1) | | | | | | | | | — | | | (15) | | | (15) | |
Balance at December 31, 2021 | $ | 630 | | | $ | — | | | $ | 3,180 | | | $ | (1,898) | | | $ | 1,912 | | | $ | 418 | | | $ | 2,330 | |
Net income | | | | | 727 | | | | | 727 | | | 128 | | | 855 | |
Other comprehensive income | | | | | | | 6 | | | 6 | | | (4) | | | 2 | |
Dividends declared | | | | | (106) | | | | | (106) | | | (104) | | | (210) | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Restricted stock awarded | 2 | | | (1) | | | | | | | 1 | | | | | 1 | |
Stock-based compensation | | | 29 | | | | | | | 29 | | | | | 29 | |
Common stock issued | | | 2 | | | | | | | 2 | | | | | 2 | |
Common stock repurchased | (32) | | | (30) | | | (660) | | | | | (722) | | | | | (722) | |
Balance at December 31, 2022 | $ | 600 | | | $ | — | | | $ | 3,141 | | | $ | (1,892) | | | $ | 1,849 | | | $ | 438 | | | $ | 2,287 | |
(1) Relates to the sale of the European Tinplate business. See Note B for further details. The accompanying notes are an integral part of these consolidated financial statements.
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 worldwide leader in the design, manufacture and sale ofleading global supplier of rigid packaging products forto consumer goods and industrialmarketing companies, as well as transit and protective packaging products, equipment and services to a broad range of end markets. The Company's consumer packaging solutions primarily support the beverage and food industries, along with the personal care and household industries, through the development and sale of aluminum and steel cans. The Company's transit and protective packaging for industrial products includesinclude steel and plastic consumables and equipment, paper-based protective packaging, and plastic film consumables and equipment, which are sold into the metals, food and beverage, construction, agricultural, corrugated and general industries.
The financial statements were prepared in conformity with accounting principles generally accepted in the United States of America and reflect management’s estimates and assumptions. Actual results could differ from those estimates, impacting reported results of operations and financial position. All intercompany accounts and transactions are eliminated in consolidation. In deciding which entities should be reported on a consolidated basis, the Company first determines whether the entity is a variable interest entity (“VIE”). If an entity is a VIE, the Company determines whether it is the primary beneficiary and therefore, should consolidate the VIE. If an entity is not a VIE, the Company consolidates those entities in which it has control, including certain subsidiaries that are not majority-owned. Certain of the Company’s agreements with noncontrolling interests contain provisions in which the Company would surrender certain decision-making rights upon a change in control of the Company. Accordingly, consolidation of these operations may no longer be appropriate subsequent to a change in control of the Company, as defined in the agreements.
Investments in companies in which the Company does not have control, but has the ability to exercise significant influence over operating and financial policies, are accounted for by the equity method. The proportionate share of the net income / (loss) resulting from these investments is reported in Equity in net earnings of affiliates in the Consolidated StatementStatements of Operations. The carrying valuevalues 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 assessclassifies 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. Other investments are carried at cost.
Foreign Currency Translation. For non-U.S. subsidiaries which operate in a local currency environment, assets and liabilities are translated into U.S. dollars at year-end exchange rates. Income, expense and cash flow items are translated at average exchange rates prevailing during the year. Translation adjustments for these subsidiaries are accumulated as a separate component of accumulated other comprehensive income in equity. For non-U.S. subsidiaries that use a U.S. dollar functional currency, local currency inventories and property, plant and equipment are translated into U.S. dollars at rates prevailing when acquired; all other assets and liabilities are translated at year-end exchange rates. Inventories charged to cost of sales and depreciation are remeasured at historical rates; all other income and expense items are translated at average exchange rates prevailing during the year. Gains and losses which result from remeasurement are included in earnings.
Revenue Recognition. 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. 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 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 | 25 |
Buildings and building improvements | 25 – 40 |
Machinery and equipment | 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.
DefiniteFinite-lived intangible assets are carried at cost less accumulated amortization. DefiniteFinite-lived intangibles are amortized on a straight-line basis over their estimated useful lives described below (in years). Definite-lived intangible assets are tested for impairment when facts and circumstances indicate the carrying value may not be recoverable from their undiscounted cash flows. If impaired, the assets are written down to fair value based on either discounted cash flows or appraised values.
| | | | | |
Customer relationships | 11 - 18 |
Trade names | 8 - 27 |
Technology | 6 - 8 |
Long-term supply contracts | 15 |
Patents | 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.
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.
Treasury Stock. Treasury stock is reported at par value. The excess of fair value over par value is first charged to paid-in capital, if any, and then to retained earnings.
Research and Development. Research, development and engineering costs of $47 in 2021,34 in 2022, $47 in 2021, and $48 in 2020, and $50 in 2019 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, 2021, the Company adopted new guidance to simplify the accounting for income taxes by, among other things, reducing complexity in the interim-period accounting for year-to-date loss limitations and changes in tax laws. The guidance did not have a material impact on the Company's consolidated financial statements.
Recently Issued Accounting Standards
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 amendments are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, except for the disclosure of rollforward information, which is effective for fiscal years beginning after December 15, 2023. Early adoption is permitted. The amendments should be applied retrospectively to each period in which a balance sheet is presented, except for disclosure of rollforward information, which should be applied prospectively. The Company is currently evaluating the impact of adopting this guidance on its disclosures.
B. Divestitures
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. Proceeds fromFor the Transaction, along with cash provided by operating activities, were used to fund capital projects, repurchase Company stock and to redeem certain of the Company's senior notes as further described in Note M.
Theyear ended December 31, 2021, the Company recorded a pre-tax loss of $101, including $553 of currency translation adjustments which were reclassified from accumulated other comprehensive income upon completion of the sale. The Company also recorded income and tax charges of $81 related to taxable gains on the sale of the Business.
Major components of net (loss) / income from discontinued operations were as follows:
Major classes of assets and liabilities of the Business classified as held for sale at December 31, 2020 were as follows:
| | | | | | | | | | | |
For the Years Ended December 31 | 2021 | | 2020 |
Net sales | $ | 1,585 | | | $ | 2,183 | |
Cost of products sold, excluding depreciation and amortization | 1,301 | | | 1,823 | |
Depreciation and amortization | 16 | | | 59 | |
Selling and administrative expense | 60 | | | 81 | |
Restructuring and other | 2 | | | 4 | |
Other pension and postretirement | 1 | | | 2 | |
Interest expense | 6 | | | 10 | |
Foreign exchange | — | | | 3 | |
Loss on sale of discontinued businesses | 101 | | | — | |
Transaction costs | 34 | | | — | |
Income from discontinued operations before tax | 64 | | | 201 | |
Provision for income taxes | 116 | | | 45 | |
Net (loss) / income from discontinued operations | (52) | | | 156 | |
Net income from discontinued operations attributable to noncontrolling interests | 1 | | | 1 | |
Net (loss) / income from discontinued operations attributable to Crown Holdings | $ | (53) | | | $ | 155 | |
The table above excludes assets held for sale unrelated to the Business that are not material for disclosure.
The capital expenditures of the Business were as follows:
Business had capital expenditures of $29 and $33 for the years ended December 31, 2021 and 2020.
The Company accountedaccounts for the minority interest received in the Business under the equity method. The Company's share of income of the Business was $34 for the year ended December 31, 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. Additionally, the Company received a dividend payment from the Business of $26 in the year ended December 31, 2022.
In October 2021April 2022, the Company signed an agreement tocompleted the sale of sell athe Transit Packaging segment's Kiwiplan business for approximatelyand received pre-tax proceeds of $180. The transaction is subject to customary regulatory approvals and is expected to close in the second quarter of 2022. The Company expects to record an after Company recorded a pre-tax gain of approximately $100 related to113 ($102, net of tax) on the transaction. The assets and liabilities of this business are classified as held for sale as of December 31, 2021sale, which is reported in Restructuring and other, net in the Consolidated Statements of Operations. The transaction willdid not represent a strategic shift that will havehad a major effect on the Company's operations and financial results, and therefore doesdid not qualify for reporting as a discontinued operation.
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: | | | | | | | | | | | |
| 2022 | | 2021 |
Cash and cash equivalents | $ | 550 | | | $ | 531 | |
| | | |
Restricted cash included in prepaid expenses and other current assets | 89 | | | 61 | |
Restricted cash included in other non-current assets | — | | | 1 | |
Total restricted cash | 89 | | | 62 | |
| | | |
Total cash, cash equivalents and restricted cash | $ | 639 | | | $ | 593 | |
Amounts included in restricted cash primarily represent amounts required to be segregated by certain of the Company's receivables securitization agreements.
D. Receivables | | | | | | | | | | | |
| 2022 | | 2021 |
Accounts receivable | $ | 1,132 | | | $ | 1,289 | |
Less: allowance for credit losses | (22) | | | (20) | |
Net trade receivables | 1,110 | | | 1,269 | |
Unbilled receivables | 363 | | | 325 | |
Miscellaneous receivables | 370 | | | 295 | |
| $ | 1,843 | | | $ | 1,889 | |
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 servicing the receivables. The Company receives adequate compensation for servicing the receivables and no servicing asset or liability is recorded.
As of December 31, 20212022 and 20202021, the Company derecognized receivables of $1,011342 and $8521,011 related to the facilities.
The Company recorded expenses related to the facilities for the years ended December 31, 2021, 2020 and 2019 of $13 as interest expense.
of $41 for the year ended December 31, 2022 and $13 for the years ended December 31, 2021 and 2020 as interest expense.
E. Inventories
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 in 2022. The Company has property and business interruption insurance policies for weather related events that include these incremental expenses. The Company recognizes insurance recoveries for losses incurred as the recoveries become probable. Insurance recoveries for lost profits are not recognized until they are realizable.
During the year ended December 31, 2022, the Company received insurance proceeds of $94 for business interruption, including incremental expenses, and $22 for property damage. As of December 31, 2022, the Company has recorded an insurance receivable, within miscellaneous receivables, of $23 for incremental expenses incurred that the Company expects to be reimbursed under the terms of its insurance policy.
E. Inventories | | | | | | | | | | | |
| 2022 | | 2021 |
Raw materials and supplies | $ | 1,352 | | | $ | 1,094 | |
Work in process | 156 | | | 120 | |
Finished goods | 506 | | | 521 | |
| $ | 2,014 | | | $ | 1,735 | |
F. Goodwill
Changes in the carrying amount of goodwill by reportable segment for the years ended December 31, 20212022 and 20202021 were as follows:
| | | | | | | | | | | | | | | | | |
| Americas Beverage | European Beverage | Transit Packaging | Other | Total |
Balance at January 1, 2021 | $ | 839 | | $ | 560 | | $ | 1,561 | | $ | 186 | | $ | 3,146 | |
Held for sale reclassification | — | | — | | (58) | | — | | (58) | |
Foreign currency translation | (14) | | (25) | | (42) | | — | | (81) | |
| | | | | |
Balance at December 31, 2021 | 825 | | 535 | | 1,461 | | 186 | | 3,007 | |
| | | | | |
| | | | | |
Goodwill acquired | — | | — | | 6 | | — | | 6 | |
Foreign currency translation | 25 | | (44) | | (39) | | (4) | | (62) | |
| | | | | |
Balance at December 31, 2022 | $ | 850 | | $ | 491 | | $ | 1,428 | | $ | 182 | | $ | 2,951 | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
Goodwill reclassified to current assets held for sale during 2021 related to the expected sale of athe Transit Packaging segment's Kiwiplan business. See Note B for more information.
The carrying amount of goodwill at December 31, 20212022 and 20202021 was net of the following accumulated impairments:
| | | | | | | | | | | | | | |
| Americas Beverage | European Beverage | Other | Total |
| | | | |
Accumulated impairments | $ | 29 | | $ | 73 | | $ | 11 | | $ | 113 | |
| | | | |
G. Intangible Assets
Gross carrying amounts and accumulated amortization of finite-lived intangible assets by major class were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2022 | | December 31, 2021 |
| Gross | | Accumulated amortization | | Net | | Gross | | Accumulated amortization | | Net |
Customer relationships | $ | 1,356 | | | $ | (542) | | | $ | 814 | | | $ | 1,363 | | | $ | (443) | | | $ | 920 | |
Trade names | 530 | | | (106) | | | 424 | | | 544 | | | (86) | | | 458 | |
Technology | 157 | | | (109) | | | 48 | | | 158 | | | (88) | | | 70 | |
Long term supply contracts | 146 | | | (76) | | | 70 | | | 137 | | | (63) | | | 74 | |
Patents | 11 | | | (9) | | | 2 | | | 15 | | | (12) | | | 3 | |
| $ | 2,200 | | | $ | (842) | | | $ | 1,358 | | | $ | 2,217 | | | $ | (692) | | | $ | 1,525 | |
Amortization expense for the years ended December 31, 20212022, 20202021, and 20192020 was $165159, $162165 and $169162.
During the year-ended December 31, 2021, $13 of intangible assets related to the expected sale of athe Transit Packaging segment's Kiwiplan business were reclassified to current assets held for sale. See Note B for more information.
Annual amortization expense is estimated to be $165 for 2022 and157 for 2023, $154146 for 2024, $147141 for 2025, and $138 for 2026. 132 for 2026 and $129 for 2027.
H. Property, Plant and Equipment | | | | | | | | | | | |
| 2022 | | 2021 |
Buildings and improvements | $ | 1,422 | | | $ | 1,226 | |
Machinery and equipment | 5,576 | | | 5,372 | |
Land and improvements | 213 | | | 208 | |
Construction in progress | 844 | | | 612 | |
| | | |
| 8,055 | | | 7,418 | |
Less: accumulated depreciation and amortization | (3,515) | | | (3,382) | |
| $ | 4,540 | | | $ | 4,036 | |
Capitalized interest related to construction in progress was $28 and $22 for the years ended December 31, 2022 and 2021.
I. Leases
The components of lease expense for the years ended December 31, 20212022, 20202021 and 20192020 were as follows:
| | | | | | | | | | | | | | | | | |
| 2022 | | 2021 | | 2020 |
Operating lease costs: | | | | | |
Operating lease cost | $ | 58 | | | $ | 48 | | | $ | 39 | |
| | | | | |
Short-term lease cost | 2 | | | 3 | | | 5 | |
Total operating lease costs | $ | 60 | | | $ | 51 | | | $ | 44 | |
| | | | | |
Finance lease cost: | | | | | |
Amortization of right-of-use assets | $ | 1 | | | $ | 1 | | | $ | 1 | |
| | | | | |
Total finance lease costs | $ | 1 | | | $ | 1 | | | $ | 1 | |
Variable operating lease costs werecost was $4 for the year ended December 31, 2022 and $3 for each of the years ended December 31, 2021, 2020, and 20192020. Interest on finance lease liabilities was less than $1 for each of the years ended December 31, 20212022, 20202021, and 20192020.
Supplemental cash flow information related to leases was as follows:
Supplemental balance sheet information related to finance leases was as follows: | | | | | | | | | | | | | | | | | |
| 2022 | | 2021 | | 2020 |
Cash paid for amounts included in the measurement of lease liabilities: | | | | | |
Operating cash flows from operating leases | $ | 53 | | | $ | 51 | | | $ | 44 | |
| | | | | |
Financing cash flows from finance leases | 1 | | | 2 | | | 3 | |
Right-of-use assets obtained in exchange for lease obligations: | | | | | |
Operating leases | $ | 87 | | | $ | 73 | | | $ | 42 | |
| | | | | |
Supplemental balance sheet information related to finance leases was as follows: | | | | | | | | | | | |
| 2022 | | 2021 |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
Finance leases: | | | |
Property, plant and equipment | $ | 26 | | | $ | 26 | |
Accumulated depreciation | (3) | | | (2) | |
Property, plant and equipment, net | $ | 23 | | | $ | 24 | |
| | | |
Accrued liabilities | $ | 2 | | | $ | 2 | |
Other non-current liabilities | 5 | | | 8 | |
Total finance lease liabilities | $ | 7 | | | $ | 10 | |
The weighted average remaining lease term and weighted average discount rates for each year were as follows: | | | | | | | | | | | | |
| 2022 | | 2021 | |
Weighted average remaining lease term (years): | | | | |
Operating leases | 10.3 | | 10.8 | |
Finance leases | 5.2 | | 5.7 | |
Weighted average discount rate: | | | | |
Operating leases | 4.2 | % | | 4.3 | % | |
Finance leases | 2.9 | % | | 3.2 | % | |
Maturities of lease liabilities as of December 31, 20212022 were as follows:
| | | | | | | | | | | |
| Operating Leases | | Finance Leases |
2023 | $ | 46 | | | $ | 2 | |
2024 | 37 | | | 2 | |
2025 | 32 | | | 2 | |
2026 | 26 | | | 1 | |
2027 | 21 | | | 1 | |
Thereafter | 129 | | | — | |
Total lease payments | 291 | | | 8 | |
Less imputed interest | (63) | | | (1) | |
| $ | 228 | | | $ | 7 | |
At December 31, 20212022, the Company did not have material lease commitments that had not commenced..
J. Other Non-Current Assets | | | | | | | | | | | |
| 2022 | | 2021 |
Pension assets | $ | 88 | | | $ | 158 | |
Deferred taxes | 113 | | | 150 | |
Investments | 158 | | | 161 | |
Fair value of derivatives | 91 | | | 51 | |
Other | 122 | | | 84 | |
| $ | 572 | | | $ | 604 | |
K. Accrued Liabilities
L. K. Accrued Liabilities | | | | | | | | | | | |
| 2022 | | 2021 |
Salaries and employee benefits | $ | 138 | | | $ | 169 | |
Accrued taxes, other than on income | 102 | | | 104 | |
Income taxes | 87 | | | 101 | |
Accrued interest | 52 | | | 47 | |
Fair value of derivatives | 35 | | | 32 | |
Asbestos liabilities | 25 | | | 25 | |
Pension and postretirement liabilities | 20 | | | 25 | |
Restructuring | 20 | | | 4 | |
| | | |
Other | 451 | | | 459 | |
| $ | 930 | | | $ | 966 | |
L. Restructuring and Other
The Company recorded restructuring and other items as follows:
| | | | | | | | | | | | | | | | | |
| 2022 | | 2021 | | 2020 |
Asset sales and impairments | $ | (106) | | | $ | (20) | | | $ | 2 | |
Restructuring | 35 | | | 29 | | | 19 | |
Other costs / (income) | 14 | | | (42) | | | 9 | |
Asbestos | 5 | | | 5 | | | — | |
| $ | (52) | | | $ | (28) | | | $ | 30 | |
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. The Company expects to reduce headcount by approximately 600 employees.
See Note O for more information on the Company's provision for asbestos.
2021 Activity
Other costs / (income) / costs 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. 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.
See Note O for more information on the Company's provision for asbestos.
2020 Activity
Restructuring costs included charges of $19 related to an internal reorganization and headcount reductions within the Transit Packaging segment.
2019 Activity
Other costs / (income) of $41 included gains of $50 arising from favorable court rulings related to the recovery of indirect taxes paid in prior years by certain of the Company's Brazilian subsidiaries and a charge of $7 related to the settlement of a litigation matter related to Transit Packaging that arose prior to its acquisition by the Company in 2018.
Restructuring costs included charges of $14 for termination benefits related to headcount reductions across the Company, including $10 related to headcount reductions in the Company's European Beverage and Transit Packaging segments.
Asset sales and impairments included gains of $13 related to asset sales partially offset by a charge of $6 related to a fire at a production facility in Asia.
Restructuring charges by segment were as follows:
Restructuring charges by type were as follows:
Restructuring charges by segment were as follows: | | | | | | | | | | | | | | | | | | | | | |
| 2022 | | 2021 | | 2020 | | | | |
| | | | | | | | | |
European Beverage | $ | — | | | $ | 3 | | | $ | — | | | | | |
Asia Pacific | — | | | 1 | | | 1 | | | | | |
Transit Packaging | 35 | | | 19 | | | 19 | | | | | |
Other | — | | | 3 | | | (1) | | | | | |
Corporate | — | | | 3 | | | — | | | | | |
| $ | 35 | | | $ | 29 | | | $ | 19 | | | | | |
Restructuring charges by type were as follows:
| | | | | | | | | | | | | | | | | |
| 2022 | | 2021 | | 2020 |
Termination benefits | $ | 29 | | | $ | 10 | | | $ | 8 | |
Other exit costs | 6 | | | 19 | | | 11 | |
| | | | | |
| | | | | |
| $ | 35 | | | $ | 29 | | | $ | 19 | |
M. 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. The Company expects to pay these amounts over the next twelve months.
M. Debt
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| 2022 | | 2021 | |
| Principal | | Carrying | | Principal | | Carrying | |
| outstanding | | amount | | outstanding | | amount | |
Short-term debt | $ | 76 | | | $ | 76 | | | $ | 75 | | | $ | 75 | | |
| | | | | | | | |
Long-term debt | | | | | | | | |
Senior secured borrowings: | | | | | | | | |
Revolving credit facilities | 329 | | | 329 | | | 50 | | | 50 | | |
Term loan facilities | | | | | | | | |
U.S. dollar due 2027 | 1,800 | | | 1,792 | | | — | | | — | | |
U.S. dollar due 2024 | — | | | — | | | 1,002 | | | 997 | | |
| | | | | | | | |
Euro due 20271 | 578 | | | 578 | | | — | | | — | | |
Euro due 20242 | — | | | — | | | 344 | | | 344 | | |
| | | | | | | | |
Senior notes and debentures: | | | | | | | | |
| | | | | | | | |
€335 at 2.25% due 2023 | — | | | — | | | 381 | | | 380 | | |
€550 at 0.75% due 2023 | — | | | — | | | 626 | | | 624 | | |
€600 at 2.625% due 2024 | 642 | | | 640 | | | 683 | | | 680 | | |
€600 at 3.375% due 2025 | 642 | | | 640 | | | 683 | | | 679 | | |
U.S. dollar at 4.25% due 2026 | 400 | | | 397 | | | 400 | | | 396 | | |
U.S. dollar at 4.75% due 2026 | 875 | | | 869 | | | 875 | | | 867 | | |
U.S. dollar at 7.375% due 2026 | 350 | | | 348 | | | 350 | | | 348 | | |
€500 at 2.875% due 2026 | 536 | | | 532 | | | 570 | | | 565 | | |
U.S. dollar at 5.25% due 2030 | 500 | | | 494 | | | — | | | — | | |
U.S. dollar at 7.50% due 2096 | 40 | | | 40 | | | 40 | | | 40 | | |
Other indebtedness in various currencies: | | | | | | | | |
Fixed rate with rates in 2022 from 2.7% to 14.4% due through 2027 | 221 | | | 221 | | | 189 | | | 189 | | |
Variable rate with an average rate in 2022 of 1.5% due 2026 | 21 | | | 21 | | | 28 | | | 28 | | |
| | | | | | | | |
Total long-term debt | 6,934 | | | 6,901 | | | 6,221 | | | 6,187 | | |
Less: current maturities | (109) | | | (109) | | | (136) | | | (135) | | |
Total long-term debt, less current maturities | $ | 6,825 | | | $ | 6,792 | | | $ | 6,085 | | | $ | 6,052 | | |
(1) €303540 andat December 31, 2022
(2) €317303 at December 31, 2021 and 2020
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 $6,548922 at December 31, 20212022 and $86,617548 at December 31, 20202021.
In October 2021, the Company redeemed all of its €650, equivalent to $754,March 2022, the Company issued $500 principal amount of 5.250% senior unsecured notes due 2030. The notes were issued at par by Crown Americas LLC, a subsidiary of the Company, and are unconditionally guaranteed by the Company and substantially all of its U.S. subsidiaries.
In August 2022, the Company amended the credit agreement governing its senior secured credit facilities. The amendment extended the agreement’s maturity to August 2027 and increased the commitments under several of the Company’s existing facilities. The Company’s commitments under its credit agreement include $800 million in U.S. dollar denominated revolving commitments, $800 million in multicurrency revolving commitments, $50 million in Canadian dollar-denominated revolving commitments, $1.8 billion in Term Loan A commitments, and €540 million in Term Euro commitments.
In September 2022, the Company redeemed all of its €335 42.025% senior notes due 20222023 and its $€1,000550 40.575% senior notes due 2023. In connection with the amended credit agreement and early redemption of senior notes, the Company recorded lossesa loss from early extinguishmentsextinguishment of debt of $6811 in 2022 for premium payments and the write-off of deferred financing fees.
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, 20212022, the Company’s available borrowing capacity under the credit facilities was $1,535252, equal to the facilities’ aggregate capacity of $1,650 less $6569 of outstanding letters of credit and $50329 of credit facility borrowings. The interest rates on the facilities can vary from LIBORSOFR or EURIBOR, with a floor of zero, plus a margin of up to 1.5560%, 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 5.00 times at December 31, 20212022. 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, 20212022.
At December 31, 2022, 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%.
The weighted average interest rates were as follows:
| | | | | | | | | | | | | | | | | |
| 2022 | | 2021 | | 2020 |
Short-term debt | 3.8 | % | | 0.6 | % | | 2.1 | % |
Revolving credit facilities | 2.5 | % | | 1.2 | % | | 1.8 | % |
Aggregate maturities of long-term debt, excluding unamortized discounts and debt issuance costs, for the five years subsequent to 20212022 are $136109, $1,144852, $1,969779, $7152,315 and $2,217339. Cash payments for interest during 2022, 2021, and 2020 and 2019 werewere $270, $294, $302, and $362302.
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.
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 other comprehensive income is the same as that of the underlying exposure. Contracts outstanding at December 31, 20212022 mature between one and thirtytwenty-four months.
The Company uses commodity forward contracts to hedge anticipated purchases of various commodities, including aluminumnatural gas and fuel oilelectricity, 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 | | | | | | 2022 | | 2021 | | |
| | | | | |
Foreign exchange | | | | | | $ | (1) | | | $ | (5) | | | |
Interest rate | | | | | | — | | | 2 | | | |
Commodities | | | | | | (27) | | | 74 | | | |
| | | | | | $ | (28) | | | $ | 71 | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | Amount of gain / (loss) reclassified from AOCI into income | | |
| | | | | |
Derivatives in cash flow hedges | | | | | | 2022 | | 2021 | | Affected line item in the Statements of Operations |
| | | | |
Foreign exchange | | | | | | $ | (7) | | | $ | (4) | | | Net sales |
Commodities | | | | | | (6) | | | (54) | | | Net sales |
Foreign exchange | | | | | | 3 | | | 2 | | | Cost of products sold, excluding depreciation and amortization |
Commodities | | | | | | 29 | | | 147 | | | Cost of products sold, excluding depreciation and amortization |
| | | | | | 19 | | | 91 | | | Income / (loss) from continuing operations before income taxes and equity in net earnings of affiliates |
| | | | | | (4) | | | (23) | | | Provision for / (benefit from) income taxes |
| | | | | | 15 | | | 68 | | | Net income / (loss) from continuing operations |
| | | | | | | | | | |
Commodities | | | | | | — | | | 5 | | | Net (loss) / income from discontinued operations |
Total reclassified | | | | | | $ | 15 | | | $ | 73 | | | Net income / (loss) |
| | | | | | | | | | |
For the year endedending December 31, 20212023, a net gainloss of $3413 ($2811, 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, 20212022 and 20202021 in connection with anticipated transactions that were no longer considered probable.
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 years ended December 31, 20212022, and December 31, 2020, the Company recorded gains2021, the Company recorded a loss of $19 and a gain of $3 and $27 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 | | | | | | 2022 | | 2021 | | Affected line item in the Statements of Operations |
Foreign exchange | | | | | | $ | (2) | | | $ | (3) | | | Net sales |
Foreign exchange | | | | | | 7 | | | (1) | | | Cost of products sold |
| | | | | | | | | | |
Foreign exchange | | | | | | (14) | | | (29) | | | Foreign exchange |
| | | | | | | | | | |
| | | | | | $ | (9) | | | $ | (33) | | | |
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.
For the years ended December 31, 20212022 and 20202021, the Company recorded a gain of $10332 ($10319, net of tax) and a lossgain of $1103 ($1103, 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, 20212022 and December 31, 20202021, cumulative gains of $69101 ($92111, net of tax) and losses of $3369 ($1092, net of tax) were recognized in accumulated other comprehensive income related to these net investment hedges and the carrying amount of the hedged net investmenthedging instrument was approximately €1,312538 ($1,493576) at December 31, 20212022.
The following tables set forth financial information about the impact on accumulated other comprehensive income from changes in the fair value of derivative instruments designated as net investment hedges.
| | | | | | | | | | | | | | | | |
| | Amount of gain / (loss) recognized in AOCI | | |
Derivatives designated as net investment hedges | | 2022 | | 2021 | | |
Foreign exchange | | $ | 32 | | | $ | 47 | | | |
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
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, 20212022 and December 31, 20202021, respectively. The fair value of these financial instruments were reported under Level 2 of the fair value hierarchy.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Balance Sheet classification | | December 31, 2022 | | December 31, 2021 | | Balance Sheet classification | | December 31, 2022 | | December 31, 2021 |
Derivatives designated as hedging instruments | | | | | | | | | | |
Foreign exchange contracts cash flow | | Prepaid expenses and other current assets | | $ | 3 | | | $ | 3 | | | Accrued liabilities | | $ | 2 | | | $ | 10 | |
| | | | | | | | | | | | |
| | Other non-current assets | | 1 | | | — | | | Other non-current liabilities | | — | | | — | |
Foreign exchange contracts fair value | | Prepaid expenses and other current assets | | 4 | | | 1 | | | Accrued liabilities | | 4 | | | 2 | |
| | | | | | | | | | | | |
Commodities contracts cash flow | | Prepaid expenses and other current assets | | 11 | | | 53 | | | Accrued liabilities | | 27 | | | 17 | |
| | | | | | | | | | | | |
| | Other non-current assets | | — | | | 2 | | | Other non-current liabilities | | — | | | 1 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
Net investment hedge | | Other non-current assets | | 90 | | | 49 | | | Other non-current liabilities | | — | | | — | |
| | $ | 109 | | | $ | 108 | | | | | $ | 33 | | | $ | 30 | |
Derivatives not designated as hedging instruments | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
Foreign exchange contracts | | Prepaid expenses and other current assets | | $ | 8 | | | $ | 3 | | | Accrued liabilities | | $ | 2 | | | $ | 3 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | | | |
Total derivatives | | $ | 117 | | | $ | 111 | | | | | $ | 35 | | | $ | 33 | |
Fair Value Hedge Carrying Amounts
| | | | | | | | | | | | | | |
| | Carrying amount of the hedged assets and liabilities |
Line item in the Balance Sheet in which the hedged item is included | | December 31, 2022 | | December 31, 2021 |
| | | | |
Cash and cash equivalents | | 22 | | | 38 | |
Receivables, net | | 16 | | | 21 | |
Accrued liabilities | | 111 | | | 116 | |
| | | | |
| | | | |
| | | | |
As of December 31, 20212022 and 20202021, the cumulative amounts of fair value hedging adjustments included in the carrying amount of the hedged assets and liabilities were net gains of $1 and $41, 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.
| | | | | | | | | | | | | | | | | | | | |
| | Gross amounts recognized in the Balance Sheet | | Gross amounts not offset in the Balance Sheet | | Net amount |
Balance at December 31, 2022 | | | | | | |
Derivative assets | | $ | 117 | | | $ | 13 | | | $ | 104 | |
Derivative liabilities | | 35 | | | 13 | | | 22 | |
| | | | | | |
Balance at December 31, 2021 | | | | | | |
Derivative assets | | $ | 111 | | | $ | 19 | | | $ | 92 | |
Derivative liabilities | | 33 | | | 19 | | | 14 | |
Notional Values of Outstanding Derivative Instruments
The aggregate U.S. dollar-equivalent notional values of outstanding derivative instruments in the Consolidated Balance Sheets at December 31, 20212022 and December 31, 20202021 were: | | | | | | | | | | | |
| December 31, 2022 | | December 31, 2021 |
Derivatives designated as cash flow hedges: | | | |
Foreign exchange | $ | 287 | | | $ | 241 | |
Commodities | 230 | | | 261 | |
| | | |
Derivatives designated as fair value hedges: | | | |
Foreign exchange | 201 | | | 229 | |
Derivatives designated as net investment hedges: | | | |
Foreign exchange | 875 | | | 875 | |
Derivatives not designated as hedges: | | | |
Foreign exchange | 512 | | | 617 | |
| | | |
O. Asbestos-Related Liabilities
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-
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 20212022, 20202021 and 20192020 was as follows: | | | | | | | | | | | | | | | | | |
| 2022 | | 2021 | | 2020 |
Beginning claims | 57,000 | | | 56,000 | | | 56,000 | |
New claims | 1,500 | | | 2,000 | | | 1,500 | |
Settlements or dismissals | (1,000) | | | (1,000) | | | (1,500) | |
Ending claims | 57,500 | | | 57,000 | | | 56,000 | |
For the years ended December 31, 20212022, 20202021, and 20192020, the Company made cash payments of $1921, $2119, and $2221 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, 20212022 and December 31, 20202021, the Company's outstanding claims were: | | | | | | | | | | | |
| 2022 | | 2021 |
Claimants alleging first exposure after 1964 | 17,000 | | | 17,000 | |
Claimants alleging first exposure before or during 1964 filed in: | | | |
Texas | 13,000 | | | 13,000 | |
Pennsylvania | 1,500 | | | 1,500 | |
Other states that have enacted asbestos legislation | 6,000 | | | 6,000 | |
Other states | 20,000 | | | 19,500 | |
Total claims outstanding | 57,500 | | | 57,000 | |
The outstanding claims in each period exclude approximately 19,000 inactive claims. Due to the passage of time, the Company considers it unlikely that the plaintiffs in these cases will pursue further action against the Company. The exclusion of these inactive claims had no effect on the calculation of the Company’s accrual as the claims were filed in states, as described above, where the Company’s liability is limited by statute.
With respect to claimants alleging first exposure to asbestos before or during 1964, the Company does not include in its accrual any amounts for settlements in states where the Company’s liability is limited by statute except for certain pending claims in Texas as described earlier.
With respect to post-1964 claims, regardless of the existence of asbestos legislation, the Company does not include in its accrual any amounts for settlement of these claims because of increased difficulty of establishing identification of relevant insulation products as the cause of injury. Given its settlement experience with post-1964 claims, the Company does not believe that an adverse ruling in the Texas or Pennsylvania asbestos litigation cases, or in any other state that has enacted asbestos legislation, would have a material impact on the Company with respect to such claims.
As of December 31, the percentage of outstanding claims related to claimants alleging serious diseases (primarily mesothelioma and other malignancies) were as follows: | | | | | | | | | | | | | | | | | |
| 2022 | | 2021 | | 2020 |
Total claims | 24 | % | | 24 | % | | 23 | % |
Pre-1965 claims in states without asbestos legislation | 43 | % | | 42 | % | | 41 | % |
Crown Cork has entered into arrangements with plaintiffs’ counsel in certain jurisdictions with respect to claims which are not yet filed, or asserted, against it. However, Crown Cork expects claims under these arrangements to be filed or asserted against Crown Cork in the future. The projected value of these claims is included in the Company’s estimated liability as of December 31, 20212022.
Approximately 82% of the claims outstanding at the end of 20212022 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 (36% 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, 20212022, the Company’s accrual for pending and future asbestos-related claims and related legal costs was $237220, including $198178 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 $68 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
The Commission's investigation is ongoing and, to date, the Commission has not officially charged the Company or any of its subsidiaries with violations of competition law. The Company is cooperating with the Commission and submitted a leniency application with the Commission with respect to the findings of theits internal investigation in Germany referenced above. This application may lead. In July 2022, the Company reached a settlement with the Commission relating to the reduction of possible future penalties. At this stage of theCommission’s investigation, pursuant to which the Company believes that a loss is probable but is unable to predict the ultimate outcomeagreed 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 investigation and is unable to estimatefining decision on the loss or possible rangebasis that the referral of losses that could be incurred, and has therefore not recorded a charge in connection with the actions by the Commission. Ifthe case from the FCO to the Commission finds that the Company or anywas unjustified. There can be no assurance regarding the outcome of its subsidiaries violated competition law, fines levied by the Commission could be material to the Company's operating results and cash flows for the periods in which they are resolved or become reasonably estimable. 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. 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 objectives.
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, 20212022, 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 | | | | | | | | | | | |
| 2022 | | 2021 |
Deferred taxes | $ | 374 | | | $ | 336 | |
Asbestos liabilities | 195 | | | 212 | |
Income taxes payable | 30 | | | 26 | |
| | | |
Postemployment benefits | 20 | | | 21 | |
Environmental | 12 | | | 12 | |
Finance lease liabilities | 5 | | | 8 | |
Other | 76 | | | 81 | |
| $ | 712 | | | $ | 696 | |
Income taxes payable includes unrecognized tax benefits as discussed in Note S.
R. Pension and Other Postretirement Benefits
Pensions. The Company sponsors various pension plans covering certain U.S. and non-U.S. employees, and participates in certain multi-employer pension plans. The benefits under the Company plans are based primarily on years of service and either the employees’ remuneration near retirement or a fixed dollar multiple.
A measurement date of December 31 was used for all plans presented below.
The components of pension expense were as follows:
| | | | | | | | | | | | | | | | | | | | | |
U.S. Plans | 2022 | | 2021 | | 2020 | | | | |
Service cost | $ | 19 | | | $ | 20 | | | $ | 18 | | | | | |
Interest cost | 31 | | | 25 | | | 38 | | | | | |
Expected return on plan assets | (75) | | | (63) | | | (73) | | | | | |
Settlements | — | | | — | | | 3 | | | | | |
Curtailments and special termination benefits | 1 | | | 9 | | | — | | | | | |
Amortization of actuarial loss | 44 | | | 58 | | | 56 | | | | | |
Amortization of prior service cost | 1 | | | 1 | | | 1 | | | | | |
Net periodic cost | $ | 21 | | | $ | 50 | | | $ | 43 | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
Non-U.S. Plans | 2022 | | 2021 | | 2020 | | | | |
Service cost | $ | 9 | | | $ | 13 | | | $ | 10 | | | | | |
Interest cost | 13 | | | 32 | | | 52 | | | | | |
Expected return on plan assets | (22) | | | (72) | | | (107) | | | | | |
Settlements | — | | | 1,511 | | | 63 | | | | | |
| | | | | | | | | |
Amortization of actuarial loss | 5 | | | 33 | | | 27 | | | | | |
Amortization of prior service credit | (1) | | | — | | | — | | | | | |
Net periodic cost | $ | 4 | | | $ | 1,517 | | | $ | 45 | | | | | |
The settlement charge in 2021 arose from the irrevocable transfer of the Company's U.K. pension plan to an insurer. In October 2021, the trustees of the Company's U.K. defined benefit pension plan (the "Plan") entered into a transaction to fully insure all of its U.K. pension liabilities. Theto an insurer. In 2021, the Company made a cash contribution of $£271196 to enable the Plan to purchase a bulk annuity insurance contract for the benefit of the Plan participants. Subsequent to the purchase of the bulk annuity contract, each of the Plan participants was issued an individual annuity contract. The issuer of the individual annuity contract is solely responsible for paying each participant's benefits in full. The Company recorded a settlement charge of $1,511 ($1,040, net of tax) in November 2021, upon irrevocable transfer of the Plan's obligations. Of the $271, the Company was reimbursed $55 in the fourth quarter of 2021 and expects to receive an additional $110 of reimbursement in 2022 and 2023 as the plan sells its remaining illiquid assets. The Company expects £127 ($153 using December 31, 2022 exchange rate) of the cash contribution to be repaid as the Plan sells its remaining illiquid assets, of which £101 ($122 using December 31, 2022 exchange rate) has been received to date, including $77 in 2022.
The settlement chargescharge in 2020 and 2019 arose from the payment of lump sum buy-outs to settle certain pension obligations using plan assets The curtailment gain in 2019 was to recognize prior service credits that were previously recorded in accumulated other comprehensive income in connection with the closure of a non-U.S. defined pension plan..
Additional pension expense of $5 in each of 20212022, 20202021 and 20192020 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:
| | | | | | | | | | | | | | | | | | | | | | | |
| U.S. Plans | | Non-U.S. Plans |
| 2022 | | 2021 | | 2022 | | 2021 |
Projected Benefit Obligations | | | | | | | |
Benefit obligations at January 1 | $ | 1,413 | | | $ | 1,505 | | | $ | 513 | | | $ | 3,172 | |
Service cost | 19 | | | 20 | | | 9 | | | 13 | |
Interest cost | 31 | | | 25 | | | 13 | | | 32 | |
Plan participants’ contributions | — | | | — | | | 2 | | | 2 | |
Amendments | 1 | | | 2 | | | — | | | (3) | |
Settlements | (9) | | | — | | | (9) | | | (2,982) | |
Curtailments | (2) | | | (10) | | | — | | | (7) | |
Special termination benefits | — | | | 6 | | | — | | | — | |
Actuarial (gain) / loss | (266) | | | (43) | | | (95) | | | 444 | |
Benefits paid | (93) | | | (92) | | | (30) | | | (165) | |
Foreign currency translation | — | | | — | | | (16) | | | 7 | |
Benefit obligations at December 31 | $ | 1,094 | | | $ | 1,413 | | | $ | 387 | | | $ | 513 | |
Plan Assets | | | | | | | |
Fair value of plan assets at January 1 | $ | 1,177 | | | $ | 1,152 | | | $ | 529 | | | $ | 3,518 | |
Actual return on plan assets | (199) | | | 115 | | | (22) | | | (94) | |
Employer contributions | 10 | | | 2 | | | (63) | | | 234 | |
Plan participants’ contributions | — | | | — | | | 2 | | | 2 | |
Settlements | (9) | | | — | | | (7) | | | (2,982) | |
Benefits paid | (93) | | | (92) | | | (31) | | | (165) | |
Foreign currency translation | — | | | — | | | (27) | | | 16 | |
Fair value of plan assets at December 31 | $ | 886 | | | $ | 1,177 | | | $ | 381 | | | $ | 529 | |
| | | | | | | |
Funded status | $ | (208) | | | $ | (236) | | | $ | (6) | | | $ | 16 | |
| | | | | | | |
Accumulated benefit obligations at December 31 | $ | 1,055 | | | $ | 1,361 | | | $ | 361 | | | $ | 474 | |
For the year ended December 31, 20212022, actuarial lossesgains for the Company’s U.S. and non-U.S. pension plans totaled $63846. 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 lossgain in 2021 is primarily due to the remeasurement of the U.K. pension plan in conjunction with the settlement, partially offset by a gain of $65 due to actual asset returns higher than expected returns and higher discount rates at the end of 20212022 is primarily due to higher discount rates at the end of 2022 compared to 2021, partially offset by actual asset returns lower than expected returns.
U.S. pension plans with accumulated benefit obligations and projected benefit obligations in excess of plan assets were as follows:
| | | | | | | | | | | |
| 2022 | | 2021 |
Projected benefit obligations | $ | 1,094 | | | $ | 1,413 | |
Accumulated benefit obligations | 1,055 | | | 1,361 | |
Fair value of plan assets | 886 | | | 1,177 | |
Non-U.S. pension plans with accumulated benefit obligations in excess of plan assets were as follows:
| | | | | | | | | | | |
| 2022 | | 2021 |
Projected benefit obligations | $ | 224 | | | $ | 284 | |
Accumulated benefit obligations | 204 | | | 253 | |
Fair value of plan assets | 134 | | | 147 | |
Non-U.S. pension plans with projected benefit obligations in excess of plan assets were as follows:
| | | | | | | | | | | |
| 2022 | | 2021 |
Projected benefit obligations | $ | 224 | | | $ | 288 | |
Accumulated benefit obligations | 204 | | | 257 | |
Fair value of plan assets | 135 | | | 151 | |
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 | 45 | % | to | 55 | % |
International equities | 7.5 | % | to | 12.5 | % |
Fixed income | 15 | % | to | 25 | % |
Balanced funds | 7.5 | % | to | 12.5 | % |
Real estate | 7.5 | % | to | 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, 20212022 and 20202021 are summarized in the tables below:
| | | | | | | | | | | | | | | | | | | | |
| | 2022 |
| | U.S. plan assets | | Non-U.S. plan assets | | Total |
Level 1 | | | | | | |
Cash and cash equivalents | | $ | 35 | | | $ | 19 | | | $ | 54 | |
Global large cap equity | | — | | | 11 | | | 11 | |
U.S. large cap equity | | 152 | | | 2 | | | 154 | |
| | | | | | |
U.S. mid/small cap equity | | 246 | | | 19 | | | 265 | |
Mutual funds – global equity | | 64 | | | — | | | 64 | |
Mutual funds – U.S. equity | | 52 | | | — | | | 52 | |
Mutual funds – fixed income | | 54 | | | — | | | 54 | |
| | 603 | | | 51 | | | 654 | |
Level 2 | | | | | | |
Government issued debt securities | | — | | | 18 | | | 18 | |
Corporate debt securities | | 42 | | | 2 | | | 44 | |
Insurance contracts | | — | | | 94 | | | 94 | |
Investment funds – fixed income | | — | | | 1 | | | 1 | |
| | | | | | |
| | 42 | | | 115 | | | 157 | |
Level 3 | | | | | | |
Investment funds – real estate | | 135 | | | 68 | | | 203 | |
Private equity | | 4 | | | 1 | | | 5 | |
Real estate – direct | | 28 | | | 16 | | | 44 | |
| | 167 | | | 85 | | | 252 | |
| | | | | | |
Total assets in fair value hierarchy | | 812 | | | 251 | | | 1,063 | |
| | | | | | |
Investments measured at NAV Practical Expedient (a) | | | | | | |
Investment funds – fixed income | | 68 | | | 19 | | | 87 | |
Investment funds – global equity | | — | | | 108 | | | 108 | |
Investment funds – emerging markets | | 5 | | | — | | | 5 | |
Investment funds – real estate | | — | | | 3 | | | 3 | |
| | 73 | | | 130 | | | 203 | |
Total investments at fair value | | $ | 885 | | | $ | 381 | | | $ | 1,266 | |
| | | | | | | | | | | | | | | | | | | | |
| | 2021 |
| | U.S. plan assets | | Non-U.S. plan assets | | Total |
Level 1 | | | | | | |
Cash and cash equivalents | | $ | 68 | | | $ | 21 | | | $ | 89 | |
Global large cap equity | | — | | | 8 | | | 8 | |
U.S. large cap equity | | 238 | | | 6 | | | 244 | |
| | | | | | |
U.S. mid/small cap equity | | 332 | | | 25 | | | 357 | |
Mutual funds – global equity | | 93 | | | — | | | 93 | |
Mutual funds – U.S. equity | | 85 | | | — | | | 85 | |
Mutual funds – fixed income | | 71 | | | — | | | 71 | |
| | 887 | | | 60 | | | 947 | |
Level 2 | | | | | | |
Government issued debt securities | | — | | | 17 | | | 17 | |
Corporate debt securities | | 61 | | | 3 | | | 64 | |
| | | | | | |
| | | | | | |
Insurance contracts | | — | | | 110 | | | 110 | |
| | | | | | |
Investment funds – fixed income | | — | | | 38 | | | 38 | |
| | | | | | |
| | 61 | | | 168 | | | 229 | |
Level 3 | | | | | | |
Investment funds – real estate | | 79 | | | 92 | | | 171 | |
| | | | | | |
Private equity | | 5 | | | 2 | | | 7 | |
Real estate – direct | | 25 | | | 15 | | | 40 | |
| | 109 | | | 109 | | | 218 | |
| | | | | | |
Total assets in fair value hierarchy | | 1,057 | | | 337 | | | 1,394 | |
| | | | | | |
Investments measured at NAV Practical Expedient (a) | | | | | | |
Investment funds – fixed income | | 112 | | | 25 | | | 137 | |
Investment funds – global equity | | — | | | 167 | | | 167 | |
Investment funds – emerging markets | | 7 | | | — | | | 7 | |
| | | | | | |
| | | | | | |
| | 119 | | | 192 | | | 311 | |
Total investments at fair value | | $ | 1,176 | | | $ | 529 | | | $ | 1,705 | |
(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: | | | | | | | | | | | |
| 2022 | | 2021 |
U.S. plan assets | $ | 1 | | | $ | 1 | |
Non-U.S. plan assets | — | | | — | |
Plan assets include $357265 and $323357 of the Company’s common stock at December 31, 20212022 and 20202021.
The following tables reconcile the beginning and ending balances of plan assets measured using significant unobservable inputs (Level 3). | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Hedge funds | | Private equity | | Real estate | | Total |
Balance at January 1, 2021 | | $ | 2 | | | $ | 51 | | | $ | 307 | | | $ | 360 | |
Foreign currency translation | | — | | | — | | | (1) | | | (1) | |
Asset returns – assets held at reporting date | | (1) | | | (48) | | | 30 | | | (19) | |
Asset returns – assets sold during the period | | 1 | | | 39 | | | 3 | | | 43 | |
Purchases, sales and settlements, net | | (2) | | | (35) | | | (128) | | | (165) | |
| | | | | | | | |
Balance at December 31, 2021 | | — | | | 7 | | | 211 | | | 218 | |
Foreign currency translation | | — | | | — | | | (9) | | | (9) | |
Asset returns – assets held at reporting date | | — | | | (2) | | | (9) | | | (11) | |
Asset returns – assets sold during the period | | — | | | 1 | | | 9 | | | 10 | |
Purchases, sales and settlements, net | | — | | | (1) | | | 45 | | | 44 | |
| | | | | | | | |
Balance at December 31, 2022 | | $ | — | | | $ | 5 | | | $ | 247 | | | $ | 252 | |
The following table presents additional information about the pension plan assets valued using net asset value as a practical expedient:
| | | | | | | | | | | |
| Fair Value | Redemption Frequency | Redemption Notice Period |
Balance at December 31, 2022 | | | |
Investment funds – fixed income | $ | 87 | | Semi-monthly | 1- 5 days |
Investment funds – global equity | 108 | | Daily | 10 days |
Investment funds – emerging markets | 5 | | Daily | 30 days |
Investment funds – real estate | 3 | | Daily | 10 days |
| | | |
Balance at December 31, 2021 | | | |
Investment funds – fixed income | $ | 137 | | Semi-monthly | 1- 5 days |
Investment funds – global equity | 167 | | Daily | 10 days |
Investment funds – emerging markets | 7 | | Daily | 30 days |
| | | |
The pension plan assets valued using net asset value as a practical expedient do not have any unfunded commitments.
Pension assets and liabilities included in the Consolidated Balance Sheets were:
| | | | | | | | | | | | | | |
| | 2022 | | 2021 |
Non-current assets | | $ | 88 | | | $ | 158 | |
Current liabilities | | 8 | | | 11 | |
Non-current liabilities | | 294 | | | 367 | |
The Company’s current liability at December 31, 20212022, represents the expected required payments to be made for unfunded plans over the next twelve months. Total estimated 20222023 employer contributions are $2716 for the Company’s pension plans.
Changes in the net loss and prior service cost (credit) for the Company’s pension plans were:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 2022 | | 2021 | | 2020 |
| | Net loss | | Prior service | | Net loss | | Prior service | | Net loss | | Prior service |
Balance at January 1 | | $ | 814 | | | $ | 2 | | | $ | 1,802 | | | $ | 8 | | | $ | 1,808 | | | $ | 8 | |
Reclassification to net periodic benefit cost | | (49) | | | (1) | | | (1,629) | | | (4) | | | (150) | | | (1) | |
Current year loss / (gain) | | (45) | | | (1) | | | 640 | | | (2) | | | 118 | | | — | |
Amendments | | — | | | — | | | (1) | | | — | | | — | | | 1 | |
Foreign currency translation | | (8) | | | — | | | 2 | | | — | | | 26 | | | — | |
Balance at December 31 | | $ | 712 | | | $ | — | | | $ | 814 | | | $ | 2 | | | $ | 1,802 | | | $ | 8 | |
Expected future benefit payments as of December 31, 20212022 are:
| | | | | | | | | | | |
| U.S. plans | | Non-U.S. plans |
2023 | $ | 91 | | | $ | 30 | |
2024 | 101 | | | 29 | |
2025 | 99 | | | 31 | |
2026 | 85 | | | 31 | |
2027 | 106 | | | 30 | |
2028 - 2032 | 389 | | | 156 | |
The weighted average actuarial assumptions used to calculate the benefit obligations at December 31 were:
| | | | | | | | | | | | | | | | | | | | |
U.S. Plans | | 2022 | | 2021 | | 2020 |
Discount rate | | 5.2 | % | | 2.9 | % | | 2.5 | % |
Compensation increase | | 5.0 | % | | 4.7 | % | | 4.7 | % |
| | | | | | | | | | | | | | | | | | | | |
Non-U.S. Plans | | 2022 | | 2021 | | 2020 |
Discount rate | | 4.9 | % | | 2.5 | % | | 1.4 | % |
Compensation increase | | 2.7 | % | | 2.5 | % | | 3.0 | % |
The weighted average actuarial assumptions used to calculate pension expense for each year were: | | | | | | | | | | | | | | | | | | | | |
U.S. Plans | | 2022 | | 2021 | | 2020 |
Discount rate - service cost | | 3.3 | % | | 3.1 | % | | 3.6 | % |
Discount rate - interest cost | | 2.2 | % | | 1.7 | % | | 2.8 | % |
Compensation increase | | 4.7 | % | | 4.7 | % | | 4.7 | % |
Long-term rate of return | | 6.6 | % | | 5.7 | % | | 6.8 | % |
| | | | | | | | | | | | | | | | | | | | |
Non-U.S. Plans | | 2022 | | 2021 | | 2020 |
Discount rate - service cost | | 2.9 | % | | 2.2 | % | | 2.6 | % |
Discount rate - interest cost | | 2.6 | % | | 1.8 | % | | 1.9 | % |
Compensation increase | | 2.7 | % | | 2.5 | % | | 3.0 | % |
Long-term rate of return | | 4.3 | % | | 3.3 | % | | 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 | 2022 | | 2021 | | 2020 | | | | |
Service cost | $ | 1 | | | $ | 1 | | | $ | 1 | | | | | |
Interest cost | 4 | | | 4 | | | 5 | | | | | |
Amortization of prior service credit | (20) | | | (26) | | | (26) | | | | | |
Amortization of actuarial loss | 2 | | | 4 | | | 4 | | | | | |
Net periodic benefit credit | $ | (13) | | | $ | (17) | | | $ | (16) | | | | | |
Changes in the benefit obligations were: | | | | | | | | | | | | | | |
| | 2022 | | 2021 |
Benefit obligations at January 1 | | $ | 137 | | | $ | 163 | |
Service cost | | 1 | | | 1 | |
Interest cost | | 4 | | | 4 | |
Actuarial (gain) / loss | | (22) | | | (20) | |
| | | | |
| | | | |
Benefits paid | | (11) | | | (10) | |
Foreign currency translation | | (1) | | | (1) | |
Benefit obligations at December 31 | | $ | 108 | | | $ | 137 | |
Changes in the net (gain)/ loss and prior service credit for the Company’s postretirement benefit plans were: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 2022 | | 2021 | | 2020 |
| | Net (gain) / loss | | Prior service | | Net loss | | Prior service | | Net loss | | Prior service |
Balance at January 1 | | $ | 21 | | | $ | (20) | | | $ | 45 | | | $ | (46) | | | $ | 42 | | | $ | (72) | |
Reclassification to net periodic benefit cost | | (2) | | | 20 | | | (4) | | | 26 | | | (4) | | | 26 | |
Current year (gain) / loss | | (22) | | | — | | | (20) | | | — | | | 7 | | | — | |
| | | | | | | | | | | | |
Foreign currency translation | | 1 | | | — | | | — | | | — | | | — | | | — | |
Balance at December 31 | | $ | (2) | | | $ | — | | | $ | 21 | | | $ | (20) | | | $ | 45 | | | $ | (46) | |
Expected future benefit payments are as follows:
| | | | | |
| Benefit Payments |
2023 | $ | 13 | |
2024 | 11 | |
2025 | 11 | |
2026 | 10 | |
2027 | 10 | |
2028 - 2032 | 42 | |
The assumed health care cost trend rates at December 31, 20212022 were as follows:
| | | | | |
Health care cost trend rate assumed for 2022 | 4.6 | % |
Rate that the cost trend rate gradually declines to | 4.1 | % |
Year that the rate reaches the rate it is assumed to remain | 2033 |
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:
| | | | | | | | | | | | | | | | | |
| 2022 | | 2021 | | 2020 |
Benefit obligations | 5.8 | % | | 3.4 | % | | 2.8 | % |
Service cost | 7.8 | % | | 5.9 | % | | 4.1 | % |
Interest cost | 5.7 | % | | 3.6 | % | | 3.3 | % |
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 $1213, $1312, and $1113 in 20212022, 20202021 and 20192020 related to these plans.
S. Income Taxes
The components of income before income taxes were as follows:
| | | | | | | | | | | | | | | | | |
| 2022 | | 2021 | | 2020 |
U.S. | $ | 295 | | | $ | 143 | | | $ | 97 | |
Foreign | 761 | | | (562) | | | 628 | |
| $ | 1,056 | | | $ | (419) | | | $ | 725 | |
The provision for income taxes consisted of the following:
| | | | | | | | | | | | | | | | | |
| 2022 | | 2021 | | 2020 |
Current tax: | | | | | |
U.S. federal | $ | 18 | | | $ | 2 | | | $ | — | |
State and foreign | 190 | | | 239 | | | 161 | |
| $ | 208 | | | $ | 241 | | | $ | 161 | |
Deferred tax: | | | | | |
U.S. federal | $ | 46 | | | $ | 46 | | | $ | 38 | |
State and foreign | (11) | | | (344) | | | — | |
| 35 | | | (298) | | | 38 | |
Total | $ | 243 | | | $ | (57) | | | $ | 199 | |
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: | | | | | | | | | | | | | | | | | | | | | |
| 2022 | | 2021 | | 2020 | | | | |
U.S. statutory rate at 21% | $ | 222 | | | $ | (88) | | | $ | 152 | | | | | |
Tax on foreign income | (25) | | | (29) | | | 27 | | | | | |
Valuation allowance changes | 33 | | | 26 | | | (11) | | | | | |
State taxes | (2) | | | 9 | | | 5 | | | | | |
U.S. taxes on foreign income, net of credits | 1 | | | 13 | | | 14 | | | | | |
Tax contingencies | 7 | | | 8 | | | 1 | | | | | |
Tax law changes | 2 | | | (8) | | | 4 | | | | | |
Other items, net | 5 | | | 12 | | | 7 | | | | | |
Income tax provision / (benefit) | $ | 243 | | | $ | (57) | | | $ | 199 | | | | | |
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 2025. These incentives increased net income attributable to the Company by $2121 in 2022 and 2021 and $1717 in both 2020 and 2019.
The Company paid taxes of $253,223, $253 and $189 and $173 in 2021in 2022, 20202021 and 2019.
2020.
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 are 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 had a $78 impact on the Company's state net operating loss carryforward and corresponding valuation allowance.
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. See Note B for more information regarding 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.
In 2019, the Company recorded an income tax benefit of $36 related to a deferred tax valuation allowance release resulting from an internal reorganization in Transit Packaging. Additionally, the Company recorded a charge of $15 related to the settlement of a pre-acquisition tax contingency that arose from a transaction that occurred prior to its acquisition of Signode in 2018. The Company also recorded a benefit of $9 arising from tax law changes in India.
As of December 31, 2021As of December 31, 2022, the Company had not provided deferred taxes on approximately $1,500700 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: | | | | | | | | | | | | | | | | | | | | | | | |
| 2022 | | 2021 |
| Assets | | Liabilities | | Assets | | Liabilities |
Tax carryforwards | $ | 271 | | | $ | — | | | $ | 346 | | | $ | — | |
Intangible assets | — | | | 298 | | | — | | | 317 | |
Property, plant and equipment | 15 | | | 225 | | | 21 | | | 176 | |
Pensions | 87 | | | 20 | | | 105 | | | 13 | |
Accruals and other | 105 | | | 103 | | | 96 | | | 109 | |
Asbestos | 53 | | | — | | | 56 | | | — | |
Postretirement and postemployment benefits | 25 | | | — | | | 31 | | | — | |
Lease liabilities | 32 | | | — | | | 29 | | | — | |
Right of use assets | — | | | 30 | | | — | | | 28 | |
Valuation allowances | (173) | | | — | | | (227) | | | — | |
Total | $ | 415 | | | $ | 676 | | | $ | 457 | | | $ | 643 | |
Tax carryforwards expire as follows:
| | | | | | | | |
Year | | Amount |
2023 | | $ | 6 | |
2024 | | 6 | |
2025 | | 16 | |
2026 | | 17 | |
2027 | | 10 | |
Thereafter | | 92 | |
Unlimited | | 124 | |
Tax carryforwards expiring after 20262027 include $11054 of U.S. state tax loss carryforwards. The unlimited category includes $33 of Luxembourg tax loss carryforwards and $6268 of French tax loss carryforwards.
Realization of any portion of the Company’s deferred tax assets is dependent upon the availability of taxable income in the relevant jurisdictions. The Company considers all sources of taxable income, including (i) taxable income in any available carryback period, (ii) the reversal of taxable temporary differences, (iii) tax-planning strategies, and (iv) taxable income expected to be generated in the future other than from reversing temporary differences. The Company also considers whether there have been cumulative losses in recent years. The Company records a valuation allowance when it is more likely than not that some portion or all of the deferred tax assets will not be realized.
The Company’s valuation allowances at December 31, 20212022 include $16784 primarily related to the portion of U.S. state tax loss carryforwards that the Company does not believe are more likely than not to be utilized prior to their expiration. The Company’s ability to utilize state tax loss carryforwards is impacted by several factors including taxable income, expiration
dates, limitations imposed by certain states on the amount of loss carryforwards that can be used in a given year to offset taxable income and whether the state permits the Company to file a combined return.
Management’s estimate of the appropriate valuation allowance in any jurisdiction involves a number of assumptions and judgments, including the amount and timing of future taxable income. Should future results differ from management’s estimates, it is possible there could be future adjustments to the valuation allowances that would result in an increase or decrease in tax expense in the period such changes in estimates are made.
A reconciliation of unrecognized tax benefits follows:
| | | | | | | | | | | | | | | | | |
| 2022 | | 2021 | | 2020 |
Balance at January 1 | $ | 48 | | | $ | 42 | | | $ | 39 | |
Additions for prior year tax positions | 7 | | | 9 | | | 1 | |
| | | | | |
Lapse of statute of limitations | (1) | | | (1) | | | — | |
Settlements | (6) | | | — | | | — | |
Foreign currency translation | (2) | | | (2) | | | 2 | |
Balance at December 31 | $ | 46 | | | $ | 48 | | | $ | 42 | |
The Company’s unrecognized tax benefits include potential liabilities related to transfer pricing, foreign withholding taxes, and non-deductibility of expenses and exclude $2 of interest and penalties as of December 31, 2021.
The total interest and penalties recorded in income tax expense was less than $1 in 20212022, 20202021 and 20192020. As of December 31, 20212022, unrecognized tax benefits of $4846, 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, 20212022 were, 2010 and subsequent years for Germany; 2013 and subsequent years for India; 2015 and subsequent years for Spain; 2016 and subsequent years for France, Italy, Mexico and the U.K.; 2017 and subsequent years for Brazil andMexico; 2018 and subsequent years for Canada andSpain, France, Brazil and Canada; and 2019 and subsequent years for the U.S. 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, Belgium 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): | | | | | | | | | | | | | | | | | | | | |
| | 2022 | | 2021 | | 2020 |
Common shares outstanding at January 1 | | 126,131,799 | | | 134,801,030 | | | 135,577,878 | |
Shares repurchased | | (6,574,610) | | | (9,121,328) | | | (1,240,328) | |
| | | | | | |
Restricted stock issued to employees, net of forfeitures | | 370,178 | | | 435,129 | | | 439,700 | |
Shares issued to non-employee directors | | 17,935 | | | 16,968 | | | 23,780 | |
Common shares outstanding at December 31 | | 119,945,302 | | | 126,131,799 | | | 134,801,030 | |
The Company declared and paid dividends of $0.800.88 per share in 20212022. Additionally, on February 2423, 20222023, the Company's Board of Directors declared a dividend of $0.2224 per share payable on March 2423, 20222023, to shareholders of record as of March 109, 20222023.
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. The new authorization supersedes the previous authorization announced in February 2021, which authorized the repurchase of an aggregate amount of $1,500 of Company common stock through the end of 2023. 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 $950722 of its shares during 20212022.
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, 20212022 and 20202021. | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Defined benefit plans | | Foreign currency translation | | Gains and losses on cash flow hedges | | Total |
Balance at January 1, 2021 | | $ | (1,464) | | | $ | (1,759) | | | $ | 30 | | | $ | (3,193) | |
| | | | | | | | |
Other comprehensive (loss) / income before reclassifications | | (419) | | | 48 | | | 71 | | | (300) | |
Amounts reclassified from accumulated other comprehensive income | | 1,115 | | | 553 | | | (73) | | | 1,595 | |
Other comprehensive income / (loss) | | 696 | | | 601 | | | (2) | | | 1,295 | |
Balance at December 31, 2021 | | (768) | | | (1,158) | | | 28 | | | (1,898) | |
Other comprehensive (loss) / income before reclassifications | | 57 | | | (39) | | | (22) | | | (4) | |
Amounts reclassified from accumulated other comprehensive income | | 25 | | | — | | | (15) | | | 10 | |
Other comprehensive income / (loss) | | 82 | | | (39) | | | (37) | | | 6 | |
Balance at December 31, 2022 | | $ | (686) | | | $ | (1,197) | | | $ | (9) | | | $ | (1,892) | |
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.
During the year-ended December 31, 2021, the Company reclassifiedDuring the year-ended December 31, 2021, the Company reclassified $553 of foreign currency translation as a result of the sale of the European Tinplate business. See Note B for more information.
V. Revenue
For the years ended December 31, 20212022, 20202021 and 20192020, the Company recognized revenue as follows: | | | | | | | | | | | | | | | | | |
| 2022 | | 2021 | | 2020 |
Revenue recognized over time | $ | 6,937 | | | $ | 6,097 | | | $ | 5,032 | |
Revenue recognized at a point in time | 6,006 | | | 5,297 | | | 4,360 | |
Total | $ | 12,943 | | | $ | 11,394 | | | $ | 9,392 | |
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 $2318 and $2023 as of December 31, 20212022 and 20202021 included in prepaid and other current assets. For the year ended December 31, 20212022, the Company satisfied performance obligations related to contract assets at December 31, 2020
2021 related to the Company's equipment business and also recorded new contract assets primarily related to work in process for the equipment business.
W. Stock-Based Compensation
The Company’s shareholder-approved stock-based incentive compensation plans provide for the granting of awards in the form of stock options, deferred stock, restricted stock or stock appreciation rights (“SARs”). The awards may be subject to the achievement of certain performance goals as determined by the Compensation Committee designated by the Company’s Board of Directors. There have been no awards of SARs. At December 31, 2021In April 2022, the Company's shareholders approved the 2022 Stock-Based Incentive Plan (the "Plan") which allowed for a total of 2.8 million shares to be issued under future awards. At December 31, 2022, there were 24.26 million authorized shares available for future awards.
Restricted and Deferred Stock
Annually, the Company awards shares of restricted stock to certain senior executives in the form of time-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:
| | | | | |
| Number of shares |
Non-vested shares outstanding at January 1, 2022 | 1,284,206 | |
Awarded: | |
Time-vesting | 190,442 | |
Performance-based | 207,212 | |
| |
Released: | |
Time-vesting | (348,062) | |
Performance-based | (305,492) | |
| |
Forfeitures: | |
Time-vesting | (73,188) | |
Performance-based | (12,283) | |
Non-vested shares outstanding at December 31, 2022 | 942,835 | |
The average grant-date fair value of restricted stock awarded in 2022, 2021, and 2020 and 2019 follows:
| | | | | | | | | | | | | | | | | |
| 2022 | | 2021 | | 2020 |
Time-vesting | $ | 96.29 | | | $ | 100.08 | | | $ | 70.07 | |
Performance-based | 111.84 | | | 100.99 | | | 72.08 | |
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: | | | | | | | | | | | | | | | | | |
| 2022 | | 2021 | | 2020 |
Risk-free interest rate | 1.0 | % | | 0.2 | % | | 1.6 | % |
Expected term (years) | 3 | | 3 | | 3 |
Expected stock price volatility | 34.8 | % | | 35.5 | % | | 22.0 | % |
At December 31, 20212022, unrecognized compensation cost related to outstanding restricted and deferred stock was $4842. The weighted average period over which the expense is expected to be recognized is 12.90 years. The aggregate market value of the shares released on the vesting dates was $6670 in 20212022.
X. Earnings Per Share
The following table summarizes basic and diluted earnings per share ("EPS"). Basic EBSEPS excludes all potentially dilutive securities and is computed by dividing net income attributable to Crown Holdings by the weighted average number of common shares outstanding during the period. Diluted EPS includes the effect of stock options and restricted stock, when dilutive, as calculated under the treasury stock method.
| | | | | | | | | | | | | | | | | | | | | |
| 2022 | | 2021 | | 2020 | | | | |
Net income / (loss) from continuing operations attributable to Crown Holdings | 727 | | | (507) | | | 424 | | | | | |
Net income / (loss) from discontinued operations attributable to Crown Holdings | — | | | (53) | | | 155 | | | | | |
Net income / (loss) attributable to Crown Holdings | $ | 727 | | | $ | (560) | | | $ | 579 | | | | | |
Weighted average shares outstanding: | | | | | | | | | |
Basic | 120.86 | | | 130.38 | | | 133.53 | | | | | |
Add: dilutive stock options and restricted stock | 0.52 | | | — | | | 1.03 | | | | | |
Diluted | 121.38 | | | 130.38 | | | 134.56 | | | | | |
| | | | | | | | | |
Earnings per common share attributable to Crown Holdings: | | | | | | | | | |
Basic earnings / (loss) per common share from continuing operations | 6.01 | | | (3.89) | | | 3.18 | | | | | |
Basic earnings / (loss) per common share from discontinued operations | — | | | (0.41) | | | 1.16 | | | | | |
Basic earnings / (loss) per share | $ | 6.01 | | | $ | (4.30) | | | $ | 4.34 | | | | | |
| | | | | | | | | |
Diluted earnings / (loss) per common share from continuing operations | 5.99 | | | (3.89) | | | 3.15 | | | | | |
Diluted earnings / (loss) per common share from discontinued operations | — | | | (0.41) | | | 1.15 | | | | | |
Diluted earnings / (loss) per share | $ | 5.99 | | | $ | (4.30) | | | $ | 4.30 | | | | | |
| | | | | | | | | |
Contingently issuable shares excluded from the computation of diluted earnings per share because the effect would have been anti-dilutive | 0.7 | | | 1.0 | | | 0.7 | | | | | |
Y. Segment Information
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.
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 Otherother, net 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, 20212022, 20202021 and 20192020:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
2022 | | | Inter- | | | | | | |
| External | | segment | | | | Capital | | Segment |
| sales | | sales | | Depreciation | | expenditures | | income |
Americas Beverage | $ | 5,126 | | | $ | 7 | | | $ | 128 | | | $ | 380 | | | $ | 742 | |
European Beverage | 2,114 | | | 89 | | | 48 | | | 282 | | | 144 | |
Asia Pacific | 1,615 | | | — | | | 62 | | | 51 | | | 172 | |
Transit Packaging | 2,545 | | | 36 | | | 41 | | | 64 | | | 281 | |
Total reportable segments | 11,400 | | | 132 | | | 279 | | | 777 | | | $ | 1,339 | |
Other | 1,543 | | | 103 | | | 18 | | | 61 | | | |
| | | | | | | | | |
Corporate and unallocated items | — | | | — | | | 4 | | | 1 | | | |
Total | $ | 12,943 | | | $ | 235 | | | $ | 301 | | | $ | 839 | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
2021 | | | Inter- | | | | | | |
| External | | segment | | | | Capital | | Segment |
| sales | | sales | | Depreciation | | expenditures | | income |
Americas Beverage | $ | 4,441 | | | $ | — | | | $ | 108 | | | $ | 508 | | | $ | 756 | |
European Beverage | 1,843 | | | 133 | | | 51 | | | 55 | | | 259 | |
Asia Pacific | 1,322 | | | — | | | 61 | | | 68 | | | 182 | |
Transit Packaging | 2,530 | | | 25 | | | 41 | | | 58 | | | 318 | |
Total reportable segments | 10,136 | | | 158 | | | 261 | | | 689 | | | $ | 1,515 | |
Other | 1,258 | | | 114 | | | 17 | | | 58 | | | |
| | | | | | | | | |
Corporate and unallocated items | — | | | — | | | 4 | | | 40 | | | |
Total | $ | 11,394 | | | $ | 272 | | | $ | 282 | | | $ | 787 | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
2020 | | | Inter- | | | | | | |
| External | | segment | | | | Capital | | Segment |
| sales | | sales | | Depreciation | | expenditures | | income |
Americas Beverage | $ | 3,565 | | | $ | 2 | | | $ | 93 | | | $ | 333 | | | $ | 652 | |
European Beverage | 1,473 | | | 39 | | | 47 | | | 72 | | | 215 | |
Asia Pacific | 1,168 | | | — | | | 56 | | | 69 | | | 175 | |
Transit Packaging | 2,018 | | | 13 | | | 45 | | | 40 | | | 254 | |
Total reportable segments | 8,224 | | | 54 | | | 241 | | | 514 | | | $ | 1,296 | |
Other | 1,168 | | | 100 | | | 15 | | | 30 | | | |
| | | | | | | | | |
Corporate and unallocated items | — | | | — | | | 4 | | | 10 | | | |
Total | $ | 9,392 | | | $ | 154 | | | $ | 260 | | | $ | 554 | | | |
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, technology costs, and unallocated items such as stock-based compensation.
A reconciliation of segment income of reportable segments to income before income taxes for the three years ended December 31, 20212022, 20202021 and 20192020 follows:
| | | | | | | | | | | | | | | | | |
| 2022 | | 2021 | | 2020 |
Segment income of reportable segments | $ | 1,339 | | | $ | 1,515 | | | $ | 1,296 | |
Other | 240 | | | 144 | | | 114 | |
Corporate and unallocated items | (136) | | | (159) | | | (170) | |
| | | | | |
Restructuring and other | 52 | | | 28 | | | (30) | |
| | | | | |
Amortization of intangibles | (159) | | | (165) | | | (162) | |
Loss from early extinguishments of debt | (11) | | | (68) | | | — | |
Other pension and postretirement | 16 | | | (1,515) | | | (43) | |
Interest expense | (284) | | | (253) | | | (290) | |
Interest income | 15 | | | 9 | | | 8 | |
Foreign exchange | (16) | | | 45 | | | 2 | |
Income / (loss) from continuing operations before income taxes and equity in net earnings of affiliates | $ | 1,056 | | | $ | (419) | | | $ | 725 | |
For the three years ended December 31, 20212022, 20202021 and 20192020, intercompany profit of $819, $98 and $69 was eliminated within segment income of other.
For the yearyears ended December 31, 2022 and 2021, two customers each accounted for 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. These same two customers accounted for 11% and 10%, respectively, of the Company's consolidated net sales in 2020. For the year ended December 31, 2019, one of these customers accounted for 12% of the Company's consolidated net sales.12% and 11%, of the Company's consolidated net sales. For the year ended December 31, 2020 the same two customers accounted for 11% and 10%, 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: | | | | | | | | | | | | | | | | | |
| 2022 | | 2021 | | 2020 |
Metal beverage cans and ends | $ | 8,096 | | | $ | 6,982 | | | $ | 5,716 | |
Transit packaging | 2,545 | | | 2,530 | | | 2,018 | |
Metal food cans and ends | 1,099 | | | 789 | | | 733 | |
Other products | 598 | | | 580 | | | 451 | |
Other metal packaging | 605 | | | 513 | | | 474 | |
Consolidated net sales | $ | 12,943 | | | $ | 11,394 | | | $ | 9,392 | |
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. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Net Sales | | Long-Lived Assets |
| 2022 | | 2021 | | 2020 | | 2022 | | 2021 |
United States | $ | 4,740 | | | $ | 4,182 | | | $ | 3,586 | | | $ | 1,557 | | | $ | 1,259 | |
Mexico | 1,080 | | | 896 | | | 681 | | | 464 | | | 437 | |
Brazil | 1,011 | | | 933 | | | 706 | | | 530 | | | 510 | |
Canada | 893 | | | 782 | | | 662 | | | 95 | | | 97 | |
Vietnam | 547 | | | 342 | | | 270 | | | 282 | | | 285 | |
United Kingdom | 521 | | | 412 | | | 234 | | | 262 | | | 96 | |
Other | 4,151 | | | 3,847 | | | 3,253 | | | 1,350 | | | 1,352 | |
Consolidated total | $ | 12,943 | | | $ | 11,394 | | | $ | 9,392 | | | $ | 4,540 | | | $ | 4,036 | |
SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
(In millions) | | | | | | | | | | | | | | | | | | | | |
COLUMN A | COLUMN B | COLUMN C | COLUMN D | COLUMN E | COLUMN F |
| | Additions | | | |
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, 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 | |
| | | | | | |
For the year ended December 31, 2020 |
| | | | | | |
Allowances deducted from assets to which they apply: | | | | | | |
| | | | | | |
Deferred tax assets | 242 | | (11) | | 1 | | — | | (28) | | 204 | |
| | | | | | |
| | | | | |
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, 20212022 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
| | | | | |
ITEM 9B. | OTHER INFORMATION |
None.
| | | | | |
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. | | | | | | | | | | | | | | | | | | | | |
| | | | | | Year Assumed |
Name | | Age | | Title | | Present Title |
| | | | | | |
Timothy J. Donahue | | 5960 | | | President and Chief Executive Officer | | 2016 |
Kevin C. Clothier | | 54 | | | Senior Vice President and Chief Financial Officer | | 2022 |
Gerard H. Gifford | | 6667 | | | Executive Vice President and Chief Operating Officer | | 2017 |
Djalma Novaes, Jr. | | 6162 | | | President – Americas Division | | 2015 |
Hock Huat Goh | | 6768 | | | President – Asia Pacific Division | | 2018 |
RobertMatthew HR. Bourque, Jr.Madeksza | | 5159 | | | President – Transit Packaging Division | | 2018 |
Thomas A. Kelly(1) | | 62 | | | Senior Vice President | | 2022 |
Kevin C. Clothier(1) | | 53 | | | Senior Vice President and Chief Financial Officer | | 2022 |
Christy L. Kalaus | | 4243 | | | Vice President and Corporate Controller | | 2022 |
(1) Thomas A. Kelly stepped down as the Chief Financial Officer on December 31, 2021 and will retire from the Company in March 2022. Kevin C. Clothier, was appointed to the role of Senior Vice President and Chief Financial Officer, effective January 1, 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.
| | | | | |
ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS |
Certain information required by this Item is set forth in the Company’s Proxy Statement within the sections entitled “Proxy Statement – Meeting, April 2827, 20222023” 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, 20212022 with respect to shares of the Company’s Common Stock that may be issued under its equity compensation plans:
| | | | | | | | | | | | | | | | | | | | |
| | Equity Compensation Plan Information |
Plan category | |
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) | | Number of Securities Remaining Available For Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected In Column (a)) (c) |
Equity compensation plans approved by security holders | | 162,674 | | — | | 5,303,240 |
Equity compensation plans not approved by security holders | | | | | | |
Total | | 162,674 | | — | | 5,303,240 |
(1) Includes the 2013 and 2022 Stock-Based Incentive Compensation PlanPlans.
(2) Includes 220162,669674 shares of deferred stock awarded from the 2013 and 2022 Stock-Based Incentive Compensation PlanPlans during each year from 20132018 through 20212022. 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 24,376756,677499, 707688,490735 and 3820,615680 shares available for issuance at December 31, 20212022 under the 2013 and 2022 Stock Based Incentive Compensation PlanPlans, 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.
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, 20212022, 20202021 and 20192020
Consolidated Statements of Comprehensive Income for the years ended December 31, 20212022, 20202021 and 20192020
Consolidated Balance Sheets as of December 31, 20212022 and 20202021
Consolidated Statements of Cash Flows for the years ended December 31, 20212022, 20202021 and 20192020
Consolidated Statements of Changes in Shareholders' Equity for the years ended December 31, 20212022, 20202021 and 20192020
Notes to Consolidated Financial Statements
(2) Financial Statement Schedules:
Schedule II – Valuation and Qualifying Accounts and Reserves for the years ended December 31, 20212022, 20202021 and 20192020
All other schedules have been omitted because they are not applicable or the required information is included in the Consolidated Financial Statements.
(3)Exhibits
4.a Specimen certificate of Registrant’s Common Stock (incorporated by reference to Exhibit 4.a of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 1995 (File No. 1-2227)).
4.b 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)).
4.c Form of the Registrant's 7-3/8% Debentures Due 2026 (incorporated by reference to Exhibit 99.1 of the Registrant's Current Report on Form 8-K dated December 17, 1996 (File No. 1-2227)).
4.d Officers' Certificate for 7-3/8% Debentures Due 2026 (incorporated by reference to Exhibit 99.6 of the Registrant's Current Report on Form 8-K dated December 17, 1996 (File No. 1-2227)).
4.e Form of the Registrant's 7-1/2% Debentures Due 2096 (incorporated by reference to Exhibit 99.2 of the Registrant's Current Report on Form 8-K dated December 17, 1996 (File No. 1-2227)).
4.f 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)).
4.g Terms Agreement, dated December 12, 1996 (incorporated by reference to Exhibit 1.1 of the Registrant's Current Report on Form 8-K dated December 17, 1996 (File No. 1-2227)).
4.h Form of Bearer Security Depositary Agreement (incorporated by reference to Exhibit 4.2 of the Registrant's Registration Statement on Form S-3, dated November 26, 1996, amended December 5 and 10, 1996 (File No. 333-16869)).
4.i Supplemental Indenture to Indenture dated December 17, 1996, dated as of February 25, 2003, between Crown Cork & SealSeal 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)).
4. j Indenture, dated as of September 15, 2016, by and among Crown European Holdings S.A., as Issuer, the Guarantors 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)).
4.l 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 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)).
4.o 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).
4.p 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.r 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)).
4.s 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).
4.t Incremental Amendment No. 2 and Third Amendment to Amended and Restated Credit Agreement, dated as of December 13, 2019, among Crown Americas LLC, Crown European Holdings S.A., Crown Metal Packaging Canada LP, each of the Subsidiary Borrowers from time to time party thereto, Crown Holdings, Inc., Crown Cork & Seal Company, Inc., and Crown International Holdings, Inc., each other Credit Party from time to time party thereto, Deutsche Bank AG New York Branch, Deutsche Bank AG London Branch, Deutsche Bank AG, Canada Branch, and the various Lenders referred to therein (incorporated by reference to Exhibit 4.1 of the Registrant's Current Report on Form 8-K/A dated February 28, 2020 (File No. 000-50189)).
4.u Indenture, dated as of October 31, 2019, by and among Crown European Holdings S.A., as Issuer, the Guarantors named therein, U.S. Bank National Association, as Trustee, and the other parties thereto, relating to the €550 million 0.750% Senior Notes due 2023 (incorporated by reference to Exhibit 4.1 of the Registrant's Current Report on Form 8-K dated November 4, 2019 (File No. 000-50189)).
4. v 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, IncInc., 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.
4. v 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)).
4.x 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)).
4.y 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 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.xaa 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:
10.d Senior Executive Retirement Agreements:
(6
(11) Amendment No.1 to Amend and Restate Senior Executive Retirement Agreement, effective April 21, 2021, between Crown Holdings, Inc. and Didier Sourisseau (incorporated by reference to Exhibit 10(d)(11) of the Registrant’s Periodic Report on Form 8-K filed April 23, 2021 (File No. 000-50189)).
10.o10.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.pq 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.y 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.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 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.w 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.x 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)).
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.
101 The following financial information from the Registrant’s Annual Report on Form 10-K for the year ended December 31, 20212022 formatted in Inline XBRL (eXtensible Business Reporting Language): (i) Consolidated Statements of Operations for the twelve months ended December 31, 20212022, 20202021 and 20192020, (ii) Consolidated Statements of Comprehensive Income for the twelve months ended December 31, 20212022, 20202021 and 20192020; (iii) Consolidated Balance Sheets as of December 31, 20212022 and December 31, 20202021, (iv) Consolidated Statements of Cash Flows for the twelve months ended December 31, 20212022, 20202021 and 20192020, (v) Consolidated Statements of Changes in Shareholders' Equity for the twelve months ended December 31, 20212022, 20202021 and 20192020 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.
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 2827, 20222023
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 20212022 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 | | DirectorChairman of the Board, President and Chief Executive Officer |
| | |
/s/ Kevin C. Clothier | | |
Kevin C. Clothier | | Senior Vice President and Chief Financial Officer |
| | |
/s/ Christy L. Kalaus | | |
Christy L. Kalaus | | Vice President and Corporate Controller |
DIRECTORS | | | | | | | | | | | | | | |
/s/ JohnRichard WH. ConwayFearon | | | | /s/ B. Craig Owens |
JohnRichard W. Conway, Chairman of the BoardH. Fearon | | | | B. Craig Owens |
| | | | |
/s/ RichardAndrea HJ. FearonFunk | | | | /s/ Angela M. Snyder |
Andrea J. Funk | | | | Angela M. Snyder |
| | | |
/s/ Stephen J. Hagge | | | | /s/ Caesar F. Sweitzer |
RichardStephen HJ. FearonHagge | | | | Caesar F. Sweitzer |
| | | |
/s/ AndreaJesse J. Funk | | | | /s/ Jim L. Turner |
Andrea J. Funk | | | | Jim L. Turner |
| | | |
/s/ Stephen J. HaggeA. Lynn | | | | /s/ WilliamAndrew SJ. UrkielTeno |
StephenJesse JA. HaggeLynn | | | | WilliamAndrew SJ. UrkielTeno |
| | |
/s/ James H. Miller | | | | /s/ DwayneMarsha AC. WilsonWilliams |
James H. Miller | | | | DwayneMarsha AC. WilsonWilliams |
| | |
/s/ Josef M. Müller | | | | /s/ Dwayne A. Wilson |
Josef M. Müller | | | | Dwayne A. Wilson |
| | |
Crown Holdings, Inc.
770 Township Line Road
Yardley, PA 19067
October 26, 2022
Mr. Robert H. Bourque, Jr.
Dear Bob:
We previously provided you a letter, dated July 29, 2022 (the "Prior Letter"), regarding your termination of employment from Crown. This letter replaces and supersedes the Prior Letter in all respects.
Your employment with Crown ended on Monday, August 29, 2022. The Prior Letter provided you with thirty days' written notice of your separation from service. Crown relieved you of all your duties, responsibilities and authority with respect to your position as President, Transit Packaging Division, and in any other position with the company, as of Friday July 29, 2022.
You were paid your base salary through August 29, 2022 (less customary tax withholdings) and your company benefits continued through such date. Contingent upon your execution and non-revocation of the attached General Release and in accordance with Section 5.6 of your employment agreement dated May 1, 2016, in addition to the base salary payments described above, you are entitled to the following compensation:
1.A pro-rated Incentive Bonus Payment for 2022 if one is earned by the Transit Packaging Division. The prorated amount will be based on the eight months you were employed in 2022 and paid in the normal course (less customary tax withholdings).
2.A lump sum payment equal to your base salary ($600,000) less customary tax withholdings. The payment will be made on the date that is six months and one day after August 29, 2022 (i.e., Thursday, March 2, 2023) because you are a "Specified Employee", as that term is defined in Section 409A of the Internal Revenue Code of 1986, as amended.
In consideration of your service to Crown, and contingent on your execution and non-revocation of the General Release, the Company will also provide you with the following benefits:
1.Crown will allow the performance-based shares granted pursuant to the 2013 Stock-Based Incentive Compensation Plan (the "Stock Plan") and applicable Award Letter dated, January 6, 2020, due to vest on January 6, 2023, to remain outstanding and eligible to vest on the regularly scheduled vesting date as if no termination had occurred, subject to the achievement of the applicable performance goals. The target number of shares for that award was 8551. All other equity awards granted to you under the Stock Plan that were not vested as of August 29, 2022 have been forfeited in accordance with the terms of the applicable agreements.
2.Provided that you elect and remain eligible for COBRA continuation coverage under the Company's Medical, Prescription, Dental and Vision insurance programs, such continuation coverage will be provided on a Company-paid basis for you (and your eligible dependents) for a period of 12 months from the date of your termination. Thereafter, any further COBRA continuation coverage for you (and your eligible dependents) will be provided at the normal COBRA cost.
3.Within fifteen days of your execution and delivery of this letter, you will be paid a lump-sum payment of $25,000 (less customary tax withholdings) for the purpose of obtaining outplacement services from a vendor of your choice.
4.To the extent that any monies are due by you to Crown under the Relocation Payback Agreement, executed by you on April 7, 2021, Crown agrees to waive any right to reimbursement of any and all relocation expenses it has paid on your behalf.
Below are specifics on other benefits and policies:
Defined Benefit Retirement Plans
You are vested in your pension benefits under the Crown Pension Plan and your retirement benefit and death benefit under the Supplemental Executive Retirement Plan (SERP). You are eligible to commence benefit payments under the Crown Pension Plan as early as age 55. Under the terms of the SERP, you are entitled to a lump sum payout of
Robert H. Bourque, Jr.
October 26, 2022
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your retirement benefit as early as age 60. Crown most recently provided you with an estimate of your SERP benefit on July 15, 2022.
401(k)
Contributions to the 401(k) Plan ended with your termination. You have advised the Company that Vanguard mailed you a packet detailing your options for your 40l(k) account.
Life Insurance
The Company-paid basic life insurance benefit ceased on your last day of employment. You had thirty days to convert to an individual policy. You have advised the Company that Crown's benefit provider, MetLife, contacted you with details on this option.
Vacation
In accordance with Company policy, the Company has paid you for your unused vacation time remaining for 2022.
Other Obligations
This letter will also serve as a reminder of your obligations under your employment agreement with respect to confidential information, noncompetition and non-disparagement, which survive termination of your employment.
Expense Reports
You have completed all travel and related expense reports and followed the normal procedure to send them through for reimbursement.
No Offset, No Mitigation
No payment, remuneration, compensation, severance, equity grant or monetary obligation on the pat1 of the Company in this letter shall be subject to any offset or clawback mechanism payable by you to the Company, with the exception of performance-based stock awards/vestings and incentive bonus payments, which remain subject to recoupment for intentional misconduct or fraud in accordance with the relevant plan documents. You will not be required to mitigate the amount of any payment provided for in this letter by seeking other employment or otherwise, nor shall any profits, income, earnings or other benefits from any source whatsoever create any mitigation, offset, reduction or any other obligation on your part hereunder.
Return of Company Property
You returned all Company property to the Company. This included your ID Badge, laptop computer, Company issued credit card, and any other items issued to you by the Company.
You removed all of your personal property from the office, or it was otherwise returned to you.
Fred Leh will serve as your primary contact. If you have any questions, feel free to contact him.
Sincerely,
/s/Alfred J. Dermody
Senior Vice President - Human Resources
This letter accurately reflects the facts related to my termination of employment with the Company, our understanding regarding the terms and conditions of my termination of employment with the Company and the other matters set forth herein, and I hereby confirm my agreement to the same.
/s/Robert H. Bourque, Jr.
EXECUTIVE EMPLOYMENT AGREEMENT
THIS IS AN EMPLOYMENT AGREEMENT (“Agreement”), effective January 1, 2023, (“Effective Date”) between Crown Holdings, Inc. (“Crown” and, with its subsidiaries, the “Company”) and Carlos Baila (the “Executive”).
Background
WHEREAS, the Executive is currently employed by the Company.
WHEREAS, the Executive and the Company are parties to a letter agreement dated, July 23, 2018 providing for severance benefits in the event of the Executive’s termination of employment under certain circumstances (the “Severance Letter”), which shall, together with any other prior agreements or understandings of the parties regarding such matters, be superseded by this Agreement.
WHEREAS, the Company desires to assure itself of the continued employment of the Executive with the Company and to encourage his continued attention and dedication to the best interests of the Company, including but not limited to Crown Asia Pacific Holdings Limited (“Crown Singapore”).
WHEREAS, the Executive desires to remain and continue in the employment of the Company in accordance with the terms of this Agreement.
NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein and intending to be legally bound hereby, the parties agree as follows:
Terms
1.Definitions. As used in this Agreement, the following terms shall have the meanings set forth below:
a.“Board” shall mean the Board of Directors of Crown.
b.“Cause” shall mean the termination of the Executive’s employment with the Company as a result of:
i.the Executive’s willful failure to perform such services as may be reasonably delegated or assigned to the Executive by the Board, Crown’s Chief Executive Officer or any other executive to whom the Executive reports;
ii.the failure by the Executive to devote his full-time best effort to the performance of his duties under the Agreement (other than any such failure resulting from the Executive’s incapacity due to physical or mental illness);
iii.the breach by the Executive of any provision of Sections 6, 7, 8 or 9 hereof;
iv.the willful engaging by the Executive in misconduct which is materially injurious to the Company, monetarily or otherwise; or
v.the Executive’s conviction of, or a plea of nolo contendere to, a felony or a crime involving moral turpitude.
c.“Change in Control” shall mean any of the following events:
i.a “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned, directly or indirectly, by the stockholders of Crown in substantially the same proportions as their ownership of stock of Crown, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of Crown representing 50% or more of the combined voting power of Crown’s then outstanding securities; or
ii.during any period of two consecutive years, individuals who at the beginning of such period constitute the Board and any new director (other than a director designated by a person who has entered into an agreement with Crown to effect a transaction described in Section 1.3(a), Section 1.3(c) or Section 1.3(d) hereof) whose election by the Board or nomination for election by Crown’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; or
iii.Crown merges or consolidates with any other corporation, other than in a merger or consolidation that would result in the voting securities of Crown outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least 75% of the combined voting power of the voting securities of Crown or such surviving entity outstanding immediately after such merger or consolidation; or
iv.the complete liquidation of Crown or Crown sells or otherwise disposes of all or substantially all of Crown’s assets.
d.“Code” means the Internal Revenue Code of 1986, as amended from time to time.
e.“Good Reason” shall mean:
i.the assignment to the Executive, without the Executive’s express written approval, of duties or responsibilities, inconsistent, in a material respect, with the Executive’s title and position on the date of a Change in Control
or a material reduction in the Executive’s duties, responsibilities or authority from those in effect on the date of a Change in Control;
ii.following a Change in Control, a reduction by the Company in the Executive’s Base Salary (as defined in Section 4.1 below) or in the other compensation and benefits, in the aggregate, payable to the Executive hereunder, or a material adverse change in the terms or conditions on which any such compensation or benefits are payable;
iii.following a Change in Control, the Company’s failure, without the express consent of the Executive, to pay the Executive any amounts otherwise vested and due hereunder or under any plan or policy of the Company;
iv.following a Change in Control, a relocation of the Executive’s primary place of employment, without the Executive’s express written approval, to a location more than 50 miles from the location at which the Executive performed his duties on the date of such Change in Control; or
v.the failure or refusal of Crown’s Successor (as defined in Section 14 below) to expressly assume this Agreement in writing, and all of the duties and obligations of the Company hereunder in accordance with Section 14.
f.“Short-Term Disability” shall mean the temporary incapacity of the Executive that, as determined by the Board in a uniformly-applied manner, renders the Executive temporarily incapable of engaging in his usual executive function and as a result, the Executive is under the direct care and treatment of a physician who certifies to such incapacity.
g.“Total Disability” shall mean that a qualified physician designated by the Company has determined that the Executive:
i.is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or
ii.is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company.
2.Position and Duties. The Company agrees to continue to employ the Executive and the Executive hereby agrees to continue to be employed by the Company, upon the terms, conditions and limitations set forth in this Agreement. The Executive shall serve as President of the Company’s Asia Pacific Division (or in such other position as agreed to by the parties), with the customary duties, authorities and responsibility of such position of a publicly-traded corporation and such other duties, authorities and responsibility (a) as
have been agreed upon by the Company and the Executive or (b) as may from time to time be delegated to the Executive by the Board, Crown’s Chief Executive Officer or any other executive to whom the Executive reports as are consistent with such position. In addition, for no additional compensation, the Executive shall serve as an executive director of Crown Singapore and in such other positions as reasonably requested by the Board, Crown’s Chief Executive Officer or any other executive to whom the Executive reports. The Executive agrees to perform the duties and responsibilities called for hereunder to the best of his ability and to devote his full time, energies and skills to such duties, with the understanding that he may participate in charitable and similar activities and may have business interests in passive investments which may, from time to time, require portions of his time, but such activities shall be done in a manner consistent with his obligations hereunder.
3.Term. The Executive’s employment under this Agreement shall commence on the Effective Date and unless sooner terminated as provided in Article 5 shall continue for a period of one year (the “Initial Term”). Except as otherwise provided herein, unless either party gives written notice to the other party at least 30 days before any anniversary of the Effective Date that the term hereunder shall not be extended beyond its then term (a “Nonrenewal Notice”), the term of the Agreement shall automatically be extended for an additional one year period from each anniversary, subject to the same terms, conditions and limitations as applicable to the Initial Term unless amended or terminated as provided herein (each such additional one year period a “Renewal Term”). For purposes of this Agreement, the Initial Term and all subsequent Renewal Terms shall be collectively referred to as the “Term” of the Agreement.
4.Compensation and Benefits.
a.Base Salary. The Company shall pay to the Executive for the performance of his duties under this Agreement an initial base salary of $555,000 per year (the “Base Salary”), payable in accordance with the Company’s normal payroll practices. Thereafter, the rate of the Executive’s Base Salary will be reviewed and adjusted as appropriate in accordance with the Company’s regular compensation review practices. Effective as of the date of any such increase, the Base Salary so increased shall be considered the new Base Salary for all purposes of this Agreement.
b.Incentive Bonus. During the Term, in addition to Base Salary, for each calendar year ending during the Term, the Executive shall participate in, and shall have the opportunity to receive a cash bonus in an amount to be determined in accordance with, the Company’s existing incentive bonus plan or any successor bonus plan, program or arrangement established by the Company for the benefit of its executive officers (the “Incentive Bonus Payment”).
c.Employee Benefits. During the Term, the Executive shall be eligible to participate in the applicable employee benefit plans, programs and policies of the Company (or other applicable affiliate as agreed to by the parties) that are now or hereafter made available to its salaried personnel generally, as such plans, programs and policies may be in effect from time to time, in each case to the
extent that the Executive is eligible under the terms of such plans, programs and policies and the Executive’s participation therein is not duplicative of other benefits provided by the Company. Without limiting the generality of the foregoing, the Executive shall also be eligible to participate in Crown’s Restoration Plan (the “Restoration Plan”) and Crown’s equity-based incentive plans as maintained by Crown from time to time for the benefit of senior executives. For purposes of the Restoration Plan, the Executive will become 100% vested in his “Supplemental Retirement Benefit” under the Restoration Plan upon completing five years of continuous employment with the Company (measured from the Effective Date of this Agreement) or on such earlier date provided for under the Restoration Plan.
d.Vacation. The Executive shall be entitled to vacation in accordance with the Company’s vacation policy.
e.Automobile. During the Term, the Company shall make an automobile available to the Executive in accordance with and subject to the conditions of its applicable automobile policy or practices as in effect from time to time.
f.Reimbursement of Expenses. During the Term, the Company will reimburse the Executive in accordance with the Company’s expense reimbursement policy as in effect from time to time for expenses reasonably and properly incurred by him in performing his duties, provided that such expenses are incurred and accounted for in accordance with the policies and procedures presently or hereinafter established by the Company.
g.Short-Term Disability. In the event that the Executive incurs a Short-Term Disability, the Executive shall be entitled to six months of Base Salary and incentive payments, payable in accordance with the Company’s normal payroll practices, provided that all payments under this provision shall be reduced dollar-for-dollar by any other short-term disability benefits the Executive is entitled to under any other Company-sponsored short-term disability plan or arrangement and shall cease as of the earliest of the Executive’s cessation of Short-Term Disability, the occurrence of Total Disability, death or the first day of the month following the month in which the Executive attains age 65 (the “Normal Retirement Date”).
h.Medical Examination Benefit. During the Term, the Executive shall be entitled to reimbursement for actual costs incurred, up to $2,500 per calendar year, for an annual physical and related medical examinations.
i.Housing Allowance. During the Term, the Executive shall be entitled to an annual housing allowance, determined in accordance with and subject to the Company’s housing allowance policy as in effect from time to time.
5.Termination.
a.Death. The Executive’s employment under this Agreement shall terminate immediately upon the Executive’s death, and the Company shall have no further obligations under this Agreement, except to pay to the Executive’s estate (or his beneficiary, as may be appropriate) (a) any Base Salary earned through his date of death, to the extent theretofore unpaid, (b) a pro-rated Incentive Bonus Payment for the year in which the Executive’s death occurs, equal to the product of (i) the actual Incentive Bonus Payment for the year of termination multiplied by (ii) a fraction, the numerator of which is the number of completed days in the year of termination during which the Executive was employed by the Company and the denominator of which is 365, and provided that such amount will be paid in the normal course and shall only be paid if the Executive would have become entitled to such amount if he had not terminated his employment, and (c) such retirement and other benefits earned and vested (if applicable) by the Executive as of the date of his death under any employee benefit plan of the Company in which the Executive participates, including without limitation all vested benefits due under the Restoration Plan and other retirement plans, all of the foregoing to be paid in the normal course for such payments and in accordance with the terms of such plans.
b.Disability. If the Executive is unable to perform his duties under this Agreement because of a Total Disability, the Company may terminate the Executive’s employment by giving written notice to the Executive. Such termination shall be effective as of the date of such notice and the Company shall have no further obligations under this Agreement, except to pay to the Executive (a) any Base Salary earned through the date of such termination, to the extent theretofore unpaid, (b) Total Disability benefits as described below, (c) a pro-rated Incentive Bonus Payment equal to the product of (i) the actual Incentive Bonus Payment for the year of termination multiplied by (ii) a fraction, the numerator of which is the number of completed days in the year of termination during which the Executive was employed by the Company and the denominator of which is 365, and provided that such amount will be paid in the normal course and shall only be paid if the Executive would have become entitled to such amount if he had not terminated his employment, and (d) such retirement and other benefits earned and vested (if applicable) by the Executive as of the date of his termination under any employee benefit plan of the Company in which the Executive participates, including without limitation all vested benefits due under the Restoration Plan and other retirement plans, all of the foregoing to be paid in the normal course for such payments and in accordance with the terms of such plans. In the event that the Executive incurs a Total Disability, the Executive shall be entitled to an annual disability benefit equal to 75% of his Base Salary, payable in accordance with the Company’s normal payroll practices, provided that all payments under this provision shall be reduced dollar-for-dollar by Social Security disability benefits and any other long-term disability benefits the Executive is entitled to under any other Company-sponsored or Company funded long-term disability plan or arrangements and shall cease as of the earliest of the Executive’s cessation of Total Disability, death or attainment of his Normal Retirement Date.
c.Retirement. The Executive’s voluntary termination of employment at a time when he is eligible to begin receiving retirement benefits under the Crown Cork & Seal Company, Inc. Pension Plan (the “Pension Plan”) shall be treated as a retirement termination under this Agreement. Unless Section 5.7 is applicable, upon such termination, the Company shall have no further obligations under this Agreement, except to pay to the Executive (a) any Base Salary earned through the date of the Executive’s retirement, to the extent theretofore unpaid, (b) a pro-rated Incentive Bonus Payment equal to the product of (i) the actual Incentive Bonus Payment for the year of termination multiplied by (ii) a fraction, the numerator of which is the number of completed days in the year of termination during which the Executive was employed by the Company and the denominator of which is 365, and provided that such amount will be paid in the normal course and shall only be paid if the Executive would have become entitled to such amount if he had not terminated his employment, and (c) such retirement, incentive and other benefits earned and vested (if applicable) by the Executive as of the date of his retirement under any employee benefit plan of the Company in which the Executive participates, including without limitation all vested benefits due under the Restoration Plan and other retirement plans, all of the foregoing to be paid in the normal course for such payments and in accordance with the terms of such plans.
d.Voluntary Termination. At any time during the Term, upon 30 days’ written notice to the Company, the Executive may voluntarily terminate his employment with the Company. Unless Section 5.7 is applicable, upon such termination the Company shall have no further obligations under this Agreement except to pay to the Executive (a) any Base Salary earned to the date of the Executive’s termination of employment, to the extent theretofore unpaid, and (b) such retirement and other benefits earned by the Executive and vested (if applicable) as of the date of his termination under the terms of any employee benefit plan of the Company in which the Executive participates, including without limitation all vested benefits due under the Restoration Plan and other retirement plans, all of the foregoing to be paid in the normal course for such payments and in accordance with the terms of such plans. In addition, at the discretion of the Board, the Company may pay to the Executive a pro-rated Incentive Bonus Payment equal to the product of (i) the actual Incentive Bonus Payment for the year of termination multiplied by (ii) a fraction, the numerator of which is the number of completed days in the year of termination during which the Executive was employed by the Company and the denominator of which is 365, and provided that such amount will be paid in the normal course and shall only be paid if the Executive would have become entitled to such amount if he had not terminated his employment; provided that Executive’s receipt of such pro-rated Incentive Bonus Payment shall be contingent on the Executive’s prior execution and non-revocation of a release of claims in favor of the Company and its affiliates in the form attached as Exhibit A (the “Release”).
e.Termination For Cause. The Board may terminate the Executive’s employment and the Company’s obligations under this Agreement at any time for Cause by giving written notice to the Executive. The Company’s required notice of
termination shall specify the event or circumstances that constitute Cause. Executive’s termination shall be effective as of the date of such notice. Upon termination of the Executive’s employment for Cause, the obligations of the Company under this Agreement shall terminate, except for the obligation to pay to the Executive (a) any Base Salary earned through the date of such termination, to the extent theretofore unpaid, and (b) such retirement and other benefits earned and vested (if applicable) by the Executive as of such termination under any employee benefit plan of the Company in which the Executive participates, all of the foregoing to be paid in the normal course for such payments and in accordance with the terms of such plans.
f.Involuntary Termination by the Company without Cause Prior to a Change in Control. The Company may terminate the Executive’s employment without Cause at any time during the Term, upon thirty (30) days’ written notice; provided that during such notice period, the Company, in its absolute discretion, may relieve the Executive of all his duties, responsibilities and authority with respect to the Company and restrict the Executive’s access to Company property. For purposes of this Section 5.6, the Company’s delivery of a Nonrenewal Notice to the Executive shall be treated as termination without Cause on the last day of the then current Term. If the Company so terminates the Executive’s employment without Cause at any time other than the 12-month period following a Change in Control, the Company’s obligations under this Agreement shall terminate except for the Company’s obligation to pay to the Executive the following: (a) any Base Salary earned through the date of the Executive’s termination of employment, to the extent theretofore unpaid, (b) a pro-rated Incentive Bonus Payment equal to the product of (i) the actual Incentive Bonus Payment for the year of termination multiplied by (ii) a fraction, the numerator of which is the number of completed days in the year of termination during which the Executive was employed by the Company and the denominator of which is 365, and provided that such amount will be paid in the normal course and shall only be paid if the Executive would have become entitled to such amount if he had not terminated his employment, (c) a lump-sum payment equal to the Executive’s Base Salary, payable within 60 days following the Executive’s termination of employment, provided, however that if the Executive is a “Specified Employee,” as that term is defined in Section 409A of the Code, any payments under this clause, if so required, shall be made on the date that is six months and one day after the date of the Executive’s termination hereunder and (d) such retirement and other benefits earned by the Executive and vested (if applicable) as of the date of his termination under the terms of any employee benefit plan of the Company in which the Executive participates, including without limitation all vested benefits due under the Restoration Plan and other retirement plans all of the foregoing to be paid in the normal course for such payments and in accordance with the terms of such plans. In no event shall the payment in clause (c) be included for purposes of the Restoration Plan or the Pension Plan. Notwithstanding anything herein to the contrary, the payments described in clauses (b) and (c) shall be contingent on the Executive’s prior execution and non-revocation of the Release within 60 days following his termination date and shall be paid as specified above or such later date as may be required to comply with Section 409A of the Code.
g.Involuntary Termination by the Company or by the Executive for Good Reason Following a Change in Control. If the Company terminates the Executive’s employment without Cause during the 12-month period following a Change in Control, or the Executive voluntarily terminates his employment for Good Reason during the 12-month period following a Change in Control, the Company’s obligations under this Agreement shall terminate except for the Company’s obligation to pay to the Executive the following: (a) any Base Salary earned through the date of the Executive’s termination of employment, to the extent theretofore unpaid, (b) a lump-sum payment equal to three times the sum of the Executive’s Base Salary and average Incentive Bonus Payment paid or payable to the Executive for the three completed years prior to the year of such termination, payable within 60 days following the Executive’s termination of employment, provided, however, that if the Executive is a Specified Employee, such payment if so required, shall be made on the date that is six months and one day after the date of the Executive’s termination hereunder, (c) such retirement and other benefits earned by the Executive and vested (if applicable) as of the date of his termination under the terms of any employee benefit plan of the Company in which the Executive participates, including without limitation all vested benefits due under the Restoration Plan and other retirement plans, all of the foregoing to be paid in the normal course for such payments and in accordance with the terms of such plans, and (d) all outstanding stock options and restricted stock held by the Executive shall become immediately vested and such stock options shall become exercisable and shall remain exercisable for a period of 30 days or such longer period as provided under the terms of such option. In no event shall the payment in clause (b) be included for purposes of the Restoration Plan or the Pension Plan. Notwithstanding anything herein to the contrary, the payment described in clause (b) and vesting described in clause (d) shall be contingent on the Executive’s prior execution and non-revocation of the Release within 60 days following his termination date and shall be paid as specified above or such later date as may be required to comply with Section 409A of the Code.
h.Mitigation. The Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise, nor shall any profits, income or earnings or other benefits from any source whatsoever create any mitigation, offset, reduction or any other obligation on the part of Executive hereunder.
i.Excise Taxes. If any payment or benefit, or the acceleration of any payment or benefit, the Executive would receive from the Company under this Agreement or otherwise in connection with a Change in Control (collectively, the “Payments”) would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then either (a) such Payments will be reduced or delayed by the minimum amount necessary such that no portion of the Payments is subject to the Excise Tax, or (b) the full amount of the Payments shall be made, whichever, after taking into account all applicable taxes, including the Excise Tax, results in the Executive’s receipt, on an after-tax basis, of the greater amount. If a reduction or delay in the Payments is necessary, such reduction or delay will occur in the
following order: (1) cancellation of accelerated vesting of stock and option awards (reduced from the highest value to the lowest value under Section 280G of the Code) with the understanding that such awards may be replaced with the right to an equivalent cash payment at such future time because of the delisting of the underlying stock; (2) reduction or delay of cash payments (reduced from the latest payment to the earliest payment); and (3) reduction of other benefits payable to the Executive (reduced from the highest value to the lowest value under Section 280G of the Code). The Company will select a reputable third party professional firm to make all determinations required to be made under this provision. The Company will bear all reasonable expenses with respect to the determinations by such firm required to be made hereunder. For the avoidance of doubt, neither the Company nor any of its affiliates shall have any obligation to indemnify, gross-up or otherwise pay or reimburse the Executive for any Excise Tax assessed on any payment or benefit made or provided, or required to be made or provided, to the Executive by the Company under this Agreement or otherwise.
j.Resignation. Upon the termination of the Executive’s employment for whatever reason, the Executive shall be deemed to have automatically resigned without claims for compensation as a director of Crown Singapore and from any position he holds with the Company.
6.Confidential Information. Except as required in the performance of his duties to the Company under this Agreement, the Executive shall not, during or after the Term of this Agreement, use for himself or others, or disclose to others, any confidential information including without limitation, trade secrets, data, know-how, design, developmental or experimental work, Company relationships, computer programs, proprietary information bases and systems, data bases, customer lists, business plans, financial information of or about the Company or any of its affiliates, customers or clients, unless authorized in writing to do so by the Board or Crown’s Chief Executive Officer, but excluding any information generally available to the public or information (except information related to the Company) which Executive possessed prior to his employment with the Company. The Executive understands that this undertaking applies to the information of either a technical or commercial or other nature and that any information not made available to the general public is to be considered confidential. The Executive acknowledges that such confidential information as is acquired and used by the Company or its affiliates is a special, valuable and unique asset. All records, files, materials and confidential information obtained by Executive in the course of his employment with the Company are confidential and proprietary and shall remain the exclusive property of the Company or its affiliates, as the case may be. Notwithstanding the foregoing, (i) nothing in this Section or Agreement shall prohibit the Executive from reporting possible violations of federal law or regulation to any governmental agency or entity or self-regulatory organization or making disclosures that are protected under the whistleblower provisions of applicable law or regulation (and the Executive shall not be required to obtain the written consent of the Company prior to making any such reports or disclosures); and (ii) in accordance with the Defend Trade Secrets Act of 2016, (A) the Executive shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (a) is made (I) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (II) solely for the
purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal, and (B) if the Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, the Executive may disclose a trade secret to his attorney and use the trade secret information in the court proceeding, if the Executive files any document containing the trade secret under seal and does not disclose the trade secret except pursuant to court order.
7.Return of Documents and Property. Upon the termination of Executive’s employment from the Company, or at any time upon the request of the Company, Executive (or his heirs or personal representative) shall deliver to the Company (a) all documents and materials containing confidential information relating to the business or affairs of the Company or any of its affiliates, customers or clients and (b) all other documents, materials and other property belonging to the Company or its affiliates, customers or clients that are in the possession or under the control of Executive.
8.Noncompetition. By and in consideration of the salary and benefits to be provided by the Company hereunder, including the severance arrangements set forth herein, and further in consideration of the Executive’s exposure to the proprietary information of the Company, the Executive agrees, unless the Executive requests in writing to the Board, and is thereafter authorized in writing to do so by the Board, that (a) during his employment under this Agreement, and (b)(i) for the one year period following the termination of employment prior to a Change in Control or (ii) the two year period following the termination of employment following a Change in Control, the Executive shall not directly or indirectly, own, manage, operate, join, control or participate in the ownership, management, operation or control of, or be employed or otherwise connected in any manner with, including without limitation as a consultant, any business which at any relevant time during said period directly or indirectly competes with the Company or any of its affiliates in any country in which the Company does business. Notwithstanding the foregoing, the Executive shall not be prohibited during the non-competition period described above from being a passive investor where he owns not more than five percent of the issued and outstanding capital stock of any publicly-held company. The Executive further agrees that during said period, the Executive shall not, directly or indirectly, solicit or induce, or attempt to solicit or induce, any employee of the Company to terminate employment with the Company or hire any employee of the Company.
9.Nondisparagement. The Executive shall not, whether in writing or orally, in any forum, malign, denigrate or disparage the Company, its affiliates or any of their respective predecessors or successors, or any of the current or former directors, officers, employees, shareholders, partners, members, agents or representatives of any of the foregoing, with respect to any of their respective past or present activities, or otherwise publish (whether in writing or orally) in any forum statements that tend to portray any of the aforementioned parties in an unfavorable light. Disclosure of information that the Executive is required to disclose pursuant to any applicable law, court order, subpoena, compulsory process of law or governmental decree shall not constitute a violation or breach of this Section; provided that the Executive delivers written notice of such required disclosure to the Company or its designee promptly before making such
disclosure if such notice is not prohibited by applicable law, court order, subpoena, compulsory process of law or governmental decree.
10.Enforcement. The Executive acknowledges that (i) the Executive’s work for the Company has given and will continue to give him access to the confidential affairs and proprietary information of the Company; (ii) the covenants and agreements of the Executive contained in Sections 6, 7, 8 and 9 are essential to the business and goodwill of the Company; and (iii) Crown would not have entered into this Agreement but for the covenants and agreements set forth in Sections 6, 7, 8 and 9. The Executive further acknowledges that in the event of his breach or threat of breach of Sections 6, 7, 8 or 9 of this Agreement, the Company, in addition to any other legal remedies which may be available to it, shall be entitled to appropriate injunctive relief and/or specific performance in order to enforce or prevent any violations of such provisions, and the Executive and the Company hereby confer jurisdiction to enforce such provisions upon the courts of any jurisdiction within the geographical scope of such provisions.
11.Notices. All notices and other communications provided for herein that one party intends to give to the other party shall be in writing and shall be considered given when mailed or couriered, return receipt requested, or personally delivered, either to the party or at the addresses set forth below (or to such other address as a party shall designate by notice hereunder):
If to the Company:
Crown Holdings, Inc.
770 Township Line Road
Yardley, PA 19067
Attention: Chief Executive Officer
If to the Executive, notice shall be sent to the Executive’s address on file with the Company.
12.Amendments. This Agreement may be amended, modified or superseded only by a written instrument executed by both of the parties hereto.
13.Binding Effect. This Agreement shall inure to the benefit of and shall be binding upon the Company and the Executive and their respective heirs, executors, personal representatives, successors and permitted assigns.
14.Assignability. This Agreement shall not be assignable, in whole or in part, by either party, without the prior written consent of the other party, provided that (i) this Agreement shall be binding upon and shall be assigned by Crown to any person, firm or corporation with which Crown may be merged or consolidated or which may acquire all or substantially all of the assets of Crown, or its successor (“Crown’s Successor”), (ii) Crown shall require Crown’s Successor to expressly assume in writing all of Crown’s obligations under this Agreement and (iii) Crown’s Successor shall be deemed substituted for Crown for all purposes of this Agreement.
15.Arbitration. Except as provided in Section 10 of this Agreement, any controversy or claim arising out of or relating to this Agreement or the breach thereof shall be settled by
arbitration in Philadelphia, Pennsylvania in accordance with the rules of the American Arbitration Association, and judgment upon any award so rendered may be entered in any court having jurisdiction thereof. The determination of the arbitrator(s) shall be conclusive and binding on the Company and the Executive, and judgment may be entered on the arbitrator(s)’ award in any court having jurisdiction.
16.Governing Law. Except to the extent such laws are superseded by Federal laws, this Agreement shall be governed by the laws of the Commonwealth of Pennsylvania without reference to principles of conflict of laws.
17.Entire Agreement. This Agreement contains the entire Agreement between the parties relative to its subject matter, superseding all prior agreements or understandings of the parties relating thereto including the Severance Letter. In the event of any conflict between this Agreement and the terms of any benefit plan or any other agreement, the terms of this Agreement will control.
18.Waiver. Any term or provision of this Agreement may be waived in writing at any time by the party entitled to the benefit thereof. The failure of either party at any time to require performance of any provision of this Agreement shall not affect such party’s right at a later time to enforce such provision. No consent or waiver by either party to any default or to any breach of a condition or term in this Agreement shall be deemed or construed to be a consent or waiver to any other breach or default.
19.Withholding of Taxes. All payments made by the Company to the Executive under this Agreement shall be subject to the withholding of such amounts, if any, relating to tax, and other payroll deductions as the Company may reasonably determine it should withhold pursuant to any applicable law or regulation.
20.Survival. Anything contained in this Agreement to the contrary notwithstanding, the provisions of Sections 6, 7, 8, 9, 13, 14, 15, 16 and 17, (and the other provisions of this Agreement to the extent necessary to effectuate the survival of Sections 6, 7, 8, 9, 13, 14, 15, 16 and 17), shall survive termination of this Agreement and any termination of the Executive’s employment hereunder.
21.Invalidity of Portion of Agreement. If any provision of this Agreement or the application thereof to either party shall be invalid or unenforceable to any extent, the remainder of this Agreement shall not be affected thereby and shall be enforceable to the fullest extent of the law. If any clause or provision hereof is determined by any court of competent jurisdiction to be unenforceable because of its scope or duration, the parties expressly agree that such court shall have the power to reduce the duration and/or restrict the scope of such clause or provision to the extent necessary to permit enforcement of such clause or provision in reduced or restricted form.
22.Compliance with Code Section 409A. This Agreement is intended to comply with Code Section 409A (to the extent applicable) and the parties hereto agree to interpret, apply and administer this Agreement in the least restrictive manner necessary to comply therewith and without resulting in any increase in the amounts owed hereunder by the Company. If the Executive’s termination of employment hereunder does not constitute a “separation
from service” within the meaning of Code Section 409A, then any amounts payable hereunder on account of a termination of the Executive’s employment and which are subject to Code Section 409A shall not be paid until the Executive has experienced a “separation from service” within the meaning of Code Section 409A. In addition, no reimbursement or in-kind benefit shall be subject to liquidation or exchange for another benefit and the amount available for reimbursement, or in-kind benefits provided, during any calendar year shall not affect the amount available for reimbursement, or in-kind benefits to be provided, in a subsequent calendar year. Any reimbursement to which the Executive is entitled hereunder shall be made no later than the last day of the calendar year following the calendar year in which such expenses were incurred. For purposes of the application of Code Section 409A, each payment in a series of payments will be deemed a separate payment.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first written above.
Crown Holdings, Inc.
/s/Timothy J. Donahue
President and Chief Executive Officer
Executive
/s/Carlos Baila
Exhibit A
GENERAL RELEASE
NOTICE
This is a very important document and you should thoroughly review and understand the terms and effect of this document before signing it. By signing this General Release you will be releasing the Company from all liability to you. Therefore, you should consult with an attorney before signing the General Release. You have 60 days to consider this document. If you have not returned a signed copy of the General Release by that time, we will assume that you have elected not to sign the General Release. If you choose to sign the General Release, you will have an additional 7 days following the date of your signature to revoke the General Release by providing written notice to the Company to be received during such 7-day revocation period and the General Release shall not become effective or enforceable until the revocation period has expired without revocation.
RELEASE
In consideration of pay and benefits provided to me by Crown Holdings, Inc. as set forth in my Employment Agreement, dated ____________, 2023, and other good and valuable consideration to which I would not otherwise be entitled, I, Carlos Baila, on behalf of myself, my heirs, assigns, executors, agents and representatives, hereby release and discharge Crown Holdings, Inc. and its affiliates, parents, subsidiaries, successors, and predecessors, and all of their respective shareholders, employees, agents, officers and directors (hereinafter collectively referred to as the “Company”) from any and all claims, demands, charges, complaints and/or causes of action, known or unknown, which I may have or could claim to have against the Company arising at any time up to and including the date of my signing of this General Release. This General Release includes, but is not limited to, all claims arising from or during my employment or as a result of the termination of my employment and all claims arising under federal, state or local laws prohibiting employment discrimination based upon age, race, sex, religion, disability, handicap, national origin or any other protected characteristic, including, but not limited to any and all claims arising under the Age Discrimination in Employment Act, as amended, Title VII of the Civil Rights Act, as amended, the Americans with Disabilities Act, and all similar state or local laws, and/or any claims arising out of any legal restrictions, expressed or implied, on the Company’s right to control or terminate the employment of its employees. Notwithstanding the foregoing, this General Release does not apply to claims for (i) amounts payable to me under Section 5 of my Employment Agreement or (ii) payments due to me under any outstanding stock option, restricted stock or other equity award agreement between me and the Company.
I further agree that I will not file (or join, or accept any relief in) a lawsuit against the Company pleading or asserting any claims released in this General Release. If I breach this promise, and the action is found to be barred in whole or in part by this General Release, I agree to pay the attorneys’ fees and costs, or the proportions thereof, incurred by the Company in defending against those claims that are found to be barred by this General Release. Nothing in this paragraph precludes me from challenging the validity of this General Release under the
requirements of the Age Discrimination in Employment Act, and I shall not be responsible for reimbursing the attorneys’ fees and costs of the Company in connection with such a challenge to the validity of the release. However, I acknowledge that this General Release applies to all claims I have under the Age Discrimination in Employment Act, and that, unless this General Release is held to be invalid, all of my claims under that Act shall be extinguished. I further acknowledge and agree that nothing in this General Release precludes or prevents me from filing a charge with the U.S. Equal Employment Opportunity Commission or other government agency. I agree that I will not seek or accept any relief obtained on my behalf by any government agency, private party, class, or otherwise with respect to any claims released in this General Release, provided that this General Release does not limit my right to receive an award for information provided to any government agency.
I further acknowledge and agree that nothing in this General Release, or the confidentiality and non-disparagement provisions of the employment agreement prohibit me or the Company or any person or entity from (i) reporting possible violation of federal law or regulation to any governmental agency or entity or self-regulatory organization or making disclosures that are protected under the whistleblower provisions of federal law or regulation, or (ii) supplying truthful information to any governmental authority or in response to any lawful subpoena or other legal process.
Further, nothing in this General Release shall preclude or prevent me from filing a charge with, providing information to, communicating with or cooperating with any governmental agency, including but not limited to the U.S. Equal Employment Opportunity Commission. I agree that I will not seek or accept any relief obtained on my behalf by any governmental agency, private party, class, or otherwise with respect to any claims released in this General Release provided that this General Release does not limit my right to receive an award for information provided to any governmental agency.
By signing below, I acknowledge that I have carefully read and fully understand the provisions of this General Release. I further acknowledge that I am signing this General Release knowingly and voluntarily and without duress, coercion or undue influence. This General Release constitutes the total and complete understanding between me and the Company relating to the subject matter covered by this General Release, and all other prior or contemporaneous written or oral agreements or representations, if any, relating to the subject matter covered by this General Release are null and void. Neither the Company nor its agents, representatives or attorneys have made any representations to me concerning the terms or effects of this General Release other than those contained herein. It is also expressly understood and agreed that the terms of this General Release may not be altered except in a writing signed by both me and the Company.
I agree and acknowledge that I have carefully read and understand this General Release, including the Section labeled “Notice” on the top of the first page; that I understand, in particular that I am agreeing to release all legal claims against the Company; that I sign this General Release knowingly and voluntarily; that I have been advised to consult with an attorney before signing it; and that this General Release shall not be subject to claims of fraud, duress and/or mistake.
INTENDING TO BE LEGALLY BOUND, I hereby set my hand below:
SIGNED BY:
_______________________ ___________________
Carlos Baila Date
WITNESSED BY:
_______________________ ___________________
Witness signature Date
CROWN HOLDINGS, INC.
DEFERRED COMPENSATION PLAN FOR DIRECTORS
(As Amended and Restated Effective Februray 23, 2023)
This is the Crown Holdings, Inc. Deferred Compensation Plan for Directors, as amended and restated effective February 23, 2023.
ARTICLE I.
DEFINITIONS
The following words and phrases as used herein have the following meanings unless a different meaning is plainly required by the context:
1.1 “Account” means the separate bookkeeping account established under the Plan for each Participant, as described in Section 4.1.
1.2 “Administrator” means the Compensation Committee of the Board, or the person or committee appointed by the Compensation Committee, which shall be responsible for those functions assigned to the Administrator under the Plan.
1.3 “Beneficiary” means the person, persons or trust designated by a Participant as direct or contingent beneficiary in the manner prescribed by the Administrator. The Beneficiary of a Participant who has not effectively designated a Beneficiary shall be the Participant’s estate.
1.4 “Board” means the Board of Directors of the Company.
1.5 “Change of Control” means:
1.5.1 A “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, becomes the “beneficial owner” (as defined in Rule 13D-3 under the Exchange Act)), directly or indirectly, of securities of the Company representing 35% or more of the combined voting power of the Company’s then outstanding securities; or
1.5.2 During any 12 month period, individuals who at the beginning of such period constitute the Board and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in Section 1.5.1, Section 1.5.3 or Section 1.5.4 hereof) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of a majority of the directors then still in office who either were directors at the
beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; or
1.5.3 A merger or consolidation of the Company with any other corporation, other than a merger or consolidation that would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least 70% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; or
1.5.4 A complete liquidation of the Company or sale or disposition by the Company of all or substantially all of the Company’s assets.
1.6 “Code” means the Internal Revenue Code of 1986, as amended.
1.7 “Company” means Crown Holdings, Inc.
1.8 “Director” means a member of the Board.
1.9 “Directors’ Fees” means the cash fees paid to a Director for his or her service on the Board or any committee thereof.
1.10 “Participant” means a Director who elects to participate in the Plan in accordance with the terms and conditions of the Plan.
1.11 “Plan” means the Crown Holdings, Inc. Deferred Compensation Plan for Directors.
1.12 “Plan Year” means the calendar year.
1.13 “Unforeseeable Emergency” means a severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant’s spouse, beneficiary or “dependent” (as defined in Code Section 152, without regard to Code Section 152(b)(1), (b)(2) and (d)(1)(B)); loss of the Participant’s property due or casualty; or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant.
ARTICLE II.
PARTICIPATION
2.1 Eligibility. Each non-employee Director who is entitled to Directors’ Fees is eligible to elect to participate in the Plan.
2.2 Participation. A Director who meets the eligibility requirements of Section 2.1 may elect to participate in the Plan by delivering to the Administrator a properly executed deferral election in the form provided by the Administrator.
ARTICLE III.
DEFERRAL OF DIRECTORS’ FEES
3.1 Deferral Election. A Director who elects to become a Participant may elect to defer receipt of all, or any part, of his or her Directors’ Fees for any Plan Year by delivering a properly executed deferral election form to the Administrator on or before December 31 of the preceding Plan Year, which form shall specify the amount or percentage of Directors’ Fees to be deferred. An individual who is initially elected as a Director during a Plan Year may elect within 30 days of such election to make a deferral election in accordance with this Section 3.1, provided that such election shall be effective only as to Directors’ Fees earned subsequent to such deferral election. Except as otherwise provided, a deferral election is irrevocable once the Plan Year to which it applies has commenced.
3.2 Payment Election. Concurrently with the initial deferral election under Section 3.1, a Director who elects to be a Participant shall deliver a properly executed election form to the Administrator designating (i) the Beneficiary of his or her Account in the event of the Participant’s death; (ii) the time at which the Participant’s Account shall be distributed or begin to be distributed; and (iii) the form in which the Participant’s Account shall be distributed. The time and form of payment may be changed by a subsequent election (in accordance with procedures established by the Administrator) only if (i) the subsequent election will not take effect until at least 12 months after the date on which the subsequent election is made; (ii) the payment with respect to which the subsequent election is made is deferred for at least five years from the date such payment would otherwise have been paid (or commence); and (iii) the subsequent election is made at least 12 months before the date the payment was otherwise scheduled to be paid (or commence).
ARTICLE IV.
ACCOUNTING FOR DEFERRED DIRECTORS’ FEES
4.1 Establishment of an Account. The Administrator shall establish an Account for each Participant. Directors’ Fees that are deferred shall be credited to such Account as of the date such Directors’ Fees would otherwise have been paid to the Participant.
4.2 Earnings on the Account. As of the first day of each month, a Participant’s Account shall be credited with an amount equal to the product of: (i) one-twelfth of the prime interest rate as reported in the Wall Street Journal as of the first day of the preceding month and (ii) the Participant’s Account balance as of the last day of the preceding month.
ARTICLE V.
DISTRIBUTION OF A PARTICIPANT’S ACCOUNT
5.1 Distributions. Except as otherwise provided herein, a Participant’s Account shall be distributed only in accordance with Section 5.2, Section 5.3 or Section 5.4.
5.2 Normal Payment Date. Subject to Section 5.3 and Section 5.4, a Participant’s Account shall be distributed (or begin to be distributed) on the date, or upon the permissible payment event, specified in the Participant’s deferral election form.
5.3 Change of Control. Notwithstanding Section 5.2, a Participant shall receive a distribution of his or her Account as soon as administratively feasible following a Change of Control.
5.4 Participant’s Death. If a Participant dies while serving on the Board, the Participant’s Account shall be distributed to his or her Beneficiary as soon as administratively feasible following the Participant’s death.
5.5 Form of Distribution.
5.5.1 Pre-Change of Control Distribution of Account. In the event of a distribution pursuant to Section 5.2 or Section 5.4, a Participant’s Account shall be distributed in the following form, as designated by the Participant in accordance with Section 3.2:
5.5.1.1 a lump sum; or
5.5.1.2 in monthly installments over a period, not to exceed 10 years. During the installment period, a Participant’s Account shall continue to be credited with earnings in accordance with Section 4.2.
5.5.2 Distribution on Account of a Change of Control. Notwithstanding Section 5.5.1, in the event of a distribution pursuant to Section 5.3, a Participant’s Account will be distributed in a cash lump sum.
ARTICLE VI.
UNFORESEEABLE EMERGENCY
6.1 In General. Notwithstanding any other provision of the Plan, in the event of an Unforeseeable Emergency, a Participant may request, in accordance with procedures established by the Administrator, a cancellation of deferrals under this Plan or a distribution in accordance with this Article VI. The determination of whether a Participant has experienced an Unforeseeable Emergency will be in the Administrator’s sole and absolute discretion.
6.2 Cancellation of Deferrals. A Participant’s deferral election may be canceled by the Administrator in the event of an Unforeseeable Emergency. Any later deferral election shall be made in accordance with Section 3.1.
6.3 Permitted Distribution. The Administrator may permit a distribution due to an Unforeseeable Emergency in an amount limited to the amount reasonably necessary to satisfy such emergency and to pay any necessary taxes and penalties related to such distribution.
ARTICLE VII.
AMENDMENT AND TERMINATION
7.1 Amendment. The Board reserves the right to amend the Plan at any time, in any manner whatsoever, after delivery of written notification to all Directors of its intention and the effective date thereof; provided, however, that no such amendment shall operate to reduce the benefit that any Participant who is participating at the time such amendment is adopted would otherwise receive hereunder.
7.2 Termination of the Plan. Continuance of the Plan is completely voluntary, and is not assumed as a contractual obligation of the Company. The Company, having adopted the Plan, shall have the right, at any time, prospectively to discontinue the Plan by action of the Board; provided, however, that such termination shall not operate to reduce the benefit that any Participant who is participating at the time such amendment is adopted would otherwise receive hereunder. In the event of a Plan termination, Participants’ Accounts shall be paid in accordance with the Plan as in effect immediately prior to such termination, provided that the Company may accelerate payments to the extent permitted under Section 409A of the Code.
ARTICLE VIII.
MISCELLANEOUS
8.1 409A Compliance. The Plan and all benefits payable hereunder are intended to comply with Code Section 409A and the regulations and guidance promulgated thereunder (“Section 409A”). Accordingly, to the maximum extent permitted, the Plan shall be administered, interpreted and construed in a manner consistent with Section 409A. Notwithstanding anything contained in the Plan to the contrary, a Participant shall not be considered to have terminated service with the Company until such Participant would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A. Each amount or installment payable under the Plan shall be considered a separate and distinct payment for purposes of Section 409A. Notwithstanding anything contained herein to the contrary, to the extent required to avoid tax penalties under Section 409A, amounts that would otherwise be payable during the six (6) month period immediately following the Participant’s separation from service shall instead be paid on the first business day after the date that is six (6) months following the Participant’s separation from service (or, if earlier, the Participant’s date of death). The Company makes no representations that any or all payments under the Plan will be exempt or comply with
Section 409A and shall have no liability to any Participant or any other person if such payments are not so exempt or compliant.
8.2 Participant’s Rights Unsecured. The right of any Participant or Beneficiary to receive future payments under the provisions of the Plan shall be an unsecured claim against the general assets of the Company. Any fund, account, trust, contract or arrangement the Company chooses to establish for the future payment of benefits under the Plan shall remain part of the Company’s general assets and no person claiming payments under the Plan shall have any right, title or interest in or to any such fund, account, trust, contract or arrangement.
8.3 Administration. The Plan shall be administered by the Administrator, who shall have the authority to adopt rules and regulations for carrying out the Plan, and who shall interpret, construe and implement the provisions of the Plan.
8.4 Non-alienation. The right of any Participant to the payment of any benefit hereunder shall not be assigned, transferred, pledged or encumbered.
8.5 Incapacity. If the Administrator shall determine that a Participant or Beneficiary to whom any payment is due under the Plan is unable to care for his or her affairs because of illness or incapacity, any payment due (unless a prior claim therefor shall have been made by a duly appointed guardian, committee or other legal representative) may be paid to the spouse of the Participant or Beneficiary, to his or her child, parent, brother or sister, or to any other person deemed by the Administrator to have incurred expenses for such person otherwise entitled to payment, in such manner and proportions as the Administrator may determine. Any such payment shall be a complete discharge of the liabilities of the Company under the Plan.
8.6 Succession. The Plan shall be binding upon and inure to the benefit of the Company, its successors and assigns, and the Participants and their heirs, executors, administrators, and legal representatives.
8.7 Governing Law. The Plan shall be construed in accordance with and governed by the laws of the Commonwealth of Pennsylvania, except to the extent superseded by federal law.
Crown Holdings, Inc.
Exhibit 21 - Subsidiaries of Registrant
| | | | | |
NAME | STATE OR COUNTRY OF INCORPORATION OR ORGANIZATION |
Crown Cork & Seal Company, Inc. | Pennsylvania |
CROWN Americas LLC | Pennsylvania |
Crown Consultants, Inc. | Pennsylvania |
Crown Financial Corporation | Pennsylvania |
Crown Americas Capital Corp. | Delaware |
Crown Americas Capital Corp. II | Delaware |
Crown Americas Capital Corp. III | Delaware |
Crown Americas Capital Corp. IV | Delaware |
Crown Americas Capital Corp. V | Delaware |
Crown Americas Capital Corp. VI | Delaware |
Crown Beverage Holdings, Inc. | Delaware |
CROWN Beverage Packaging, LLC | Delaware |
CROWN Beverage Packaging Puerto Rico, Inc. | Delaware |
Crown Cork & Seal Company (DE), LLC | Delaware |
Crown Cork and Seal Receivables II LLC | Delaware |
CROWN Cork & Seal USA, Inc. | Delaware |
Crown International Holdings, Inc. | Delaware |
CROWN Packaging Holdings LLC | Delaware |
CROWN Packaging Technology, Inc. | Delaware |
Crown Receivables III LLC | Delaware |
Foreign Manufacturers Finance Corporation | Delaware |
Signode Industrial Group Holdings US Inc | Delaware |
Signode Industrial Group LLC | Delaware |
Signode Industrial Group US Inc | Delaware |
Signode International Holdings LLC | Delaware |
Signode International Investment LLC | Delaware |
Signode International IP Holdings LLC | Delaware |
Signode Pickling Holding LLC | Delaware |
Signode US IP Holdings LLC | Delaware |
TopFrame LLC | Delaware |
Kiwiplan Inc.Simplimatic Engineering Holdings, LLC | Ohio |
Simplimatic Automation LLC | Ohio |
SE International Holdings LLC | Ohio |
SE International Holdings II LLC | Ohio |
Crownway Insurance Company | Vermont |
SEH Real Estate Holdings LLC | Virginia |
Signode Australia Pty Ltd | Australia |
CROWN Packaging (Barbados) Limited | Barbados |
CROWN Commercial Belgium BVBA | Belgium |
CROWN Verpakking België NV | Belgium |
Shippers Europe Srl | Belgium |
Signode Belgium Srl | Belgium |
Signode BV | Belgium |
CROWN Hanoi Investment Company Limited | Bermuda |
Crown Brasil Holdings Ltda. | Brazil |
| | | | | |
NAME | STATE OR COUNTRY OF INCORPORATION OR ORGANIZATION |
Signode Belgium Srl | Belgium |
CROWN Hanoi Investment Company Limited | Bermuda |
Crown Brasil Holdings Ltda. | Brazil |
CROWN Embalagens Métalicas da Amazonia S.A. | Brazil |
Signode Brasil Ltda | Brazil |
Signode Bulgaria EOOD | Bulgaria |
CROWN Beverage Cans (Cambodia) Limited | Cambodia |
CROWN Beverage Cans Sihanoukville Limited | Cambodia |
CROWN Khmer Beverage Cans Limited | Cambodia |
CROWN Metal Packaging Canada Inc. | Canada |
CROWN Metal Packaging Canada LP | Canada |
Signode Canada ULC | Canada |
CMB Machinery and Technology (Shanghai) Co Ltd | China |
CROWN Beverage Cans Hangzhou Limited | China |
CROWN Beverage Cans Heshan Limited | China |
CROWN Beverage Cans Huizhou Limited | China |
CROWN Beverage Cans Putian Limited | China |
CROWN Beverage Cans Ziyang Limited | China |
CROWN Heshan Trading Company Limited | China |
Foshan Continental Can Co. Limited | China |
Foshan Crown Easy-Opening End Co. Limited | China |
Signode Packaging (Qingdao) Co., Ltd. | China |
Signode Packaging (Shanghai) Co., Ltd. | China |
Crown Colombiana, S.A. | Colombia |
Signode Colombia S.A.S. | Colombia |
Signode Denmark ApS | Denmark |
Signode Finland Oy | Finland |
Butimove | France |
CROWN Bevcan France SAS | France |
CROWN Commercial France SAS | France |
Crown Developpement | France |
Crown European Holdings | France |
Crown Europe SAS | France |
Crown Packaging European Division Services SAS | France |
Signode France SAS | France |
Société Civile Immobilière des Baquets | France |
Societe Civile Immobiliere Rousseau-Ivry | France |
Société de Participations CarnaudMetalbox | France |
SPG France Holdings SAS | France |
Crown Cork & Seal Deutschland Holdings GmbH | Germany |
Kiwiplan GmbH | Germany |
Mezger Heftsysteme GmbH | Germany |
Signode Germany GmbH | Germany |
Signode System GmbH | Germany |
SMP Schwede Maschinenbau Weischlitz GmbH | Germany |
| | | | | |
NAME | STATE OR COUNTRY OF INCORPORATION OR ORGANIZATION |
SPG Germany Service Management GmbH | Germany |
Signode Packaging Systems GmbH | Germany |
Crown Hellas Can Packaging SA | Greece |
CROWN Beverage Cans Hong Kong Limited | Hong Kong |
CROWN China Holdings (Hong Kong) Limited | Hong Kong |
CROWN Packaging Investment (H.K.) Limited | Hong Kong |
Signode Hong Kong Limited | Hong Kong |
Crown Bevcan Services Hungary Kft | Hungary |
Signode India Limited | India |
Stopak India Pvt. Ltd | India |
PT CROWN Beverage Cans Indonesia | Indonesia |
PT CROWN Indonesia Trading | Indonesia |
Crown Packaging Distribution Ireland Limited | Ireland |
Signode Packaging Ireland Limited | Ireland |
Crown Commercial Italy Srl | Italy |
Crown Holdings Italia Srl | Italy |
CROWN Italy Finance srl | Italy |
Crown Packaging Manufacturing Italy Srl | Italy |
Strapex Srl | Italy |
CROWN Packaging Jamaica Limited | Jamaica |
Signode Japan K.K. | Japan |
CROWN Middle East Can Co. Ltd. | Jordan |
Crown Bevcan Kazakhstan | Kazakhstan |
Signode Kenya Limited | Kenya |
Crown Luxembourg Holdings | Luxembourg |
Crown Packaging Lux II S.à.r.l. | Luxembourg |
Crown Packaging Lux III S.à.r.l. | Luxembourg |
Signode Industrial Group Lux S.A. | Luxembourg |
Signode Luxembourg S.a.r.l. | Luxembourg |
SPG Industrial Packaging S.a.r.l | Luxembourg |
CROWN Beverage Cans Malaysia Sdn Bhd | Malaysia |
Signode Malaysia Sdn. Bhd. | Malaysia |
Cierres Hermeticos, S.A. DE C.V. | Mexico |
CROWN Envases Mexico, S.A. de C.V. | Mexico |
CROWN Famosa, S.A. de C.V. | Mexico |
Crown Mexican Holdings, S. de R.L. de C.V. | Mexico |
Fabricas Monterrey, S.A. de C.V. | Mexico |
Glass & Silice, S.A. DE C.V. | Mexico |
Prolatamex, S.A. DE C.V. | Mexico |
Signode Mexico,Signode Mexico, S. R.L. de C.V. | Mexico |
Silice Del Istmo, S.A. DE C.V. | Mexico |
Silices De Veracruz, S.A. DE C. V. | Mexico |
Vichisa, S.A. de C.V. | MexicoSimplimatic Automation De Mexico S. de R.L de C.V. | Mexico |
Vichisa, S.A. de C.V. | Mexico |
CROWN Beverage Cans Myanmar Limited | Myanmar |
Crown International Holdings B.V. | Netherlands |
Signode Netherlands B.V. | Netherlands |
SPG Packaging Netherlands B.V. | Netherlands |
Signode New Zealand | New Zealand |
Signode Norway AS | Norway |
| | | | | |
NAME | STATE OR COUNTRY OF INCORPORATION OR ORGANIZATION |
CROWN Beverage Cans Myanmar Limited | Myanmar |
Crown International Holdings B.V. | Netherlands |
CROWN Verpakking Nederland B.V. | Netherlands |
Signode Netherlands B.V. | Netherlands |
SPG Packaging Netherlands B.V. | Netherlands |
Kiwiplan Packaging Systems NZ | New Zealand |
Signode New Zealand | New Zealand |
Signode Norway AS | Norway |
Crown Packaging Manufacturing Poland Sp. z.o.o. | Poland |
Signode Poland sp. Z.o.o. | Poland |
Signode Portugal LDA | Portugal |
CROWN Arabia Can Company Ltd | Saudi Arabia |
CROWN Asia Pacific Holdings Pte. Ltd. | Singapore |
CROWN Beverage Cans Singapore Pte. Ltd. | Singapore |
CROWN Speciality Packaging Investment Pte. Ltd. | Singapore |
CROWN Packaging Investment Pte. Ltd. | Singapore |
Signode Singapore Pte Ltd. | Singapore |
Superior Investments Holdings Pte. Ltd. | Singapore |
Superior Multi-Packaging Limited | Singapore |
CROWN Bevcan Slovakia s.r.o. | Slovakia |
CROWN Commercial Slovakia s.r.o. | Slovakia |
Signode Slovakia s.r.o. | Slovakia |
Signode Korea Inc. | South Korea |
CROWN Bevcan Espana S.L. | Spain |
Crown Commercial de Envases S.L. | Spain |
Crown Holdings Spain, S.L. | Spain |
Crown Packaging Manufacturing Spain S.L. | Spain |
Signode Packaging Spain SL | Spain |
Josef Kihlberg AB | Sweden |
Signode Industrial Group Sweden AB | Sweden |
Signode Sweden AB | Sweden |
Signode Sweden Holdings AB | Sweden |
Crown Packaging European Division GmbH | Switzerland |
Crown Packaging European Holdings GmbH | Switzerland |
Signode Switzerland GmbH | Switzerland |
Caretex Asia Ltd. | Thailand |
CROWN AP (Thailand) Company Limited | Thailand |
CROWN Bevcan and Closures (Thailand) Company Limited | Thailand |
CROWN Foodcan (Hat Yai) Company Limited | Thailand |
CROWN Foodcan (Nakhon Pathom) Company Limited | Thailand |
CROWN Food Packaging (Thailand) Public Company Limited | Thailand |
CROWN TCP Beverage Cans Company Limited | Thailand |
Pet Containers (Thailand) Limited | Thailand |
| | | | | |
NAME | STATE OR COUNTRY OF INCORPORATION OR ORGANIZATION |
Signode Systems (Thailand) Ltd. | Thailand |
CROWN Packaging Trinidad Limited | Trinidad |
CROWN Maghreb Can | Tunisia |
CROWN Bevcan Türkiye Ambalaj Sanayi Ve Ticaret Limited Sirketi | Turkey |
Form Koruyucu Ambalaj Sanayi Ve Ticaret Limited Sirketi | Turkey |
CROWN Emirates Company Limited | United Arab Emirates |
| | | | | |
NAME | STATE OR COUNTRY OF INCORPORATION OR ORGANIZATION |
CarnaudMetalbox Engineering Limited | United Kingdom |
CarnaudMetalbox Group UK Ltd. | United Kingdom |
CarnaudMetalbox Overseas Ltd. | United Kingdom |
Crown Packaging Commercial UK Limited | United Kingdom |
Crown Packaging Distribution UK Limited | United Kingdom |
Crown Packaging Manufacturing UK Limited | United Kingdom |
CROWN Packaging UK Limited | United Kingdom |
Crown UK Holdings Limited | United Kingdom |
Mec-A-Tec Services Limited | United Kingdom |
Signode UK Ltd | United Kingdom |
CROWN Beverage Cans Danang Limited | Vietnam |
CROWN Beverage Cans (Dong Nai) Limited | Vietnam |
CROWN Beverage Cans Hanoi Limited | Vietnam |
CROWN Beverage Cans Saigon Limited | Vietnam |
CROWN Beverage Cans Vung Tau Company Limited | Vietnam |
(1)The list includes only consolidated subsidiaries which are directly owned or indirectly owned by the Registrant.
(2)In accordance with Regulation S-K, Item 601(b)(ii), the names of certain subsidiaries have been omitted from the foregoing list. The unnamed subsidiaries, considered in the aggregate as a single subsidiary, would not constitute a significant subsidiary, as defined in Regulation S-X, Rule 1-02(w).
Exhibit 22 - List of Guarantor Subsidiaries
The following subsidiaries of Crown Holdings, Inc. (the "Company") were, as of December 31, 20212022, guarantors of the Company's $350 principal 7.375% senior notes due 2026 and $40 principal 7.5% senior notes due 2096:
| | | | | |
NAME | STATE OR COUNTRY OF INCORPORATION OR ORGANIZATION |
Crown Cork & Seal Company, Inc. | Pennsylvania |
The following subsidiaries of the Company were, as of December 31, 20212022, guarantors of the Company's $400 principal 4.25% senior notes due 2026 and, $875 principal 4.75% senior notes due 2026 and $500 principal 5.250% senior notes due 2030:
| | | | | |
NAME | STATE OR COUNTRY OF INCORPORATION OR ORGANIZATION |
Crown Cork & Seal Company, Inc. | Pennsylvania |
CROWN Americas LLC | Pennsylvania |
Crown Consultants, Inc. | Pennsylvania |
Crown Americas Capital Corp. | Delaware |
Crown Americas Capital Corp. IV | Delaware |
Crown Americas Capital Corp. V | Delaware |
Crown Americas Capital Corp. VI | Delaware |
CROWN Beverage Packaging, LLC | Delaware |
CROWN Beverage Packaging Puerto Rico, Inc. | Delaware |
Crown Cork & Seal Company (DE), LLC | Delaware |
CROWN Cork & Seal USA, Inc. | Delaware |
Crown International Holdings, Inc. | Delaware |
CROWN Packaging Technology, Inc. | Delaware |
Foreign Manufacturers Finance Corporation | Delaware |
Signode Industrial Group Holdings US Inc | Delaware |
Signode Industrial Group LLC | Delaware |
Signode Industrial Group US Inc | Delaware |
Signode International IP Holdings LLC | Delaware |
Signode Pickling Holding LLC | Delaware |
Signode US IP Holdings LLC | Delaware |
TopFrame LLC | Delaware |
KiwiplanPackage Design and Manufacturing, Inc. | OhioMichigan |
Simplimatic Engineering Holdings, LLC | Ohio |
Simplimatic Automation LLC | Ohio |
SE International Holdings | Ohio |
SE International Holdings II | Ohio |
SEH Real Estate Holdings LLC | Virginia |
EXHIBIT 23
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 S-8 (Nos. 333-188568, 333-166764, 333-140992, 333-140991, 333-230008, and 333-230008268351) of Crown Holdings, Inc. of our report dated February 2827, 20222023 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in this Form 10-K.
/s/ PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
February 28February 27, 20222023
EXHIBIT 31.1
CERTIFICATION
I, Timothy J. Donahue, certify that:
1.I have reviewed this annual report on Form 10-K of Crown Holdings, Inc. (“the registrant”);
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| | | | | | | | | | | |
Date: | February 2827, 20222023 | | /s/ Timothy J. Donahue |
| | | Timothy J. Donahue |
| | | Chief Executive Officer |
EXHIBIT 31.2
CERTIFICATION
I, Kevin C. Clothier, certify that:
1.I have reviewed this annual report on Form 10-K of Crown Holdings, Inc. (“the registrant”);
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| | | | | | | | | | | |
Date: | February 2827, 20222023 | | /s/ Kevin C. Clothier |
| | | Kevin C. Clothier |
| | | Chief Financial Officer |
EXHIBIT 32
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906 OF
THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Crown Holdings, Inc. (the “Company”) on Form 10-K for the period ending December 31, 20212022 (the “Report”), each of the undersigned officers certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial position and results of operations of the Company.
| | | | | | | | | | | |
Date: | February 2827, 20222023 | | /s/ Timothy J. Donahue |
| | | Timothy J. Donahue |
| | | Chief Executive Officer |
| | | |
Date: | February 2827, 20222023 | | /s/ Kevin C. Clothier |
| | | Kevin C. Clothier |
| | | Chief Financial Officer |
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
The foregoing certification is being furnished to the Securities and Exchange Commission as an exhibit to this Annual Report on Form 10-K and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.
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